SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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a result of the Distribution. Accordingly, AmSurg and AHC have requested the
following rulings concerning the Distribution from the IRS:
 
          a. Assuming that the Recapitalization and the Exchange qualify as a
     "reorganization" within the meaning of Section 368(a)(1)(E) of the Code,
     such qualification will not be adversely affected by the Distribution;
 
          b. Assuming that the Recapitalization and the Exchange qualify as a
     "reorganization" within the meaning of Section 368(a)(1)(E), the
     Recapitalization and Exchange will not adversely affect the rulings
     requested below;
 
   
          c. No gain or loss will be recognized to AHC upon the distribution to
     the AHC stockholders of all of its AmSurg Common Stock;
    
 
   
          d. No gain or loss will be recognized to (and no amount will be
     included in the income of) the AHC stockholders upon receipt of AmSurg
     Common Stock in the Distribution, except with respect to cash received in
     lieu of fractional shares and the receipt of AmSurg Common Stock that was
     originally received in a transaction in which gain was recognized by AHC,
     as described below;
    
 
   
          e. The aggregate basis of the AmSurg Common Stock and AHC Common Stock
     in the hands of each AHC stockholder after the Distribution will be the
     same as the aggregate basis of the AHC Common Stock held by such
     stockholder immediately before the Distribution (plus any gain recognized
     with respect to the receipt of AmSurg Common Stock as described below), and
     such aggregate basis will be allocated between the AmSurg Common Stock and
     AHC Common Stock held by such stockholder in proportion to the fair market
     value of each (immediately after the Distribution);
    
 
   
          f. The holding period of the AmSurg Common Stock received without the
     recognition of any gain by each AHC stockholder pursuant to the
     Distribution will include the holding period of the AHC Common Stock with
     respect to which such AmSurg Common Stock was received, provided that such
     AHC Common Stock is held as a capital asset on the date of the
     Distribution;
    
 
   
          g. An AHC stockholder will recognize gain or loss equal to the
     difference between the cash received in lieu of a fractional share interest
     of AmSurg Common Stock and such stockholder's basis in the fractional share
     interest for which cash is received; and
    
 
   
          h. An AHC stockholder will recognize dividend income equal to the the
     fair market value of the AmSurg Common Stock that was originally received
     in a transaction in which gain was recognized by AHC.
    
 
   
     Approximately 1.5% of the outstanding shares of AmSurg Common Stock owned
by AHC prior to the Distribution were acquired by AHC in taxable transactions.
Accordingly, it is anticipated that each AHC stockholder will recognize dividend
income taxable under Section 301 of the Code with respect to 1.5% of the shares
of AmSurg Common Stock received by such stockholder in the Distribution. Any
such income will be taxed as ordinary income to the extent of such stockholder's
ratable share of AHC's accumulated earnings and profits (with the excess, if
any, taxable as gain from the sale or exchange of a capital asset). AHC will
notify its stockholders of its determination of their ratable share of the
amount of its accumulated earnings and profits for this purpose. Corporate
stockholders may be eligible for a dividends received deduction to the extent of
the taxable portion of the Distribution. AHC will be deemed to have paid a
dividend with respect to 1.5% of the shares of AmSurg Common Stock distributed
to AHC stockholders and will be subject to federal income taxation on the excess
of the fair market value of such shares over AHC's adjusted basis in such
shares.
    
 
   
     A ruling request with respect to the Distribution was submitted to the IRS
on October 23, 1997. A ruling from the IRS, while generally binding on the IRS,
may under certain circumstances be retroactively revoked or modified by the IRS.
Neither AmSurg nor AHC is currently aware of any such circumstances that would
cause the IRS to revoke or modify a ruling received by the parties from the IRS
as to the federal income tax consequences of the Distribution as described
above.
    
 
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