SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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     The ruling is based on certain facts and representations, some of which
will require confirmation prior to the time of the Distribution from each
beneficial owner of 5% or more of the outstanding AHC Common Stock that, in
effect, such beneficial owner has no present plan or intention to sell, exchange
or otherwise dispose of any stock of AHC or AmSurg.
 
   
     In the event that AHC does not obtain a ruling from the IRS with respect to
the substantially tax-free nature of the transactions contemplated hereby before
the Distribution Date, AHC intends to make the Distribution in reliance on the
Tax Opinions. It should be noted that if a ruling from the IRS is not obtained
and instead the Distribution is made in reliance on the Tax Opinions, the Tax
Opinions are not binding on the IRS, and no assurance can be given that the IRS
will not challenge the substantially tax-free nature of the proposed
transaction. In addition, the Tax Opinions, if issued, would be based upon the
representations of the management and stockholders of AHC and the management of
AmSurg and would be qualified by reference to existing law and other matters.
See "RISK FACTORS -- Certain Federal Income Tax Consequences."
    
 
     Consummation of the Distribution is also conditioned upon the receipt of an
opinion, in form and substance satisfactory to AHC, of Bass, Berry & Sims PLC,
as counsel to AHC, providing, in substance, that the Recapitalization and
Exchange will constitute a "reorganization" under Section 368(a)(1)(E) of the
Code, that neither AmSurg nor AHC will recognize any income or gain as a result
of the Recapitalization and Exchange and that no gain or loss will be recognized
by the holders of AmSurg common stock upon the exchange of their shares solely
for shares of Class A Common Stock and Class B Common Stock in the
Recapitalization and Exchange. The IRS takes the position that the consequences
of a transaction such as the Recapitalization and Exchange are adequately
established in the tax law and, therefore, it will not issue a so-called
"comfort ruling" as to these matters. Accordingly, AHC has not requested a
ruling from the IRS as to those matters. Therefore, AHC has conditioned its
obligation upon the receipt of an opinion from its counsel, Bass, Berry & Sims
PLC, to the effect that:
 
          a. The Recapitalization and the Exchange constitute a tax-free
     "reorganization" under Section 368(a)(1)(E) of the Code; AmSurg and AHC
     will each be a "party to the reorganization" under Section 368(b) of the
     Code;
 
          b. No gain or loss will be recognized by AmSurg or AHC as a result of
     the Recapitalization and Exchange;
 
          c. An AmSurg stockholder will not recognize any income, gain or loss
     as the result of the receipt of AmSurg Common Stock in the Recapitalization
     or Exchange;
 
          d. The aggregate tax basis of the shares of AmSurg Common Stock
     received in the Recapitalization or the Exchange will equal the aggregate
     tax basis of such stockholder's shares of AmSurg common stock prior to the
     Recapitalization; and
 
          e. An AmSurg stockholder's holding period for the shares of AmSurg
     Common Stock received by such stockholder in the Recapitalization or
     Exchange will include the holding period of the AmSurg common stock held by
     such stockholder immediately prior to the Recapitalization and Exchange,
     provided such AmSurg common stock was held as a capital asset as of the
     time of the Recapitalization and Exchange.
 
   
     As stated above, an opinion of counsel is not binding on the IRS or the
courts. Moreover, the opinion of counsel will be based upon, among other things,
current law and certain representations to counsel for AHC as to factual matters
made by, among others, AHC and AmSurg which, if incorrect in certain material
respects, would jeopardize the conclusions reached by counsel.
    
 
   
     Current Treasury regulations require AHC stockholders who receive AmSurg
Common Stock pursuant to the Distribution to attach to their federal income tax
returns for the year in which the Distribution occurs a detailed statement
setting forth such data as may be appropriate in order to show the applicability
of Section 355 of the Code to the Distribution. AHC will provide an appropriate
statement to each AHC stockholder of record as soon as practicable after the
Distribution.
    
 
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