SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
<PAGE>   5
 
                             INFORMATION STATEMENT
 
                                 [AMSURG LOGO]
                                  COMMON STOCK
                                 (NO PAR VALUE)
 
   
    This Information Statement/Registration Statement (the "Information
Statement") is being furnished to stockholders of American Healthcorp, Inc., a
Delaware corporation ("AHC"), in connection with the pro rata distribution (the
"Distribution") by AHC to its stockholders of all of the common stock of AmSurg
Corp., a Tennessee corporation ("AmSurg"), owned by AHC. The Distribution is
expected to occur on December 3, 1997.
    
 
   
    Prior to the Distribution, AmSurg will effect a recapitalization (the
"Recapitalization"), pursuant to which every three shares of AmSurg common stock
will be converted into one share of AmSurg Class A common stock, no par value
(the "Class A Common Stock"). The Recapitalization will reduce on a one for
three basis the number of outstanding shares of common stock of AmSurg through a
reverse stock split (the "Reverse Stock Split"). The sole purpose of the Reverse
Stock Split is to permit the shares of AmSurg Common Stock to trade at
proportionately higher per share prices following the Distribution. Immediately
following the Recapitalization, AHC will exchange (the "Exchange") 4,787,131 of
its shares of Class A Common Stock for the same number of shares of AmSurg Class
B common stock, no par value (the "Class B Common Stock" and, together with the
Class A Common Stock, the "AmSurg Common Stock"). The sole purposes for the
Exchange are: (i) to increase the voting power of AHC in AmSurg prior to the
Distribution to the extent required in order for the Distribution to qualify for
substantially tax-free treatment for federal income tax purposes and (ii) to
have, to the extent possible, an equal number of shares of each class of AmSurg
Common Stock available to be traded in the public markets. The shares of Class A
Common Stock will have one vote per share on all matters, while the shares of
Class B Common Stock will have ten votes per share on the election and removal
of directors of AmSurg and one vote per share on all other matters. The shares
of Class A Common Stock and Class B Common Stock will be entitled to share
ratably in any dividends other than dividends payable solely with respect to
AmSurg preferred stock. In all other respects, the Class A Common Stock and
Class B Common Stock are expected to be identical. No further shares of Class B
Common Stock will be issued following the Distribution.
    
 
   
    In the Distribution, each holder of shares of AHC common stock, par value
$.001 per share (the "AHC Common Stock"), on November   , 1997 (the
"Distribution Record Date") will receive a dividend of approximately 9.21 shares
of Class A Common Stock and approximately 59.36 shares of Class B Common Stock
for every 100 shares of AHC Common Stock owned by such holder on the
Distribution Record Date, as such ratio may be adjusted for issuances of AHC
Common Stock after September 30, 1997, with cash being paid in lieu of
fractional interests in a share of AmSurg Common Stock.
    
 
   
    No consideration will be paid by AHC stockholders for the shares of AmSurg
Common Stock to be received by them in the Distribution nor will they be
required to surrender or exchange shares of AHC Common Stock in order to receive
AmSurg Common Stock. There is currently no public trading market for the shares
of AmSurg Common Stock. Application has been made for listing the Class A Common
Stock on The Nasdaq Stock Market's National Market (the "Nasdaq National
Market") under the symbol "AMSGA." Application has been made for listing the
Class B Common Stock on the Nasdaq National Market under the symbol "AMSGB."
    
 
    The Distribution is subject to the satisfaction or waiver of a number of
other conditions, as described in "THE DISTRIBUTION -- Conditions" in this
Information Statement. A copy of the Distribution Agreement is set forth as
Appendix A to this Information Statement.
 
   
     SEE "RISK FACTORS" BEGINNING ON PAGE 12 FOR CERTAIN MATTERS THAT SHOULD BE
CONSIDERED WITH RESPECT TO THE SHARES OF AMSURG COMMON STOCK.
    
                             ---------------------
 
    THIS INFORMATION STATEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
 SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. ANY SUCH OFFERING MAY ONLY BE
  MADE BY MEANS OF A SEPARATE PROSPECTUS PURSUANT TO AN EFFECTIVE REGISTRATION
           STATEMENT AND OTHERWISE IN COMPLIANCE WITH APPLICABLE LAW.
                             ---------------------
 

THE SECURITIES TO BE ISSUED IN THE DISTRIBUTION HAVE NOT BEEN APPROVED OR
   DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE
     SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
       OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
          ADEQUACY OF THIS INFORMATION STATEMENT. ANY REPRESENTATION
                     TO THE CONTRARY IS A CRIMINAL OFFENSE.
    
          The date of this Information Statement is November 3, 1997.