SEC Filings

AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
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     The following summary is not intended to be complete and is qualified in
its entirety by reference to the more detailed information included in this
Information Statement and the Distribution Agreement set forth as Appendix A to
the Information Statement. Stockholders are urged to read this Information
Statement and the Distribution Agreement in their entirety. Unless otherwise
noted, the financial statements and other financial information relating to AHC
and AmSurg and data and information as to the shares of AmSurg Common Stock
included herein give effect to the Recapitalization, the Exchange and the
Distribution. Unless the context otherwise requires, the term "AmSurg" refers to
AmSurg and its subsidiaries and the term "AHC" refers to AHC and its
subsidiaries following the Distribution.
     AmSurg was formed in April 1992 for the purpose of developing, acquiring
and operating practice-based ambulatory surgery centers, in partnerships with
physician practice groups, throughout the United States. An AmSurg surgery
center is typically located adjacent to or in the immediate vicinity of the
specialty medical practice of a physician group partner's office. Each of the
surgery centers offers a narrow range of high volume, lower-risk surgical
procedures, generally in a single specialty, and has been designed with a cost
structure that enables AmSurg to charge fees which management believes are
generally less than those charged by hospitals and freestanding outpatient
surgery centers for similar services performed on an outpatient basis. As of
September 30, 1997, AmSurg owned a majority interest in 35 surgery centers in 15
states and the District of Columbia, and owned a majority interest in two
physician practice groups. As of September 30, 1997, AmSurg also had 14 centers
under development and had executed letters of intent to acquire or develop eight
additional centers. AmSurg is utilizing selected surgery centers as a base to
develop start-up specialty physician networks that are designed to serve large
numbers of covered lives and thus strengthen AmSurg's position in dealing with
managed care organizations. As of September 30, 1997, AmSurg had established
three start-up specialty physician networks, located in the south Florida market
and in Knoxville, Tennessee and Montgomery, Alabama.
     In recent years, government programs, private insurance companies, managed
care organizations and self-insured employers have implemented various
cost-containment measures to limit the growth of healthcare expenditures. These
cost-containment measures, together with technological advances, have resulted
in a significant shift in the delivery of healthcare services away from
traditional inpatient hospitals to more cost-effective alternate sites,
including ambulatory surgery centers. AmSurg believes that it is a leader in the
development, acquisition and operation of practice-based ambulatory surgery
     While the majority of AmSurg's existing ambulatory surgery centers
specialize in gastroenterology, AmSurg's growth strategy focuses on the
development and acquisition of practice-based ambulatory surgery centers and
start-up specialty physician networks in five specialties: gastroenterology,
ophthalmology, orthopaedic surgery, urology and otolaryngology. AmSurg believes
that it can strengthen its position with managed care organizations through the
development of single specialty physician networks in combination with
practice-based ambulatory surgery centers strategically located throughout a
medical market area.
     AmSurg markets its surgery centers and networks directly to third-party
payors, including health maintenance organizations ("HMOs"), preferred provider
organizations ("PPOs"), other managed care organizations and employers.
Marketing activities emphasize the high quality of care, cost advantages and
convenience of AmSurg's surgery centers and are focused on making each center an
approved provider under local managed care plans. In addition, AmSurg is
developing networks with selected physician groups in order to market to managed
care payors a comprehensive specialty physician network that includes its
surgery centers.
     AmSurg ambulatory surgery centers are typically owned through limited and
general partnerships or limited liability companies in which a subsidiary of
AmSurg is a general partner or member and holds a majority interest. The other
partners of the partnerships and members of the limited liability companies are
physicians or physician practice groups that generally have offices adjacent to
or in close proximity to the