UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 2, 2014 (July 1, 2014)
AMSURG CORP.
(Exact Name of Registrant as Specified in Charter)
| | | | |
| Tennessee | | 000-22217 | | 62-1493316 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
20 Burton Hills Boulevard Nashville, Tennessee | | 37215 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(615) 665-1283
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
| | ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On July 1, 2014, AmSurg Corp. (the “Company”) announced that AmSurg Escrow Corp., a newly formed wholly-owned subsidiary of the Company, has priced its offering of$1.1 billion aggregate principal amount of5.625%Senior Notes due 2022 (the “Notes”).
The Notes have been offered in the United States only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
This Current Report on Form 8-K, including the press release filed as Exhibit 99.1, does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities in any state in which such offer, solicitation or sale would be unlawful. These securities will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| | |
| |
| 99.1 | | Press release announcing the pricing of the offering, dated July 1, 2014. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | |
| AMSURG CORP. |
| |
| By: | | /s/ Claire M. Gulmi |
| | Claire M. Gulmi |
| | Executive Vice President and Chief Financial Officer |
| | (Principal Financial and Duly Authorized Officer) |
Date: July 2, 2014
EXHIBIT INDEX
| | |
No. | | Exhibit |
| |
| 99.1 | | Press release announcing the pricing of the offering, dated July 1, 2014. |
