1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
COMMISSION FILE NUMBER 000-22217
AMSURG CORP.
(Exact Name of Registrant as Specified in its Charter)
TENNESSEE 62-1493316
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
20 BURTON HILLS BOULEVARD
NASHVILLE, TN 37215
(Address of principal executive offices) (Zip code)
(615) 665-1283
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
- ------------------- -----------------------------------------
NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
CLASS A COMMON STOCK, NO PAR VALUE
----------------------------------
(Title of class)
CLASS B COMMON STOCK, NO PAR VALUE
----------------------------------
(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filer pursuant to
Item 405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein,
and will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
[ ]
As of March 9, 2001, 9,967,950 shares of the Registrant's Class A
Common Stock and 4,787,131 shares of the Registrant's Class B Common Stock were
outstanding. The aggregate market value of the shares of Common Stock (based
upon the closing sale price of these shares as reported on the Nasdaq National
Market on March 9, 2001) of the Registrant held by nonaffiliates on March 9,
2001 was approximately $256,700,000. This calculation assumes that all shares of
Common Stock beneficially held by executive officers and members of the Board of
Directors of the Registrant are owned by "affiliates," a status which each of
the officers and directors individually may disclaim.
The Registrant hereby attaches an Exhibit List and amends Exhibit 21 of
its annual report on Form 10-K for the fiscal year ended December 31, 2000 by
replacing it with the attached Exhibit 21.
2
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
AMSURG CORP.
April 4, 2001 By: /s/ Claire M. Gulmi
----------------------------------------
Claire M. Gulmi
(Executive Vice President,
Chief Financial Officer and Secretary)
3
INDEX OF EXHIBITS
EXHIBIT DESCRIPTION
- ------- -----------
2.1 Amended and Restated Distribution Agreement (incorporated by reference
to Exhibit 2.1 to the Registration Statement on Form 10, as amended
(filed with the Commission on March 11, 1997))
2.2 Exchange Agreement (incorporated by reference to Exhibit 2.2 to the
Registration Statement on Form 10, as amended (filed with the
Commission on March 11, 1997))
2.3 Acquisition Agreement, dated January 31, 2000, by and among Physicians
Resource Group, Inc., AmSurg Corp., and other entities (incorporated by
reference to Exhibit 99.1 of the Current Report on Form 8-K of
Physicians Resource Group, Inc. (filed with the Commission on February
15, 2000))
2.4 + First Amendment, dated April 28, 2000, to the Acquisition Agreement
by and among Physicians Resource Group, Inc., AmSurg Corp., and other
entities
2.5 + Second Amendment, dated May 12, 2000, to the Acquisition Agreement by
and among Physicians Resource Group, Inc., AmSurg Corp., and other
entities
2.6 + Third Amendment, dated May 31, 2000, to the Acquisition Agreement by
and among Physicians Resource Group, Inc., AmSurg Corp., and other
entities
2.7 + Fourth Amendment, dated December 31, 2000, to the Acquisition
Agreement by and among Physicians Resource Group, Inc., AmSurg Corp.,
and other entities
2.8 Agreement of Dissolution of Partnership and Asset Purchase, dated
January 21, 2000, by and among AmSurg Glendale, Inc., R. Phillip Doss
and the limited partners of American Surgery Centers of Glendale, Ltd.
(incorporated by reference to Exhibit 2.1 of the Current Report on Form
8-K (filed with the Commission on February 7, 2000))
3.1 Amended and Restated Charter of AmSurg (incorporated by reference to
Exhibit 3 of the Current Report on Form 8-K, filed with the Commission
on December 3, 1999, restated electronically for SEC filing purposes
only)
3.2 Amended and Restated Bylaws of AmSurg (incorporated by reference to
Exhibit 3.2 to the Registration Statement on Form 10, as amended (filed
with the Commission on March 11, 1997))
4.1 Specimen certificate representing the Class A Common Stock
(incorporated by reference to Exhibit 4.1 to the Registration Statement
on Form 10, as amended (filed with the Commission on March 11, 1997))
4.2 Specimen certificate representing the Class B Common Stock
(incorporated by reference to Exhibit 4.2 to the Registration Statement
on Form 10, as amended (filed with the Commission on March 11, 1997))
4.3 Rights Agreement, dated December 2, 1999, between AmSurg Corp. and
SunTrust Bank Atlanta, including the Form of Rights Certificate
(Exhibit A), the Form of Summary of Rights (Exhibit B) and the Form of
Articles of Amendment to the Amended and Restated Charter of AmSurg
Corp. (Exhibit C) (incorporated by reference to Exhibit 4 of the
Current Report on Form 8-K (filed with the Commission on December 3,
1999))
10.1 Registration Agreement, dated April 2, 1992, as amended November 30,
1992, and November 20, 1996 among AmSurg and certain named investors
therein (incorporated by reference to Exhibit 10.2 to the Registration
Statement on Form 10, as amended (filed with the Commission on March
11, 1997))
10.2 * Form of Indemnification Agreement with directors, executive officers
and advisors (incorporated by reference to Exhibit 10.3 to the
Registration Statement on Form 10, as amended (filed with the
Commission on March 11, 1997))
10.3 Amended and Restated Revolving Credit Agreement, dated as of May 5,
2000, among the Company, SunTrust Bank, as administrative agent, and
various banks and other financial institutions (incorporated by
reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000)
10.4 + Form of Revolving Credit Note, each dated as of May 5, 2000, by and
between AmSurg and the lenders listed on the schedule attached thereto
- ----------
* Management contract or compensatory plan, contract or arrangement
+ Previously filed
# Previously filed, but amended and restated as attached hereto
4
EXHIBIT DESCRIPTION
- ------- -----------
10.5 * Amended and restated 1997 Stock Incentive Plan (incorporated by
reference to Exhibit A to the Definitive Proxy Statement (filed with
the Commission on April 19, 2000))
10.6 * Form of Employment Agreement with executive officers (incorporated by
reference to Exhibit 10.9 to the Registration Statement on Form 10, as
amended (filed with the Commission on March 11, 1997))
10.7 * Agreement dated April 11, 1997 between AmSurg and Rodney H. Lunn
(incorporated by reference to Exhibit 10.11 to the Registration
Statement on Form 10, as amended (filed with the Commission on March
11, 1997))
10.8 * Agreement dated April 11, 1997 between AmSurg and David L. Manning
(incorporated by reference to Exhibit 10.12 to the Registration
Statement on Form 10, as amended (filed with the Commission on March
11, 1997))
10.9 * Medical Director Agreement dated as of January 1, 1998, between the
Company and Bergein F. Overholt, M.D. (incorporated by reference to
Exhibit 10 of the Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998)
10.10 Lease Agreement dated February 24, 1999 between Burton Hills III,
L.L.C. and AmSurg (incorporated by reference to Exhibit 10.1 of the
Quarterly Report on Form 10-Q for the quarter ended June 30, 1999)
10.11 +* Supplemental Executive Retirement Savings Plan, as amended (restated
for SEC filing purposes only)
21 # Subsidiaries of AmSurg
23 + Consent of Independent Auditors
- ----------
* Management contract or compensatory plan, contract or arrangement
+ Previously filed
# Previously filed, but amended and restated as attached hereto