-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LF1kgFfTJihWfYJR6d3sedku33urlS51HY9/Krv41M5dhMgZV7gORG0V6t30EwYC z01GoSWGPNsouYD83p0Jnw== 0000950144-01-004837.txt : 20010410 0000950144-01-004837.hdr.sgml : 20010410 ACCESSION NUMBER: 0000950144-01-004837 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010405 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMSURG CORP CENTRAL INDEX KEY: 0000895930 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 621493316 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-22217 FILM NUMBER: 1595661 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD STREET 2: STE 350 CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 6156651283 MAIL ADDRESS: STREET 1: ONE BURTON HILLS BLVD. STREET 2: SUITE 350 CITY: NASHVILLE STATE: TN ZIP: 37215 10-K/A 1 g68377ae10-ka.txt AMSURG CORP. 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 EX-21 2 g68377aex21.txt SUBSIDIARIES OF AMSURG 1 EXHIBIT 21 SUBSIDIARY LIST As of March 9, 2001 Page (1 of 3)
STATE OF OWNERSHIP NAME OF SUBSIDIARY ORGANIZATION OWNED BY PERCENTAGE - ---------------------------------- ------------ ------------ ---------- AmSurg KEC, Inc. TN AmSurg Corp. 100% The Endoscopy Center of Knoxville, L.P. TN AmSurg KEC, Inc. 51% AmSurg EC Topeka, Inc. TN AmSurg Corp. 100% The Endoscopy Center of Topeka, L.P. TN AmSurg EC Topeka, Inc. 60% AmSurg EC St. Thomas, Inc. TN AmSurg Corp. 100% The Endoscopy Center of St. Thomas, L.P. TN AmSurg EC St. Thomas, Inc. 60% AmSurg EC Centennial, Inc. TN AmSurg Corp. 100% The Endoscopy Center of Centennial, L.P. TN AmSurg EC Centennial, Inc. 60% AmSurg EC Beaumont, Inc. TN AmSurg Corp. 100% The Endoscopy Center of Southeast Texas, TN AmSurg EC Beaumont, Inc. 51% L.P. AmSurg EC Santa Fe, Inc. TN AmSurg Corp. 100% The Endoscopy Center of Santa Fe, L.P. TN AmSurg EC Santa Fe, Inc. 60% AmSurg EC Washington, Inc. TN AmSurg Corp. 100% The Endoscopy Center of Washington D.C., TN AmSurg EC Washington, Inc. 60% L.P. AmSurg Torrance, Inc. TN AmSurg Corp. 100% The Endoscopy Center of South Bay, L.P. TN AmSurg Torrance, Inc. 51% AmSurg Encino, Inc. TN AmSurg Corp. 100% The Valley Endoscopy Center, L.P. TN AmSurg Encino, Inc. 51% AmSurg Brevard, Inc. TN AmSurg Corp. 100% The Ophthalmology Center of Brevard, L.P. TN AmSurg Brevard, Inc. 51% AmSurg Sebastopol, Inc. TN AmSurg Corp. 100% The Sebastopol ASC, L.P. TN AmSurg Sebastopol, Inc. 60% AmSurg Abilene, Inc. TN AmSurg Corp. 100% The Abilene ASC, L.P. TN AmSurg Abilene, Inc. 60% AmSurg Lorain, Inc. TN AmSurg Corp. 100% The Lorain ASC, L.P. TN AmSurg Lorain, Inc. 51% AmSurg Maryville, Inc. TN AmSurg Corp. 100% The Maryville ASC TN AmSurg Maryville, Inc. 51% AmSurg Miami, Inc. TN AmSurg Corp. 100% The Miami ASC, L.P. TN AmSurg Miami, Inc. 70% AmSurg Melbourne, Inc. TN AmSurg Corp. 100% The Melbourne ASC, L.P. TN AmSurg Melbourne, Inc. 67.33% AmSurg Hillmont, Inc. TN AmSurg Corp. 100% The Hillmont ASC, L.P. TN AmSurg Hillmont, Inc. 51% AmSurg Northwest Florida, Inc. TN AmSurg Corp. 100% The Northwest Florida ASC, L.P. TN AmSurg Northwest Florida, Inc. 51% AmSurg Palmetto, Inc. TN AmSurg Corp. 100% The Palmetto ASC, L.P. TN AmSurg Palmetto, Inc. 51% AmSurg Hallandale, Inc. TN AmSurg Corp. 100% The Hallandale Surgery ASC, L.P. TN AmSurg Hallandale 67.3% AmSurg Ocala, Inc. TN AmSurg Corp. 100% The Ocala Endoscopy ASC, L.P. TN AmSurg Ocala, Inc. 51% AmSurg South Florida Network, Inc. TN AmSurg Corp. 100% The GI Network of South Florida, L.P. TN AmSurg South Florida Network, Inc. 51%
2 SUBSIDIARY LIST As of March 9, 2001 Page (2 of 3)
STATE OF OWNERSHIP NAME OF SUBSIDIARY ORGANIZATION OWNED BY PERCENTAGE - ---------------------------------- ------------ ------------ ---------- AmSurg Crystal River, Inc. TN AmSurg Corp. 100% The Crystal River Endoscopy ASC, L.P. TN AmSurg Crystal River, Inc. 51% AmSurg Abilene Eye, Inc. TN AmSurg Corp. 100% The Abilene Eye ASC, L.P. TN AmSurg Abilene Eye, Inc. 51% AmSurg El Paso, Inc. TN AmSurg Corp. 100% The El Paso ASC, L.P. TN AmSurg El Paso, Inc. 51% AmSurg Westlake, Inc. TN AmSurg Corp. 100% The Westlake Ophthalmology ASC, L.P. TN AmSurg Westlake, Inc. 57% AmSurg FL EyeCare Network, Inc. TN AmSurg Corp. 100% The Southeast EyeCare Network, L.P. TN AmSurg FL EyeCare Network, Inc. 51% AmSurg Naples, Inc. TN AmSurg Corp. 100% The Naples Endoscopy ASC, L.P. TN AmSurg Naples, Inc. 60% AmSurg La Jolla, Inc. TN AmSurg Corp. 100% The La Jolla Endoscopy Center, L.P. TN AmSurg La Jolla, Inc. 51% AmSurg Burbank, Inc. TN AmSurg Corp. 100% The Burbank Ophthalmology ASC, L.P. TN AmSurg Burbank, Inc. 51% AmSurg Inglewood, Inc. TN AmSurg Corp. 100% The Los Angeles/Inglewood Endoscopy ASC, TN AmSurg Inglewood, Inc. 51% L.P. AmSurg Glendale, Inc. TN AmSurg Corp. 100% The Glendale Ophthalmology ASC, L.P. TN AmSurg Glendale, Inc. 51% AmSurg Harlingen, Inc. TN AmSurg Corp. 100% The Harlingen Endoscopy Center, L.P. TN AmSurg Harlingen, Inc. 51% AmSurg Suncoast, Inc. TN AmSurg Corp. 100% The Suncoast Endoscopy ASC, L.P. TN AmSurg Suncoast, Inc. 51% AmSurg Largo, Inc. TN AmSurg Corp. 100% AmSurg Dade County, Inc. TN AmSurg Corp. 100% AmSurg ENT Brevard, Inc. TN AmSurg Corp. 100% AmSurg Temple, Inc. TN AmSurg Corp. 100% AmSurg Miami Urology, Inc. TN AmSurg Corp. 100% AmSurg SWFLA, Inc. TN AmSurg Corp. 100% AmSurg Holdings, Inc. TN AmSurg Corp. 100% The Knoxville Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 60% The West Monroe Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 55% Montgomery Eye Surgery Center, LLC TN AmSurg Holdings, Inc. 51% EyeCare Consultants Surgery Center, LLC TN AmSurg Holdings, Inc. 51% The Sidney ASC, LLC TN AmSurg Holdings, Inc. 51% The Cleveland ASC, LLC TN AmSurg Holdings, Inc. 51% The Milwaukee ASC, LLC TN AmSurg Holdings, Inc. 51% The Pinnacle EyeCare Network, LLC TN AmSurg Holdings, Inc. 51% The Columbia ASC, LLC TN AmSurg Holdings, Inc. 51% The Wichita Orthopaedic ASC, LLC TN AmSurg Holdings, Inc. 51% The Minneapolis Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 51% The Willoughby ASC, LLC TN AmSurg Holdings, Inc. 51% The Westglen Endoscopy Center, LLC TN AmSurg Holdings, Inc. 51% The West Texas EyeCare Network, LLC TN AmSurg Holdings, Inc. 51% West Texas Preferred Vision Care, L.L.C. TN The West Texas EyeCare Network, LLC 50% The Cleveland Eye Care Network, LLC TN AmSurg Holdings, Inc. 51% The Chevy Chase ASC, LLC TN AmSurg Holdings, Inc. 51% The Oklahoma City ASC, LLC TN AmSurg Holdings, Inc. 51% The Mountain West Gastroenterology ASC, LLC TN AmSurg Holdings, Inc. 51% The Cincinnati ASC, LLC TN AmSurg Holdings, Inc. 51% The Fayetteville ASC, LLC TN AmSurg Holdings, Inc. 51% The Independence ASC, LLC TN AmSurg Holdings, Inc. 60% AmSurg Northern Kentucky GI, LLC TN AmSurg Holdings, Inc. 51% AmSurg Louisville GI, LLC TN AmSurg Holdings, Inc. 51%
3 SUBSIDIARY LIST As of March 9, 2001 Page (3 of 3)
STATE OF OWNERSHIP NAME OF SUBSIDIARY ORGANIZATION OWNED BY PERCENTAGE - ---------------------------------- ------------ ------------ ---------- AmSurg Kentucky Ophthalmology, LLC TN AmSurg Holdings, Inc. 51% The Phoenix Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 51% The Toledo Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 51% The Midwest GI Network, LLC TN AmSurg Holdings, Inc. 33.33% Financial 51% Governance The Englewood ASC, LLC TN AmSurg Holdings, Inc. 51% The Sun City Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 60% The Cape Coral/Ft. Myers Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 51% The Cape Coral/Ft. Myers Anesthesia, LLC TN The Cape Coral/Ft. Myers 48% Endoscopy ASC, LLC The Baltimore Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 60% The Boca Raton Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 51% The Minneapolis Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 51% The Florham Park Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 51% The West Texas GI Network, LLC TN AmSurg Holdings, Inc. 51% The West Orange ENT ASC Management TN AmSurg Holdings, Inc. 51% Services, LLC The Northside Gastroenterology Endoscopy IN AmSurg Holdings, Inc. 51% Center, LLC The Chattanooga Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 51% The Mount Dora Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 54% The Oakhurst Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 51% The Seneca PA ASC, LLC TN AmSurg Holdings, Inc. 51% The Tamarac Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 51% The Waldorf Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 51% The Sarasota Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 51% The Melbourne Premiere Senior Refractive, TN AmSurg Holdings, Inc. 51% LLC The Melbourne RC, LLC TN The Melbourne Premiere Senior 90% Refractive, LLC The Las Vegas Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 60% AmSurg-Las Vegas, LLC TN AmSurg Holdings, Inc. 100% The Las Vegas Ophthalmology ASC, LLC TN AmSurg-Las Vegas, LLC 5% The Sarasota Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 51% The Middletown Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 51% The Dover Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 60% The Surgery Center of Middle Tennessee, LLC TN AmSurg Holdings, Inc. 20% The Surgery Center of Coral Gables, LLC TN AmSurg Holdings, Inc. 55% The Medford Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 51% The Greensboro Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 51% The Kingston Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 51% The Kingston Anesthesia, LLC TN AmSurg Holdings, Inc. 51% The Las Vegas East Ophthalmology ASC, LLC NV AmSurg Holdings, Inc. 65% The Blue Ridge/Clemson Orthopaedic ASC, LLC TN AmSurg Holdings, Inc. 51% The Hutchinson Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 51% The Ft. Lauderdale Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 51% The Mount Pleasant Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 51% The Metairie Ophthalmology ASC, LLC TN AmSurg Holdings, Inc. 60% The Southern Alabama Surgery Center, LLC AL AmSurg Holdings, Inc. 65% The Brandenton Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 100% The Fort Myers Digestive Health and Pain ASC, LLC TN AmSurg Holdings, Inc. 100% The Bel Air Endoscopy ASC, LLC TN AmSurg Holdings, Inc. 100% Bloomfield Eye Surgery Center, LLC TN AmSurg Holdings, Inc. 1%
-----END PRIVACY-ENHANCED MESSAGE-----