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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) : June 10, 1997
AMERICAN HEALTHCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-19364 62-1117144
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(State or (Commission File Number) I.R.S. Employer
other jurisdiction Identification No.)
of incorporation)
One Burton Hills Boulevard, Nashville, Tennessee 37215
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 665-1122
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
American Healthcorp, Inc. (the "Company") has issued a press release dated June
10, 1997, regarding a delay in the spinoff of its 59% owned subsidiary AmSurg
Corp ("AmSurg"). The spinoff, which is to be effected as a distribution of
AmSurg stock to the Company's shareholders on a substantially tax free basis,
was subject to the Company receiving a ruling from the Internal Revenue Service.
The Company has been informed that the Internal Revenue Service will not issue a
ruling on the spinoff transaction as currently structured. The Company believes
that there are satisfactory alternatives available that should satisfy Internal
Revenue Service requirements in this regard and therefore, the Company intends
to aggressively pursue the ruling, and does expect the spinoff to be completed.
The press release is filed as an amendment and is incorporated herein by
reference.
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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.
AMERICAN HEALTHCORP, INC.
Date: June 10, 1997 By: /s/ Henry D. Herr
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Henry D. Herr
Executive Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Item Description
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99 Press Release, dated June 10, 1997
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FOR IMMEDIATE RELEASE Contact: Henry D. Herr
Executive Vice President and
Chief Financial Officer
(615) 665-1122
AMERICAN HEALTHCORP DELAYS SPIN-OFF OF AMSURG CORP.
Nashville, Tennessee (June 10, 1997) - American Healthcorp (Nasdaq/NM:AMHC)
today announced a delay in its plan to effect a spinoff of AmSurg Corp., its
59%-owned subsidiary, through a distribution to American Healthcorp's
stockholders of all of the Company's AmSurg Corp. common stock. The proposed
distribution was expected to occur in late May or early June 1997, and was
subject to the receipt of a favorable Internal Revenue Service ruling that the
transaction could be completed on a substantially tax-free basis. American
Healthcorp has been advised by the Internal Revenue Service that a favorable
ruling will not be issued on the transaction as currently structured. American
Healthcorp is submitting to the Internal Revenue Service alternative structures
which the Company believes, on the basis of advice from its legal counsel and
tax advisors, should result in the receipt of a favorable ruling.
Thomas G. Cigarran, Chairman and Chief Executive Officer of American
Healthcorp, remarked, "We are disappointed that the structure of the
transaction, which our legal counsel believed to be clearly supported by
historic precedent, has not been accepted by the Internal Revenue Service. Our
advisors have informed us that they believe there are satisfactory alternatives
available that should resolve the tax issues associated with the distribution
and enable the proposed distribution to go forward on a substantially tax-free
basis. We intend to aggressively pursue a favorable resolution of this matter
and continue to have confidence in our ability to effect the distribution. Both
businesses, Diabetes Treatment Centers of America and AmSurg Corp., continue to
perform well, and we believe that the delay in the distribution will not
adversely affect either business. We look forward to putting this transaction
behind us so that both companies can focus all their resources on business
operations as growing, independent public companies."
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AMHC Delays Spin-off of AmSurg Corp.
Page 2
June 10, 1997
This press release contains forward-looking statements which are based upon
current expectations and involve a number of risks and uncertainties. In order
for the Company to utilize the "safe harbor" provisions of the Private
Litigation Reform Act of 1995, you are hereby cautioned that these statements
may be affected by the important factors, among others, set forth below, and,
consequently, actual operations and results may differ materially from those
expressed in these forward-looking statements. With regard to statements
concerning the completion of the distribution of AmSurg stock to the Company's
shareholders, these important factors include the receipt of a favorable ruling
from the Internal Revenue Service regarding the substantially tax-free nature of
the proposed distribution and the receipt of other approvals required to
complete the distribution on terms acceptable to the Company.
American Healthcorp, Inc., through its wholly owned subsidiary,
Diabetes Treatment Centers of America, Inc., is the nation's leading provider of
specialized services for people with diabetes. Through its majority ownership of
AmSurg Corp., the Company also develops, acquires and manages physician
practice-based ambulatory surgery centers and specialty physician networks in
partnership with surgical and other group practices. The Company wholly owns
Arthritis and Osteoporosis Care Centers, Inc. which operates two comprehensive
treatment centers for individuals with arthritis and osteoporosis.
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