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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): March 11, 1997
AMERICAN HEALTHCORP, INC.
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(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
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(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.
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American Healthcorp, Inc. (the "Company") has issued a press release,
dated March 11, 1997, regarding the execution of a distribution agreement (the
"Distribution Agreement") pursuant to which the Company will distribute a
dividend to its stockholders consisting of all of the AmSurg Corp. common stock
held by the Company. AmSurg Corp. is a majority-owned subsidiary of the
Company. The press release and Distribution Agreement are filed as exhibits
hereto and are incorporated herein by reference.
2
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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: March 11, 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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2.1 Distribution Agreement by and between American Healthcorp, Inc.
and AmSurg Corp., dated March 7, 1997 (incorporated by
reference to Exhibit 2.1 to the AmSurg Corp. Registration
Statement on Form 10 dated March 11, 1997).
99 Press Release, dated March 11, 1997
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Exhibit 99
FOR IMMEDIATE RELEASE Contact: Henry D. Herr
Executive Vice President and
Chief Financial Officer
(615) 665-1122
AMERICAN HEALTHCORP, INC. PLANS SPINOFF OF
AMSURG CORP SUBSIDIARY
Nashville, Tennessee (March 11, 1997)-Thomas G. Cigarran, Chairman and Chief
Executive Officer of American Healthcorp, Inc. (Nasdaq/NM:AMHC), today announced
that the Company has executed documents necessary to effect a spinoff of AmSurg
Corp, its 59% owned subsidiary, by means of a distribution to American
Healthcorp shareholders of all of the Company's AmSurg common stock. The
proposed distribution is subject to a number of conditions, including a
favorable Internal Revenue Service ruling that the distribution will be
completed on a substantially tax-free basis. American Healthcorp shareholders
are expected to be subject to federal income tax with respect to 1.5% of the
shares of AmSurg common stock received by them. American Healthcorp expects the
distribution to take place shortly after receipt of the IRS ruling. The record
date for the distribution is expected to be five business days prior to the
distribution date, and the distribution is expected to be completed by the end
of May 1997. As of the date of the distribution, AmSurg shares would begin
trading as a separate public company on the Nasdaq Stock Market. AmSurg Corp is
in the business of acquiring, developing and managing single specialty,
practice-based ambulatory surgery centers and developing and managing specialty
physician networks associated with the ambulatory surgery centers.
Mr. Cigarran commented, "We are excited about the prospects of both
companies as independent public companies. American Healthcorp believes that the
distribution will enable American Healthcorp and AmSurg to finance the expansion
of their businesses more effectively and should better position the two
companies to provide greater value to stockholders."
American Healthcorp, Inc., through its wholly owned subsidiary,
Diabetes Treatment Centers of America, Inc., provides comprehensive diabetes
disease management services to managed care organizations and third-party payors
and is the nation's largest operator of hospital-based diabetes treatment and
arthritis and osteoporosis treatment centers. The Company's shares are traded on
the Nasdaq Stock Market under the symbol AMHC.
