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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):
September 5, 2000 (August 18, 2000)
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AMSURG CORP.
(Exact Name of Registrant as Specified in its Charter)
TENNESSEE 000-22217 62-1493316
(State or other jurisdiction of (Commission (I.R.S. employer
incorporation or organization) File Number) 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)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Effective August 1, 2000, AmSurg Holdings, Inc. ("AmSurg"), a subsidiary
of AmSurg Corp., purchased from American Surgery Centers of Alabama, Inc.
("PRG"), an Alabama corporation and subsidiary of Physicians Resource Group,
Inc., PRG's 65% membership interest in The Southern Alabama Surgery Center, LLC,
an Alabama limited liability company which operates a surgery center in Dothan,
Alabama.
Pursuant to the terms of the Acquisition Agreement, dated January 31,
2000, as amended, by and among AmSurg Corp., Physicians Resource Group, Inc. and
other entities, AmSurg paid PRG a purchase price of $14,220,592 in cash. The
cash used in the purchase transaction was provided primarily from borrowings
under AmSurg Corp.'s revolving credit agreement with SunTrust Bank, Nashville,
as agent. The consideration paid to PRG was determined through arm's-length
negotiations between AmSurg Corp. and Physicians Resource Group, Inc.
ITEM 5. OTHER EVENTS.
Effective September 1, 2000, AmSurg sold 13% of its newly acquired
membership interest to individual members of The Southern Alabama Surgery
Center, LLC, under an option agreement, dated as of September 1, 2000, for an
aggregate purchase price equivalent to the original purchase price paid to PRG
for such ownership interests.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
It is impractical to provide at this time the financial statements and
pro forma financial information required by Item 7(a) and 7(b) for the acquired
business described above. The Company anticipates filing this information in an
amendment to this Form 8-K on or prior to November 1, 2000.
(c) Exhibits:
2.1 Acquisition Agreement, dated January 31, 2000, as amended, 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, dated February 15, 2000, of
Physicians Resource Group, Inc.)
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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 thereunto duly authorized.
AMSURG CORP.
By: /s/ Claire M. Gulmi
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CLAIRE M. GULMI
Senior Vice President and Chief
Financial Officer (Principal Financial
and Duly Authorized Officer)
Date: September 5, 2000
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2.1 Acquisition Agreement, dated January 31, 2000, as amended, 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, dated February 15, 2000, of
Physicians Resource Group, Inc.)
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