SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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          (f) The Special Committee of the Board of Directors of AmSurg shall
     have received an opinion, acceptable to it, of J.C. Bradford & Co. as to
     the fairness, from a financial point of view, of the Recapitalization,
     Exchange and Distribution to shareholders of AmSurg other than AHC and such
     other opinions as may be deemed appropriate by such committee and such
     opinion or opinions shall not have been withdrawn;
 
          (g) The Board of Directors of AHC shall have received an opinion,
     acceptable to it, of Morgan Keegan & Co., Inc. as to the fairness, from a
     financial point of view, of the Recapitalization, the Exchange and the
     Distribution to the stockholders of AHC, a favorable opinion of Houlihan,
     Lokey, Howard & Zukin as to certain solvency issues and such other opinions
     as may be deemed appropriate by the Board of Directors of AHC and such
     opinions shall not have been withdrawn;
 
          (h) There shall be no proposed legislation or regulation introduced
     which, if adopted, would have the effect of amending the Code so as to
     alter in any materially adverse respect the substantially tax-free
     treatment of the Distribution under Section 355 of the Code or the
     classification of the Recapitalization and Exchange as a tax-free
     organization under Section 368(a)(1)(E) of the Code;
 
          (i) The matters set forth in Section 2.7(a), (c), (d), (e) and (f)
     shall have been approved by the shareholders of AmSurg; and
 
          (j) Any required waiting period applicable to the Exchange or the
     Distribution under the HartScott-Rodino Antitrust Improvements Act of 1976,
     as amended, shall have expired or otherwise terminated and AHC and AmSurg
     shall each have obtained such other consents and approvals of federal,
     state and local governmental authorities and other third parties as shall
     be deemed necessary or appropriate by the Boards of Directors of AHC and
     AmSurg in connection with the transactions contemplated hereby, and there
     shall be no suit or governmental proceeding pending or overtly threatened
     that would challenge the validity of or seek to enjoin the
     Recapitalization, the Exchange or the Distribution.
 
     2.3 Recapitalization.  The Recapitalization will be effected, subject to
the satisfaction or waiver of the conditions set forth in Section 2.2 above,
through an amendment to the Charter of AmSurg. The Recapitalization will: (a)
reduce on a one for three basis the number of outstanding shares of common stock
of AmSurg through a reverse stock split (or transaction having the effect of a
reverse stock split), with the intention of permitting the shares of common
stock of AmSurg distributed in the Distribution to trade at proportionately
higher per share prices and thereby improving the trading markets for these
shares in order to facilitate subsequent equity financings and acquisition
transactions (the "Reverse Stock Split") and (b) authorize a new class of common
stock (the "Class B Common Stock") having seven votes per share in the election
of directors of AmSurg so that, when exchanged for all of the shares of common
stock of AmSurg then owned by AHC, AHC will own shares of common stock of AmSurg
sufficient to constitute "control" within the meaning of Section 368(c) of the
Code. The Reverse Stock Split will be accomplished by converting each three
shares of common stock of AmSurg outstanding immediately prior to the Reverse
Stock Split into a single share of a newly authorized class of common stock of
AmSurg, denominated Class A Common Stock (the "Class A Common Stock"). Following
the Recapitalization the only authorized classes of common stock will be Class A
Common Stock and Class B Common Stock. Unless otherwise required by the IRS
Ruling, the Class A Common Stock and Class B Common Stock will have the terms
substantially as set forth in the Amended and Restated Charter approved by the
AmSurg Board of Directors on the date hereof. It is understood and agreed that
the number of votes per share of Class B Common Stock is required to be
sufficient to enable AHC to distribute, in the Distribution, "control" of AmSurg
within the meaning of Section 368(c) of the Code, after giving effect to any
anticipated issuances of capital stock of AmSurg on the exercise of stock
options and any issuances in possible equity financing transactions and
acquisitions, but that AmSurg shall not issue more shares of Class B Common
Stock than are to be issued in the Exchange. The Recapitalization is intended to
qualify for tax free treatment, for federal income tax purposes, under Section
368(a)(1)(E) of the Code. In connection with the Recapitalization, no changes
will be made in any options to purchase shares of AmSurg common stock, except
that the shares of common stock authorized or subject to outstanding options
will become shares of Class A Common Stock, the number of shares authorized
 
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