SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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                                                                      APPENDIX B
 
                                                      J.C. Bradford (Letterhead)
 
                                                                   March 7, 1997
 
Special Committee of the Board of Directors
AmSurg Corp.
One Burton Hills Boulevard
Suite 350
Nashville, TN 37215
 
Gentlemen:
 
     You have requested our opinion as to the fairness, from a financial point
of view, to the holders of the outstanding common stock, par value $0.01 per
share (the "AmSurg Common Stock"), of AmSurg Corp. (the "Company" or "AmSurg"),
other than American Healthcorp, Inc. ("AHC") (such shareholders being
collectively referred to herein as the "Unaffiliated Shareholders"), of the
proposed recapitalization (the "Recapitalization") and proposed exchange (the
"Exchange") of the Common Stock, and the proposed distribution (the
"Distribution") to the holders of AHC common stock, par value $0.001 per share
(the "AHC Common Stock") of all the outstanding AmSurg Common Stock owned by
AHC. For purposes of this opinion, we have assumed that the draft Distribution
Agreement in the form previously provided to us will not vary in any material
respect form the Distribution Agreement to be signed by the parties thereto.
 
     The Recapitalization provides for, among other things, the conversion of
all shares of AmSurg Common Stock into shares of newly-issued AmSurg Class A
Common Stock, no par value (the "Class A Common Stock"), which will reduce on a
1 for 3 basis the number of outstanding shares of Common Stock through a reverse
stock split (the "Reverse Stock Split"). Immediately following the Reverse Stock
Split, AHC will exchange its shares of Class A Common Stock for shares of Class
B common stock, no par value (the "Class B Common Stock"). The sole purpose for
the Exchange is to increase the voting power of AHC in AmSurg prior to the
Distribution to the extent required in order for the Distribution to qualify for
substantially tax-free treatment for federal income tax purposes. The shares of
Class A Common Stock will have one vote per share on all matters, while the
shares of Class B Common Stock will have 7 votes per share on the election or
removal of directors of AmSurg and one vote per share on all other matters. The
shares of Class B Common Stock will convert automatically into shares of Class A
Common Stock upon the first transfer following the Distribution. The shares of
Class A and Class B Common Stock will be entitled to share ratably in any
dividends other than dividends payable with respect to AmSurg preferred stock.
In all other respects, the Class A Common Stock and Class B Common Stock will be
identical. No further shares of Class B Common Stock will be issued following
the Distribution.
 
     In the Distribution, each holder of AHC Common Stock on the Distribution
Record Date will receive a dividend of 69 shares of AmSurg Class B Common Stock
for every 100 shares of AHC Common Stock owned by such holder on the
Distribution Record Date, with cash being paid in lieu of fractional interests
in a share of Class B Common Stock.
 
     J.C. Bradford & Co., as part of its investment banking business, engages in
the valuation of businesses and securities in connection with mergers and
acquisitions, negotiated underwritings, secondary distributions of listed and
unlisted securities, private placements, and valuations for estate, corporate,
and other purposes.
 
J.C. Bradford (Address)
 
                                       B-1