SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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                                                                   MORGAN KEEGAN
- --------------------------------------------------------------------------------
MORGAN KEEGAN & COMPANY, INC.
MORGAN KEEGAN TOWER
FIFTY FRONT STREET
MEMPHIS, TENNESSEE 38103
901/524-4100 TELEX 69-74324
WATS 800/368-7426
 
MEMBERS NEW YORK STOCK EXCHANGE, INC.
 
                                                                      APPENDIX C
 
                                                                   March 7, 1997
 
The Board of Directors
American Healthcorp, Inc.
One Burton Hills Boulevard
Nashville, TN 37215
 
Gentlemen:
 
     We have acted as financial advisor to American Healthcorp, Inc., a Delaware
corporation ("AHC"), in connection with the proposed recapitalization (the
"Recapitalization") of the common stock of AmSurg Corp., a Tennessee Corporation
("AmSurg"), the proposed exchange of AHC's Class A Common Stock in AmSurg for
Class B Common Stock in AmSurg ("the Exchange") and the proposed distribution
(the "Distribution") to the holders of AHC common stock, par value $0.001 per
share (the "AHC Common Stock"), of 59% of the outstanding common stock, no par
value (the "AmSurg Common Stock") of AmSurg. We have been advised that the
purposes of the Recapitalization, the Exchange and the Distribution are as set
forth in the Information Statement proposed to be sent to the stockholders of
AHC, a draft of which has been furnished to us. The Recapitalization, the
Exchange and the Distribution are described more fully in such Information
Statement. You have requested our opinion as to whether the Recapitalization,
the Exchange and the Distribution are fair to the holders of AHC Common Stock
from a financial point of view. We have assumed that the Distribution will be
substantially tax-free to AHC and its stockholders as set forth in the
Information Statement. We have not been asked to, and do not, express any
opinion as to the valuation, future performance or long-term viability of AmSurg
or AHC as an independent public company following either the Recapitalization,
the Exchange or the Distribution. This opinion does not opine on or give any
assurance of the prices at which the shares of AHC Common Stock, AmSurg Class A
Common Stock, or AmSurg Class B Common Stock will actually trade after the
Distribution.
 
     In connection with our review of the Recapitalization, the Exchange and the
Distribution, and in arriving at our opinion, we have, among other things:
 
          (i) reviewed the publicly available consolidated financial statements
     of AHC and certain other relevant financial and operating data of AHC made
     available to us from published sources and by officers of AHC;
 
          (ii) reviewed the financial statements of AmSurg contained in the
     Information Statement;
 
          (iii) reviewed certain internal financial and operating information,
     including certain projections, relating to AHC and AmSurg prepared by the
     managements of AHC and AmSurg, respectively;
 
          (iv) discussed the business, financial condition and prospects of AHC
     with certain officers of AHC;
 
          (v) discussed the business, financial condition and prospects of
     AmSurg with certain officers of AHC and AmSurg;
 
          (vi) reviewed the financial terms of the Recapitalization, the
     Exchange and the Distribution;
 
          (vii) reviewed the financial terms, to the extent publicly available,
     of certain transactions we deemed relevant;
 
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