the continuance of AmSurg as an AHC subsidiary. In arriving at its opinion, J.C.
Bradford has relied upon publicly available information and information provided
by AHC and AmSurg (including information contained in this Information
Statement), has not independently verified the information concerning AHC and
AmSurg or other data considered in its review, and has relied upon the accuracy
and the completeness of all such information. In connection with its opinion
provided to the Special Committee, J.C. Bradford was not asked to, and did not,
provide any opinion as to the valuation, future performance or long-term
viability of AmSurg as an independent public company following the
Recapitalization, Exchange and Distribution. J.C. Bradford's opinion does not
opine as to or give any assurances of the price at which the shares of Class A
Common Stock will trade after the Distribution. The opinion of J.C. Bradford is
addressed to the Special Committee in connection with its consideration of the
Recapitalization, Exchange and Distribution and permits the AmSurg Board of
Directors to rely upon it and addresses only the fairness, from a financial
point of view, of the Recapitalization, Exchange and Distribution to the
stockholders of AmSurg, other than AHC. J.C. Bradford's opinion is not a
recommendation to any current or prospective stockholder of AHC or AmSurg as to
any investment decisions such person may take.
J.C. Bradford was engaged by the Special Committee on October 11, 1996 to
provide financial advisory and investment banking services. In connection with
the services performed and to be performed by J.C. Bradford, including the
rendering of its written opinion and updates thereto, AmSurg has agreed to pay
J.C. Bradford a fee of $125,000. AmSurg has also agreed to reimburse J.C.
Bradford for its reasonable expenses, and to indemnify it against certain
liabilities and expenses, including certain liabilities under the federal
securities laws, in connection with its services as a financial advisor.
J.C. Bradford, 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.
At the March 7, 1997 meeting of the AHC Board of Directors, the Board
approved the Distribution and the related Recapitalization and Exchange, subject
to the satisfaction or waiver of the conditions set forth in the Distribution
Agreement. At this meeting, the Board determined that the transactions are fair
to and in the best interests of the AHC stockholders. The principal factors
considered by the AHC Board of Directors in reaching this conclusion were the
ones set forth above in connection with its October 16, 1996 decision as well as
the financial advice and opinion of Morgan Keegan. Morgan Keegan delivered its
opinion, set forth as Appendix C hereto, that the Recapitalization, Exchange and
Distribution are fair to the AHC stockholders from a financial point of view. A
description of this opinion, the methodology employed, the analysis on which it
was based and the nature of this engagement of Morgan Keegan is set forth below.
Opinion of Morgan Keegan. On March 7, 1997, the AHC Board of Directors
received a written opinion from Morgan Keegan to the effect that, based upon the
factors set forth in such opinion the Recapitalization, Exchange and the
Distribution are fair to the stockholders of AHC from a financial point of view.
The full text of Morgan Keegan's opinion which sets forth certain assumptions
made, matters considered and limitations on the review undertaken, is set forth
in Appendix C and is incorporated herein by reference and should be read in its
entirety in connection with this Information Statement. This summary is
qualified in its entirety by reference to the full text of such opinion. It is a
condition to the consummation of the Distribution that Morgan Keegan deliver an
updated opinion to the AHC Board, to be dated the Distribution Date, in
substantially the same form as the opinion set forth in Appendix C. See
" -- Conditions." The opinion of Morgan Keegan assumes that the
Recapitalization, Exchange and Distribution are consummated as described in this