SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
<PAGE>   28
 
     In its opinion, Morgan Keegan stated that it has, among other things:
 

<TABLE>
<S>     <C>
(i)     reviewed the publicly available consolidated financial
        statements of AHC and certain other relevant financial and
        operating data, including primarily, line of business
        operating data, and financial data and projections of AHC
        and AmSurg made available to it 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 primarily 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 the management of AHC;
(v)     discussed the business, financial condition and prospects of
        AmSurg with the management of AHC and AmSurg;
(vi)    reviewed the financial terms of the Recapitalization,
        Exchange and Distribution;
(vii)   reviewed the financial terms, to the extent publicly
        available, of certain spin-off transactions involving other
        companies it deemed relevant to the analysis of the
        Distribution, and certain merger transactions involving
        other companies it deemed relevant to the analysis of the
        potential sale of certain of AHC's subsidiaries to an
        unaffiliated purchaser;
(viii)  reviewed certain publicly available financial data and stock
        trading activity relating to certain healthcare companies it
        deemed appropriate in analyzing AHC and AmSurg;
(ix)    reviewed the Information Statement included in the
        Registration Statement on Form 10 for the AmSurg Common
        Stock filed with the SEC on March 11, 1997; and
(x)     performed such other analysis and examinations and
        considered such other information, financial studies,
        analysis and investigations and financial, economic and
        market data as it deemed relevant.
</TABLE>

 
     In making its analyses, Morgan Keegan considered the financial aspects of
other alternatives available to AHC, including the sale of certain of AHC's
subsidiaries to an unaffiliated purchaser, the sale of all or a portion of
AmSurg to the public through an initial public offering and the continuance of
AmSurg as an AHC subsidiary. The opinion also states that Morgan Keegan has
relied upon publicly available information and information provided by AHC and
AmSurg (including the 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 completeness
of all such information. In connection with its opinion provided to the AHC
Board of Directors, Morgan Keegan was not asked to, and did not, provide any
opinion as to the valuation, future performance or long-term viability of AHC or
AmSurg as independent public companies following the Recapitalization, Exchange
and Distribution. Morgan Keegan's opinion does not opine as to or give any
assurances of the price at which the shares of AHC Common Stock or Class A
Common Stock will trade after the Distribution. The opinion of Morgan Keegan is
addressed to the Board of Directors of AHC in connection with its consideration
of the Recapitalization, Exchange and Distribution and addresses only the
fairness, from a financial point of view, of the Recapitalization, Exchange and
Distribution to the holders of AHC Common Stock. Morgan Keegan's opinion is not
a recommendation to any current or prospective stockholder of AHC or AmSurg, as
to any investment decisions such person may make.
 
     Morgan Keegan was engaged by AHC on December 12, 1996 to provide general
financial advisory and investment banking services. In connection with the
services performed and to be performed by Morgan Keegan regarding the
Distribution, including the rendering of its written opinion and updates
thereto, AHC has agreed to pay Morgan Keegan a fee of $125,000. AHC also has
agreed to reimburse Morgan Keegan 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 financial
advisor.
 
     Morgan Keegan, as part of its investment banking services, regularly
provides financial advisory services in connection with mergers and
acquisitions, corporate restructuring, strategic alliances, negotiated
underwritings, secondary distributions of listed and unlisted securities,
private placements and valuations for corporate and other purposes.
 
                                       21