SEC Filings

AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
<PAGE>   24

         (b)     Conversion.

                          (i)     Following the distribution of the shares of
                 Class B Common Stock to the stockholders of American
                 Healthcorp, Inc. in accordance with the Distribution
                 Agreement, dated as of [March ___, 1997], by and between
                 American Healthcorp, Inc. and AmSurg Corp., upon the Transfer
                 (as hereinafter defined) of any share of Class B Common Stock,
                 such share will automatically convert into a newly-issued
                 share of Class A Common Stock.  The term "Transfer" shall mean
                 any sale, assignment, gift or other disposition or transfer of
                 any kind or character other than: (1) a pledge or
                 hypothecation or other granting of an interest in any share of
                 Class B Common Stock as security for a loan or other
                 obligation so long as the transferor retains ownership of any
                 such shares subject to such pledge, hypothecation or other
                 security interest or (2) a transfer to or from street name or
                 a change in street name if in each such case beneficial
                 ownership of the shares subject to transfer remains the same.
                 Following the automatic conversion of any shares of Class B
                 Common Stock pursuant to this Subsection (b)(i), the holder of
                 such shares so converted or his agent shall deliver to the
                 Corporation at its principal offices, or if an agent for the
                 registration or transfer of shares of Class B Common Stock is
                 then duly appointed and acting (said agent being hereinafter
                 referred to as the "Transfer Agent"), then to the office of
                 the Transfer Agent, the certificate or certificates for the
                 shares so converted, and (as so required by the Corporation or
                 the Transfer Agent) accompanied by instruments of transfer, in
                 form satisfactory to the Corporation and the Transfer Agent,
                 duly executed by such holder or such holder's duly authorized
                 attorney, and by transfer tax stamps or funds therefor, if
                 required pursuant to Subsection (b)(v) below.  Until such time
                 as a holder of shares of Class B Common Stock which have been
                 automatically converted pursuant to this Subsection (b)(i)
                 shall surrender such holder's certificates therefor as
                 provided above, such certificates shall be deemed to represent
                 the shares of Class A Common Stock to which such holder shall
                 be entitled upon the surrender thereof.

                          (ii)    As promptly as practicable after the
                 surrender of a certificate representing shares of Class B
                 Common Stock in the manner provided in Subsection (b)(i) above
                 and the payment in cash of any amount required by the
                 provisions of Subsection (b)(v), the Corporation will deliver
                 or cause to be delivered at the office of the Transfer Agent
                 to, or upon the written order of, the holder of such
                 certificate a certificate or certificates representing the
                 number of full shares of Class A Common Stock issuable upon
                 such conversion, issued in such name or names as such holder
                 may direct.

                          (iii)   No adjustments in respect of dividends shall
                 be made upon the conversion of any shares of Class B Common
                 Stock, provided, however, that if a share shall be converted
                 after the record date for the payment of a dividend or other
                 distribution on shares of Class B Common Stock but before such
                 payment, the holder