SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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                 stock splits or divisions which occur after the date shares of
                 Class B Common Stock are issued, only shares of Class A Common
                 Stock shall be distributed with respect to Class A Common
                 Stock and Class B Common Stock; and provided, further that, if
                 a dividend or distribution is declared with respect to Class A
                 Common Stock payable in Class A Common Stock, the Board of
                 Directors shall also declare a pro rata and simultaneous
                 dividend or distribution on the Class B Common Stock and that
                 if a dividend or distribution is declared with respect to
                 Class B Common Stock payable in Class A Common Stock, the
                 Board of Directors shall also declare a pro rata and
                 simultaneous dividend or distribution on the Class A Common
                 Stock.

                 (g)      Issuance of the Class B Common Stock.   The
                 Corporation shall not issue additional shares of Class B
                 Common Stock after the date shares of Class B Common Stock are
                 first issued by the Corporation, and all shares of Class B
                 Common Stock acquired by the Corporation shall be
                 automatically converted into shares of Class A Common Stock.

                 (h)      Open Market Purchases and Issuer Tender Offers.   If
                 the Corporation publicly offers to purchase any shares of
                 Class B Common Stock in the open market or in private
                 transactions or pursuant to an issuer tender offer, the
                 Corporation shall simultaneously offer to purchase at least
                 the same number of shares of Class A Common Stock on the same
                 terms and conditions.

                 (i)      Authorized Shares; Fractional Shares.

                          (1) The number of authorized shares of Class B Common
                 Stock may not be increased unless approved by the holders of a
                 majority of the then outstanding shares of Class A Common
                 Stock voting separately as a class.

                          (2) No fractional shares of Class A Common Stock
                 shall be issued upon conversion of shares of Class B Common
                 Stock.  In lieu of fractional shares, the Transfer Agent shall
                 pay an amount in cash equal to the fair market value of the
                 shares of Class A Common Stock on the conversion date
                 multiplied by the fraction of a share of Class A Common Stock
                 that would otherwise be issuable.

         8.      The shareholders of the Corporation shall not have preemptive
rights.

         9.      All corporate powers shall be exercised by or under the
authority of, and the business and affairs of the Corporation shall be managed
under the direction of, a Board of Directors consisting of not less than three
nor more than nine directors, the exact number of directors to be determined in
the manner provided in the Bylaws of the Corporation.  The Board of Directors
shall be divided into three classes, designated Class I, Class II and Class
III.  Each class shall consist, as nearly as possible, of one-third of the
total number of directors constituting the entire Board of Directors.  Each
class of directors shall be elected for a three-year term, except at the 1997
annual





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