SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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                 therefore.  The dividends provided for hereunder shall be
                 cumulative and, to the extent they are not paid as provided
                 for herein because funds are not legally available therefor or
                 otherwise, they shall be paid as soon as funds are legally
                 available therefor and before any dividends or other
                 distributions (including distributions made as a result of any
                 reorganization, reclassification, merger, consolidation or
                 disposition of assets) are made to holders of the
                 Corporation's Common Stock, but subject to the rights,
                 preferences and privileges of any other series of Preferred
                 Stock then issued and outstanding.  Upon cure by the
                 Corporation of such Event of Default, or upon consent by each
                 lender whose consent is necessary for the payment of a
                 dividend, and upon payment of all due or accrued dividends,
                 the cumulative dividend per share under this Subsection
                 (a)(ii) shall thereupon be reduced to the dividend, if any, to
                 which the holder would be entitled absent an Event of Default,
                 or upon consent by all such lenders.  The dividends hereunder
                 shall be entitled to a liquidation preference pursuant to
                 Subsection (b).

         (b)     Liquidation.  Upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of the Series A
Redeemable Preferred Stock will be entitled to be paid out of the assets of the
Corporation available for distribution to shareholders (whether from capital,
surplus or earnings), before any distribution or payment is made upon any other
Junior Securities, an amount in cash equal to the aggregate Liquidation Value
of all Series A Redeemable Preferred Stock outstanding, and the holders of the
Series A Redeemable Preferred Stock will not be entitled to any further
payment.  If, upon any such liquidation, dissolution or winding up of the
Corporation, the assets of the Corporation to be distributed among the holders
of the Series A Redeemable Preferred Stock are insufficient to permit payment
to such holders of the aggregate amount to which they are entitled, then the
entire assets of the Corporation to be distribution to such holders will be
distributed ratably among such holders based upon the aggregate Liquidation
Value of the Series A Redeemable Preferred Stock held by each such holder.  The
Corporation will mail written notice of such liquidation, dissolution or
winding up, not less than thirty (30) days prior to the payment date stated
therein, to each record holder of Series A Redeemable Preferred Stock.  Neither
the consolidation or merger of the Corporation into or with any other
corporation or corporations, nor the sale or transfer by the Corporation of all
or any part of its assets, nor the reduction of the capital stock of the
Corporation, will be deemed to be a liquidation, dissolution or winding up of
the Corporation within the meaning of this Subsection (b).

         (c)     Stock Combinations and Subdivisions.  Subject to the rights,
preferences and privileges of any Common Stock and other series of Preferred
Stock outstanding from time to time and to the immediately following sentence,
in the event the Corporation in any manner subdivides or combines the
outstanding shares of any class of common stock, the Series A Redeemable
Preferred Stock shall automatically be combined or subdivided in such manner as
may be permitted by applicable law so that following such an event, the
conversion rate, ownership interests and voting interests of the Series A
Redeemable Preferred Stock shall be equitably preserved.  Series A Redeemable
Preferred Stock shall not be combined or subdivided unless at the same time
there is a





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