SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
 
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such information in its possession, and thereafter requires that each party give
the other prior notice of its intention to dispose of such information.
 
   
     The Distribution Agreement provides that each of AmSurg and AHC will bear
its own expenses in connection with the transactions contemplated by the
Distribution Agreement, provided, however, that (a) AHC and AmSurg will share
equally the costs of (i) preparing this Information Statement, (ii) preparing
the Distribution Agreement, the Exchange Agreement and the Management Agreement
and (iii) preparing the SEC no-action letter; (b) AmSurg will be responsible for
the costs of (i) preparing and, as required, filing any Charter amendment
required to effect the Recapitalization, (ii) preparing, printing (or
reproducing) and mailing a proxy statement for the purpose of soliciting the
votes of stockholders of AmSurg in order to effect the Recapitalization and to
obtain any other required approvals of the stockholders of AmSurg, (iii) listing
or other inclusion of the shares of Class A Common Stock on the Nasdaq National
Market or other national securities exchange, (iv) any required registration or
qualification of any shares of AmSurg Common Stock under state blue sky and
securities laws, (v) the preparation of stock certificates for the shares of
AmSurg Common Stock to be distributed in connection with the Recapitalization,
the Exchange and the Distribution, (vi) the fees and expenses of J.C. Bradford
as financial advisor to AmSurg, (vii) the fees of counsel to AmSurg and to the
Special Committee, (viii) preparing and auditing the separate financial
statements of AmSurg and its consolidated subsidiaries and (ix) obtaining any
governmental or third party consents or approvals required to be obtained on the
part of AmSurg in connection with the transactions contemplated by this
Agreement; and (c) AHC will be responsible for the costs of (i) preparing the
IRS letter ruling request, (ii) printing (or reproducing) and mailing this
Information Statement, (iii) the fees and expenses of the Distribution Agent in
connection with the Distribution, (iv) the fees and expenses of Morgan Keegan,
as financial advisor to AHC, and the fees of other professional advisors deemed
necessary by AHC, (v) the fees and expenses of counsel to AHC with respect to
services performed on behalf of AHC, (vi) preparing and auditing the financial
statements of AHC and its consolidated subsidiaries (except for the separate
financial statements of AmSurg and its consolidated subsidiaries as provided in
clause (b)(viii) above) and (vii) obtaining any governmental or third party
consents or approvals required to be obtained on the part of AHC in connection
with the transactions contemplated by the Distribution. The expenses of AHC and
AmSurg in connection with the transactions contemplated by the Distribution
Agreement are estimated to be $550,000 and $450,000, respectively.
    
 
CONDITIONS
 
     The obligations of AmSurg and AHC to consummate the Distribution (as well
as the Recapitalization and the Exchange) are subject to the fulfillment or
waiver of certain conditions, including the following: (i) the receipt by AHC of
the IRS ruling in form and substance satisfactory to AHC, in its sole
discretion, concerning the treatment of the Distribution under Section 355 of
the Code and the absence of any proposed or pending legislation that would
adversely affect such ruling; (ii) the listing on a national securities exchange
or for inclusion on the Nasdaq National Market of the Class A Common Stock or
such other trading market as the parties may agree; (iii) the approval by the
stockholders of AmSurg of the members of AmSurg's Board of Directors who are to
serve as directors after the Distribution, the amendment and restatement of
AmSurg's Charter and Bylaws in the form to be effective after the Distribution,
for which amendment the Series A Preferred Stock and the Series B Preferred
Stock are entitled to vote as a separate class, and AmSurg's 1997 Stock
Incentive Plan; (iv) the approval of the Recapitalization and Exchange by the
holders of at least a majority of the voting power of the outstanding shares of
capital stock of AmSurg at a meeting of the stockholders of AmSurg, with holders
of no more than 5% of the outstanding shares of AmSurg common stock exercising
their right to seek dissenters' rights of appraisal under Tennessee law; (v) the
receipt by the Special Committee and the Board of Directors of AmSurg of an
opinion of J.C. Bradford acceptable to the Board of Directors of AmSurg as to
the fairness, from a financial point of view, of the Recapitalization, Exchange
and Distribution to the stockholders of AmSurg, other than AHC; and (vi) the
receipt by the Board of Directors of AHC of an opinion from Morgan Keegan as to
the fairness, from a financial point of view, of the Recapitalization, Exchange
and Distribution to the stockholders of AHC and such other opinions as AHC may
deem necessary in its sole discretion. In addition, the obligations of AmSurg
and AHC to effect the Exchange are subject to the completion of the
Recapitalization, and, in turn, the obligations of AHC to effect
 
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