SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
 
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addition, upon certain events of default by AmSurg, the holders of the Series A
Preferred Stock have the right to a cash dividend of $0.84 per share until such
default has been cured. All dividends are cumulative. Upon any voluntary or
involuntary liquidation, dissolution or winding up of AmSurg, the holders of the
Series A Preferred Stock will be entitled to be paid in cash the purchase price
of their shares plus any accrued and unpaid dividends (the "Liquidation Value"),
before any distribution or payment is made upon any other junior securities,
including the Series B Preferred Stock. In the event AmSurg subdivides or
combines the outstanding shares of any class of AmSurg common stock, the Series
A Preferred Stock shall automatically be combined or subdivided so that
following such an event, the conversion rate, ownership interests and voting
interests of the Series A Preferred Stock are equitably preserved. The holders
of the Series A Preferred Stock are entitled to convert, at the then current
market price per share of the Class A Common Stock, into shares of Class A
Common Stock for a period of 30 days, any or all of their shares of Series A
Preferred Stock into Class A Common Stock upon the earlier to occur of (a) 60
days after a Spin-off and (b) a Qualified IPO, as those terms are defined in the
AmSurg Charter. The Distribution will constitute a Spin-off. The outstanding
shares of Series A Preferred Stock are mandatorily redeemable at a price equal
to the Liquidation Value on the earliest to occur of (a) the sale, lease or
disposition by AmSurg of all or substantially all of its assets (an "AmSurg
Sale"); (b) a merger or consolidation of AmSurg with or into another entity; (c)
the sale, transfer or other disposition of all or substantially all of the
capital stock of AmSurg; (d) a Qualified IPO; or (e) November 20, 2002. In
addition, AmSurg may redeem, at any time upon 45 days written notice, all or
part of the outstanding shares of Series A Preferred Stock at a price equal to
the Liquidation Value.
 
     Series B Convertible Preferred Stock.  The holders of the Series B
Preferred Stock initially are entitled to 1.05 votes per share on all matters to
be voted on by stockholders. In the event the aggregate number of fully diluted
shares of Class A Common Stock into which the Series B Preferred Stock is
convertible increases above 599,215, the aggregate voting rights of the holders
of the Series B Preferred Stock will be increased by one vote for each
additional fully diluted share over 599,215. The holders of the Series B
Preferred Stock have the right to receive such dividends as may be declared from
time to time by the Board of Directors from funds legally available therefor. In
the event AmSurg subdivides or combines the outstanding shares of any class of
AmSurg common stock, the Series B Preferred Stock shall automatically be
combined or subdivided so that following such an event, the conversion rate,
ownership interests and voting interests of the Series B Preferred Stock are
equitably preserved. The Series B Preferred Stock is junior to the Series A
Preferred Stock and senior to the Class A Common Stock and Class B Common Stock
with respect to the liquidation preference. In the event of an AmSurg Sale or a
Qualified IPO, all of the issued and outstanding shares of Series B Preferred
Stock shall automatically convert into Class A Common Stock at a rate that will
result in the holders of the Series B Preferred Stock holding that number of
shares of Class A Common Stock that approximates 6% of the equity of AmSurg
determined as of November 20, 1996, with that percentage being ratably increased
to 8% of the equity of AmSurg if a triggering event has not occurred by November
20, 2000. In the event that AmSurg reorganizes pursuant to a Spin-off or
otherwise, reclassifies its capital stock, consolidates or merges with or into
another corporation, or sells, transfers or otherwise disposes of all of its
property, assets or business to another corporation other than in an AmSurg
Sale, all of the issued and outstanding shares of Series B Preferred Stock may
be converted into shares of Class A Common Stock. If by November 20, 2002 there
shall not have occurred an AmSurg Sale or a Qualified IPO, then the holders of
Series B Preferred Stock shall have the right to require AmSurg to purchase all
of the issued and outstanding shares of Series B Preferred Stock on an as if
converted basis at the current market price of the underlying Class A Common
Stock.
 
     Transfer Agent and Registrar.  SunTrust Bank, Atlanta will be the transfer
agent and registrar for the AmSurg Common Stock.
 
1992 STOCKHOLDERS' AGREEMENT
 
     AHC, as a founding stockholder of AmSurg, along with certain private
investors, are parties to a stockholders' agreement dated as of April 2, 1992
(the "1992 Stockholders' Agreement"). In connection with an equity financing of
AmSurg Preferred Stock in November 1996, the 1992 Stockholders' Agreement was
amended to include the purchasers of AmSurg Preferred Stock. The 1992
Stockholders' Agreement provides
 
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