SEC Filings

AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
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a materially adverse effect on such Subsidiary. Each such Subsidiary has all
requisite power and authority to own or hold under lease the properties it
purports to own or hold under lease and to carry on its business as now being


                  (i) The Company has furnished the Purchasers with the
         following financial statements: (i) the audited consolidated and
         consolidating balance sheets of the Company at December 31, 1995 and
         the related audited statements of operations, stockholders' equity and
         cash flows for each of the two years in the period ended December 31,
         1995, all reported on by Deloitte & Touche, LLP, and (ii) the
         unaudited consolidated and consolidating balance sheet of the Company
         at September 30, 1996 and the related unaudited statement of
         operations, stockholders' equity and cash flows for the period ended on
         such date (the "Historical Financial Statements"). The Historical
         Financial Statements (i) have been prepared in conformity with GAAP
         applied on a consistent basis and disclose all liabilities, direct and
         contingent, required to be shown in accordance with such principles and
         (ii) present fairly the financial position of the Company at the dates
         indicated and results of operations for the periods indicated (subject,
         in the case of such unaudited financial statements, to normal year-end
         and audit adjustments and the absence of footnotes).

                  (ii) No document, certificate or written statement furnished
         to the Purchasers by or on behalf of the Company in connection with the
         transactions contemplated hereby contains any untrue statement of a
         material fact or omits to state a material fact necessary in order to
         make the statements contained therein, in the light of the
         circumstances under which they were made, not misleading.

                  (iii) Except as set forth in SCHEDULE 8B, no event has
         occurred peculiar to the Company or any of its Subsidiaries which
         materially adversely affects or in the future would reasonably be
         expected to (so far as the Company can now reasonably foresee)
         materially adversely affect the business, prospects, condition
         (financial or other) or operations of the Company or any of its
         Subsidiaries which has not been disclosed in this Agreement. The
         Company and its Subsidiaries have not sustained since September 30,
         1996 any loss or interference with its business from fire, explosion,
         flood or other calamity, whether or not covered by insurance, or from
         any labor dispute or court or governmental action, order or decree
         which is material to the Company or any of its Subsidiaries; and,
         except as contemplated hereby, since September 30, 1996, there has not
         been any material change in the outstanding capital stock or long-term
         or short-term debt of the Company or any of its Subsidiaries or in the
         capitalization of the Company or any material adverse change, or any
         development which the Company has reasonable cause to believe (so far
         as the Company can now reasonably foresee) will involve a prospective
         material adverse change, in or affecting the business, condition
         (financial or other), assets, properties, operations or prospects of
         the Company or any of its Subsidiaries.