SEC Filings

AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
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Affiliate. The PBGC has not instituted proceedings to terminate any Plan with
respect to which the Company or an ERISA Affiliate has liabilities. There exists
no condition or set of circumstances which presents a material risk of
termination or partial termination of any Plan by the PBGC. The Company and each
ERISA Affiliate have paid all premiums to the PBGC when due.

                  (c) Accumulated Funding Deficiency. Full payment has been made
of all amounts which are required under the terms of each Plan to have been paid
or accrued as contributions to such Plan as of the last day of the most recent
fiscal year of such Plan ended on or before the date of this Agreement (except
such contributions as have not been made but that can be timely made at a later
date without penalty in accordance with sections 412 and 4971 of the Code), and
no accumulated funding deficiency (as defined in section 302 of ERISA and
section 412 of the Code), whether or not waived, exists with respect to any
Plan. Neither the Company nor an ERISA Affiliate has failed to make a required
installment under section 412(m) of the Code.

                  (d) Relationship Of Benefits to Pension Plan Assets. The
current value of the "benefit liabilities" (as defined in section 4001 (a)(16)
of ERISA) of each Plan subject to Title IV of ERISA and section 412 of the Code
does not exceed the fair market value of the assets of such Plan, except, in the
case of Plans established after the date hereof, as permitted by the applicable
funding requirements of Section 412 of the Code. Neither the Company nor any
ERISA Affiliate is required to provide security to any Plan. No Lien under
section 412(n) of the Code or sections 302(f) or 4068 of ERISA has been or is
reasonably expected by the Company to be imposed on the assets of the Company or
any ERISA Affiliate.

                  (e) Compliance with ERISA. All Plans which are intended to be
"qualified" have been determined by the Internal Revenue Service to be
"qualified" under section 401 (a) of the Code. All Plans and Welfare Plans
contributed to or maintained by the Company or an ERISA Affiliate have been
administered substantially in compliance with ERISA and the applicable
provisions of the Code. There are no pending issues before the Internal Revenue
Service or any court of competent jurisdiction related to the qualification of,
or payment of benefits under, any Plan or Welfare Plan.

                  (f) Execution of Agreements; Purchase and Sale of Preferred
Stock, etc. The execution and delivery of this Agreement, the issue and sale of
the Preferred Stock and the consummation of the transactions contemplated by
this Agreement and the Other Agreements will not involve any transaction which
is subject to the prohibitions of section 406 of ERISA or in connection with
which a tax could be imposed pursuant to section 4975 of the Code. The
representation by the Company in the preceding sentence is made in reliance upon
and subject to the accuracy of the Purchasers' representations in paragraph 9 as
to the source of funds used to pay the purchase price of the Preferred Stock.