SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
 
<PAGE>   5



         PREFERRED STOCK PURCHASE AGREEMENT, dated as of November 20, 1996, by
and among AmSurg Corp., a Tennessee corporation (the "Company"), Electra
Investment Trust P.L.C., a company with limited liability organized under the
laws of England and Wales ("Electra"), Capitol Health Partners, L.P., a Delaware
limited partnership ("CHP") and Michael E. Stephens ("Stephens", and together
with Electra and CHP the "Purchasers", and each, a "Purchaser").

         WHEREAS, the Purchasers desire, upon the terms and conditions
hereinafter provided, to purchase from the Company "Preferred Stock" which
consists of 1,500,000 shares of its Series A Redeemable Preferred Stock, no par
value per share (the "Redeemable Stock") and 1,250,000 shares of its Series B
Convertible Preferred Stock, no par value per share ("Convertible Stock"); and

         WHEREAS, the Company desires, upon the terms and conditions hereinafter
provided, to sell the Preferred Stock to the Purchasers; and

         WHEREAS, the purchase and sale of the Preferred Stock is made in
contemplation of a proposed Spin Off by the Company through which all of the
issued and outstanding common stock of the Company held by American Healthcorp,
Inc. ("AHC") will be distributed to the shareholders of AHC in a tax-free
distribution under Section 355 of the Code.

         NOW, THEREFORE, the parties hereto hereby agree as follows:

         1. AUTHORIZATION OF FINANCING. In order to provide funds for the
expansion of its business and for general corporate purposes, the Company has
authorized the issuance and delivery of 1,500,000 shares of Redeemable Stock and
1,250,000 shares of Convertible Stock. The certificates representing such shares
of Preferred Stock shall be dated the Closing Date and be substantially in the
forms attached hereto as EXHIBITS A and B, respectively, and the shares shall
have terms substantially as specified in the forms of the designation for the
Redeemable Stock (the "Redeemable Designation"), and the designation for the
Convertible Stock (the "Convertible Designation"), both contained in the
Company's Articles of Amendment, dated November 20, 1996 (the "Articles of
Amendment") attached hereto as EXHIBIT C.

         Unless otherwise defined, capitalized terms used in this Agreement are
defined in paragraph 10 hereof.

         2. PURCHASE AND SALE OF PREFERRED STOCK. The Company hereby agrees to
sell to Purchasers and, subject to the terms and conditions herein set forth,
Purchasers agree to purchase from the Company 1,500,000 shares of the Redeemable
Stock having an aggregate purchase price of $3,000,000, and 1,250,000 shares of
Convertible Stock having an aggregate purchase price of $2,500,000. The shares
shall be in the form of one or more certificates in each Purchaser's name, and
in such denominations as the Purchasers shall request:


                                        1