SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
 
<PAGE>   6



                  (i) Electra agrees to purchase 1,090,909 shares of Redeemable
         Stock at an aggregate purchase price of $2,181,818, and 909,091 shares
         of Convertible Stock at an aggregate purchase price of S 1,818,182.

                  (ii) CHP agrees to purchase 272,728 shares of Redeemable Stock
         at an aggregate purchase price of $545,456, and 227,272 shares of
         Convertible Stock at an aggregate purchase price of $454,544.

                  (iii) Stephens agrees to purchase 136,363 shares of Redeemable
         Stock at an aggregate purchase price of $272,726, and 113,637 shares of
         Convertible Stock at an aggregate purchase price of $227,274.

         3. CLOSING OF SALE OF PREFERRED STOCK. The closing (the "Closing") of
the purchase and delivery of the Preferred Stock shall take place at the offices
of Manatt, Phelps & Phillips, 1501 M Street, N.W., Washington, D.C. 20005, at
10:00 a.m. on November ____, 1996, or at such other place or on such other date
as the Purchasers and the Company may agree (the "Closing Date"). At the
Closing, the Company will deliver to the Purchasers the Preferred Stock, against
payment of the purchase price therefor by transfer in lawful money of the United
States of America in immediately available funds to such bank and account as the
Company may direct in writing. In addition, at the Closing, the Company will
deliver to (i) Electra, Inc., a Delaware corporation ("Electra Inc."), a check
payable in immediately available funds, in payment of a transaction fee in the
amount of $129,091 (the "Electra Closing Transaction Fee") and Expenses and (ii)
Capitol Health Consultants, Inc. ("CHC"), a Delaware corporation, a check
payable in immediately available funds, in payment of a transaction fee in the
amount $48,409 and Expenses (the "CHC Closing Transaction Fee," and together
with the Electra Transaction Fee, the "Closing Transaction Fee"). The Company
shall also pay at Closing to Electra and CHC their Expenses. In addition, the
Company will pay to Electra transaction fees of $29,091 per annum and to CHP
transaction fees of $10,909 per annum, payable on the first business day of each
calendar year commencing on January 1, 1998 and terminating at the end of the
calendar year in which a Triggering Event takes place.

         4. CONDITIONS OF CLOSING. The Purchasers' obligation to purchase and
pay for the Preferred Stock is subject to the satisfaction or waiver prior to or
at the Closing of the following conditions:

                  4A. OPINIONS OF COUNSEL. The Purchasers shall have received
the favorable opinion of Bass, Berry & Sims, PLC, counsel for the Company,
substantially in the form set forth in EXHIBIT D hereto, and covering any other
matters incident to the transactions contemplated hereby as the Purchasers may
reasonably request, dated the Closing Date and addressed to the Purchasers. To
the extent that the opinion referred to above in this paragraph 4A is rendered
in reliance upon the opinion of any other counsel (which other counsel shall be
reasonably acceptable to counsel for the Purchasers), the Purchasers shall have
received a copy of such opinion of such other counsel, dated the Closing Date
and addressed to the Purchasers, or a letter dated the

                                        2