SEC Filings

AMSURG CORP filed this Form 10-12G/A on 05/21/1997
Entire Document
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those matters. Therefore, AHC has conditioned its obligation upon the receipt of
an opinion from its counsel, Bass, Berry & Sims PLC, to the effect that:
          a. The Recapitalization and the Exchange constitute a tax-free
     "reorganization" under Section 368(a)(1)(E) of the Code; AmSurg and AHC
     will each be a "party to the reorganization" under Section 368(b) of the
          b. No gain or loss will be recognized by AmSurg or AHC as a result of
     the Recapitalization and Exchange;
          c. An AmSurg stockholder will not recognize any income, gain or loss
     as the result of the receipt of AmSurg Common Stock in the Recapitalization
     or Exchange;
          d. The aggregate tax basis of the shares of AmSurg Common Stock
     received in the Recapitalization or the Exchange will equal the aggregate
     tax basis of such stockholder's shares of AmSurg common stock prior to the
     Recapitalization; and
          e. An AmSurg stockholder's holding period for the shares of AmSurg
     Common Stock received by such stockholder in the Recapitalization or
     Exchange will include the holding period of the AmSurg common stock held by
     such stockholder immediately prior to the Recapitalization and Exchange,
     provided such AmSurg common stock was held as a capital asset as of the
     time of the Recapitalization and Exchange.
     An opinion of counsel is not binding on the IRS or the courts. Moreover,
the opinion of counsel will be based upon, among other things, current law and
certain representations to counsel for AHC as to factual matters made by, among
others, AHC and AmSurg which, if incorrect in certain material respects, would
jeopardize the conclusions reached by counsel.
     Current Treasury regulations require AHC stockholders who receive Class B
Common Stock pursuant to the Distribution to attach to their federal income tax
returns for the year in which the Distribution occurs a detailed statement
setting forth such data as may be appropriate in order to show the applicability
of Section 355 of the Code to the Distribution. AHC will provide an appropriate
statement to each AHC stockholder of record as soon as practicable after the