SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/21/1997
Entire Document
 
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Stock"), and 5,000,000 shares shall be preferred stock, no par value (the
"Preferred Stock") of which 500,000 shares are designated as Series A
Redeemable Preferred Stock and 416,666 shares are designated as Series B
Convertible Preferred Stock.
    


         The preferences, limitations, and relative rights of the above classes
of stock shall be as follows:

(1)      Series A Redeemable Preferred Stock. There shall be a series of
Preferred Stock to be known and designated as Series A Redeemable Preferred
Stock.  The number of shares constituting such series shall be 500,000.  Set
forth below in this Section (1) of Article 7 is a statement of the designations
and the powers, preferences and rights, and the qualifications, limitations or
restrictions thereof.  All subsection references contained herein shall be to
this Section (1) of Article 7.

         (a)     Dividends.

                          (i)     During the period prior to and including
                 November 20, 1998, holders of Series A Redeemable Preferred
                 Stock shall be entitled to no dividends.  Thereafter, holders
                 of Series A Redeemable Preferred Stock shall be entitled to a
                 cash dividend per share in an amount, per annum, equal to
                 eight percent (8%) of the purchase price per share, payable in
                 arrears in installments on the first day of each calendar
                 quarter and from funds legally available therefor.  The
                 dividends provided for hereunder shall be cumulative and to
                 the extent they are not paid as provided for herein because
                 funds are not legally available therefor or otherwise, they
                 shall be paid as soon as funds are legally available therefor
                 and before any dividends or other distribution (including
                 distributions made as a result of any reorganization,
                 reclassification, merger, consolidation or disposition of
                 assets) are made to holders of the Corporation's Common Stock
                 but subject to the rights, preferences and privileges of any
                 other series of Preferred Stock then issued and outstanding.
                 The dividends hereunder shall be entitled to a liquidation
                 preference pursuant to Subsection (b).

                          (ii)    In the event that the enforcement of any
                 right or remedy accorded to the holders of the Series A
                 Redeemable Preferred Stock upon an Event of Default as set
                 forth in the Purchase Agreement would violate or be restricted
                 by any covenant contained in any instrument relating to any
                 Debt of the Corporation to Suntrust Bank, Nashville, N.A.
                 ("Suntrust"), or any amendment, extension, refunding or
                 refinancing thereof, and upon written request by the
                 Corporation to each holder, the holders shall refrain from
                 asserting any such right or remedy.  For so long as the Event
                 of Default remains uncured, or in the event that Suntrust or
                 any other lender to the Corporation refuses to consent to the
                 payment of the dividend set forth in Subsection (a)(i), the
                 holders shall be entitled to a cash dividend per share in an
                 amount, per annum, equal to fourteen-percent (14%) of the
                 purchase price per share, payable in arrears and installments
                 on the first day of each calendar quarter and from funds
                 legally available

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