SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/21/1997
Entire Document
 
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capital, surplus or earnings), before any distribution or payment is made upon
any other Junior Securities, an amount in cash equal to the aggregate
Liquidation Value of all Series B Convertible Preferred Stock outstanding, and
the holders of the Series  B Convertible Preferred Stock will not be entitled
to any further payment. If, upon any such liquidation, dissolution or winding
up of the Corporation, the assets of the Corporation to be distributed among
the holders of the Series B Convertible Preferred Stock are insufficient to
permit payment to such holders of the aggregate amount to which they are
entitled, then the entire assets of the Corporation to be distributed to such
holders will be distributed ratably among such holders based upon the aggregate
Liquidation Value of the Series B Convertible Preferred Stock held by each such
holder. The Corporation will mail written notice of such liquidation,
dissolution or winding up, not less than thirty (30) days prior to the payment
date stated therein, to each record holder of Series B Convertible Preferred
Stock. Neither the consolidation or merger of the Corporation into or with any
other corporation or corporations, nor the sale or transfer by the Corporation
of all or any part of its assets, nor the reduction of the capital stock of the
Corporation, will be deemed to be a liquidation, dissolution or winding up of
the Corporation within the meaning of this Subsection (b).

         (c)     Stock Combinations and Subdivisions.  Subject to the rights,
preferences and privileges of any Common Stock and other series of Preferred
Stock outstanding from time to time and to the immediately following sentence,
in the event the Corporation in any manner subdivides or combines the
outstanding shares of any class of common stock, the Series B Convertible
Preferred Stock shall automatically be combined or subdivided in such manner as
may be permitted by applicable law so that following such an event, the
conversion rate, ownership interest and voting interests of the Series B
Convertible Preferred Stock shall be equitably preserved.  Series B Convertible
Preferred Stock shall not be combined or subdivided unless at the same time
there is a proportionate combination or subdivision of all other classes and
series of capital stock of the Corporation.

         (d)     Voting.  The holders of Series B Convertible Preferred Stock
shall be entitled to vote as a separate class on all such matters as may be
required by law to be submitted to such holders as a separate class and shall
have the following additional rights:

                          (i)     no amendment, modification or waiver will be
                 binding or effective with respect to any provision of this
                 Designation unless approved by the  affirmative vote of the
                 holders of at least two-thirds of the outstanding shares of
                 Series B Convertible Preferred Stock voting together as a
                 separate class; and

                          (ii)    the affirmative vote of the holders of
                 two-thirds of the outstanding shares of Series B Convertible
                 Preferred Stock voting together as a separate class shall be
                 necessary to increase the number of authorized shares of
                 Preferred Stock or authorize or issue any additional shares of
                 any series of Preferred Stock or any shares of capital stock
                 of the Corporation of any class, or any security or
                 obligations convertible into any capital stock of the
                 Corporation of any class, in each case ranking





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