SEC Filings

8-K
AMSURG CORP filed this Form 8-K on 09/16/1997
Entire Document
 
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ASSET PURCHASE AGREEMENT

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THIS ASSET PURCHASE AGREEMENT (the "Agreement"), dated September 2, 1997, is by
and among AmSurg Holdings, Inc., a Tennessee corporation ("AmSurg"), AmSurg
Corp., a Tennessee corporation and the owner of all the outstanding capital
stock of AmSurg ("ASC"), The Endoscopy Center, Inc., a Missouri corporation
("Seller"), and the individuals set forth on the signature pages attached hereto
(individually "Doctor" and collectively "Doctors").

WHEREAS, AmSurg desires to purchase and Seller desires to sell certain of its
assets, as more fully described herein, upon and subject to the terms and
conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual representations,
warranties and covenants of the parties hereinafter set forth, the parties agree
as follows:

ARTICLE 1.        PURCHASE AND SALE OF ASSETS

1.1. PURCHASE AND SALE OF ASSETS. Subject to the terms and conditions of this
Agreement, at the Closing, Seller shall sell, transfer, convey, assign and
deliver to AmSurg and AmSurg shall purchase, acquire and accept from Seller an
undivided 60% interest in the assets comprising the business operations of the
gastroenterology ambulatory surgery centers (the "Centers")
 owned and operated
by Seller and located in Independence and Kansas City, Missouri, tangible or
intangible, recorded or unrecorded, known or unknown, of whatsoever type, kind,
description, or nature owned, held, possessed, vested in or claimed in whole or
in part by Seller on the Closing Date (the "Purchased Assets"), which Purchased
Assets shall specifically include the accounts receivable, and any owned
equipment of the Centers, but which shall specifically exclude real estate and
cash.

1.2. ASSUMPTION OF LIABILITIES. Except as described herein and on Schedule 1.2,
AmSurg will not assume any debts, liabilities, obligations, expenses, taxes,
contracts or commitments of Seller or the Centers of any kind, character or
description, whether accrued, absolute, contingent or otherwise ("Liabilities"),
no matter whether arising before or after the Closing, and whether or not
reflected or reserved against in Seller's or the Centers' financial statements,
books of account or records. Seller will indemnify AmSurg against and hold it
harmless from any such Liabilities. AmSurg will cause The Independence ASC, LLC,
a Tennessee limited liability company (the "LLC"), to assume all Liabilities
arising after the effective date of the transaction which relate to supplies
received by the Centers or services rendered to the Centers after the effective
date of the transaction, regardless of the date such Liabilities arose. The
parties acknowledge that Seller leases substantially all of the equipment used
by the Centers, and that Seller will assign to the LLC all equipment leases to
which Seller is a party.

ARTICLE 2.        PURCHASE PRICE

The purchase price ("Purchase Price") for the Purchased Assets shall be (a)
$5,652,206 cash and (b) 280,367 shares of the common stock (the "AmSurg Common
Stock") of ASC. The Purchase Price was determined based on an assumption that
the current expenses of operating the Centers and on a going forward basis are
and will be as set forth on Exhibit 2.

ARTICLE 3.        CLOSING

3.1. CLOSING. The closing ("Closing") of the sale and purchase of the Purchased
Assets shall take place at the offices of Bass, Berry & Sims PLC, First American
Center, Nashville, Tennessee 37238, within 10 business days after the
satisfaction of all conditions to the parties' obligations to consummate the
transactions contemplated hereby, which shall in no event be later than
September 30, 1997, or at such other time as shall be agreed upon by all the
parties hereto (the "Closing Date"). The Closing shall be effective as of
September 1, 1997.

3.2.     OBLIGATIONS OF THE PARTIES AT THE CLOSING.

         (a) At the Closing, AmSurg shall deliver to Seller:

                  (i) the consideration as specified in Article 2;

                  (ii) a copy of resolutions of the Board of Directors of
         AmSurg, certified by its Secretary, authorizing the execution, delivery
         and performance of this Agreement and the other documents referred to
         herein to be executed by AmSurg, and the consummation of the
         transactions contemplated hereby;