SEC Filings

8-K
AMSURG CORP filed this Form 8-K on 09/16/1997
Entire Document
 
<PAGE>   3




indenture, instrument, lease, security agreement, mortgage or lien to which
Seller is a party or by which any of Seller's assets or properties are bound
which violation or lien would have a material adverse effect on the business or
operations of Seller or the Centers; (b) violate any provision of the charter or
bylaws of Seller; (c) violate any order, arbitration award, judgment, writ,
injunction, decree, statute, rule or regulation applicable to Seller which
violation would have a material adverse effect on the business or operations of
Seller or the Centers; or (d) violate any other contractual or legal obligation
or restriction to which Seller is subject which violation would have a material
adverse effect on the business or operations of Seller or the Centers.

4.4. FINANCIAL INFORMATION. Seller has delivered to AmSurg: (a) statements of
Centers charges and related collections by month for the year ended December 31,
1996 and the six (6) months ended June 30, 1997, (b) cash basis unaudited
statements of income for the Centers for the year ended December 31, 1996 and
the six (6) months ended June 30, 1997, (c) a cash basis unaudited balance sheet
of the Centers at December 31, 1996 and June 30, 1997, and (d) details of
patient accounts receivable for the Centers at December 31, 1996 and June 30,
1997 (hereinafter collectively referred to as "Financial Information"), all of
which are attached as Schedule 4.4. The Financial Information fairly presents
the assets, liabilities, financial condition and results of operation of the
Centers as at the respective dates thereof and for the periods therein referred
to, prepared on a cash basis and accurately reflects the revenues and expenses
of the Centers for the periods covered thereby and, in particular, reflects all
expenses necessary for the efficient operation of the Centers as stand-alone
entities. The Financial Information reflects the consistent application of such
accounting principles throughout the periods involved.

4.5. OWNERSHIP OF PURCHASED AND LEASED ASSETS. Seller owns and possesses and has
good and marketable title to all of the Purchased Assets, free and clear of all
mortgages, pledges, liens, security interests, conditional sale agreements,
defects, charges, encumbrances and rights of third parties, and no conditions
exist which could give rise to any such mortgage, pledge, lien, security
interest, defect, charge, encumbrance on, or right of any such third party to,
the Purchased Assets.

Schedule 4.5 contains an accurate and complete description of the Purchased
Assets and leased assets, which include, but are not limited to, supplies,
inventory, uncollected accounts receivable and equipment owned and leased by
Seller, and which are all of the assets which are in any way necessary to the
continued operation of the Centers as they are now being conducted. All of the
Purchased Assets and leased assets are in good working condition and repair,
normal wear and tear excepted, and are adequate for the uses for which they are
intended. Schedule 4.5 also sets forth the current book value of all equipment
included in the Purchased Assets.

4.6. NO LIABILITIES OR ADVERSE CONDITIONS. Except as and to the extent of the
amounts specifically reflected in the Financial Information, Seller does not
have any material liabilities or obligations of any nature with respect to the
Centers, whether, absolute, accrued, contingent or otherwise and whether due or
to become due (including, without limitation, liabilities for taxes and
interest, penalties and other charges payable with respect thereto).

Furthermore, Seller does not know or have reason to know of any basis for the
assertion against Seller of any such liability or obligation of any nature not
fully reflected in the Financial Information. There are no conditions existing
with respect to any of Seller's facilities, properties, assets or personnel,
which might materially and adversely affect any of the Centers' properties,
business or prospects.

4.7.     ABSENCE OF CERTAIN CHANGES.  Since December 31, 1996, Seller has not:

         (a) suffered any material adverse change in its working capital,
financial condition, assets, liabilities, business or prospects, or suffered any
material casualty loss (whether or not insured);

         (b) made any change in its business or operations or in the manner of 
conducting its business, other than changes in the ordinary course of business;

         (c) incurred any obligations or liabilities (whether absolute, accrued,
contingent or otherwise and whether due or to become due), except items incurred
in the ordinary course of business and consistent with past practice, or
experienced any change in any assumptions or methods of calculating any bad
debt, contingency or other reserve;


- --------------------------------------------------------------------------------
                                                 Asset Purchase Agreement/Page 3