"IRS" means the Internal Revenue Service.
"IRS Ruling" means the letter ruling issued by the IRS in response to
the Ruling Request.
"Related Agreements" means the Exchange Agreement and the Management
and Human Resources Agreement, attached hereto as Exhibits to this
"Ruling Request" means the private letter ruling request filed by AHC
with the IRS on October 23, 1997, as supplemented and amended from time to
time, with respect to certain tax matters relating to the Distribution.
"SEC" means the Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended.
"Tax Opinions" means the legal opinions of Bass, Berry & Sims PLC and
Sutherland, Asbill & Brennan with respect to certain tax matters relating
to the Distribution.
RECAPITALIZATION, EXCHANGE AND DISTRIBUTION
2.1 Recapitalization, Exchange and Distribution. Subject to the
satisfaction of the conditions set forth in Section 2.2 hereof, on the date
established in accordance with Section 2.5 as the date on which the Distribution
shall be effected (the "Distribution Date"):
(a) AmSurg will undertake a recapitalization in accordance with
Section 2.3 hereof (the "Recapitalization");
(b) Upon completion of the Recapitalization, AmSurg and AHC will
effect an exchange of a portion of the shares of AmSurg common stock owned
by AHC for shares of Class B Common Stock of AmSurg in accordance with
Section 2.4 hereof (the "Exchange"); and
(c) Upon completion of the Exchange, AHC will effect the Distribution
in accordance with Section 2.5 hereof.
2.2 Conditions. The obligations of each of AHC and AmSurg to consummate
the Recapitalization, the Exchange and the Distribution are subject to the
fulfillment of each of the following conditions, unless otherwise waived in
(a) The IRS Ruling shall have been granted, or Tax Opinions rendered,
in form and substance satisfactory to AHC, in its sole discretion;
(b) A Registration Statement on Form 10 under the Exchange Act with
respect to each class of common stock of AmSurg to be distributed in the
Distribution shall have been declared effective by the SEC or shall
otherwise have become effective under the Exchange Act;
(c) The shares of each tradable class of common stock of AmSurg to be
distributed in the Distribution shall have been approved for listing on a
national securities exchange or for inclusion on the Nasdaq National Market
or such other trading market as the parties may agree;
(d) The Recapitalization and the Exchange shall have been approved by
the holders of at least a majority of the voting power of the outstanding
shares of capital stock of AmSurg at a meeting of the shareholders of
AmSurg and, if dissenters' rights apply, holders of no more than 5% of the
outstanding shares of common stock of AmSurg shall have indicated their
intent to seek appraisal for their shares under the Tennessee Business
(e) The holders of the Series A Redeemable Preferred Stock and Series
B Convertible Preferred Stock, without par value, of AmSurg shall have
approved the modification and waiver of their rights to elect one director
of AmSurg effected through the AmSurg Charter and the Shareholders'
Agreement, dated as of April 2, 1992, as amended by Amendment No. 1 dated
September 27, 1993 and Amendment