SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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     No. 2, dated as of November 20, 1996, by and among AmSurg and the persons
     identified on the signature pages thereto as the Founding Investors, the
     Founding Management and the Preferred Stock Purchasers, in each case so as
     to permit AHC to distribute "control" within the meaning of Section 368(c)
     of the Code;
 
          (f) The Special Committee of the Board of Directors of AmSurg shall
     have received an opinion, acceptable to it, of J.C. Bradford & Co. as to
     the fairness, from a financial point of view, of the Recapitalization,
     Exchange and Distribution to shareholders of AmSurg other than AHC and such
     other opinions as may be deemed appropriate by such committee and such
     opinion or opinions shall not have been withdrawn;
 
          (g) The Board of Directors of AHC shall have received an opinion,
     acceptable to it, of Morgan Keegan & Co., Inc. as to the fairness, from a
     financial point of view, of the Recapitalization, the Exchange and the
     Distribution to the stockholders of AHC, a favorable opinion of Houlihan,
     Lokey, Howard & Zukin as to certain solvency issues and such other opinions
     as may be deemed appropriate by the Board of Directors of AHC and such
     opinions shall not have been withdrawn;
 
          (h) There shall be no proposed legislation or regulation introduced
     which, if adopted, would have the effect of amending the Code so as to
     alter in any materially adverse respect the substantially tax-free
     treatment of the Distribution under Section 355 of the Code or the
     classification of the Recapitalization and Exchange as a tax-free
     organization under Section 368(a)(1)(E) of the Code;
 
          (i) The matters set forth in Section 2.7(a), (c), (d), (e) and (f)
     shall have been approved by the shareholders of AmSurg; and
 
          (j) Any required waiting period applicable to the Exchange or the
     Distribution under the Hart-Scott-Rodino Antitrust Improvements Act of
     1976, as amended, shall have expired or otherwise terminated and AHC and
     AmSurg shall each have obtained such other consents and approvals of
     federal, state and local governmental authorities and other third parties
     as shall be deemed necessary or appropriate by the Boards of Directors of
     AHC and AmSurg in connection with the transactions contemplated hereby, and
     there shall be no suit or governmental proceeding pending or overtly
     threatened that would challenge the validity of or seek to enjoin the
     Recapitalization, the Exchange or the Distribution.
 
   
     2.3 Recapitalization.  The Recapitalization will be effected, subject to
the satisfaction or waiver of the conditions set forth in Section 2.2 above,
through an amendment to the Charter of AmSurg. The Recapitalization will: (a)
reduce on a one for three basis the number of outstanding shares of common stock
of AmSurg through a reverse stock split (or transaction having the effect of a
reverse stock split), with the intention of permitting the shares of common
stock of AmSurg distributed in the Distribution to trade at proportionately
higher per share prices and thereby improving the trading markets for these
shares in order to facilitate subsequent equity financings and acquisition
transactions (the "Reverse Stock Split") and (b) authorize a new class of common
stock (the "Class B Common Stock") having ten votes per share in the election
and removal of directors so that, when exchanged for 4,787,131 of the shares of
common stock of AmSurg then owned by AHC, AHC will own shares of common stock of
AmSurg sufficient to constitute "control" within the meaning of Section 368(c)
of the Code. The Reverse Stock Split will be accomplished by converting each
three shares of common stock of AmSurg outstanding immediately prior to the
Reverse Stock Split into a single share of a newly authorized class of common
stock of AmSurg, denominated Class A Common Stock (the "Class A Common Stock").
Following the Recapitalization the only authorized classes of common stock will
be Class A Common Stock and Class B Common Stock. Unless otherwise required by
the IRS Ruling or the Tax Opinions, the Class A Common Stock and Class B Common
Stock will have the terms substantially as set forth in the Amended and Restated
Charter approved by the AmSurg Board of Directors on the date hereof. It is
understood and agreed that the number of votes per share of Class B Common Stock
is required to be sufficient to enable AHC to distribute, in the Distribution,
"control" of AmSurg within the meaning of Section 368(c) of the Code, after
giving effect to any anticipated issuances of capital stock of AmSurg on the
exercise of stock options and any issuances in possible equity financing
transactions and acquisitions, but that AmSurg shall not issue more shares of
Class B Common Stock than are
    
 
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