SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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                                                                      APPENDIX B
 
                                                      [J.C. Bradford Letterhead]
 
   
                                                                November 3, 1997
    
 
Special Committee of the Board of Directors
AmSurg Corp.
One Burton Hills Boulevard
Suite 350
Nashville, TN 37215
 
Gentlemen:
 
   
     You have requested our opinion as to the fairness, from a financial point
of view, to the holders of the outstanding common stock, par value $0.01 per
share of AmSurg Corp. (the "Company" or "AmSurg"), other than American
Healthcorp, Inc. ("AHC") (such shareholders being collectively referred to
herein as the "Unaffiliated Shareholders"), of the proposed recapitalization
(the "Recapitalization") and proposed exchange (the "Exchange") of the AmSurg
common stock, and the proposed distribution (the "Distribution") to the holders
of AHC common stock, par value $0.001 per share (the "AHC Common Stock") of all
the outstanding AmSurg common stock owned by AHC. For purposes of this opinion,
we have assumed that the draft Distribution Agreement in the form previously
provided to us will not vary in any material respect from the Distribution
Agreement to be signed by the parties thereto.
    
 
   
     The Recapitalization provides for, among other things, the conversion of
all shares of AmSurg common stock into shares of newly-issued AmSurg Class A
common stock, no par value (the "Class A Common Stock"), which will reduce on a
1 for 3 basis the number of outstanding shares of common stock of AmSurg through
a reverse stock split (the "Reverse Stock Split"). Immediately following the
Reverse Stock Split, AHC will exchange 4,787,131 shares of Class A Common Stock
for 4,787,131 shares of Class B common stock, no par value (the "Class B Common
Stock" and, together with the Class A Common Stock, the "AmSurg Common Stock").
The purposes for the Exchange are to increase the voting power of AHC in AmSurg
prior to the Distribution to the extent required in order for the Distribution
to qualify for substantially tax-free treatment for federal income tax purposes
and to have, to the extent possible, an equal number of shares of each class of
AmSurg Common Stock available to trade in the public markets. The shares of
Class A Common Stock will have one vote per share on all matters, while the
shares of Class B Common Stock will have 10 votes per share on the election or
removal of directors of AmSurg and one vote per share on all other matters. The
shares of Class A Common Stock and Class B Common Stock will be entitled to
share ratably in any dividends other than dividends payable solely with respect
to AmSurg preferred stock. In all other respects, the Class A Common Stock and
Class B Common Stock will be identical. No further shares of Class B Common
Stock will be issued following the Distribution.
    
 
   
     In the Distribution, each holder of AHC Common Stock on the Distribution
Record Date will receive a dividend of approximately 9.21 shares of AmSurg Class
A Common Stock and approximately 59.36 shares of AmSurg Class B Common Stock for
every 100 shares of AHC Common Stock owned by such holder on the Distribution
Record Date, with cash being paid in lieu of fractional interests in a share of
AmSurg Common Stock.
    
 
[J.C. Bradford Address]
 
                                       B-1