SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
<PAGE>   134
 
     J.C. Bradford & Co., as part of its investment banking business, engages in
the valuation of businesses and securities in connection with mergers and
acquisitions, negotiated underwritings, secondary distributions of listed and
unlisted securities, private placements, and valuations for estate, corporate,
and other purposes. We have acted as financial advisor to the Special Committee
of the Board of Directors of AmSurg in connection with the proposed
Recapitalization, Exchange and Distribution and will receive a fee from the
Company for our services. In addition, the Company has agreed to indemnify us
for certain liabilities arising out of the rendering of this opinion.
 
   
     In conducting our analyses and arriving at our opinion, we have considered
such financial and other information as we deemed appropriate including, among
other things, the following: (i) the proposed terms of the Recapitalization,
Exchange and Distribution; (ii) the historical and current financial position
and results of operations of AHC as set forth in its periodic reports and proxy
materials filed with the Securities and Exchange Commission; (iii) the audited
financial statements of AmSurg for the fiscal years ended December 31, 1992,
1993, 1994, 1995 and 1996, as contained in the Information Statement; (iv)
certain internal operating data and financial analyses, including forecasts of
AmSurg for the years beginning January 1, 1997 and ending December 31, 2001,
which assume no future changes in accounting principles which would have a
material effect on AmSurg's financial statements; (v) the past and current
business, financial condition and prospects of AmSurg and AHC as discussed with
certain senior officers of AmSurg and AHC; (vi) certain financial, operating and
securities trading data of certain other public companies that we believed to be
comparable to AmSurg or relevant to the transaction, with such information taken
from individual companies' annual reports, SEC Forms 10-K and 10-Q; (vii) the
financial terms of certain other transactions that we believed to be relevant;
(viii) data relating to public companies with two classes of stock, including an
analysis of float of the classes, historical price and volume data, data
relating to voting rights of the stocks, and data relating to economic
differences in the classes, such as different dividend rights; (ix) reported
price and trading activity for the shares of AHC Common Stock; (x) a draft of
the Information Statement included in the Registration Statement on Form 10, as
amended, for the AmSurg Common Stock filed with the Securities and Exchange
Commission; (xi) the tax ruling request, as supplemented, to the Internal
Revenue Service from AHC and AmSurg; and (xii) such other financial studies,
analyses, and investigations as we deemed appropriate for purposes of our
opinion.
    
 
     We have taken into account our assessment of general economic, market, and
financial and other conditions and our experience in other transactions, as well
as our experience in securities valuation and our knowledge of the industries in
which AmSurg and AHC operate generally. Our opinion is necessarily based upon
the information made available to us and conditions as they exist and can be
evaluated as of the date hereof.
 
     We have relied upon the accuracy and completeness of all of the financial
and other information reviewed by us for purposes of our opinion and have not
assumed any responsibility for, nor undertaken an independent verification of,
such information. With respect to the internal operating data and financial
analyses and forecasts supplied to us, we have assumed that such data, analyses,
and forecasts were reasonably prepared on bases reflecting the best currently
available estimates and judgments of AmSurg's and AHC's respective senior
management as to the recent and likely future performance of their respective
companies. Accordingly, we express no opinion with respect to such analyses or
forecasts or the assumptions on which they are based. Also, we have not
conducted a physical inspection of all of the properties and facilities of
AmSurg and AHC, and we have not made an independent evaluation or appraisal of
the assets and liabilities of AmSurg and AHC or any of their respective
subsidiaries or affiliates and have not been furnished with any such evaluation
or appraisal.
 
   
     AmSurg is entitled to reproduce this opinion, in whole or in part, in its
Form 10 filed with the Securities and Exchange Commission and in any proxy
statement circulated in connection with the Recapitalization, Exchange and
Distribution as required by applicable law or as may be appropriate; provided,
that any excerpt from or reference to this opinion (including any summary
thereof) in such document must be approved by us in advance in writing.
Notwithstanding the foregoing, this opinion does not constitute a recommendation
to any holder of shares of AmSurg common stock to vote in favor of the
Recapitalization, Exchange and Distribution. We were engaged by the Special
Committee of the Board of Directors of AmSurg to render this
    
 
                                       B-2