SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
<PAGE>   136
 
                                                                   MORGAN KEEGAN
- --------------------------------------------------------------------------------
MORGAN KEEGAN & COMPANY, INC.
MORGAN KEEGAN TOWER
FIFTY FRONT STREET
MEMPHIS, TENNESSEE 38103
901/524-4100 TELEX 69-74324
WATS 800/368-7426
 
MEMBERS NEW YORK STOCK EXCHANGE, INC.
 
                                                                      APPENDIX C
 
   
                                                                October 31, 1997
    
 
The Board of Directors
American Healthcorp, Inc.
One Burton Hills Boulevard
Nashville, TN 37215
 
Gentlemen:
 
   
     We have acted as financial advisor to American Healthcorp, Inc., a Delaware
corporation ("AHC"), in connection with the proposed recapitalization (the
"Recapitalization") of the common stock of AmSurg Corp., a Tennessee Corporation
("AmSurg"), the proposed exchange of a portion of the shares of AmSurg Class A
common stock, no par value (the "Class A Common Stock"), currently owned by AHC
for shares of AmSurg Class B common stock, no par value (the "Class B 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 an
aggregate of 743,000 shares of AmSurg Class A Common Stock and all the
outstanding shares of AmSurg Class B Common Stock, estimated to be 4,787,131
shares of such stock. We have been advised that the purposes of the
Recapitalization, the Exchange and the Distribution are as set forth in the
Information Statement proposed to be sent to the stockholders of AHC, a draft of
which has been furnished to us. The Recapitalization, the Exchange and the
Distribution are described more fully in such Information Statement. You have
requested our opinion as to whether the Recapitalization, the Exchange and the
Distribution are fair to the holders of AHC Common Stock from a financial point
of view. We have assumed that the Distribution will be substantially tax-free to
AHC and its stockholders as set forth in the Information Statement. We have not
been asked to, and do not, express any opinion as to the valuation, future
performance or long-term viability of either of AmSurg or AHC as an independent
public company following any of the Recapitalization, the Exchange or the
Distribution. This opinion does not opine on or give any assurance of the prices
at which the shares of AHC Common Stock, AmSurg Class A Common Stock, or AmSurg
Class B Common Stock will actually trade after the Distribution.
    
 
     In connection with our review of the Recapitalization, the Exchange and the
Distribution, and in arriving at our opinion, we have, among other things:
 
          (i) reviewed the publicly available consolidated financial statements
     of AHC and certain other relevant financial and operating data of AHC made
     available to us from published sources and by officers of AHC;
 
          (ii) reviewed the financial statements of AmSurg contained in the
     Information Statement;
 
          (iii) reviewed certain internal financial and operating information,
     including certain projections, relating to AHC and AmSurg prepared by the
     managements of AHC and AmSurg, respectively;
 
          (iv) discussed the business, financial condition and prospects of AHC
     with certain officers of AHC;
 
          (v) discussed the business, financial condition and prospects of
     AmSurg with certain officers of AHC and AmSurg;
 
          (vi) reviewed the financial terms of the Recapitalization, the
     Exchange and the Distribution;
 
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