(vii) reviewed the financial terms, to the extent publicly available,
of certain transactions we deemed relevant;
(viii) reviewed certain publicly available information relating to
certain companies we deemed appropriate in analyzing AHC and AmSurg;
(ix) reviewed the trading history of AHC Common Stock;
(x) reviewed a draft, dated October 20, 1997, of the Information
Statement to be included in the Registration Statement on Form 10, as
amended, for the AmSurg Common Stock to be filed with the Securities and
Exchange Commission (the "Information Statement") ;
(xi) performed such other analyses and examinations and considered
such other information, financial studies, analysis and investigations and
financial, economic and market data as we deemed relevant.
We have not independently verified any of the information concerning AHC or
AmSurg considered in connection with our review of the Recapitalization, the
Exchange and the Distribution and, for purposes of the opinion set forth herein,
we have assumed and relied upon the accuracy and completeness of all such
information. With respect to the financial forecasts and projections made
available to us and used in our analysis, we have assumed that they have been
reasonably prepared on bases reflecting the best currently available estimates
and judgments of the managements of AHC and AmSurg as to the expected future
financial performance of their respective companies. In our analysis, we
considered the financial aspects of certain alternatives available to AHC,
including the sale of certain of AHC's subsidiaries to an unaffiliated
purchaser, the sale of all or a portion of AmSurg to the public through an
initial public offering, and the continuance of AmSurg as an AHC subsidiary. Our
opinion is necessarily based upon market, economic, financial and other
conditions as they exist on, and can be evaluated as of, the date of this
letter. Any change in such conditions would require a reevaluation of this
In connection with our opinion, we have assumed that the Recapitalization,
the Exchange and the Distribution will be consummated on the terms and subject
to the conditions described in the Information Statement. We have also assumed
that all necessary governmental and regulatory approvals and third-party
consents will be obtained on terms and conditions that will not have a material
adverse effect on AHC or AmSurg.
Morgan Keegan & Company, Inc., as part of its investment banking services,
is regularly engaged in the valuation of businesses and their securities in
connection with mergers and acquisitions, corporate restructurings, strategic
alliances, negotiated underwritings, secondary distributions of listed and
unlisted securities, private placements and valuations for corporate and other
purposes. We have acted as financial advisor to the Board of Directors of AHC in
connection with the Recapitalization, the Exchange and the Distribution and will
receive a fee for our services. Morgan Keegan & Company, Inc. may act as a
market maker and broker in AHC and AmSurg Common Stock following the
This letter and the opinion stated herein are solely for the use of AHC's
Board of Directors and may not be reproduced, summarized, excerpted from or
otherwise publicly referred to in any manner without our prior written consent.
Based upon and subject to the foregoing and such other matters as we deem
relevant, we are of the opinion that as of the date hereof, the
Recapitalization, the Exchange and the Distribution are fair to the holders of
AHC Common Stock from a financial point of view.
We hereby consent to the inclusion of the full extent of our opinion and a
summary thereof in the Registration Statement on Form 10 for AmSurg and the
Information Statement and to references to our name therein.
/s/ MORGAN KEEGAN & COMPANY, INC.
Morgan Keegan & Company, Inc.