RECENT SALES OF UNREGISTERED SECURITIES
During the period beginning February 1, 1994 and ending September 30, 1997,
AmSurg has issued the following securities:
(A) At various times since February 1, 1994, AmSurg has sold an
aggregate of 2,415,388 shares of common stock to certain founding
stockholders and AHC for per share stock prices ranging from $2.94 to
$5.37. These purchases were primarily used to fund the continued operations
of AmSurg, including acquisitions and development of surgery centers during
that period. On February 26, 1996, AHC exercised warrants issued to it by
AmSurg for the purchase of 85,906 shares of AmSurg common stock at a per
share exercise price of $2.70. The warrants were issued in consideration
for AHC's guaranty of AmSurg debt.
(B) At various times since February 1, 1994, AmSurg has granted
options to purchase shares of AmSurg common stock to various employees and
directors. Options to purchase 4,417 shares of AmSurg common stock were
exercised in 1996 and 1997 at per share prices ranging from $2.52 to $4.68.
(C) At various times since February 1, 1994, AmSurg has sold an
aggregate of 1,531,608 shares of common stock to physician practices and
individual physicians as partial consideration in connection with the
acquisitions of surgery centers and in private placements to physician
partners in connection with the development of surgery centers. The per
share prices of these sales ranged from $2.94 to $6.72.
(D) On November 20, 1996, AmSurg sold an aggregate of 500,000 shares
of Series A Preferred Stock and 416,666 shares of Series B Preferred Stock
to three investors in a private placement. The per share price for the
Series A Preferred Stock and Series B Preferred Stock was $6.00 for an
aggregate sale price of $5,500,000.
(E) On March 14, 1997, AmSurg sold an aggregate of 8,460 shares of
common stock to Steven I. Geringer, a newly elected director, at a per
share price of $6.15.
The shares described above were issued without registration under the
Securities Act in reliance upon the exemptions from registration afforded by
Section 4(2) of the Securities Act and Regulation D of the Securities Act.
Reference is made to "THE DISTRIBUTION -- The Exchange" regarding shares of
AmSurg Common Stock to be issued in connection with the Reverse Stock Split and
the Exchange. The issuance of shares of Class A Common Stock in the Reverse
Stock Split and the Exchange will occur without registration under the
Securities Act in reliance upon the exemption from registration afforded by
Section 3(a)(9) of the Securities Act.