SEC Filings

AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
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terms of certain other transactions that J.C. Bradford 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 for
the AmSurg Common Stock filed with the SEC; (xi) the tax ruling request, as
supplemented, to the IRS from AHC and AmSurg; and (xii) such other financial
studies, analyses, and investigations as J.C. Bradford deemed appropriate for
purposes of its opinion.
     In making its analyses, J.C. Bradford considered the financial aspects of
other alternatives available to AmSurg, including 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. In arriving at its opinion, J.C. Bradford has
relied upon publicly available information and information provided by AHC and
AmSurg (including information contained in this Information Statement), has not
independently verified the information concerning AHC and AmSurg or other data
considered in its review, and has relied upon the accuracy and the completeness
of all such information. In connection with its opinion provided to the Special
Committee, J.C. Bradford was not asked to, and did not, provide any opinion as
to the valuation, future performance or long-term viability of AmSurg as an
independent public company following the Recapitalization, Exchange and
Distribution. J.C. Bradford's opinion does not opine as to or give any
assurances of the price at which the shares of Class A Common Stock or Class B
Common Stock will trade after the Distribution. The opinion of J.C. Bradford is
addressed to the Special Committee in connection with its consideration of the
Recapitalization, Exchange and Distribution and permits the AmSurg Board of
Directors to rely upon it and addresses only the fairness, from a financial
point of view, of the Recapitalization, Exchange and Distribution to the
stockholders of AmSurg, other than AHC. J.C. Bradford's opinion is not a
recommendation to any current or prospective stockholder of AHC or AmSurg as to
any investment decisions such person may take.
     J.C. Bradford was engaged by the Special Committee on October 11, 1996 to
provide financial advisory and investment banking services. In connection with
the services performed and to be performed by J.C. Bradford, including the
rendering of its written opinion and updates thereto, AmSurg has agreed to pay
J.C. Bradford a fee of $125,000. AmSurg has also agreed to reimburse J.C.
Bradford for its reasonable expenses, and to indemnify it against certain
liabilities and expenses, including certain liabilities under the federal
securities laws, in connection with its services as a financial advisor.
     J.C. Bradford, 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.
     At the October 31, 1997 meeting of the AHC Board of Directors, the Board
approved the Distribution and the related Recapitalization and Exchange, subject
to the satisfaction or waiver of the conditions set forth in the Distribution
Agreement. At this meeting, the Board determined that the transactions are fair
to and in the best interests of the AHC stockholders and Morgan Keegan delivered
its opinion, set forth as Appendix C hereto, that the Recapitalization, Exchange
and Distribution are fair to the AHC stockholders from a financial point of
view. A description of this opinion, the methodology employed, the analysis on
which it was based and the nature of this engagement of Morgan Keegan is set
forth below. In addition to the financial advice and opinion of Morgan Keegan,
the determination by the AHC Board of Directors was based on a number of
factors, including, without limitation, the following: (i) the fact that AHC
could no longer fund the capital needs of AmSurg and that AmSurg needed access
to the public equity and debt markets as an independent publicly-held company,
(ii) the fact that the stockholders of AHC could not benefit from a public
offering of a portion of the AmSurg common stock held by AHC without adverse tax
consequences, (iii) the fact the Distribution would give the AHC stockholder the
ability to share in the growth opportunities for AmSurg on a substantially
tax-free basis, (iv) the fact that there is little synergy between the
businesses of DTCA and AmSurg, (v) the need for AHC management to increase their
focus on the business of DTCA, (vi) the desirability of permitting investors to
choose between the two businesses in making investment decisions, and (vii) the
belief that AmSurg was not at the point in its development at which AHC
stockholder values could be maximized through the sale of AmSurg.