SEC Filings

AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
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     Opinion of Morgan Keegan.  On October 31, 1997, the AHC Board of Directors
received a written opinion from Morgan Keegan to the effect that, based upon the
factors set forth in such opinion, the Recapitalization, the Exchange and the
Distribution are fair to the stockholders of AHC from a financial point of view.
The full text of Morgan Keegan's opinion which sets forth certain assumptions
made, matters considered and limitations on the review undertaken, is set forth
in Appendix C and is incorporated herein by reference and should be read in its
entirety in connection with this Information Statement. This summary is
qualified in its entirety by reference to the full text of such opinion. It is a
condition to the consummation of the Distribution that Morgan Keegan deliver an
updated opinion to the AHC Board, to be dated the Distribution Date, in
substantially the same form as the opinion set forth in Appendix C. See " --
Conditions." The opinion of Morgan Keegan assumes that the Recapitalization, the
Exchange and the Distribution are consummated as described in this Information
     In its opinion, Morgan Keegan stated that it has, among other things:

<S>     <C>
(i)     reviewed the publicly available consolidated financial
        statements of AHC and certain other relevant financial and
        operating data made available to it from published sources
        and by officers of AHC;
(ii)    reviewed the financial statements of AmSurg contained in
        this 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,
(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;
(vii)   reviewed the financial terms, to the extent publicly
        available, of certain transactions it deemed relevant;
(viii)  reviewed certain publicly available information relating to
        certain companies it deemed appropriate in analyzing AHC and
(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 SEC; and
(xi)    performed such other analysis and examinations and
        considered such other information, financial studies,
        analysis and investigations and financial, economic and
        market data as it deemed relevant.

     In making its analyses, Morgan Keegan considered the financial aspects of
other 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. The opinion also states that Morgan Keegan has
relied upon publicly available information and information provided by AHC and
AmSurg (including the 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 completeness
of all such information. In connection with its opinion provided to the AHC
Board of Directors, Morgan Keegan was not asked to, and did not, provide any
opinion as to the valuation, future performance or long-term viability of AHC or
AmSurg as independent public companies following the Recapitalization, Exchange
and Distribution. Morgan Keegan's opinion does not opine as to or give any
assurances of the price at which the shares of AHC Common Stock or AmSurg Common
Stock will trade after the Distribution. In its opinion, Morgan Keegan states
that it has assumed that the Distribution will be substantially tax-free to AHC
and its stockholders, as described elsewhere in this Information Statement. The
opinion of Morgan Keegan is addressed to the Board of Directors of AHC in
connection with its consideration of the Recapitalization, Exchange and
Distribution and addresses only the fairness, from a financial point of view, of
the Recapitalization, Exchange and Distribution to the holders of AHC Common
Stock. Morgan Keegan's opinion is not a recommendation to any current or
prospective stockholder of AHC or AmSurg, as to any investment decisions such
person may make.