SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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     Morgan Keegan was engaged by AHC on December 12, 1996 to provide general
financial advisory and investment banking services. In connection with the
services performed and to be performed by Morgan Keegan regarding the
Distribution, including the rendering of its written opinion and updates
thereto, AHC has agreed to pay Morgan Keegan a fee of $125,000. AHC also has
agreed to reimburse Morgan Keegan 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 financial
advisor.
 
     Morgan Keegan, as part of its investment banking services, regularly
provides financial advisory services in connection with mergers and
acquisitions, corporate restructuring, strategic alliances, negotiated
underwritings, secondary distributions of listed and unlisted securities,
private placements and valuations for corporate and other purposes.
 
THE RECAPITALIZATION AND EXCHANGE
 
   
     The Distribution Agreement provides that, on the Distribution Date, AHC and
AmSurg will effect the Recapitalization and Exchange immediately prior to
effecting the Distribution. The sole purposes of these transactions are (i) to
reduce the total number of outstanding shares of AmSurg Common Stock so as to
permit the shares to trade at proportionately higher per share prices following
the Distribution, (ii) to increase the voting power of the shares to be
distributed by AHC as required in order to accomplish the Distribution on a
substantially tax-free basis for federal income tax purposes and (iii) to have,
to the extent possible, an equal number of shares of each class of AmSurg Common
Stock available to be traded in the public markets. The number of votes per
share of the Class B Common Stock, when combined with the Class A Common Stock
held by AHC, is required to be sufficient to enable AHC to distribute, in the
Distribution, after giving effect to all issuances of stock associated with the
exercise of stock options, the conversion of the AmSurg Preferred Stock into
Class A Common Stock and any issuances in anticipated equity financing and
acquisition transactions, "control" of the AmSurg Board of Directors as defined
in the Code and regulations thereto. In order to satisfy these requirements, the
AmSurg Common Stock held by AHC will be required to have on the date of the
Recapitalization and Exchange approximately 91% of the voting power of the
capital stock of AmSurg in the election and removal of directors. In order to
satisfy these requirements, it will also be necessary to amend the AmSurg
Charter to modify the existing right of the Series A Preferred Stock and Series
B Preferred Stock to elect one director to the Board of Directors of AmSurg so
that this right would exist only if a public offering yielding at least
$20,000,000 in net proceeds to AmSurg and/or its stockholders has not occurred
by May 31, 2000.
    
 
   
     The Recapitalization is subject to the approval of the holders of a
majority of the capital stock of AmSurg. A meeting of the stockholders of AmSurg
to approve the Recapitalization and certain related matters has been scheduled
for December 1, 1997. AHC, as the holder of a majority of the voting power of
the AmSurg capital stock, has agreed to vote in favor of the Recapitalization
and such other matters. A separate class vote of the holders of the Series A
Preferred Stock and Series B Preferred Stock will be required for the Charter
amendment being considered at such meeting. Pursuant to the Distribution
Agreement, AHC and AmSurg have conditioned the Distribution (and thus the
Recapitalization and Exchange) on holders of no more than five percent of the
outstanding shares of AmSurg common stock exercising their rights to dissent
from the proposed Recapitalization. AHC and AmSurg may waive such condition in
their sole discretion.
    
 
     The Recapitalization and Exchange are integral parts of the transactions
contemplated by the Distribution Agreement. The Recapitalization and Exchange
will not be effected unless the Distribution will be effected immediately
thereafter.
 
   
     The Recapitalization will be effected through an amendment to the Charter
of AmSurg. The Recapitalization will: (i) reduce on a one for three basis the
number of outstanding shares of AmSurg common stock through the Reverse Stock
Split, with the intention of permitting the shares of Class A Common Stock
distributed in the Distribution to trade at proportionately higher per share
prices; and (ii) authorize the new Class B Common Stock having ten votes per
share in the election and removal of AmSurg directors and one vote in all other
matters, so that, when exchanged for 4,787,131 of the shares of Class A Common
Stock then owned by AHC, AHC will own shares of AmSurg Common Stock having
approximately 91% of the voting power of all outstanding shares of capital stock
of AmSurg in the election and removal of directors on the date of the
Distribution.
    
 
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