SEC Filings

AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
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a majority of the members of the Board of Directors then in office and the
holders of a majority of the voting power of all of the shares of AmSurg's
capital stock entitled to vote on the amendments, with stockholders entitled to
dissenters' rights as a result of the Charter amendment voting together as a
single class. The Series A Preferred Stock and Series B Preferred Stock are each
entitled to vote as a separate class in connection with the approval of any
amendment to the Charter which would amend, modify or waive the rights of the
holders of the Series A Preferred Stock or Series B Preferred Stock and any such
amendment is required to be approved by the affirmative vote of at least
two-thirds of the outstanding shares of each class of preferred stock.
Stockholders entitled to dissenters' rights as a result of a Charter amendment
are those whose rights would be materially and adversely affected because the
amendment (i) alters or abolishes a preferential right of the shares; (ii)
creates, alters, or abolishes a right in respect of redemption; (iii) alters or
abolishes a preemptive right; (iv) excludes or limits the right of the shares to
vote on any matter, or to cumulate votes other than a limitation by dilution
through issuance of shares or other securities with similar voting rights; or
(v) reduces the number of shares held by such holder to a fraction if the
fractional share is to be acquired for cash. In general, however, no stockholder
is entitled to dissenters' rights if the security he or she holds is listed on a
national securities exchange or the Nasdaq National Market.
     Tennessee Law.  The Tennessee Business Combination Act (the "Combination
Act") provides, among other things, that any corporation to which the
Combination Act applies, including AmSurg, shall not engage in any "business
combination" with an "interested stockholder" for a period of five years
following the date that such stockholder became an interested stockholder unless
prior to such date the board of directors of the corporation approved either the
business combination or the transaction which resulted in the stockholder
becoming an interested stockholder.
     The Combination Act defines "business combination," generally, to mean any:
(i) merger or consolidation; (ii) share exchange; (iii) sale, lease, exchange,
mortgage, pledge, or other transfer (in one transaction or a series of
transactions) of assets representing 10% or more of (A) the market value of
consolidated assets, (B) the market value of the corporation's outstanding
shares or (C) the corporation's consolidated net income; (iv) issuance or
transfer of shares from the corporation to the interested stockholder; (v) plan
of liquidation; (vi) transaction in which the interested stockholder's
proportionate share of the outstanding shares of any class of securities is
increased; or (vii) financing arrangements pursuant to which the interested
stockholder, directly or indirectly, receives a benefit except proportionately
as a stockholder.
     The Combination Act defines "interested stockholder," generally, to mean
any person who is the beneficial owner, either directly or indirectly, of 10% or
more of any class or series of the outstanding voting stock, or any affiliate or
associate of the corporation who has been the beneficial owner, either directly
or indirectly, of 10% or more of the voting power of any class or series of the
corporation's stock at any time within the five year period preceding the date
in question. Consummation of a business combination that is subject to the
five-year moratorium is permitted after such period if the transaction (i)
complies with all applicable charter and bylaw requirements and applicable
Tennessee law and (ii) is approved by at least two-thirds of the outstanding
voting stock not beneficially owned by the interested stockholder, or when the
transaction meets certain fair price criteria. The fair price criteria include,
among others, the requirement that the per share consideration received in any
such business combination by each of the stockholders is equal to the highest of
(i) the highest per share price paid by the interested stockholder during the
preceding five-year period for shares of the same class or series plus interest
thereon from such date at a treasury bill rate less the aggregate amount of any
cash dividends paid and the market value of any dividends paid other than in
cash since such earliest date, up to the amount of such interest, (ii) the
highest preferential amount, if any, such class or series is entitled to receive
on liquidation, or (iii) the market value of the shares on either the date the
business combination is announced or the date when the interested stockholder
reaches the 10% threshold, whichever is higher, plus interest thereon less
dividends as noted above.
     The Tennessee Control Share Acquisition Act (the "Acquisition Act")
prohibits certain stockholders from exercising in excess of 20% of the voting
power in a corporation acquired in a "control share acquisition," as defined in
the Acquisition Act, unless such voting rights have been previously approved by
the disinterested stockholders of the corporation. AmSurg has not elected to
make the Acquisition Act applicable to AmSurg.