SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
<PAGE>   81
 
Preferred Stock and Series B Preferred Stock and any other series of preferred
stock that AmSurg may designate and issue in the future.
 
   
     Class B Common Stock.  The holders of Class B Common Stock are entitled to
ten votes per share in the election and removal of the Board of Directors of
AmSurg and are not entitled to cumulative voting in the election and removal of
such directors. The holders of Class B Common Stock are entitled to one vote per
share on all other matters to be submitted to a vote of the stockholders. The
holders of Class B Common Stock are entitled to vote separately as a group with
respect to (i) amendments to AmSurg's Charter that alter or change the powers,
preferences or special rights of the holders of Class B Common Stock so as to
affect them adversely and (ii) such other matters as may require separate group
voting under the TBCA. Subject to prior dividend rights and sinking fund or
redemption or purchase rights which may be applicable to any outstanding
preferred stock, the holders of Class B Common Stock are entitled to share
ratably with the shares of Class A Common Stock in such dividends, if any, as
may be declared from time to time by the Board of Directors in its discretion
out of funds legally available therefor. The holders of Class B Common Stock are
entitled to share ratably with the shares of Class A Common Stock in any assets
remaining after satisfaction of all prior claims upon liquidation of AmSurg,
including prior claims of any outstanding preferred stock. AmSurg's Charter does
not give holders of Class B Common Stock preemptive or other subscription
rights, and Class B Common Stock is not redeemable at the option of the holders,
and is not subject to call. The rights, preferences and privileges of holders of
AmSurg Class B Common Stock are subject to, and may be adversely affected by,
the rights of holders of shares of any series of preferred stock that AmSurg may
designate and issue in the future.
    
 
     Dividend Policy.  AmSurg has not declared a cash dividend on the shares of
AmSurg common stock during its two most recent fiscal years. AmSurg does not
currently intend to declare or pay a cash dividend on the shares of Class A
Common Stock or the Class B Common Stock. In addition, the payment of cash
dividends in the future will depend on AmSurg's earnings, financial condition,
capital needs and other factors deemed relevant by the AmSurg Board of
Directors, including corporate law restrictions on the availability of capital
for the payment of dividends, the rights of holders of any series of preferred
stock that may hereafter be issued and the limitations, if any, on the payment
of dividends under any documents relating to equity investments, then-existing
credit facilities or other indebtedness. Pursuant to the Second Amended and
Restated Loan Agreement dated as of April 15, 1997 among AmSurg, SunTrust Bank
and NationsBank of Tennessee, as amended (the "Loan Agreement"), AmSurg is
prohibited from declaring or paying any dividend to any person other than itself
or a subsidiary. It is the current intention of the Board of Directors to retain
earnings, if any, in order to finance the operations and expansion of AmSurg's
business.
 
     Preferred Stock.  AmSurg is authorized to issue 5,000,000 shares of
undesignated preferred stock, no par value. AmSurg has established and
designated two series of shares out of the 5,000,000 authorized shares. On
November 20, 1996, AmSurg issued 500,000 shares of Series A Preferred Stock for
a purchase price of $6.00 per share and 416,666 shares of Series B Preferred
Stock for a purchase price of $6.00 per share.
 
     Series A Redeemable Preferred Stock.  The holders of Series A Preferred
Stock are entitled to .25 votes per share on all matters to be voted on by
stockholders. The holders of Series A Preferred Stock and Series B Preferred
Stock vote as a separate class on certain matters, and together are entitled to
elect and remove one member of the Board of Directors, in the event that there
has not been a Qualified IPO (as defined in the AmSurg Charter) by May 31, 2000.
The holders of Series A Preferred Stock and Series B Preferred Stock are each
entitled to vote as a separate class, and the affirmative vote of two-thirds of
the outstanding shares of each separate class is required, for any amendment,
modification or waiver with respect to the designation of the Series A Preferred
Stock and Series B Preferred Stock and with respect to any changes in the
capitalization and number of shares of any class of capital stock. The holders
of Series A Preferred Stock have the right to receive annually, beginning after
November 20, 1998, cash dividends of $0.48 per share. In addition, upon certain
events of default by AmSurg, the holders of the Series A Preferred Stock have
the right to a cash dividend of $0.84 per share until such default has been
cured. All dividends are cumulative. Upon any voluntary or involuntary
liquidation, dissolution or winding up of AmSurg, the holders of the Series A
Preferred Stock will be entitled to be paid in cash the purchase price of their
shares plus any accrued and unpaid dividends (the "Liquidation Value"), before
any distribution or payment is made upon any other
 
                                       74