SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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          "IRS" means the Internal Revenue Service.
 
          "IRS Ruling" means the letter ruling issued by the IRS in response to
     the Ruling Request.
 
          "Related Agreements" means the Exchange Agreement and the Management
     and Human Resources Agreement, attached hereto as Exhibits to this
     Agreement.
 
   
          "Ruling Request" means the private letter ruling request filed by AHC
     with the IRS on October 23, 1997, as supplemented and amended from time to
     time, with respect to certain tax matters relating to the Distribution.
    
 
          "SEC" means the Securities and Exchange Commission.
 
          "Securities Act" means the Securities Act of 1933, as amended.
 
   
          "Tax Opinions" means the legal opinions of Bass, Berry & Sims PLC and
     Sutherland, Asbill & Brennan with respect to certain tax matters relating
     to the Distribution.
    
 
                                   ARTICLE II
 
                  RECAPITALIZATION, EXCHANGE AND DISTRIBUTION
 
     2.1 Recapitalization, Exchange and Distribution.  Subject to the
satisfaction of the conditions set forth in Section 2.2 hereof, on the date
established in accordance with Section 2.5 as the date on which the Distribution
shall be effected (the "Distribution Date"):
 
          (a) AmSurg will undertake a recapitalization in accordance with
     Section 2.3 hereof (the "Recapitalization");
 
   
          (b) Upon completion of the Recapitalization, AmSurg and AHC will
     effect an exchange of a portion of the shares of AmSurg common stock owned
     by AHC for shares of Class B Common Stock of AmSurg in accordance with
     Section 2.4 hereof (the "Exchange"); and
    
 
          (c) Upon completion of the Exchange, AHC will effect the Distribution
     in accordance with Section 2.5 hereof.
 
   
     2.2 Conditions.  The obligations of each of AHC and AmSurg to consummate
the Recapitalization, the Exchange and the Distribution are subject to the
fulfillment of each of the following conditions, unless otherwise waived in
writing:
    
 
   
          (a) The IRS Ruling shall have been granted, or Tax Opinions rendered,
     in form and substance satisfactory to AHC, in its sole discretion;
    
 
   
          (b) A Registration Statement on Form 10 under the Exchange Act with
     respect to each class of common stock of AmSurg to be distributed in the
     Distribution shall have been declared effective by the SEC or shall
     otherwise have become effective under the Exchange Act;
    
 
   
          (c) The shares of each tradable class of common stock of AmSurg to be
     distributed in the Distribution shall have been approved for listing on a
     national securities exchange or for inclusion on the Nasdaq National Market
     or such other trading market as the parties may agree;
    
 
          (d) The Recapitalization and the Exchange shall have been approved by
     the holders of at least a majority of the voting power of the outstanding
     shares of capital stock of AmSurg at a meeting of the shareholders of
     AmSurg and, if dissenters' rights apply, holders of no more than 5% of the
     outstanding shares of common stock of AmSurg shall have indicated their
     intent to seek appraisal for their shares under the Tennessee Business
     Corporation Act;
 
          (e) The holders of the Series A Redeemable Preferred Stock and Series
     B Convertible Preferred Stock, without par value, of AmSurg shall have
     approved the modification and waiver of their rights to elect one director
     of AmSurg effected through the AmSurg Charter and the Shareholders'
     Agreement, dated as of April 2, 1992, as amended by Amendment No. 1 dated
     September 27, 1993 and Amendment
 
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