SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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no par value, 20,000,000 shares shall be Class A Common Stock, no par value
(collectively the "Common Stock"), and 5,000,000 shares shall be preferred
stock, no par value (the "Preferred Stock") of which 500,000 shares are
designated as Series A Redeemable Preferred Stock and 416,666 shares are
designated as Series B Convertible Preferred Stock. The Board of Directors may
determine, in whole or in part, the preferences, limitations, and relative
rights of any class of shares before the issuance of any shares of that class or
one or more series within a class before the issuance of any shares within that
series.

         The preferences, limitations, and relative rights of the above
designated classes of stock shall be as follows:

(1) Series A Redeemable Preferred Stock. There shall be a series of Preferred
Stock to be known and designated as Series A Redeemable Preferred Stock. The
number of shares constituting such series shall be 500,000. Set forth below in
this Section (1) of Article 7 is a statement of the designations and the powers,
preferences and rights, and the qualifications, limitations or restrictions
thereof. All subsection references contained herein shall be to this Section (1)
of Article 7.
    

         (a)      Dividends.

                           (i) During the period prior to and including November
                  20, 1998, holders of Series A Redeemable Preferred Stock shall
                  be entitled to no dividends. Thereafter, holders of Series A
                  Redeemable Preferred Stock shall be entitled to a cash
                  dividend per share in an amount, per annum, equal to eight
                  percent (8%) of the purchase price per share, payable in
                  arrears in installments on the first day of each calendar
                  quarter and from funds legally available therefor. The
                  dividends provided for hereunder shall be cumulative and to
                  the extent they are not paid as provided for herein because
                  funds are not legally available therefor or otherwise, they
                  shall be paid as soon as funds are legally available therefor
                  and before any dividends or other distribution (including
                  distributions made as a result of any reorganization,
                  reclassification, merger, consolidation or disposition of
                  assets) are made to holders of the Corporation's Common Stock
                  but subject to the rights, preferences and privileges of any
                  other series of Preferred Stock then issued and outstanding.
                  The dividends hereunder shall be entitled to a liquidation
                  preference pursuant to Subsection (b).

                           (ii) In the event that the enforcement of any right
                  or remedy accorded to the holders of the Series A Redeemable
                  Preferred Stock upon an Event of Default as set forth in the
                  Purchase Agreement would violate or be restricted by any
                  covenant contained in any instrument relating to any Debt of
                  the Corporation to Suntrust Bank, Nashville, N.A.
                  ("Suntrust"), or any amendment, extension, refunding or
                  refinancing thereof, and upon written request by the
                  Corporation to each holder, the holders shall refrain from
                  asserting any such right or remedy. For



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