SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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                  so long as the Event of Default remains uncured, or in the
                  event that Suntrust or any other lender to the Corporation
                  refuses to consent to the payment of the dividend set forth in
                  Subsection (a)(i), the holders shall be entitled to a cash
                  dividend per share in an amount, per annum, equal to fourteen
                  percent (14%) of the purchase price per share, payable in
                  arrears and 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 distributions (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.
                  Upon cure by the Corporation of such Event of Default, or upon
                  consent by each lender whose consent is necessary for the
                  payment of a dividend, and upon payment of all due or accrued
                  dividends, the cumulative dividend per share under this
                  Subsection (a)(ii) shall thereupon be reduced to the dividend,
                  if any, to which the holder would be entitled absent an Event
                  of Default, or upon consent by all such lenders. The dividends
                  hereunder shall be entitled to a liquidation preference
                  pursuant to Subsection (b).

         (b) Liquidation. Upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of the Series A
Redeemable Preferred Stock will be entitled to be paid out of the assets of the
Corporation available for distribution to shareholders (whether from capital,
surplus or earnings), before any distribution or payment is made upon any other
Junior Securities, an amount in cash equal to the aggregate Liquidation Value of
all Series A Redeemable Preferred Stock outstanding, and the holders of the
Series A Redeemable Preferred Stock will not be entitled to any further payment.
If, upon any such liquidation, dissolution or winding up of the Corporation, the
assets of the Corporation to be distributed among the holders of the Series A
Redeemable Preferred Stock are insufficient to permit payment to such holders of
the aggregate amount to which they are entitled, then the entire assets of the
Corporation to be distributed to such holders will be distributed ratably among
such holders based upon the aggregate Liquidation Value of the Series A
Redeemable Preferred Stock held by each such holder. The Corporation will mail
written notice of such liquidation, dissolution or winding up, not less than
thirty (30) days prior to the payment date stated therein, to each record holder
of Series A Redeemable Preferred Stock. Neither the consolidation or merger of
the Corporation into or with any other corporation or corporations, nor the sale
or transfer by the Corporation of all or any part of its assets, nor the
reduction of the capital stock of the Corporation, will be deemed to be a
liquidation, dissolution or winding up of the Corporation within the meaning of
this Subsection (b).
    

         (c) Stock Combinations and Subdivisions. Subject to the rights,
preferences and privileges of any Common Stock and other series of Preferred
Stock outstanding from time to time


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