SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
<PAGE>   13



         (a) Dividends. The holders of the Series B Convertible Preferred Stock
shall be entitled to receive, from funds legally available therefor, such
dividends as may be declared by the Board of Directors from time to time.

         (b) Liquidation. Upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of the Series B
Convertible 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 B Convertible Preferred Stock outstanding, and the holders of the
Series B Convertible 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 B Convertible 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 B Convertible 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 B Convertible 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 and to the immediately following sentence,
in the event the Corporation in any manner subdivides or combines the
outstanding shares of any class of common stock, the Series B Convertible
Preferred Stock shall automatically be combined or subdivided in such manner as
may be permitted by applicable law so that following such an event, the
conversion rate, ownership interest and voting interests of the Series B
Convertible Preferred Stock shall be equitably preserved. Series B Convertible
Preferred Stock shall not be combined or subdivided unless at the same time
there is a proportionate combination or subdivision of all other classes and
series of capital stock of the Corporation.

         (d) Voting. The holders of Series B Convertible Preferred Stock shall
be entitled to vote as a separate class on all such matters as may be required
by law to be submitted to such holders as a separate class and shall have the
following additional rights:

   
                           (i) no amendment, modification or waiver will be
                  binding or effective with respect to any provision of this
                  Section 2 unless approved by the affirmative vote of the
                  holders of at least two-thirds of the outstanding shares of
                  Series B Convertible Preferred Stock voting together as a
                  separate class; and
    


                                       13