RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP, which was the Company's independent public
accountant for 1997, has been selected as the independent public accountant of
the Company for 1998. The Company has been informed that representatives of
Deloitte & Touche LLP plan to attend the Annual Meeting. Such representatives
will have the opportunity to make a statement if they desire to do so and will
be available to respond to questions by the shareholders.
PROPOSALS OF SHAREHOLDERS
A proper proposal submitted by a shareholder in accordance with
applicable rules and regulations for presentation at the Company's Annual
Meeting of Shareholders in 1999 and received at the Company's executive offices
no later than December 16, 1998, will be included in the Company's Proxy
Statement and form of proxy relating to such Annual Meeting.
The Board of Directors is not aware of any matter to be presented for
action at the meeting other than the matters set forth herein. Should any other
matter requiring a vote of shareholders arise, the proxies in the enclosed form
confer upon the person or persons entitled to vote the shares represented by
such proxies discretionary authority to vote the same in accordance with their
best judgment in the interest of the Company.
METHOD OF COUNTING VOTES
Unless a contrary choice is indicated, all duly executed proxies will
be voted in accordance with the instructions set forth on the back side of the
proxy card. Abstentions and broker non-votes will be counted as present for
purposes of determining a quorum. Because directors are elected by a plurality
of the votes cast, abstentions and broker non-votes will not be counted either
for or against the election of directors. A broker non-vote occurs when a broker
holding shares registered in a street name is permitted to vote, in the broker's
discretion, on routine matters without receiving instructions from the client,
but is not permitted to vote without instructions on non-routine matters, and
the broker returns a proxy card with no vote (the "non-vote") on the non-routine
FINANCIAL STATEMENTS AVAILABLE
A copy of the Company's Annual Report containing audited consolidated
financial statements accompanies this Proxy Statement. The Annual Report does
not constitute a part of the proxy solicitation material.
UPON WRITTEN REQUEST TO CLAIRE M. GULMI, SECRETARY, AMSURG CORP., ONE
BURTON HILLS BOULEVARD, SUITE 350, NASHVILLE, TENNESSEE 37215, THE COMPANY WILL
PROVIDE, WITHOUT CHARGE, COPIES OF THE COMPANY'S ANNUAL REPORT TO THE COMMISSION
ON FORM 10-K.
April 15, 1998