SEC Filings

DEF 14A
AMSURG CORP filed this Form DEF 14A on 04/15/1998
Entire Document
 
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                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENTS

         By letter agreement dated January 1, 1997 (the "1997 Letter
Agreement"), AHC and the Company agreed to continue, on a modified basis, the
administrative services arrangements provided under a previously signed letter
agreement dated November 30, 1992 (the "1992 Letter Agreement"), pursuant to
which Henry D. Herr and Thomas G. Cigarran provided general supervision and
business management services to the Company, and AHC provided accounting,
financial and administrative services for the operations of the Company and each
of the ambulatory surgery centers managed by the Company. Under the 1997 Letter
Agreement, the Company agreed to pay AHC an annual fee of $85,000 plus out of
pocket expenses for services provided by Messrs. Cigarran and Herr. The services
provided by Messrs. Cigarran and Herr were the general supervision of the
business of the Company and the provision of advice and consultation regarding
the financial, accounting and administrative aspects of the Company's business.
The new arrangement also provided that AHC would provide the services it
provided under the 1992 Letter Agreement to each of the Company's ambulatory
surgery centers, physician practices and specialty physician networks. As
compensation for such services, the Company paid AHC a fixed monthly fee of
$4,166.67, a variable monthly fee of $625 for each ambulatory surgery center and
specialty physician network in operation and certain multiples thereof for the
corporate office and other operations. Such payments averaged $25,379 per month
during 1997.

         In December 1997, the Company and AHC entered into a management
agreement (the "Management Agreement") pursuant to which AHC provides certain
financial and accounting services to the Company and its subsidiaries on a
transitional basis, with the intent that the Company acquire the personnel,
systems and expertise necessary to become self-sufficient in the provision of
these services during the period beginning on the date of the Management
Agreement and ending one year later (or earlier if so elected by the Company).
Pursuant to the Management Agreement, AHC shall provide the Company with
services, including assistance with respect to processing payroll and associated
payroll tax returns and accounts payable for the Company's corporate office,
maintaining general accounting records for the Company's corporate operations
and operations of the Company's subsidiaries (including the partnerships and
limited liability companies), preparing the Company's consolidated financial
statements, preparing the Company's corporate tax returns and tax returns for
its subsidiaries, preparing estimated tax reports, and preparing financial
statements in connection with periodic reports required to be filed by the
Company with the Commission.

         Effective January 1, 1998, as compensation for such services, the
Company pays AHC $11,210 per month, subject to adjustment as the Company assumes
the responsibility for such services. Pursuant to the Management Agreement, the
Company has sole responsibility for the accuracy and the integrity of the
financial statements and tax returns prepared by AHC, and the Company provides
oversight and review on a timely basis of the services provided by AHC. In
addition, in the absence of gross negligence on the part of AHC, the Company
will indemnify and hold AHC, its directors, officers, employees and agents and
any person who controls AHC within the meaning of the Securities Act of 1933, as
amended, harmless from and against any and all liabilities, claims or damages
(including the cost of investigating any claim and reasonable attorneys' fees
and disbursements) in connection with any services performed by AHC or any
transactions or conduct in connection therewith.

         Pursuant to the Management Agreement, AHC is responsible for any claims
incurred on or prior to the date of such agreement by the Company's employees
under any medical or dental plans offered by AHC to the Company's employees on
or prior to the date of such agreement in accordance with the terms of such
plans. AHC is not responsible for any claims incurred following the date of the
Management Agreement by any of the Company's employees under any such plan.





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