SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 


<PAGE>   1
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 11, 1997
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                             ---------------------
 
                                    FORM 10
                  GENERAL FORM FOR REGISTRATION OF SECURITIES
                     PURSUANT TO SECTION 12(B) OR 12(G) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
 
                             ---------------------
 
                                  AMSURG CORP.
             (Exact name of registrant as specified in its charter)
 

<TABLE>
<S>                                            <C>
                  TENNESSEE                                     62-1493316
       (State or other jurisdiction of                       (I.R.S. employer
       incorporation or organization)                       identification no.)
 
         ONE BURTON HILLS BOULEVARD
                  SUITE 350
                NASHVILLE, TN                                      37215
  (Address of principal executive offices)                      (Zip code)
</TABLE>

 
                                 (615) 665-1283
               Registrant's telephone number, including area code
 
       SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
 

<TABLE>
<S>                                                       <C>
                  TITLE OF EACH CLASS                                  NAME OF EACH EXCHANGE ON WHICH
                  TO BE SO REGISTERED                                  EACH CLASS IS TO BE REGISTERED
 
</TABLE>

 
       SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
 
                       Class A Common Stock, no par value
 
                       Class B Common Stock, no par value
 
================================================================================

<PAGE>   2
 
                   AMERICAN HEALTHCORP LOGO
                           One Burton Hills Boulevard
                           Nashville, Tennessee 37215
 
                                                                  April   , 1997
Dear Fellow Stockholder:
 
    This Information Statement contains important information regarding AmSurg
Corp. ("AmSurg"), and how American Healthcorp, Inc. ("AHC") will distribute on a
substantially tax-free basis all of the AmSurg common stock owned by AHC to the
holders of AHC common stock (the "Distribution"). AHC currently owns
approximately 59% of the outstanding AmSurg common stock.
 
    The Distribution will result in your ownership of shares of two independent
public companies: AHC, which will focus its business strategy on operating
hospital-based diabetes treatment centers and providing diabetes disease
management services for managed care organizations and other third party payors,
and AmSurg, which will focus its business strategy on the acquisition,
development and management of practice-based ambulatory surgery centers and the
development and management of specialty physician networks associated with these
centers. We are excited about the prospects of both companies. Your Board of
Directors believes that the Distribution by AHC will enable AHC and AmSurg to
develop, finance and manage their businesses more effectively and should better
position the two companies to provide greater total value to stockholders.
 
    Prior to the Distribution, AmSurg will effect a recapitalization (the
"Recapitalization"), pursuant to which every three shares of outstanding AmSurg
common stock will be converted into one share of AmSurg Class A common stock, no
par value ("Class A Common Stock"). Immediately following the Recapitalization,
AHC will exchange (the "Exchange") all of its shares of Class A Common Stock for
shares of AmSurg Class B common stock, no par value ("Class B Common Stock").
The sole purposes for the Recapitalization and the Exchange are to reduce the
number of outstanding shares of AmSurg common stock on a one for three basis
through a reverse stock split and to increase the voting power of AHC in AmSurg
prior to the Distribution to the extent required in order for the Distribution
to qualify for substantially tax-free treatment for federal income tax purposes.
 
    The shares of Class A Common Stock will have one vote per share on all
matters, while the shares of Class B Common Stock will have seven votes per
share on the election and removal of directors of AmSurg and one vote per share
on all other matters. The Distribution to AHC stockholders will be of the Class
B Common Stock held by AHC, which shares will convert automatically into shares
of Class A Common Stock on the first transfer of any such shares following the
Distribution. The Class A Common Stock and the Class B Common Stock will be
identical in all other respects. Application has been made to list the shares of
Class A Common Stock on the Nasdaq National Market effective upon the
Distribution.
 
    If you are a holder of AHC common stock on April   , 1997, the record date
for the Distribution, you will receive, in the Distribution, 69 shares of Class
B Common Stock for every 100 shares of AHC common stock you own on that date, as
such ratio may be adjusted for issuances of AHC common stock after January 31,
1997. Holders of AHC common stock will receive cash in lieu of any fractional
shares of Class B Common Stock. AHC stockholders will be subject to federal
income taxation with respect to approximately 1.5% of the shares of the Class B
Common Stock received by them in the Distribution, the exact amount of which
will be provided by AHC along with other information concerning this taxable
amount. Consummation of the Distribution is expected to occur on May   , 1997.
Consummation of the Distribution is subject to the satisfaction or waiver of
various conditions described in this Information Statement.
 
    This Information Statement also sets forth information about AmSurg and the
rights of the Class A Common Stock and Class B Common Stock, and contains
financial statements and other financial information. Due to the importance of
the information contained in this document, you are urged to read the
Information Statement carefully.
 
    STOCKHOLDERS OF RECORD ON THE RECORD DATE FOR THE DISTRIBUTION WILL BE
ENTITLED AUTOMATICALLY TO PARTICIPATE IN THE DISTRIBUTION AND ARE NOT REQUIRED
TO DO ANYTHING TO BECOME ENTITLED TO SO PARTICIPATE. YOU DO NOT NEED TO TURN IN
YOUR AHC STOCK CERTIFICATE. NO STOCKHOLDER APPROVAL OF THE DISTRIBUTION IS
REQUIRED OR SOUGHT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED
TO SEND US A PROXY.
 
                                          SINCERELY,
 
                                          /S/ THOMAS G. CIGARRAN
                                          --------------------------------------
                                          THOMAS G. CIGARRAN
                                          Chairman and Chief Executive Officer

<PAGE>   3
 
AMSURG LETTERHEAD
 
                                                                  April   , 1997
 
Dear American Healthcorp, Inc. Stockholder:
 
     Upon the distribution by American Healthcorp, Inc. ("AHC") of the shares of
AmSurg common stock owned by AHC (the "Distribution"), each of you will become
holders of AmSurg Corp. ("AmSurg") Class B common stock, no par value. As an AHC
stockholder you have indirectly owned an interest in AmSurg because it has
operated as a majority-owned subsidiary of AHC since 1992. As a result of the
Distribution, AmSurg will be an independent public company with the ability to
develop, finance and manage its business separately from AHC. We appreciate your
past support of AmSurg and would like to welcome you as a direct stockholder in
AmSurg at this exciting moment in the company's history. We expect to continue
our business as a leader in the development, acquisition and management of
practice-based ambulatory surgery centers and the development and management of
specialty physician networks associated with those centers. We believe the
Distribution will position us to maximize our growth potential.
 
     AmSurg was formed in April 1992 for the purpose of developing, acquiring
and managing practice-based ambulatory surgery centers, in partnerships with
physician practice groups, throughout the United States. Each of the surgery
centers offers a narrow range of high volume, lower-risk surgical procedures,
generally in a single specialty, and has been designed with a cost structure
that enables AmSurg to charge fees which management believes are generally less
than those charged by hospitals and freestanding outpatient surgery centers for
similar services performed on an outpatient basis. While the majority of
AmSurg's existing ambulatory surgery centers specialize in gastroenterology,
AmSurg's growth strategy focuses on the development and acquisition of
practice-based ambulatory surgery centers, speciality physician networks and
physician practices in five specialties: gastroenterology, ophthalmology,
orthopaedic surgery, urology and otolaryngology.
 
     Several trends in the healthcare industry, including the continued
penetration of managed care into the healthcare arena and the importance of
market share growth in maintaining and increasing profits, have led AmSurg to
expand its growth strategy to include the development of specialty physician
networks. AmSurg believes that it can strengthen its position with managed care
organizations through the development of single specialty physician networks in
combination with practice-based ambulatory surgery centers strategically located
throughout a medical market area.
 
     We are excited about operating AmSurg as an independent publicly traded
company and the opportunities for future development and growth of our business.
We expect these opportunities to translate into greater value to you and all
AmSurg stockholders.
 
                                          Sincerely,
 
                                          /s/ KEN P. MCDONALD 
                                          ------------------------
                                          Ken P. McDonald
                                          President
 
AMSURG LETTERHEAD

<PAGE>   4
 
                         CROSS-REFERENCE SHEET BETWEEN
                             INFORMATION STATEMENT
                              AND ITEMS OF FORM 10
 

<TABLE>
<CAPTION>
FORM 10 ITEM NUMBER AND CAPTION                     CAPTION IN INFORMATION STATEMENT
- -------------------------------                     --------------------------------
<C>  <S>                                            <C>
 1.  Business.....................................  Summary; Risk Factors; Selected Historical and Pro Forma
                                                      Financial Data of AmSurg; Management's Discussion and
                                                      Analysis of Financial Condition and Results of
                                                      Operations of AmSurg; Business of AmSurg
 2.  Financial Information........................  Summary; Risk Factors; Selected Historical and Pro Forma
                                                      Financial Data of AmSurg; Management's Discussion and
                                                      Analysis of Financial Condition and Results of
                                                      Operations of AmSurg; Business of AmSurg
 3.  Properties...................................  Business of AmSurg
 4.  Security Ownership of Certain Beneficial
       Owners and Management......................  Security Ownership of Certain Beneficial Owners and
                                                      Management
 5.  Directors and Executive Officers.............  Management of AmSurg
 6.  Executive Compensation.......................  Management of AmSurg
 7.  Certain Relationships and Related
       Transactions...............................  The Distribution; Certain Relationships and Related
                                                      Transactions
 8.  Legal Proceedings............................  Business of AmSurg
 9.  Market Price of and Dividends on the
       Registrant's Common Equity and Related
       Stockholder Matters........................  Summary; Description of Capital Stock; Security Ownership
                                                      of Certain Beneficial Owners and Management
10.  Recent Sales of Unregistered Securities......  Recent Sales of Unregistered Securities
11.  Description of Registrant's Securities to be
       Registered.................................  Description of Capital Stock
12.  Indemnification of Directors and Officers....  Management of AmSurg; Description of Capital Stock
13.  Financial Statements and Supplementary
       Data.......................................  Selected Financial Data of AmSurg; Management's
                                                      Discussion and Analysis of Financial Condition and
                                                      Results of Operations of AmSurg; Index to Financial
                                                      Statements
14.  Changes in and Disagreements with Accountants
       on Accounting and Financial Disclosure.....  Not Applicable
15.  Financial Statements and Exhibits............  Index to Financial Statements; Index to Exhibits
</TABLE>


<PAGE>   5
 
                             INFORMATION STATEMENT
 
                                  AMSURG LOGO
                                  COMMON STOCK
                                 (NO PAR VALUE)
 
    This Information Statement/Registration Statement (the "Information
Statement") is being furnished to stockholders of American Healthcorp, Inc., a
Delaware corporation ("AHC"), in connection with the pro rata distribution (the
"Distribution") by AHC to its stockholders of all of the common stock of AmSurg
Corp., a Tennessee corporation ("AmSurg"), owned by AHC. The Distribution is
expected to occur on May   , 1997.
 
    Prior to the Distribution, AmSurg will effect a recapitalization (the
"Recapitalization"), pursuant to which every three shares of AmSurg common stock
will be converted into one share of AmSurg Class A common stock, no par value
(the "Class A Common Stock"). The Recapitalization will reduce on a one for
three basis the number of outstanding shares of common stock of AmSurg through a
reverse stock split (the "Reverse Stock Split"). The sole purpose of the Reverse
Stock Split is to permit the shares of Class A Common Stock to trade at
proportionately higher per share prices following the Distribution. Immediately
following the Recapitalization, AHC will exchange (the "Exchange") its shares of
Class A Common Stock for shares of AmSurg Class B common stock, no par value
(the "Class B Common Stock" and, together with the Class A Common Stock, the
"AmSurg Common Stock"). The sole purpose for the Exchange is to increase the
voting power of AHC in AmSurg prior to the Distribution to the extent required
in order for the Distribution to qualify for substantially tax-free treatment
for federal income tax purposes. The shares of Class A Common Stock will have
one vote per share on all matters, while the shares of Class B Common Stock will
have seven votes per share on the election and removal of directors of AmSurg
and one vote per share on all other matters. The shares of Class B Common Stock
will convert automatically into shares of Class A Common Stock on the first
transfer following the Distribution. The shares of Class A Common Stock and
Class B Common Stock will be entitled to share ratably in any dividends other
than dividends payable with respect to AmSurg preferred stock. In all other
respects, the Class A Common Stock and Class B Common Stock are expected to be
identical. No further shares of Class B Common Stock will be issued following
the Distribution.
 
    In the Distribution, each holder of shares of AHC common stock, par value
$.001 per share (the "AHC Common Stock"), on April   , 1997 (the "Distribution
Record Date") will receive a dividend of 69 shares of Class B Common Stock for
every 100 shares of AHC Common Stock owned by such holder on the Distribution
Record Date subject to adjustment for issuances of AHC Common Stock after
January 31, 1997, with cash being paid in lieu of fractional interests in a
share of Class B Common Stock.
 
    No consideration will be paid by AHC stockholders for the shares of AmSurg
Common Stock to be received by them in the Distribution nor will they be
required to surrender or exchange shares of AHC Common Stock in order to receive
Class B Common Stock. There is currently no public trading market for the shares
of AmSurg Common Stock and no trading market will exist for Class B Common Stock
as each share of Class B Common Stock automatically converts to Class A Common
Stock on its first transfer. Application has been made to list the shares of
Class A Common Stock on The Nasdaq Stock Market's National Market (the "Nasdaq
National Market") under the symbol "AMSG."
 
    The Distribution is subject to the satisfaction or waiver of a number of
other conditions, as described in "THE DISTRIBUTION -- Conditions" in this
Information Statement. A copy of the Distribution Agreement is set forth as
Appendix A to this Information Statement.
 
     SEE "RISK FACTORS" BEGINNING ON PAGE 11 FOR CERTAIN MATTERS THAT SHOULD BE
CONSIDERED WITH RESPECT TO THE SHARES OF AMSURG COMMON STOCK.
                             ---------------------
 
    THIS INFORMATION STATEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
 SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. ANY SUCH OFFERING MAY ONLY BE
  MADE BY MEANS OF A SEPARATE PROSPECTUS PURSUANT TO AN EFFECTIVE REGISTRATION
           STATEMENT AND OTHERWISE IN COMPLIANCE WITH APPLICABLE LAW.
                             ---------------------
 
THE SECURITIES TO BE ISSUED IN THE DISTRIBUTION HAVE NOT BEEN APPROVED OR
   DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE
     SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
       OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
          ADEQUACY OF THIS INFORMATION STATEMENT. ANY REPRESENTATION
                     TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
           The date of this Information Statement is April   , 1997.

<PAGE>   6
 
                               TABLE OF CONTENTS
 

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
AVAILABLE INFORMATION.......................................    1
SUMMARY.....................................................    2
SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA OF AMSURG...    9
SUMMARY PRO FORMA FINANCIAL DATA OF AHC.....................   10
RISK FACTORS................................................   11
  Prior Reliance on AHC.....................................   11
  Dependence on Growth Strategy.............................   11
  Ability to Manage Growth..................................   11
  Relationships with Physician Partners.....................   11
  Dependence on Third-Party Reimbursement...................   12
  Medicare-Medicaid Illegal Remuneration ("anti-kickback")
     Laws...................................................   12
  Physician Self-Referral Laws..............................   13
  Other Government Regulation...............................   13
  Competition...............................................   13
  Risk Factors Regarding AHC after Distribution.............   14
  Effect of the Distribution on the AHC Common Stock........   14
  Certain Federal Income Tax Considerations.................   14
  Proposed Treasury Regulation Regarding Tax Deduction for
     Amortization of Goodwill...............................   15
  No Prior Market for AmSurg Common Stock...................   15
  Shares Eligible for Future Sale...........................   15
  Dilution and Impact of AmSurg Preferred Stock.............   16
  Certain Antitakeover Effects..............................   16
  Risks Associated With Forward-Looking Statements..........   16
THE DISTRIBUTION............................................   17
  Background and Reasons for the Distribution...............   17
  The Recapitalization and Exchange.........................   22
  The Distribution Agreement................................   23
  Conditions................................................   24
  Manner of Effecting the Distribution......................   25
  Listing of Class A Common Stock; Restrictions on Resale;
     Conversion of Class B Common Stock.....................   25
  Interests of Certain Persons in the Distribution..........   26
  The Management Agreement..................................   26
  Adjustment of AHC Stock Options...........................   27
  Accounting Treatment......................................   27
  Certain Federal Income Tax Consequences...................   28
SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA OF
  AMSURG....................................................   31
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
  AND RESULTS OF OPERATIONS OF AMSURG.......................   32
  Overview..................................................   32
  Results of Operations.....................................   33
  Liquidity and Capital Resources...........................   34
CAPITALIZATION OF AMSURG....................................   36
SELECTED PRO FORMA FINANCIAL DATA OF AHC....................   37
BUSINESS OF AHC AFTER DISTRIBUTION..........................   38
BUSINESS OF AMSURG..........................................   39
  Industry Overview.........................................   40
  Strategy..................................................   40
  Acquisition and Development of Surgery Centers............   41
  Surgery Center Locations..................................   42
</TABLE>

 
                                        i

<PAGE>   7

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
  Surgery Center Operations.................................   43
  Physician Specialty Networks and Practices................   44
  Revenues..................................................   45
  Competition...............................................   46
  Government Regulation.....................................   46
  Properties................................................   49
  Employees.................................................   49
  Legal Proceedings and Insurance...........................   49
MANAGEMENT OF AMSURG........................................   50
  Directors and Executive Officers..........................   50
  Committees of the Board of Directors......................   51
  Compensation of Directors.................................   52
  Director and Officer Indemnification and Limitation of
     Liability..............................................   52
  Executive Compensation....................................   54
  Employment Agreements.....................................   55
  Stock Incentive Plans.....................................   56
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..............   62
  Management Agreement......................................   62
  Administrative Services Agreement.........................   62
  Advisory Agreements.......................................   62
  Lease Arrangement.........................................   63
  Other Arrangements........................................   63
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
  MANAGEMENT................................................   64
DESCRIPTION OF CAPITAL STOCK................................   66
  Authorized Capital Stock..................................   66
  1992 Stockholders' Agreement..............................   68
  Registration Agreement....................................   69
  Stockholders' Agreements..................................   69
  Certain Provisions of the Charter, Bylaws, and Tennessee
     Law....................................................   69
SHARES ELIGIBLE FOR FUTURE SALE.............................   72
INDEX TO FINANCIAL STATEMENTS...............................  F-1
APPENDICES
  Appendix A: Distribution Agreement
  Appendix B: Opinion of J.C. Bradford & Co.
  Appendix C: Opinion of Morgan Keegan & Co., Inc.
</TABLE>

 
                                       ii

<PAGE>   8
 
                             AVAILABLE INFORMATION
 
     AmSurg has filed with the Securities and Exchange Commission (the "SEC") a
registration statement on Form 10 (such registration statement, as it may be
amended or supplemented, the "Registration Statement") under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the
shares of Class A Common Stock and Class B Common Stock. This Information
Statement does not contain all of the information which is set forth in the
Registration Statement and the exhibits and schedules thereto. The Registration
Statement and the exhibits thereto are available for inspection and copying
without charge at the Public Reference Section of the SEC at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, as well as the Regional Offices of
the SEC at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, Seven World Trade Center, Suite 1300, New York, New York 10048
and at 5670 Wilshire Boulevard, Suite 1100, Los Angeles, California 90036.
Copies of such information are obtainable by mail from the Public Reference
Section of the SEC at 450 Fifth Street N.W., Washington, D.C. 20549 at
prescribed rates. Copies of such material may also be obtained from the SEC's
web site (http://www.sec.gov).
 
     Following the Distribution, AmSurg will be subject to the informational
requirements of the Exchange Act and, in accordance therewith, will file annual,
quarterly and other reports, proxy statements and other information with the
SEC. The reports, proxy statements and other information which will be filed by
AmSurg with the SEC will be available for inspection and copying at the SEC's
Public Reference Section referred to above. Copies of such material will be
obtainable by mail at prescribed rates by writing the Public Reference Section
of the SEC at the address referred to above and from the SEC's web site
(http://www.sec.gov).
 
     NO PERSON IS AUTHORIZED BY AHC OR AMSURG TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS INFORMATION STATEMENT,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED. NEITHER THE DELIVERY OF THIS INFORMATION
STATEMENT NOR CONSUMMATION OF THE DISTRIBUTION CONTEMPLATED HEREBY SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF AHC OR AMSURG SINCE THE DATE HEREOF, OR THAT THE INFORMATION HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
 
                                        1

<PAGE>   9
 
                                    SUMMARY
 
     The following summary is not intended to be complete and is qualified in
its entirety by reference to the more detailed information included in this
Information Statement and the Distribution Agreement set forth as Appendix A to
the Information Statement. Stockholders are urged to read this Information
Statement and the Distribution Agreement in their entirety. Unless otherwise
noted, the financial statements and other financial information relating to AHC
and AmSurg and data and information as to the shares of AmSurg Common Stock
included herein give effect to the Recapitalization, the Exchange and the
Distribution. Unless the context otherwise requires, the term "AmSurg" refers to
AmSurg and its subsidiaries and the term "AHC" refers to AHC and its
subsidiaries following the Distribution.
 
                                     AMSURG
 
     AmSurg was formed in April 1992 for the purpose of developing, acquiring
and managing practice-based ambulatory surgery centers, in partnerships with
physician practice groups, throughout the United States. An AmSurg surgery
center is typically located adjacent to or in the immediate vicinity of the
specialty medical practice of a physician group partner's office. Each of the
surgery centers offers a narrow range of high volume, lower-risk surgical
procedures, generally in a single specialty, and has been designed with a cost
structure that enables AmSurg to charge fees which management believes are
generally less than those charged by hospitals and freestanding outpatient
surgery centers for similar services performed on an outpatient basis. As of
January 31, 1997, AmSurg owned a majority interest in 27 operating centers in
ten states and the District of Columbia, managed another center's operations and
owned a majority interest in two physician practice groups. As of January 31,
1997, AmSurg also had 21 centers under development and had executed letters of
intent to acquire or develop five additional centers. AmSurg is utilizing
selected surgery centers as a base to develop specialty physician networks that
are designed to serve large numbers of covered lives and thus strengthen
AmSurg's position in dealing with managed care organizations. As of January 31,
1997, AmSurg operated four specialty physician networks, located in the south
Florida market and in Knoxville, Tennessee and Montgomery, Alabama.
 
     In recent years, government programs, private insurance companies, managed
care organizations and self-insured employers have implemented various
cost-containment measures to limit the growth of healthcare expenditures. These
cost-containment measures, together with technological advances, have resulted
in a significant shift in the delivery of healthcare services away from
traditional inpatient hospitals to more cost-effective alternate sites,
including ambulatory surgery centers. AmSurg believes that it is a leader in the
development, acquisition and management of practice-based ambulatory surgery
centers in the specialties in which AmSurg has focused.
 
     While the majority of AmSurg's existing ambulatory surgery centers
specialize in gastroenterology, AmSurg's growth strategy focuses on the
development and acquisition of practice-based ambulatory surgery centers,
specialty physician networks and physician practices in five specialties:
gastroenterology, ophthalmology, orthopaedic surgery, urology and
otolaryngology. AmSurg believes that it can strengthen its position with managed
care organizations through the development of single specialty physician
networks in combination with practice-based ambulatory surgery centers
strategically located throughout a medical market area.
 
     AmSurg markets its surgery centers and networks directly to third-party
payors, including health maintenance organizations ("HMOs"), preferred provider
organizations ("PPOs"), other managed care organizations and employers, and
directly to patients. Marketing activities emphasize the high quality of care,
cost advantages and convenience of AmSurg's surgery centers and are focused on
making each center an approved provider under local managed care plans. In
addition, AmSurg is developing networks with selected physician groups in order
to market to managed care payors a comprehensive specialty physician network
that includes its surgery centers.
 
     AmSurg ambulatory surgery centers and specialty physician networks are
typically owned through limited and general partnerships or limited liability
companies in which a subsidiary of AmSurg is a general partner or member and
holds a majority interest. The other partners of the partnerships and members of
the
                                        2

<PAGE>   10
 
limited liability companies are physicians or physician practice groups that
generally have offices adjacent to or in close proximity to the surgery center.
In development projects, the capital contributed by the physicians and AmSurg,
together with bank financing, provide the partnership or limited liability
company with the funds necessary to construct and equip the surgery center and
to provide initial working capital.
 
     AmSurg is incorporated in Tennessee. Its principal executive offices are
located at One Burton Hills Boulevard, Nashville, Tennessee 37215, and its
telephone number is (615) 665-1283.
 
     AN INVESTMENT IN SHARES OF AMSURG COMMON STOCK IS SUBJECT TO VARIOUS RISKS.
SEE "RISK FACTORS."
 
                                THE DISTRIBUTION
 
DISTRIBUTING COMPANY.......  The distributing company is AHC. Following
                             consummation of the Distribution, AHC, through its
                             wholly-owned subsidiary, Diabetes Treatment Centers
                             of America, Inc. ("DTCA"), will continue to operate
                             hospital-based diabetes treatment centers and to
                             provide diabetes disease management services for
                             managed care organizations and other third party
                             payors. DTCA's hospital-based diabetes treatment
                             centers are designed to create centers of
                             excellence for the treatment of diabetes in the
                             community in which they are located and thereby
                             increase the hospitals' market share of diabetes
                             patients and lower the hospitals' cost of providing
                             services to this population. DTCA's disease
                             management products are designed to assist
                             healthcare payors in reducing the total cost and
                             improving the quality of care for individuals with
                             diabetes through intensive diabetes education,
                             patient support and treatment regimens, as well as
                             comprehensive management of all care delivered to
                             these individuals. AHC, through its wholly-owned
                             subsidiary, Arthritis and Osteoporosis Care Center,
                             Inc. ("AOCC"), operates two arthritis and
                             osteoporosis treatment centers providing
                             comprehensive treatment to individuals with
                             arthritis and osteoporosis. On March 10, 1997, the
                             last full trading day prior to the announcement of
                             the execution of the Distribution Agreement and the
                             filing of this Information Statement with the SEC,
                             the closing sale price per share of AHC Common
                             Stock was $13.
 
PURPOSES OF THE
DISTRIBUTION...............  The Distribution is designed to separate the two
                             principal operating businesses of AHC so that each
                             may maximize its value by adopting strategies and
                             pursuing objectives appropriate to its specific
                             needs. The principal purpose of the Distribution
                             for the AmSurg operating business is to enable it
                             to have access to debt and equity capital markets
                             as an independent, publicly traded company in order
                             to finance the development and acquisition of
                             ambulatory surgery centers and specialty physician
                             networks. The principal purpose of the Distribution
                             for AHC is to enable AHC to focus its capital
                             resources on the development of DTCA's
                             comprehensive diabetes disease management services
                             for managed care organizations and other third
                             party payors. The Distribution will enable
                             management of both AHC and AmSurg to focus on each
                             company's core business, provide liquidity for the
                             AmSurg minority stockholders and permit AHC
                             investors to more precisely choose and monitor
                             their investments. See "THE
                             DISTRIBUTION -- Background and Reasons for the
                             Distribution."
 
SECURITIES TO BE
DISTRIBUTED................  All of the outstanding shares of Class B Common
                             Stock, which is expected to be 5,530,131 shares of
                             Class B Common Stock, will be distributed. As of
                             January 31, 1997, AHC owned 59% of the outstanding
                                        3

<PAGE>   11
 
                             shares of common stock of AmSurg. As of that date,
                             28% of the remaining shares of AmSurg common stock
                             were owned by physicians who acquired their shares
                             in connection with AmSurg's acquisition or
                             development of ambulatory surgery centers and the
                             remaining 13% were owned by management and certain
                             other investors who acquired their shares in
                             private transactions. See "THE DISTRIBUTION."
 
DISTRIBUTION AGREEMENT.....  The Distribution will be accomplished pursuant to
                             the terms and conditions of the Distribution
                             Agreement, dated as of March 7, 1997, by and
                             between AHC and AmSurg set forth as Appendix A
                             hereto (the "Distribution Agreement").
 
DISTRIBUTION RATIO.........  69 shares of Class B Common Stock will be
                             distributed for each 100 shares of AHC Common Stock
                             outstanding on the Distribution Record Date subject
                             to adjustment for issuances of AHC Common Stock
                             after January 31, 1997. Holders of AHC Common Stock
                             will receive cash in lieu of any fractional shares
                             of Class B Common Stock that would otherwise be
                             distributed. No consideration will be paid by AHC
                             stockholders for the shares of AmSurg Common Stock
                             to be received by them, nor will they be required
                             to surrender or exchange shares of AHC Common Stock
                             in order to receive shares of AmSurg Common Stock.
                             See "THE DISTRIBUTION."
 
AUTOMATIC CONVERSION OF
  CLASS B COMMON STOCK UPON
  TRANSFER.................  Each share of Class B Common Stock will convert
                             automatically into one share of Class A Common
                             Stock upon any transfer following the Distribution,
                             including transfers by gift but excluding transfers
                             of the Class B Common Stock from the beneficial
                             owner into street name, from street name to the
                             beneficial owner and by pledge. Stockholders will
                             not be required to effect a conversion of their
                             shares of Class B Common Stock in order to settle
                             any transfer or to sell their shares on the Nasdaq
                             National Market. See "DESCRIPTION OF CAPITAL
                             STOCK."
 
VOTING AND OTHER RIGHTS OF
  CLASS A COMMON STOCK AND
  CLASS B COMMON STOCK.....  Each share of Class A Common Stock will have one
                             vote per share on all matters, while each share of
                             Class B Common Stock will have seven votes per
                             share in the election and removal of directors of
                             AmSurg and one vote per share on all other matters.
                             The Class A Common Stock and Class B Common Stock
                             will vote together as a single class on all matters
                             except those that would adversely affect the rights
                             of either class. The shares of Class A Common Stock
                             and Class B Common Stock will be entitled to share
                             ratably in any dividends other than dividends
                             payable with respect to AmSurg preferred stock.
                             AmSurg will not have the right to issue any Class B
                             Common Stock following the Distribution. The Class
                             A Common Stock and Class B Common Stock will be
                             identical in all other respects. See "DESCRIPTION
                             OF CAPITAL STOCK."
 
TRADING MARKET.............  Application has been made to list the shares of
                             Class A Common Stock on the Nasdaq National Market
                             under the symbol "AMSG." See "THE
                             DISTRIBUTION -- Listing of Class A Common Stock;
                             Restrictions on Resale; Conversion of Class B
                             Common Stock." The combined trading prices of AHC
                             Common Stock and Class A Common Stock after the
                                        4

<PAGE>   12
 
                             Distribution may be less than, equal to or greater
                             than the trading price of AHC Common Stock before
                             the Distribution.
 
DISTRIBUTION RECORD DATE...  April   , 1997
 
DISTRIBUTION DATE..........  The Distribution will take place following the
                             satisfaction or waiver of the conditions set forth
                             in the Distribution Agreement. It is anticipated
                             that the Distribution will take place on May   ,
                             1997. Stock certificates representing the shares of
                             Class B Common Stock to be distributed will be
                             mailed by the Distribution Agent as soon as
                             practicable after the Distribution. No action of an
                             AHC stockholder is necessary to receive the
                             certificates.
 
CONDITIONS TO
DISTRIBUTION...............  The Distribution is subject to a number of
                             conditions, including the following: (i) the
                             receipt of a letter ruling from the Internal
                             Revenue Service (the "IRS") with respect to the
                             substantially tax-free status of the Distribution
                             for federal income tax purposes; (ii) the listing
                             of the Class A Common Stock on a national
                             securities exchange or for inclusion in the Nasdaq
                             National Market or such other trading market as the
                             parties may agree; (iii) the approval by the AmSurg
                             stockholders of the amendment and restatement of
                             AmSurg's Charter (the "AmSurg Charter"), the
                             amendment and restatement of the AmSurg Bylaws (the
                             "AmSurg Bylaws") and various other matters; (iv)
                             the receipt by the Special Committee of the Board
                             of Directors of AmSurg of the opinion of J.C.
                             Bradford & Co. ("J.C. Bradford") that the
                             Recapitalization, Exchange and the Distribution are
                             fair, from a financial point of view, to the
                             stockholders of AmSurg, other than AHC, and the
                             receipt by the Board of Directors of AHC of the
                             opinion of Morgan Keegan & Co., Inc. ("Morgan
                             Keegan") that the Distribution, Recapitalization
                             and Exchange are fair, from a financial point of
                             view, to the AHC stockholders, and confirmation of
                             such opinions prior to the Distribution; and (v)
                             the approval of the Recapitalization and the
                             Exchange by the holders of at least a majority of
                             the voting power of the outstanding shares of
                             capital stock of AmSurg, with the holders of no
                             more than 5% of the outstanding shares exercising
                             dissenters' rights of appraisal under Tennessee
                             law. AHC, as the holder of 59% of the voting power
                             of the common stock of AmSurg on January 31, 1997,
                             has agreed to vote in favor of the Recapitalization
                             and the Exchange and the amendment and restatement
                             of the AmSurg Charter and AmSurg Bylaws. The
                             holders of AmSurg preferred stock also must approve
                             the amendment and restatement of the AmSurg
                             Charter. See "THE DISTRIBUTION -- Conditions."
 
RECAPITALIZATION AND
EXCHANGE...................  Immediately prior to consummation of the
                             Distribution, AmSurg will (a) undergo a
                             Recapitalization, in which AmSurg will convert
                             every three shares of AmSurg common stock held by
                             all existing AmSurg stockholders, including AHC,
                             into one share of Class A Common Stock and
                             authorize the issuance of Class B Common Stock to
                             AHC in the Exchange and (b) effect the Exchange by
                             issuing 5,530,131 shares of Class B Common Stock to
                             AHC in exchange for the same number of shares of
                             Class A Common Stock. The Class B Common Stock will
                             have as of the date of Distribution approximately
                             90% of the voting power of the capital stock of
                             AmSurg in election and removal of directors. As
                             part of the Recapitalization, AmSurg also will
                             convert every three shares of Series A Preferred
                             Stock and Series B Preferred Stock into one share
                             of Series A Preferred Stock and Series B Preferred
                             Stock, respectively. The
                                        5

<PAGE>   13
 
                             sole purposes of the Recapitalization and the
                             Exchange are (a) to reduce the number of
                             outstanding shares of AmSurg common stock on a one
                             for three basis through a Reverse Stock Split so as
                             to permit the shares of AmSurg Common Stock to
                             trade at proportionately higher per share prices
                             following the Distribution, and (b) to increase the
                             voting power of AHC immediately prior to the
                             Distribution as required in order to effect the
                             Distribution on a substantially tax-free basis for
                             federal income tax purposes. See "THE
                             DISTRIBUTION -- The Recapitalization and Exchange."
 
DISTRIBUTION AGENT,
TRANSFER AGENT AND
  REGISTRAR................  SunTrust Bank, the transfer agent for the AHC
                             Common Stock, will serve as the distribution agent
                             (the "Distribution Agent") and as the transfer
                             agent and registrar for the AmSurg Common Stock.
 
FEDERAL INCOME TAX
  CONSEQUENCES.............  It is anticipated that the Distribution will be
                             substantially tax-free for federal income tax
                             purposes under Section 355 of the Internal Revenue
                             Code of 1986, as amended (the "Code"). Receipt of a
                             ruling from the IRS that the Distribution may be
                             accomplished on a substantially tax-free basis for
                             federal income tax purposes is a condition to the
                             Distribution. Stockholders will be subject to
                             federal income taxation with respect to
                             approximately 1.5% of the shares of AmSurg Common
                             Stock received by them and any cash received in
                             lieu of fractional shares. AHC will distribute as
                             soon as practicable to its stockholders information
                             regarding the taxable amount of ordinary income and
                             of capital gain attributable to the Distribution.
                             See "THE DISTRIBUTION -- Certain Federal Income Tax
                             Consequences." Stockholders are urged to consult
                             with their personal tax advisors concerning any
                             state, local or foreign tax consequences of the
                             Distribution.
 
DIVIDENDS AFTER THE
  DISTRIBUTION.............  AmSurg does not currently intend to declare or pay
                             any cash dividends on the shares of Class A Common
                             Stock and Class B Common Stock and its ability to
                             do so will be subject to certain limitations. See
                             "DESCRIPTION OF CAPITAL STOCK -- Authorized Capital
                             Stock -- Dividend Policy." AHC does not currently
                             intend to declare or pay any cash dividends on the
                             shares of AHC Common Stock and its ability to do so
                             will be subject to certain limitations.
 
CERTAIN PROVISIONS OF
AMSURG'S CHARTER, BYLAWS
  AND
  TENNESSEE LAW............  Certain provisions of AmSurg's Charter and Bylaws
                             and Tennessee law may have the effect of delaying
                             or making more difficult an acquisition of control
                             of AmSurg in a transaction not approved by its
                             Board of Directors. See "RISK FACTORS -- Certain
                             Antitakeover Effects," and "DESCRIPTION OF CAPITAL
                             STOCK -- Certain Provisions of the Charter, Bylaws
                             and Tennessee Law."
 
ARRANGEMENTS BETWEEN AMSURG
  AND AHC AND CERTAIN
  OFFICERS OF AHC AFTER THE
  DISTRIBUTION.............  In connection with the Distribution, AHC and AmSurg
                             have entered into various agreements that will
                             result in ongoing relationships between AHC and
                             AmSurg. AmSurg and AHC have entered into a
                             Management
                                        6

<PAGE>   14
 
                             and Human Resources Agreement (the "Management
                             Agreement"), pursuant to which AHC will provide
                             certain financial and accounting services to AmSurg
                             on a transitional basis for a period of up to one
                             year to enable AmSurg to become self-sufficient in
                             these areas. Thomas G. Cigarran, the Chairman and
                             Chief Executive Officer of AHC, has agreed to serve
                             as Chairman of the Board of AmSurg following the
                             Distribution. Mr. Cigarran and Henry D. Herr, the
                             Chief Financial Officer and a director of AHC, will
                             serve as advisors to AmSurg for a period of two
                             years following the Distribution pursuant to
                             separate advisory agreements. The purpose of these
                             agreements is to provide AmSurg with advisory
                             services to AmSurg management in the areas of
                             strategy, operations, management and organizational
                             development for a two-year period following the
                             Distribution. Mr. Herr and James A. Deal, Executive
                             Vice President of AHC and President of DTCA, also
                             will serve as directors of AmSurg. The Management
                             Agreement and the advisory agreements were approved
                             by a committee of independent directors of AmSurg
                             (the "Special Committee") and were deemed by the
                             Special Committee to be fair and in the best
                             interests of AmSurg. AmSurg will continue to
                             sublease its corporate headquarters from AHC
                             pursuant to an existing Sublease Agreement that
                             expires in December 1999. See "CERTAIN
                             RELATIONSHIPS AND RELATED TRANSACTIONS."
 
INTERESTS OF CERTAIN
PERSONS IN THE
  DISTRIBUTION.............  Certain directors and officers of AHC and AmSurg
                             will have interests in the Distribution that are in
                             addition to their interests as AHC stockholders
                             generally and those interests may create potential
                             conflicts of interest. These interests include
                             positions with both companies prior to and after
                             the Distribution. The terms of the Distribution and
                             the related Recapitalization and Exchange have been
                             approved by the Special Committee and the Board of
                             Directors of AHC. See "THE DISTRIBUTION --
                             Interests of Certain Persons in the Distribution."
 
RISK FACTORS...............  Holders of AHC Common Stock should be aware that
                             the Distribution and the ownership of AmSurg Common
                             Stock involve certain risk factors, including (i)
                             the risk that AmSurg will no longer be able to rely
                             upon AHC for certain management, administrative and
                             accounting services, except for certain financial
                             and accounting services provided by AHC and for
                             certain advisory services provided by Mr. Cigarran
                             and Mr. Herr on a transitional basis; (ii) the risk
                             that AmSurg may not be able to implement its growth
                             strategy and to manage the growth it does achieve;
                             and (iii) the risk that the market trading prices
                             of AHC Common Stock and AmSurg Common Stock may not
                             equal or exceed on a combined basis the current
                             market trading prices of AHC Common Stock. See
                             "RISK FACTORS."
 
FAIRNESS OPINIONS..........  J.C. Bradford has delivered an opinion to the
                             Special Committee that the Recapitalization,
                             Exchange and Distribution are fair, from a
                             financial point of view, to the stockholders of
                             AmSurg, other than AHC. The receipt of a
                             confirmation of that opinion by the Board of
                             Directors of AmSurg is a condition to the
                             Distribution. A copy of the opinion is set forth as
                             Appendix B hereto. Morgan Keegan has delivered an
                             opinion to the AHC Board of Directors that the
                             Recapitalization, Exchange and Distribution are
                             fair, from a financial point of view, to the
                             stockholders of
                                        7

<PAGE>   15
 
                             AHC. The receipt of a confirmation of that opinion
                             by the Board of Directors of AHC is a condition to
                             the Distribution. A copy of the opinion is set
                             forth as Appendix C hereto. See "THE
                             DISTRIBUTION -- Background and Reasons for the
                             Distribution; and -- Conditions."
 
     NO HOLDER OF AHC COMMON STOCK WILL BE REQUIRED TO PAY ANY CASH OR OTHER
CONSIDERATION FOR THE SHARES OF AMSURG COMMON STOCK RECEIVED IN THE DISTRIBUTION
OR TO SURRENDER OR EXCHANGE SHARES OF AHC COMMON STOCK OR TO TAKE ANY OTHER
ACTION IN ORDER TO RECEIVE SHARES OF AMSURG COMMON STOCK IN THE DISTRIBUTION.
STOCKHOLDERS WILL BE SUBJECT TO FEDERAL INCOME TAXATION WITH RESPECT TO
APPROXIMATELY 1.5% OF THE SHARES OF THE AMSURG COMMON STOCK RECEIVED BY THEM AND
ANY CASH RECEIVED IN LIEU OF FRACTIONAL SHARES. SEE "THE DISTRIBUTION -- MANNER
OF EFFECTING THE DISTRIBUTION" AND "THE DISTRIBUTION -- CERTAIN FEDERAL INCOME
TAX CONSEQUENCES."
                                        8

<PAGE>   16
 
           SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA OF AMSURG
 
     The following table presents summary historical and pro forma financial
data of AmSurg. The information set forth below should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results of
Operations of AmSurg" and the historical and pro forma consolidated financial
statements and notes thereto included elsewhere in this Information Statement.
The historical consolidated statement of operations data set forth below for
each of the years ended December 31, 1994, 1995 and 1996 and the historical
consolidated balance sheet data at December 31, 1996 are derived from, and are
qualified by reference to, the audited consolidated financial statements
included herein, and should be read in conjunction with those financial
statements and notes thereto. The historical consolidated statement of
operations data set forth below for the period from inception through December
31, 1992 and the year ended December 31, 1993 is derived from audited
consolidated financial statements not included herein. See "Index to Financial
Statements." The pro forma combined statement of operations data for the year
ended December 31, 1996 set forth below reflects the effects of the acquisition
of The Endoscopy Center of Ocala, Inc. and six other businesses acquired during
the year ended December 31, 1996 assuming the acquisitions had occurred on
January 1, 1996. None of the other six businesses (five surgery centers and one
physician practice) acquired individually exceeded the significant subsidiary
tests requiring separate financial reporting under applicable SEC regulations.
 
     The historical and pro forma financial information may not be indicative of
AmSurg's future performance and does not necessarily reflect the financial
position and results of operations of AmSurg had AmSurg operated as a separate,
stand-alone entity during the periods covered.
 

<TABLE>
<CAPTION>
                                                                               HISTORICAL                      PRO FORMA
                                                             ----------------------------------------------   ------------
                                                                     YEAR ENDED AND AT DECEMBER 31,            YEAR ENDED
                                                             ----------------------------------------------   DECEMBER 31,
                                                             1992(1)    1993     1994      1995      1996         1996
                                                             -------   ------   -------   -------   -------   ------------
                                                                         (IN THOUSANDS EXCEPT PER SHARE DATA)
<S>                                                          <C>       <C>      <C>       <C>       <C>       <C>
OPERATING DATA:
Revenues...................................................  $  576    $6,586   $13,826   $22,489   $35,007     $40,620
                                                             ------    ------   -------   -------   -------     -------
Expenses:
  Salaries and benefits....................................     456     2,307     4,092     6,243    11,613      13,308
  Other operating expenses.................................     288     3,002     5,091     7,563    11,547      13,230
  Depreciation and amortization............................      51       665     1,309     2,397     3,000       3,465
  Interest.................................................       3        30       193       722       948       1,298
                                                             ------    ------   -------   -------   -------     -------
        Total expenses.....................................     798     6,004    10,685    16,925    27,108      31,301
                                                             ------    ------   -------   -------   -------     -------
Income (loss) before income taxes and minority interest....    (222)      582     3,141     5,564     7,899       9,319
  Minority interest in earnings of consolidated
    partnerships...........................................      87     1,121     2,464     3,938     5,433       6,543
                                                             ------    ------   -------   -------   -------     -------
Income (loss) before income taxes..........................    (309)     (539)      677     1,626     2,466       2,776
  Income tax expense.......................................      --        --        26       578       985       1,109
                                                             ------    ------   -------   -------   -------     -------
Net income (loss)..........................................    (309)     (539)      651     1,048     1,481       1,667
  Accretion of preferred stock discount....................      --        --        --        --        22          22
                                                             ------    ------   -------   -------   -------     -------
Net income (loss) attributable to common stockholders......  $ (309)   $ (539)  $   651   $ 1,048   $ 1,459     $ 1,645
                                                             ======    ======   =======   =======   =======     =======
Net income (loss) per share attributable to common
  stockholders(2)..........................................  $(0.24)   $(0.11)  $  0.09   $  0.12   $  0.16     $  0.18
                                                             ======    ======   =======   =======   =======     =======
Weighted average common shares and equivalents(2)..........   1,302     4,734     7,313     8,581     9,102       9,301
BALANCE SHEET DATA:
Cash and cash equivalents..................................                                         $ 3,192
Working capital............................................                                           4,732
Total assets...............................................                                          54,653
Long-term debt.............................................                                           9,218
Minority interest..........................................                                           5,674
Preferred stock............................................                                           4,982
Stockholders' equity.......................................                                          28,374
GENERAL CENTER DATA:
Procedures.................................................   1,146    16,051    30,922    55,344    71,323
Centers at period end......................................       4         6        14        18        27
SAME CENTER DATA(3):
Procedure growth...........................................                                              10%
Net revenue growth.........................................                                              14%
</TABLE>

 
- ---------------
 
(1) Period from inception through December 31, 1992.
(2) Adjusted to give effect to the Recapitalization which includes a one for
     three reverse stock split.
(3) Fifteen centers in same center category.
                                        9

<PAGE>   17
 
                    SUMMARY PRO FORMA FINANCIAL DATA OF AHC
 
     The summary unaudited pro forma financial data of AHC set forth below
reflects certain adjustments to the historical consolidated financial statements
of AHC for each of the fiscal years in the five year period ended August 31,
1996, and the three month periods ended November 30, 1995 and 1996 to present
AmSurg as a discontinued operation.
 

<TABLE>
<CAPTION>
                                                                                          THREE MONTHS
                                                                                             ENDED
                                           FOR THE YEAR ENDED AND AT AUGUST 31,           NOVEMBER 30,
                                      -----------------------------------------------   ----------------
                                       1992      1993      1994      1995      1996      1995     1996
                                      -------   -------   -------   -------   -------   ------   -------
                                                     (IN THOUSANDS EXCEPT PER SHARE DATA)
<S>                                   <C>       <C>       <C>       <C>       <C>       <C>      <C>       <C>
OPERATING DATA:
Revenues:
        Total revenues..............  $37,112   $39,682   $41,144   $36,583   $31,403   $8,023   $ 7,979
                                      -------   -------   -------   -------   -------   ------   -------
Expenses:
  Salaries and benefits.............   16,488    16,972    18,699    18,878    19,866    4,944     5,261
  Other operating expenses..........   11,860    11,771    12,271    10,865     7,254    1,571     2,009
  Depreciation and amortization.....    1,336     1,340     1,293     1,339     1,273      356       330
  Interest..........................       12         8         6         7         5        2         1
                                      -------   -------   -------   -------   -------   ------   -------
        Total expenses..............   29,696    30,091    32,269    31,089    28,398    6,873     7,601
                                      -------   -------   -------   -------   -------   ------   -------
Income before income taxes and
  discontinued operations...........    7,416     9,591     8,875     5,494     3,005    1,150       378
Income tax expense(1)...............    3,040     3,884     3,586     2,252       544      499       171
                                      -------   -------   -------   -------   -------   ------   -------
Income from continuing operations...    4,376     5,707     5,289     3,242     2,461      651       207
  Discontinued operations...........       --      (170)       38       674       799      149       256
                                      -------   -------   -------   -------   -------   ------   -------
Net income..........................  $ 4,376   $ 5,537   $ 5,327   $ 3,916   $ 3,260   $  800   $   463
                                      =======   =======   =======   =======   =======   ======   =======
Income per share from continuing
  operations(2).....................  $  0.52   $  0.68   $  0.63   $  0.40   $  0.30   $ 0.08   $  0.03
Income (loss) per share from
  discontinued operations(2)........       --     (0.02)     0.00      0.08      0.10     0.02      0.03
                                      -------   -------   -------   -------   -------   ------   -------
Net income per share(2).............  $  0.52   $  0.66   $  0.63   $  0.48   $  0.40   $ 0.10   $  0.06
                                      =======   =======   =======   =======   =======   ======   =======
Weighted average common shares and
  equivalents.......................    8,370     8,404     8,461     8,211     8,161    8,090     8,199
</TABLE>

 

<TABLE>
<CAPTION>
                                                                                                               AS
                                                                                                           ADJUSTED(3)
                                                                                                           -----------
<S>                                   <C>       <C>       <C>       <C>       <C>       <C>      <C>       <C>
BALANCE SHEET DATA:
Cash and cash equivalents...........                                          $12,562            $ 9,982     $ 9,982
Working capital.....................                                           13,324             12,279      11,804
Net assets of discontinued
  operations........................                                           16,361             17,321          --
Total assets........................                                           48,487             48,656      33,035
Long-term debt and other long-term
  liabilities.......................                                            2,657              2,178       2,178
Stockholders' equity................                                           41,611             42,209      26,113
</TABLE>

 
- ---------------
 
(1) Includes nonrecurring income tax benefit in fourth quarter of fiscal 1996 of
    $760,000 or $.09 per share.
(2) Per share information does not give effect to the increase in weighted
    average number of shares outstanding that is expected to occur as a result
    of the adjustment of AHC stock options in connection with the Distribution.
    See "THE DISTRIBUTION -- Adjustments of AHC Stock Options; and -- Accounting
    Treatment."
(3) Adjusted to give effect to the Distribution and estimated expenses of
    $475,000 related thereto and estimated non-cash compensation expense of
    $5,970,000 ($4,270,000 net of income taxes) that is expected to be
    recognized as a result of the adjustment of AHC stock options in connection
    with the Distribution. See "THE DISTRIBUTION -- Adjustments of AHC Stock
    Options; and -- Accounting Treatment."
                                       10

<PAGE>   18
 
                                  RISK FACTORS
 
     In addition to the other information contained in this Information
Statement, holders of AHC Common Stock should carefully consider the following
information concerning AmSurg, AHC, the Recapitalization, Exchange and
Distribution. In addition to the historical information included herein, this
Information Statement includes certain forward-looking statements that are based
on management's beliefs as well as on assumptions made by and information
currently available to management. These statements, which have been included in
reliance on the "safe harbor" provisions of the Private Litigation Reform Act of
1995, are subject to a number of risks and uncertainties, including but not
limited to the factors identified below. Actual results may differ materially
from those anticipated in any such forward-looking statements.
 
     PRIOR RELIANCE ON AHC.  AmSurg has historically relied upon AHC for certain
management, administrative and accounting services. After the Distribution,
AmSurg will be responsible for maintaining its own management, administrative
and accounting functions, except for certain financial and accounting services
provided by AHC on a transitional basis for up to one year pursuant to the
Management Agreement and for certain advisory services provided by members of
AHC senior management pursuant to two-year advisory agreements. In particular,
Thomas G. Cigarran, who was the Chairman and Chief Executive Officer of AmSurg
prior to the Distribution, will no longer serve as an officer of AmSurg,
although he will continue to serve as Chairman of the Board of Directors and
will serve as an advisor to AmSurg. Henry D. Herr, who was Vice President and
Secretary of AmSurg prior to the Distribution, will serve as a director and an
advisor to AmSurg after the Distribution, but will no longer serve as an officer
of AmSurg. See "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS."
 
     DEPENDENCE ON GROWTH STRATEGY.  AmSurg intends to increase its revenues and
earnings, in part, by continuing to develop and to acquire practice-based
ambulatory surgery centers, and by developing specialty physician networks that
may include the acquisition of ownership interests in and provision of
management services to specialty physician networks and practices. There can be
no assurance that AmSurg will be able to acquire or develop additional surgery
centers or interests in physician networks, or that it will be able to provide
management services to physician practices at a profit. In addition, there can
be no assurance that the assets acquired by AmSurg in the future, or the
management services relationships entered into in the future, will ultimately
produce returns that justify their related investment or implementation by
AmSurg.
 
     AmSurg's growth strategy also requires substantial capital investment.
Capital will be needed not only for the acquisition of the assets of surgery
centers and physician practices, but also for their development, effective
integration, operation and expansion. AmSurg may finance future acquisitions by
raising additional capital through debt or equity financings or using shares of
its capital stock for all or a portion of the consideration to be paid in such
acquisitions. In the event that the Class A Common Stock does not maintain a
sufficient valuation, or potential acquisition candidates are unwilling to
accept Class A Common Stock as part of the consideration for the sale of the
assets of their businesses, AmSurg may be required to utilize more of its cash
resources, if available, or rely solely on additional financing arrangements in
order to pursue its acquisition strategy. In such an instance, if AmSurg does
not have sufficient capital resources, its growth could be limited and its
operations impaired. There can be no assurance that AmSurg will be able to
obtain financing or that, if available, such financing will be on terms
acceptable to AmSurg. See "BUSINESS OF AMSURG -- Strategy."
 
     ABILITY TO MANAGE GROWTH.  AmSurg has recently experienced rapid growth
that has resulted in new and increased responsibilities for management personnel
and has placed increased demands on AmSurg's management, operational and
financial systems and resources. To accommodate this recent growth and to
compete effectively and manage future growth, AmSurg will be required to
continue to implement and improve its operational, financial and management
information systems and to expand, train, motivate and manage its workforce.
There can be no assurance that AmSurg's personnel, systems, procedures and
controls will be adequate to support AmSurg's operations. Any failure to
implement and improve AmSurg's operational, financial and management systems or
to expand, train, motivate or manage employees could have a material adverse
effect on AmSurg's financial condition and results of operation.
 
                                       11

<PAGE>   19
 
     RELATIONSHIPS WITH PHYSICIAN PARTNERS.  AmSurg's ownership interests in
practice-based ambulatory surgery centers and specialty physician networks
generally are structured through limited and general partnerships or limited
liability companies. AmSurg typically maintains a majority interest in each
partnership or limited liability company, with physicians or physician practice
groups holding minority limited partnership interests or serving as minority
members. AmSurg, as owner of majority interests in such partnerships and limited
liability companies, owes a fiduciary duty to the minority interest holders in
such entities and may encounter conflicts between the respective interests of
AmSurg and the minority holders. In such cases, AmSurg's directors are obligated
to exercise reasonable, good-faith judgment to resolve the conflicts and may not
be free to act solely in the best interest of AmSurg. The success of AmSurg's
business is dependent upon maintaining relationships with the physicians who
provide medical services at the centers, many of whom are limited partners or
members of the limited liability companies that own the AmSurg centers.
 
     In addition, upon the occurrence of certain fundamental regulatory changes,
AmSurg will be obligated to purchase some or all of the minority interests of
the physicians affiliated with AmSurg in the partnerships or limited liability
companies which own and operate AmSurg's surgery centers. The regulatory changes
that could trigger such an obligation include changes that: (i) make the
referral of Medicare and other patients to AmSurg's surgery centers by
physicians affiliated with AmSurg illegal; (ii) create the substantial
likelihood that cash distributions from the partnership or limited liability
company to the physicians associated therewith will be illegal; or (iii) cause
the ownership by the physicians of interests in the partnerships or limited
liability companies to be illegal. There can be no assurance that AmSurg's
existing capital resources would be sufficient for it to meet the obligation, if
it arises, to purchase minority interests held by physicians in the partnerships
or limited liability companies which own and operate AmSurg's surgery centers.
The determination of whether a triggering event has occurred is made by the
concurrence of counsel for AmSurg and the physician partners or, in the absence
of such concurrence, by independent counsel having an expertise in healthcare
law and who is chosen by both parties. Determination is therefore not within the
control of AmSurg. While AmSurg has structured the repurchase obligations to be
as favorable as possible to AmSurg, the triggering of these obligations could
have a material adverse effect on the financial condition and results of
operations of AmSurg. See "BUSINESS OF AMSURG -- Acquisition and Development of
Surgery Centers; and -- Government Regulation."
 
     DEPENDENCE ON THIRD-PARTY REIMBURSEMENT.  AmSurg is dependent upon private
and governmental third-party sources of reimbursement for services provided to
patients in AmSurg's centers and physician practices. In addition to market and
cost factors affecting the fee structure implemented by centers and practices
operated by AmSurg, numerous Medicare and Medicaid regulations, cost containment
and utilization decisions of third-party payors and other payment factors over
which AmSurg has no control may adversely affect the amount of payment a center
or practice may receive for its services. The market share growth of managed
care has resulted in some locations in substantial competition among providers
of services for inclusion in managed care contracting. Exclusion from
participation in a managed care contract in a specific location can result in
material reductions in patient volume and reimbursement to a physician practice
or to a practice-based ambulatory surgery center. AmSurg's financial condition
and results of operations may be adversely affected by fixed fee schedules,
capitation payment arrangements, reduced payments to physicians generally,
exclusion from participation in managed care programs or other changes in
payments for healthcare services. See "BUSINESS OF AMSURG -- Government
Regulation -- Reimbursement."
 
     MEDICARE-MEDICAID ILLEGAL REMUNERATION ("ANTI-KICKBACK") LAWS.  Federal
"anti-kickback" laws prohibit the offer, payment, solicitation or receipt of any
form of remuneration in return for the referral of Medicare or state health
program patients or patient care opportunities, or in return for the purchase,
lease or order of items or services that are covered by Medicare or state health
programs. The anti-kickback statute is very broad in scope and its provisions
are not well defined by existing case law or regulation. Violations of the
anti-kickback laws may result in substantial civil or criminal penalties for
individuals or entities, including large civil monetary penalties and exclusion
from participation in the Medicare and Medicaid programs. Such exclusion, if
applied to AmSurg's surgery centers or networks, could result in significant
loss of reimbursement and could have a material adverse effect on AmSurg. In
July 1991 and September 1993, the Department of Health and Human Services
("DHHS") Inspector General issued final regulations identifying various "safe
 
                                       12

<PAGE>   20
 
harbors," including two related to investment interests, which offer exemption
from the anti-kickback laws. The structure of the partnerships and limited
liability companies operating AmSurg centers and physician networks do not
satisfy all of the requirements of either of the "investment interest" safe
harbors and therefore are not immune from government review or prosecution.
However, AmSurg believes that it conducts the operations of the networks and the
centers in compliance with applicable law. Moreover, neither AmSurg nor any
affiliated physician intends for the compensation arrangements or return on
investment to constitute remuneration in exchange for or to induce the referral
of business or patients between or among the parties. Notwithstanding AmSurg's
belief that the relationship of physician partners to the AmSurg surgery centers
should not constitute illegal remuneration under the anti-kickback laws, no
assurances can be given that a federal or state agency charged with enforcement
of the anti-kickback laws and similar laws or a private party might not assert a
contrary position or that new federal or state laws might not be enacted that
would cause the physician partners' relationships with the AmSurg centers to
become illegal, or result in the imposition of penalties on AmSurg or certain of
its facilities. Even the assertion of a violation could have a material adverse
effect upon the financial condition and results of operations of AmSurg. See
"BUSINESS OF AMSURG -- Government Regulation -- Medicare-Medicaid Illegal
Remuneration Provisions."
 
     PHYSICIAN SELF-REFERRAL LAWS.  At both the state and federal level, there
are legislative restrictions on the ability of a physician to refer patients to
healthcare entities when the physician (or immediate family member) has a
financial relationship, directly or indirectly, with the entity receiving the
referral. The financial relationship giving rise to prohibition on referrals may
be either an ownership or investment interest or a compensatory arrangement. At
the federal level, this legislation (42 USC sec. 1395nn) is known as the "Stark
bill" because of its sponsor, Representative Pete Stark. Originally, the Stark
bill applied only to entities providing clinical laboratory services. However,
as of January 1, 1995, the ban on physician financial relationships with
healthcare entities extended to entities providing certain defined "designated
health services" ("Stark II"). AmSurg believes physician ownership of
practice-based ambulatory surgery centers to which they refer patients and
physician networks is not prohibited under Stark II or other similar statutes
recently enacted at the state level. However, these statutes are not clearly
written and are therefore subject to different interpretations with respect to
many important provisions. Violations of these "self-referral" laws may result
in substantial civil or criminal penalties for individuals or entities,
including large civil monetary penalties and exclusion from participation in the
Medicare and Medicaid programs. Such exclusion, if applied to AmSurg's surgery
centers, could result in significant loss of reimbursement and could have a
material adverse effect on AmSurg. There can be no assurances that further
judicial or agency interpretation of existing law or further legislative
restrictions on physician ownership of healthcare entities will not be issued
which may have a material adverse effect upon the financial condition and
results of operations of AmSurg. See "BUSINESS OF AMSURG -- Government
Regulation -- Prohibition on Physician Ownership of Healthcare Facilities."
 
     OTHER GOVERNMENT REGULATION.  All facets of the healthcare industry are
highly regulated at the federal and state levels. AmSurg's ability to be
profitable may be adversely affected by licensing and certification
requirements, reimbursement restrictions or reductions and other governmental
regulatory factors. In addition, AmSurg's ability to expand its services in the
future may be adversely affected by health planning laws, including certificate
of need requirements, at the state and/or federal level. A number of other
initiatives have developed during the past several years to reform various
aspects of the healthcare system in the United States. There can be no assurance
that current or future legislative initiatives or government regulation will not
have a material adverse effect on the financial condition or results of
operations of AmSurg or reduce the demand for its services. See "BUSINESS OF
AMSURG -- Government Regulation -- CONs and State Licensing."
 
     COMPETITION.  The healthcare business is highly competitive and there are
other companies in the same or similar business of developing, acquiring and
operating practice-based ambulatory surgery centers, specialty physician
networks and physician practices, or who may decide to enter the practice-based
ambulatory surgery center business, the development of specialty physician
networks or the acquisition of physician practices, who have greater financial,
research, marketing and staff resources than AmSurg. In addition, AmSurg
competes with other healthcare providers for contracting with managed care
payors in each of its markets. There is no
 
                                       13

<PAGE>   21
 
assurance AmSurg can compete effectively with such entities. See "BUSINESS OF
AMSURG -- Competition."
 
     RISK FACTORS REGARDING AHC AFTER DISTRIBUTION.  A material portion of AHC's
operating revenues and revenue growth was generated by AmSurg prior to the
Distribution. After the Distribution, AHC's business will consist of its
hospital-based diabetes treatment services business, the comprehensive
management of diabetes care for managed care organizations and other third-party
payors and the operation of arthritis and osteoporosis treatment centers. In the
last fiscal year, revenues from this business have been adversely affected by
termination of certain hospital contracts and development and implementation
costs applicable to DTCA's development of comprehensive diabetes disease
management products for the managed care industry. AHC's ability to generate
revenues and profits from its diabetes disease management contracts with managed
care organizations and other third-party payors is dependent primarily on its
ability to reduce overall healthcare costs for individuals with diabetes while
improving clinical outcomes for these individuals. While AHC believes that it
can reduce the healthcare costs and improve clinical outcomes for individuals
with diabetes through effective management of the disease, AHC's ability to
produce the anticipated improvements in care and cost savings and thus operate
these contracts in a manner that will produce profitability for AHC has not yet
been established, because AHC's comprehensive healthcare management contracts
for people with diabetes are believed to be the first of this type in the
industry and have only been recently implemented or are in the process of being
implemented. During fiscal 1996, 13 DTCA contracts for hospital services were
discontinued or not renewed. Certain hospitals faced with pressures to make
immediate cost reductions have decided to eliminate DTCA's treatment programs.
While AHC believes this business is stabilizing, the general uncertainties
associated with changes taking place in the healthcare industry and DTCA's
client hospitals' reactions to the changes in the industry may continue to
adversely affect revenues and contract retention in future periods. See
"BUSINESS OF AHC AFTER DISTRIBUTION."
 
     Other risks associated with the business of AHC include regulatory risks
for the healthcare industry as a whole, efforts by hospitals and third party
payors to reduce costs, unusual and unforeseen patterns of healthcare
utilizations by individuals with diabetes in the managed care organizations with
which DTCA has executed an agreement, the ability or inability of such managed
care organizations to maintain the covered lives in the plans serviced by DTCA
and the ability or inability of DTCA to attract, retain and effectively manage
the employees required to implement the agreements with managed care
organizations.
 
     Following the Distribution, for a period of two years, Thomas G. Cigarran,
the Chairman and Chief Executive Officer of AHC and Henry D. Herr, the Chief
Financial Officer and a director of AHC, will provide advisory services to
AmSurg. The services, while limited in scope, may impact the amount of time
Messrs. Cigarran and Herr are able to devote to the business of AHC during this
period. See "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS -- Advisory
Agreements."
 
     EFFECT OF THE DISTRIBUTION ON THE AHC COMMON STOCK.  After the
Distribution, the AHC Common Stock will continue to be traded on the Nasdaq
National Market. As a result of the Distribution, AHC will no longer own any
AmSurg Common Stock and accordingly its balance sheet and income statement will
no longer reflect the assets and operation of AmSurg. AHC will be entirely
dependent upon the operation of DTCA and AOCC for its earnings and, as a result,
the trading prices of AHC Common Stock are expected to be lower than the trading
prices of AHC Common Stock immediately prior to the Distribution and such
trading prices may also be more volatile than they were prior to the
Distribution. The combined trading prices of AHC Common Stock and Class A Common
Stock after the Distribution may be less than, equal to or greater than the
trading prices of AHC Common Stock prior to the Distribution.
 
     CERTAIN FEDERAL INCOME TAX CONSIDERATIONS.  AHC has conditioned the
Distribution on the receipt of a ruling from the IRS to the effect that, among
other things, the Distribution will be substantially tax-free under Section 355
of the Code. Approximately 1.5% of the shares of AmSurg Common Stock distributed
in the Distribution will be subject to federal income taxation. In addition,
cash received in lieu of fractional share interests in the AmSurg Common Stock
will generally be taxable to recipients. The continuing validity of the IRS
ruling will be subject to certain factual representations and assumptions. If
such factual representations and assumptions were incorrect in a material
respect, the ruling would be jeopardized. AHC is not aware of
 
                                       14

<PAGE>   22
 
any facts or circumstances which should cause the representations and
assumptions to be untrue. If the Distribution were taxable, then (i) corporate
level income taxes would be payable by the consolidated group of which AHC is
the common parent, based upon the amount by which the fair market value of the
Class B Common Stock distributed in the Distribution exceeds AHC's basis therein
and (ii) each holder of AHC Common Stock who received shares of Class B Common
Stock in the Distribution would be treated as if the stockholder received a
taxable distribution, taxed as a dividend to the extent of such stockholder's
pro rata share of AHC's current and accumulated earnings and profits. Each AHC
stockholder should consult his or her own tax advisor with respect to the
specific tax consequences of the Distribution to such stockholder, including the
effect of state, local and foreign tax laws. See "THE DISTRIBUTION -- Certain
Federal Income Tax Consequences."
 
     PROPOSED TREASURY REGULATION REGARDING TAX DEDUCTION FOR AMORTIZATION OF
GOODWILL.  Effective on August 10, 1993, Section 197 of the Code was enacted to
allow goodwill and other intangible assets purchased after that date to be
amortized as a tax deduction. Previously, no tax deduction was allowed for
purchases of goodwill. On January 16, 1997 the IRS published proposed
regulations implementing Section 197 amortization of intangible assets including
goodwill. The proposed regulations contain certain "anti-churning" provisions
which deny a deduction for goodwill amortization expense in several situations,
including when the seller of the goodwill becomes a related party following the
transaction. The intent of this particular portion of the proposed regulations
is explained as preventing sellers from entering into transactions for the
purpose of converting goodwill without tax deductibility (i.e. goodwill arising
prior to the effective date of Section 197) into goodwill pursuant to Section
197 in which the sellers would then benefit from tax deductible amortization in
future periods. These proposed regulations do not specifically contain an
exception for the form of transaction that AmSurg has utilized in its
acquisitions of interests in practice-based ambulatory surgery centers and
interests in physician practices. However, because the goodwill for which AmSurg
has been claiming amortization deductions was purchased by AmSurg from unrelated
parties after the effective date of Section 197 and, as per agreement with the
sellers, the tax deduction for goodwill amortization is specifically allocated
exclusively to AmSurg, and therefore, the seller receives no tax benefit from
the amortization of the goodwill, AmSurg believes that the proposed regulations
should not be applied to deny a tax deduction to AmSurg. Together with other
taxpayers similarly affected, AmSurg will vigorously attempt to have the
proposed regulations revised in such a way as to recognize the acceptability of
the methodology utilized by AmSurg in accomplishing the purpose as stated in the
legislative record and retaining the tax deductibility of AmSurg's acquired
goodwill. However, there can be no assurance that the proposed regulations will
be amended or modified by the IRS. If the proposed regulations are adopted as
currently written, it will not be clear in these regulations that AmSurg is
entitled to the deduction for the amortization of goodwill associated with the
purchase of interests in practice-based surgery centers and physician practices
and these deductions could be subject to challenge by the IRS. Loss of these tax
deductions would have a material adverse effect on the results of operations of
AmSurg. Due to the lengthy public hearing and adoption process, AmSurg is not
able to estimate a date by which the IRS will take action on the proposed
regulations.
 
     NO PRIOR MARKET FOR AMSURG COMMON STOCK.  There has been no prior trading
market for AmSurg Common Stock and there can be no assurance as to the prices at
which the Class A Common Stock will trade after the Distribution. Although it is
anticipated that the Class A Common Stock will be traded on the Nasdaq National
Market, the prices at which Class A Common Stock trades may fluctuate
significantly. Prices for the Class A Common Stock may be influenced by many
factors, including the depth and liquidity of the market for such Class A Common
Stock, investor perceptions of AmSurg and its businesses, and general economic
and market conditions.
 
     SHARES ELIGIBLE FOR FUTURE SALE.  AmSurg has a significant number of shares
of AmSurg Common Stock outstanding that were sold in private transactions and
not registered under the Securities Act of 1933, as amended (the "Securities
Act") upon issuance. The unregistered shares ("restricted securities") are
eligible for resale in the public market at prescribed times subject to
compliance with an exemption from the registration requirements of the
Securities Act, such as Rule 144. See "SHARES ELIGIBLE FOR FUTURE SALE." In
addition, certain AmSurg stockholders have certain registration rights with
respect to their shares of Class A Common Stock. See "DESCRIPTION OF CAPITAL
STOCK -- Registration
 
                                       15

<PAGE>   23
 
Agreement; and -- Stockholders' Agreement." As of January 31, 1997, AmSurg had
issued options to purchase 906,783 shares of Class A Common Stock (of which
602,337 shares are vested) to employees and non-employee directors who, after
the Distribution and following the filing of a registration statement on Form
S-8 by AmSurg, will be able to exercise and immediately sell shares underlying
vested options. Of the 3,803,943 shares of Class A Common Stock that are
anticipated to be "restricted securities" immediately following the
Distribution, 3,502,698 will have satisfied a one-year holding period following
the Distribution. On February 7, 1997 and March 7, 1997, the Board of Directors
approved grants of options for the purchase of 117,166 shares of AmSurg Common
Stock to various AmSurg employees pursuant to the AmSurg 1997 Stock Incentive
Plan. The grant of such options and the Plan are subject to AmSurg stockholder
approval at the stockholders' meeting scheduled to be held on May   , 1997. All
options after the Distribution will be to purchase shares of Class A Common
Stock. Prior to the Distribution, there has been no market for the Class A
Common Stock and no prediction can be made as to the effect, if any, that the
sale of shares or the availability of shares for sale will have on the market
price prevailing from time to time. Nevertheless, sales of substantial amounts
of Class A Common Stock in the public market could adversely affect prevailing
market prices and the ability of AmSurg to raise equity capital in the future.
 
     DILUTION AND IMPACT OF AMSURG PREFERRED STOCK.  Certain redemption and
conversion features of the AmSurg Series A Redeemable Preferred Stock, no par
value (the "Series A Preferred Stock") and the Series B Convertible Preferred
Stock, no par value (the "Series B Preferred Stock" and, together with the
Series A Preferred Stock, the "AmSurg Preferred Stock"), the award and exercise
of stock options by the management of AmSurg and the issuance of Class A Common
Stock in connection with the acquisitions and development of AmSurg surgery
centers and equity financings may cause dilution of the per share value of the
AmSurg Common Stock held by AmSurg stockholders. The conversion of the Series B
Preferred Stock into Class A Common Stock will result in such investors holding
between six and eight percent of the AmSurg Common Stock on a fully diluted
basis as of November 20, 1996 depending on the timing of the conversion. If not
redeemed by November 20, 1998, the Series A Preferred Stock will be entitled to
an eight percent annual per share cash dividend from that date forward. The
Series A Preferred Stock is also entitled to a 14% annual per share cash
dividend upon certain events of default by AmSurg. If certain liquidity events
have not occurred prior to November 20, 2002, AmSurg will be required to redeem
the Series A Preferred Stock and Series B Preferred Stock. See "DESCRIPTION OF
CAPITAL STOCK."
 
     CERTAIN ANTITAKEOVER EFFECTS.  Certain provisions of AmSurg's Charter and
Bylaws and Tennessee statutory law could have the effect of delaying, deferring
or preventing a change in control of AmSurg in a transaction not approved by
AmSurg's Board of Directors. See "DESCRIPTION OF CAPITAL STOCK -- Certain
Provisions of the Charter, Bylaws and Tennessee Law."
 
     RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS.  This Information
Statement contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, and Section 21E of the Exchange Act ,
which are intended to be covered by the safe harbors created thereby. When used
in this Information Statement, the words "anticipate", "believe", "estimate",
"expect" and similar expressions are intended to identify forward-looking
statements. Investors are cautioned that all forward-looking statements involve
risks and uncertainty. Although AHC and AmSurg believe that the assumptions
underlying the forward-looking statements contained herein are reasonable, any
of the assumptions could be inaccurate, and therefore, there can be no assurance
that the forward-looking statements included in this Information Statement will
prove to be accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, including the risk factors described
herein, the inclusion of such information should not be regarded as a
representation by AHC, AmSurg or any other person that the objectives and plans
of AHC or AmSurg will be achieved. Neither AHC nor AmSurg intends to update any
of these forward-looking statements.
 
                                       16

<PAGE>   24
 
                                THE DISTRIBUTION
 
     This section of the Information Statement describes certain aspects of the
Recapitalization, Exchange and Distribution. The following description does not
purport to be complete and is qualified in its entirety by reference to the
Distribution Agreement which is attached as Appendix A to this Information
Statement.
 
BACKGROUND AND REASONS FOR THE DISTRIBUTION
 
     AmSurg was formed in April 1992 with AHC owning an initial 25% equity
interest. The business strategy of AmSurg was to develop, acquire and manage
practice-based ambulatory surgery centers, in partnerships with physician
practice groups, throughout the United States. The implementation of this
strategy required significant capital resources beyond that which AmSurg could
generate internally and, from 1992 through 1995, AHC provided substantially all
of the needed capital through direct equity investment and guaranties of AmSurg
bank debt. As a result of its investments in AmSurg, as of January 31, 1997, AHC
owned 59% of the outstanding AmSurg common stock. The remaining AmSurg common
stock is owned by physicians who are partners in AmSurg surgery centers (who
collectively owned 28% of the AmSurg common stock) and management and certain
other investors (who collectively owned 13% of the AmSurg common stock).
 
     During 1994, AHC through its wholly-owned subsidiary DTCA began to
implement a business strategy to develop and market new comprehensive diabetes
disease management products for the managed care industry. The development and
marketing of these products have required significant capital and have reduced
the capability of AHC to fund the capital needs of AmSurg. As a result of the
diminished capability of AHC to fund the capital needs of AmSurg, in early 1996,
management of AHC began to consider alternative ways to facilitate AmSurg's
access to capital from sources other than AHC.
 
     As a first step, management of AHC recommended to the AmSurg management
that it address its short-term capital needs by engaging an investment bank to
seek additional capital through a private placement of equity or debt. AmSurg
accepted this recommendation and engaged J.C. Bradford to raise the capital
necessary to meet its short-term needs. As a result of this process, on November
20, 1996, AmSurg raised a net of approximately $5.0 million of additional
capital by issuing to unaffiliated institutional investors a combination of
AmSurg redeemable and convertible preferred stock. Following this transaction,
AmSurg believes that it is adequately funded for its short-term needs but
believes it will need additional debt or equity capital to fund its long-term
growth. See "MANAGEMENT'S DISCUSSION AND ANALYSIS -- Liquidity and Capital
Resources."
 
     Recognizing the need of AmSurg for additional capital, management of AHC
determined that the long-term needs of AmSurg required that AmSurg have access
to the public equity and debt markets and that a public trading market in AmSurg
common stock could be created either through a public offering of a portion of
the AmSurg common stock owned by AHC or through the distribution of the AmSurg
common stock it owned to the stockholders of AHC. In September 1996, management
of AHC determined that it was in the best interests of the stockholders of AHC
to create the public market opportunity for AmSurg through a substantially tax
free spin-off of the AmSurg common stock held by AHC. Management of AHC was
advised that in order for such a spin-off transaction to be substantially tax
free, a recapitalization of AmSurg was necessary to give AHC a class of common
stock with sufficient voting power to be able to distribute "control" of AmSurg
in the Distribution as required for substantially tax free treatment under
Section 355 of the Code. See "-- Certain Federal Income Tax Consequences." As a
result of this determination, in September 1996, AHC proposed to AmSurg the
Distribution and the related Recapitalization and Exchange.
 
     On October 3, 1996, the AmSurg Board of Directors created the Special
Committee to consider whether the proposed Distribution and related
Recapitalization and Exchange would be in the best interests of AmSurg and its
stockholders, including the minority stockholders, and to negotiate the terms
and conditions of any such transaction on behalf of AmSurg. Ken P. McDonald, the
President of AmSurg, as well as a director, and William C. Weaver, III and
Bergein F. Overholt, M.D., both independent directors and AmSurg stockholders,
were appointed to the Special Committee. The Special Committee retained J.C.
Bradford and independent counsel to assist it in its consideration of the
proposed Distribution and the related Recapitalization and Exchange.
 
                                       17

<PAGE>   25
 
     The Special Committee held numerous meetings to consider the proposed
Distribution and related Recapitalization and Exchange and whether it was in the
best interests of AmSurg and its minority stockholders. On November 1, 1996, the
Special Committee resolved to recommend to the AmSurg Board of Directors that
AmSurg and AHC proceed with the necessary steps to effect the Distribution and
related Recapitalization and Exchange, including the filing with the IRS of a
request for a ruling to the effect that the Distribution could be effected on a
substantially tax free basis for federal income tax purposes. On November 8,
1996, the Board of Directors of AmSurg approved the recommendation of the
Special Committee. In reaching their determination, the Special Committee and
the Board of Directors of AmSurg considered a number of factors, including,
without limitation, the following: (i) the long-term need for AmSurg to have
access to the public equity and debt markets to fund its future growth and the
belief that AmSurg would have superior access to capital markets as an
independent, publicly-held company, (ii) the belief that the Distribution was
the best alternative to create a public market, in part because the public
market for AmSurg Common Stock would not be depressed by the "overhang" that
might be caused by the continuing interest of AHC in AmSurg, which would be the
case if AmSurg issued shares to the public in an initial public offering without
AHC divesting its interest in AmSurg, (iii) the fact that existing AmSurg
minority stockholders would have liquidity for their shares through the ability
to sell under Rule 144 or in secondary public offerings following the
Distribution, (iv) the belief that, because of its high growth rate and need for
capital, AmSurg was not at the point in its development at which stockholder
values might be maximized through the sale of the company, (v) the fact that AHC
needed to focus its capital resources on the development of DTCA's diabetes
disease management services business and would have limited available capital
for investment in AmSurg, (vi) the fact that the Distribution would permit the
development of employee benefit plans and policies and other corporate
initiatives designed to better incentivize and attract employees, (vii) the fact
that AHC would not sell any of its AmSurg common stock in a public offering due
to the fact that AHC stockholders could not benefit from such a sale without
adverse tax consequences, (viii) the belief that the proposed one for three
reverse stock split that is part of the Recapitalization is necessary to
increase the trading price of the AmSurg Common Stock to improve the level of
trading interest, thereby providing greater opportunities to access public
equity capital and for AmSurg stockholder liquidity; (ix) the belief that the
two classes of Common Stock contemplated by the Recapitalizations differed
materially only in voting rights for directors and given the immediate automatic
conversion on the transfer of AmSurg Class B Common Stock the two classes would
not be valued materially differently in the trading marketplace; and (x) the
belief that the Recapitalization and the Exchange necessary to obtain
substantially tax free treatment of the Distribution would not materially
disadvantage either AmSurg or its minority stockholders.
 
     On October 16, 1996, the Board of Directors of AHC considered the
recommendations of AHC management to pursue the alternative of the Distribution
and authorized proceeding with the necessary steps to effect the Distribution,
including the filing with the IRS of a request for a ruling that the
Distribution could be effected on a substantially tax free basis. Their
determination was based on a number of factors, including, without limitation,
the following: (i) the fact that AHC could no longer fund the capital needs of
AmSurg and that AmSurg needed access to the public equity and debt markets as an
independent publicly-held company, (ii) the fact that the stockholders of AHC
could not benefit from a public offering of a portion of the AmSurg common stock
held by AHC without adverse tax consequences, (iii) the fact the Distribution
would give the AHC stockholder the ability to share in the growth opportunities
for AmSurg on a substantially tax free basis, (iv) the fact that there is little
synergy between the businesses of DTCA and AmSurg, (v) the need for AHC
management to increase their focus on the business of DTCA, (vi) the
desirability of permitting investors to choose between the two businesses in
making investment decisions, and (vii) the belief that AmSurg was not at the
point in its development at which AHC stockholder values could be maximized
through the sale of AmSurg.
 
     On November 21, 1996, AHC and AmSurg submitted a ruling request to the IRS
with regard to the federal income tax consequences of the Distribution. Between
November 1996 and March 7, 1997, when the Distribution Agreement was approved,
AHC and AmSurg negotiated the terms of the Distribution and the related
Recapitalization and Exchange, the terms and number of votes per share of the
Class A Common Stock and Class B Common Stock, the terms and conditions of the
Distribution Agreement, the Exchange
 
                                       18

<PAGE>   26
 
Agreement and the Management Agreement and certain governance issues for AmSurg
following the Distribution. Concurrently, the Board of Directors of AHC and the
Special Committee, together with their financial advisors, considered the
fairness of the Distribution and related Recapitalization and Exchange to the
stockholders of AHC and AmSurg. To provide financial advice to the AHC Board of
Directors, AHC retained Morgan Keegan to consider the fairness, from a financial
point of view, of the Recapitalization, Exchange and Distribution to the
stockholders of AHC.
 
     On March 7, 1997, the Special Committee determined that the Distribution
and the related Recapitalization and Exchange are fair to and in the best
interests of AmSurg and its stockholders, including the minority stockholders,
and recommended that the AmSurg Board of Directors approve the Distribution and
the related Recapitalization and Exchange, subject to the satisfaction of the
conditions set forth in the Distribution Agreement. At the March 7, 1997 Special
Committee meeting, J.C. Bradford delivered its opinion, set forth as Appendix B
hereto, that the Recapitalization, Exchange and Distribution are fair to the
stockholders of AmSurg, other than AHC, from a financial point of view. A
description of this opinion, the methodology employed, the analysis on which it
was based and the nature of this engagement of J.C. Bradford is set forth below.
Based on the recommendations of the Special Committee, the opinion of J.C.
Bradford and other factors considered by the AmSurg Board of Directors, on March
7, 1997, the AmSurg Board determined that the Recapitalization, Exchange and
Distribution are fair to and in the best interests of the stockholders of
AmSurg, including the minority stockholders, and approved the Distribution and
the related Recapitalization and Exchange, subject to the satisfaction or waiver
of the conditions set forth in the Distribution Agreement. The principal factors
considered by the Special Committee and the AmSurg Board of Directors in
reaching this conclusion were the ones set forth above in connection with its
November 8, 1996 decision as well as the financial advice and opinion of J.C.
Bradford.
 
     Opinion of J.C. Bradford.  On March 7, 1997, the Special Committee received
a written opinion from J.C. Bradford to the effect that, based upon the factors
set forth in such opinion, the Recapitalization, Exchange and Distribution are
fair to the stockholders of AmSurg, other than AHC, from a financial point of
view. The full text of J.C. Bradford's opinion which sets forth certain
assumptions made, matters considered and limitations on the review undertaken,
is set forth in Appendix B and is incorporated herein by reference and should be
read in its entirety in connection with this Information Statement. This summary
is qualified in its entirety by reference to the full text of such opinion.
 
     In conducting its analyses and arriving at its opinion, J.C. Bradford
considered such financial and other information as it deemed appropriate
including, among other things, the following: (i) the proposed terms of the
Recapitalization, Exchange and Distribution; (ii) the historical and current
financial position and results of operations of AHC as set forth in its periodic
reports and proxy materials filed with the SEC; (iii) the audited financial
statements of AmSurg for the fiscal years ended December 31, 1992, 1993, 1994,
1995 and 1996; (iv) certain internal operating data and financial analyses,
including forecasts of AmSurg for the years beginning January 1, 1996 and ending
December 31, 2001 which assume no future changes in accounting principles which
would have a material effect on AmSurg's financial statements; (v) the past and
current business, financial condition and prospects of AmSurg and AHC as
discussed with certain senior officers of AmSurg and AHC; (vi) certain
financial, operating and securities trading data of certain other public
companies that J.C. Bradford believed to be comparable to AmSurg or relevant to
the transaction, with such information taken from individual companies' annual
reports, SEC Forms 10-K and 10-Q; (vii) the financial terms of certain other
transactions that J.C. Bradford believed to be relevant; (viii) data relating to
public companies with two classes of stock, including an analysis of float of
the classes, historical price and volume data, data relating to voting rights of
the stocks, and data relating to economic differences in the classes, such as
different dividend rights; (ix) reported price and trading activity for the
shares of AHC Common Stock; (x) a draft of the Information Statement included in
the Registration Statement on Form 10 for the AmSurg Common Stock filed with the
SEC; (xi) the tax ruling request, as supplemented, to the IRS from AHC and
AmSurg; and (xii) such other financial studies, analyses, and investigations as
J.C. Bradford deemed appropriate for purposes of its opinion.
 
     In making its analyses, J.C. Bradford considered the financial aspects of
other alternatives available to AmSurg, including the sale of all or a portion
of AmSurg to the public through an initial public offering and
 
                                       19

<PAGE>   27
 
the continuance of AmSurg as an AHC subsidiary. In arriving at its opinion, J.C.
Bradford has relied upon publicly available information and information provided
by AHC and AmSurg (including information contained in this Information
Statement), has not independently verified the information concerning AHC and
AmSurg or other data considered in its review, and has relied upon the accuracy
and the completeness of all such information. In connection with its opinion
provided to the Special Committee, J.C. Bradford was not asked to, and did not,
provide any opinion as to the valuation, future performance or long-term
viability of AmSurg as an independent public company following the
Recapitalization, Exchange and Distribution. J.C. Bradford's opinion does not
opine as to or give any assurances of the price at which the shares of Class A
Common Stock will trade after the Distribution. The opinion of J.C. Bradford is
addressed to the Special Committee in connection with its consideration of the
Recapitalization, Exchange and Distribution and permits the AmSurg Board of
Directors to rely upon it and addresses only the fairness, from a financial
point of view, of the Recapitalization, Exchange and Distribution to the
stockholders of AmSurg, other than AHC. J.C. Bradford's opinion is not a
recommendation to any current or prospective stockholder of AHC or AmSurg as to
any investment decisions such person may take.
 
     J.C. Bradford was engaged by the Special Committee on October 11, 1996 to
provide financial advisory and investment banking services. In connection with
the services performed and to be performed by J.C. Bradford, including the
rendering of its written opinion and updates thereto, AmSurg has agreed to pay
J.C. Bradford a fee of $125,000. AmSurg has also agreed to reimburse J.C.
Bradford for its reasonable expenses, and to indemnify it against certain
liabilities and expenses, including certain liabilities under the federal
securities laws, in connection with its services as a financial advisor.
 
     J.C. Bradford, as part of its investment banking business, engages in the
valuation of businesses and securities in connection with mergers and
acquisitions, negotiated underwritings, secondary distributions of listed and
unlisted securities, private placements, and valuations for estate, corporate,
and other purposes.
 
     At the March 7, 1997 meeting of the AHC Board of Directors, the Board
approved the Distribution and the related Recapitalization and Exchange, subject
to the satisfaction or waiver of the conditions set forth in the Distribution
Agreement. At this meeting, the Board determined that the transactions are fair
to and in the best interests of the AHC stockholders. The principal factors
considered by the AHC Board of Directors in reaching this conclusion were the
ones set forth above in connection with its October 16, 1996 decision as well as
the financial advice and opinion of Morgan Keegan. Morgan Keegan delivered its
opinion, set forth as Appendix C hereto, that the Recapitalization, Exchange and
Distribution are fair to the AHC stockholders from a financial point of view. A
description of this opinion, the methodology employed, the analysis on which it
was based and the nature of this engagement of Morgan Keegan is set forth below.
 
     Opinion of Morgan Keegan.  On March 7, 1997, the AHC Board of Directors
received a written opinion from Morgan Keegan to the effect that, based upon the
factors set forth in such opinion the Recapitalization, Exchange and the
Distribution are fair to the stockholders of AHC from a financial point of view.
The full text of Morgan Keegan's opinion which sets forth certain assumptions
made, matters considered and limitations on the review undertaken, is set forth
in Appendix C and is incorporated herein by reference and should be read in its
entirety in connection with this Information Statement. This summary is
qualified in its entirety by reference to the full text of such opinion. It is a
condition to the consummation of the Distribution that Morgan Keegan deliver an
updated opinion to the AHC Board, to be dated the Distribution Date, in
substantially the same form as the opinion set forth in Appendix C. See
" -- Conditions." The opinion of Morgan Keegan assumes that the
Recapitalization, Exchange and Distribution are consummated as described in this
Information Statement.
 
                                       20

<PAGE>   28
 
     In its opinion, Morgan Keegan stated that it has, among other things:
 

<TABLE>
<S>     <C>
(i)     reviewed the publicly available consolidated financial
        statements of AHC and certain other relevant financial and
        operating data, including primarily, line of business
        operating data, and financial data and projections of AHC
        and AmSurg made available to it from published sources and
        by officers of AHC;
(ii)    reviewed the financial statements of AmSurg contained in the
        Information Statement;
(iii)   reviewed certain internal financial and operating
        information, including primarily projections, relating to
        AHC and AmSurg prepared by the managements of AHC and
        AmSurg, respectively;
(iv)    discussed the business, financial condition and prospects of
        AHC with the management of AHC;
(v)     discussed the business, financial condition and prospects of
        AmSurg with the management of AHC and AmSurg;
(vi)    reviewed the financial terms of the Recapitalization,
        Exchange and Distribution;
(vii)   reviewed the financial terms, to the extent publicly
        available, of certain spin-off transactions involving other
        companies it deemed relevant to the analysis of the
        Distribution, and certain merger transactions involving
        other companies it deemed relevant to the analysis of the
        potential sale of certain of AHC's subsidiaries to an
        unaffiliated purchaser;
(viii)  reviewed certain publicly available financial data and stock
        trading activity relating to certain healthcare companies it
        deemed appropriate in analyzing AHC and AmSurg;
(ix)    reviewed the Information Statement included in the
        Registration Statement on Form 10 for the AmSurg Common
        Stock filed with the SEC on March 11, 1997; and
(x)     performed such other analysis and examinations and
        considered such other information, financial studies,
        analysis and investigations and financial, economic and
        market data as it deemed relevant.
</TABLE>

 
     In making its analyses, Morgan Keegan considered the financial aspects of
other alternatives available to AHC, including the sale of certain of AHC's
subsidiaries to an unaffiliated purchaser, the sale of all or a portion of
AmSurg to the public through an initial public offering and the continuance of
AmSurg as an AHC subsidiary. The opinion also states that Morgan Keegan has
relied upon publicly available information and information provided by AHC and
AmSurg (including the information contained in this Information Statement), has
not independently verified the information concerning AHC and AmSurg or other
data considered in its review, and has relied upon the accuracy and completeness
of all such information. In connection with its opinion provided to the AHC
Board of Directors, Morgan Keegan was not asked to, and did not, provide any
opinion as to the valuation, future performance or long-term viability of AHC or
AmSurg as independent public companies following the Recapitalization, Exchange
and Distribution. Morgan Keegan's opinion does not opine as to or give any
assurances of the price at which the shares of AHC Common Stock or Class A
Common Stock will trade after the Distribution. The opinion of Morgan Keegan is
addressed to the Board of Directors of AHC in connection with its consideration
of the Recapitalization, Exchange and Distribution and addresses only the
fairness, from a financial point of view, of the Recapitalization, Exchange and
Distribution to the holders of AHC Common Stock. Morgan Keegan's opinion is not
a recommendation to any current or prospective stockholder of AHC or AmSurg, as
to any investment decisions such person may make.
 
     Morgan Keegan was engaged by AHC on December 12, 1996 to provide general
financial advisory and investment banking services. In connection with the
services performed and to be performed by Morgan Keegan regarding the
Distribution, including the rendering of its written opinion and updates
thereto, AHC has agreed to pay Morgan Keegan a fee of $125,000. AHC also has
agreed to reimburse Morgan Keegan for its reasonable expenses, and to indemnify
it against certain liabilities and expenses, including certain liabilities under
the federal securities laws, in connection with its services as financial
advisor.
 
     Morgan Keegan, as part of its investment banking services, regularly
provides financial advisory services in connection with mergers and
acquisitions, corporate restructuring, strategic alliances, negotiated
underwritings, secondary distributions of listed and unlisted securities,
private placements and valuations for corporate and other purposes.
 
                                       21

<PAGE>   29
 
THE RECAPITALIZATION AND EXCHANGE
 
     The Distribution Agreement provides that, on the Distribution Date, AHC and
AmSurg will effect the Recapitalization and Exchange immediately prior to
effecting the Distribution. The sole purposes of these transactions are (i) to
reduce the total number of outstanding shares of AmSurg Common Stock so as to
permit the shares to trade at proportionately higher per share prices following
the Distribution and (ii) to increase the voting power of the shares to be
distributed by AHC as required in order to accomplish the Distribution on a
substantially tax-free basis for federal income tax purposes. The number of
votes per share of Class B Common Stock is required to be sufficient to enable
AHC to distribute, in the Distribution, after giving effect to all issuances of
stock associated with the exercise of stock options, the conversion of the
AmSurg preferred stock into Class A Common Stock and any issuances in
anticipated equity financing and acquisition transactions, "control" of the
AmSurg Board of Directors as defined in the Code and regulations thereto. In
order to satisfy these requirements, the Class B Common Stock will be required
to have on the date of the Recapitalization and Exchange approximately 90% of
the voting power of the capital stock of AmSurg in election and removal of
directors. In order to satisfy these requirements, it will also be necessary to
amend the AmSurg Charter to modify the existing right of the Series A Preferred
Stock and Series B Preferred Stock to elect one director to the Board of
Directors of AmSurg so that this right would exist only if a public offering
yielding at least $20,000,000 in net proceeds to AmSurg and/or its stockholders
has not occurred by May 31, 2000.
 
     The Recapitalization is subject to the approval of the holders of a
majority of the capital stock of AmSurg. A meeting of the stockholders of AmSurg
to approve the Recapitalization and certain related matters has been scheduled
for May   , 1997. AHC, as the holder of 59% of the voting power of AmSurg common
stock, has agreed to vote in favor of the Recapitalization and such other
matters. A separate class vote of the holders of the Series A Preferred Stock
and Series B Preferred Stock will be required for the Charter amendment being
considered at such meeting. Pursuant to the Distribution Agreement, AHC and
AmSurg have conditioned the Distribution (and thus the Recapitalization and
Exchange) on holders of no more than five percent of the outstanding shares of
AmSurg common stock exercising their rights to dissent from the proposed
Recapitalization. AHC and AmSurg may waive such condition in their sole
discretion.
 
     The Recapitalization and Exchange are integral parts of the transactions
contemplated by the Distribution Agreement. The Recapitalization and Exchange
will not be effected unless the Distribution will be effected immediately
thereafter.
 
     The Recapitalization will be effected through an amendment to the Charter
of AmSurg. The Recapitalization will: (i) reduce on a one for three basis the
number of outstanding shares of AmSurg Common Stock through the Reverse Stock
Split, with the intention of permitting the shares of Class A Common Stock
distributed in the Distribution to trade at proportionately higher per share
prices; and (ii) authorize the new Class B Common Stock having seven votes per
share in the election and removal of AmSurg directors and one vote in all other
matters, so that, when exchanged for all of the shares of Class A Common Stock
then owned by AHC, AHC will own shares of AmSurg Common Stock having
approximately 90% of the voting power of all outstanding shares of capital stock
of AmSurg in the election and removal of directors on the date of the
Distribution.
 
     In the Recapitalization, the number of outstanding options to purchase
AmSurg common stock will be adjusted on a one for three basis and such options
will become options to purchase shares of Class A Common Stock. The exercise
price per share will be correspondingly increased to preserve the relative value
of the option.
 
     On the Distribution Date, immediately following the Recapitalization and
immediately prior to the Distribution, AHC and AmSurg shall effect the Exchange
in accordance with the terms of the Exchange Agreement. Pursuant to the Exchange
Agreement, AHC will deliver 5,530,131 shares of Class A Common Stock in exchange
for 5,530,131 shares of Class B Common Stock. The sole purpose of the Exchange
is to increase the voting power of AHC immediately prior to the Distribution, to
the extent required in order for the Distribution to qualify for substantially
tax-free treatment, for federal income tax purposes, under Section 355 of the
Code. See "THE DISTRIBUTION -- Certain Federal Income Tax Consequences."
 
                                       22

<PAGE>   30
 
     The Recapitalization and Exchange are intended to qualify for substantially
tax-free treatment, for federal income tax purposes, under Section 368(a)(1)(E)
of the Code.
 
THE DISTRIBUTION AGREEMENT
 
     On March 7, 1997 AmSurg and AHC entered into the Distribution Agreement
governing the terms and conditions of the Distribution and certain aspects of
the relationship between AmSurg and AHC thereafter. The Distribution Agreement
provides for, among other things, (i) the Recapitalization, Exchange and
Distribution; (ii) cooperation prior to the Distribution between AmSurg and AHC
in order to effectuate the Distribution; and (iii) certain conditions to be
fulfilled or waived prior to the consummation of the Distribution.
 
     The Distribution Agreement also provides that, upon satisfaction or waiver
of certain conditions set forth therein and the completion of the
Recapitalization and Exchange, AHC will, on the Distribution Date, distribute to
the holders of record of shares of AHC Common Stock on the Distribution Record
Date all of the shares of Class B Common Stock owned by AHC by delivering
certificates for such shares to the Distribution Agent for delivery to the
holders of AHC Common Stock. According to the Distribution Agreement, the
Distribution shall be deemed to be effective upon notification by AHC to the
Distribution Agent that the Distribution has been declared and that the
Distribution Agent is authorized to proceed with the Distribution.
 
     Pursuant to the Distribution Agreement, AHC and AmSurg have agreed on (i) a
slate of directors to be elected as the members of the Board of Directors of
AmSurg effective upon the Distribution and any terms and classes for such
directors as may be agreed upon by AHC and AmSurg, (ii) the persons to be the
executive officers of AmSurg effective upon the Distribution, (iii) the terms of
certain amendments to the Bylaws of AmSurg to be effective upon the
Distribution, (iv) the terms of the amendments to the Charter of AmSurg to be
effective upon the Distribution, (v) the terms of a new stock incentive plan to
be effective upon the Distribution, (vi) the terms of the advisory agreements
between each of Henry D. Herr and Thomas G. Cigarran and AmSurg to be effective
for a period of two years following the Distribution and (vii) the terms of
certain arrangements between AmSurg and its directors and officers as described
below under "MANAGEMENT OF AMSURG." In addition, AHC has agreed to vote, in its
capacity as a stockholder of AmSurg, all of its shares of AmSurg common stock in
favor of the Recapitalization, each of the matters referred to in the foregoing
sentence and any other matters requiring the approval of the stockholders of
AmSurg in connection with the transactions contemplated by the Distribution
Agreement.
 
     Pursuant to the Distribution Agreement, AmSurg and AHC have agreed to
cooperate in order to effectuate the Distribution and certain transactions
related thereto, including, among other things, the preparation and filing with
the SEC of this Information Statement, the listing on the Nasdaq National Market
or other national securities exchange of the Class A Common Stock, the request
by AHC from the Division of Corporation Finance of the SEC of a no-action letter
stating that such division will not recommend enforcement action if the
Distribution is effected without registration under the Securities Act, and the
preparation and delivery to AmSurg's stockholders of a proxy statement with
respect to a stockholders' meeting called to approve the terms of the
Recapitalization, the election of the members of AmSurg's Board of Directors
after the Distribution, the amendment and restatement of AmSurg's Charter and
the adoption of the 1997 Stock Incentive Plan and other matters requiring
approval in connection with the transactions contemplated by the Distribution.
 
     AmSurg and AHC also agreed in the Distribution Agreement that (i) none of
the transactions contemplated by the Distribution, including the
Recapitalization and Exchange, will constitute, individually or in the
aggregate, a change in control under the terms of any stock incentive plan,
stock incentive agreement or similar plan or agreement of AmSurg and (ii) in
order to better prepare itself for becoming a publicly traded company, AmSurg
may amend or establish new employee benefit plans and amend or adopt other
corporate documents as the Board of Directors of AmSurg may deem reasonably
necessary or appropriate, subject to stockholder approval if necessary, and that
AHC, as a stockholder of AmSurg, will vote in favor of any such actions
submitted to stockholders of AmSurg to the extent that AHC agrees that such
actions are necessary or appropriate for AmSurg as an independent public
company.
 
                                       23

<PAGE>   31
 
     In accordance with the Distribution Agreement, each of AmSurg and AHC will
be granted access to certain records and information in the possession of the
other. In addition, the Distribution Agreement requires the retention by each of
AmSurg and AHC for a period of seven years following the Distribution of all
such information in its possession, and thereafter requires that each party give
the other prior notice of its intention to dispose of such information.
 
     The Distribution Agreement provides that each of AmSurg and AHC will bear
its own expenses in connection with the transactions contemplated by the
Distribution Agreement, provided, however, that (a) AHC and AmSurg will share
equally the costs of (i) preparing this Information Statement, (ii) preparing
the Distribution Agreement, the Exchange Agreement and the Management Agreement
and (iii) preparing the SEC no-action letter; (b) AmSurg will be responsible for
the costs of (i) preparing and, as required, filing any Charter amendment
required to effect the Recapitalization, (ii) preparing, printing (or
reproducing) and mailing a proxy statement for the purpose of soliciting the
votes of stockholders of AmSurg in order to effect the Recapitalization and to
obtain any other required approvals of the stockholders of AmSurg, (iii) listing
or other inclusion of the shares of Class A Common Stock on the Nasdaq National
Market or other national securities exchange, (iv) any required registration or
qualification of any shares of AmSurg Common Stock under state blue sky and
securities laws, (v) the preparation of stock certificates for the shares of
AmSurg Common Stock to be distributed in connection with the Recapitalization,
the Exchange and the Distribution, (vi) the fees and expenses of J.C. Bradford
as financial advisor to AmSurg, (vii) the fees of counsel to AmSurg and to the
Special Committee, (viii) preparing and auditing the separate financial
statements of AmSurg and its consolidated subsidiaries and (ix) obtaining any
governmental or third party consents or approvals required to be obtained on the
part of AmSurg in connection with the transactions contemplated by this
Agreement; and (c) AHC will be responsible for the costs of (i) preparing the
IRS letter ruling request, (ii) printing (or reproducing) and mailing this
Information Statement, (iii) the fees and expenses of the Distribution Agent in
connection with the Distribution, (iv) the fees and expenses of Morgan Keegan,
as financial advisor to AHC, and the fees of other professional advisors deemed
necessary by AHC, (v) the fees and expenses of counsel to AHC with respect to
services performed on behalf of AHC, (vi) preparing and auditing the financial
statements of AHC and its consolidated subsidiaries (except for the separate
financial statements of AmSurg and its consolidated subsidiaries as provided in
clause (b)(viii) above) and (vii) obtaining any governmental or third party
consents or approvals required to be obtained on the part of AHC in connection
with the transactions contemplated by the Distribution. The expenses of AHC and
AmSurg in connection with the transactions contemplated by the Distribution
Agreement are estimated to be $475,000 and $400,000, respectively.
 
CONDITIONS
 
     The obligations of AmSurg and AHC to consummate the Distribution (as well
as the Recapitalization and the Exchange) are subject to the fulfillment or
waiver of certain conditions, including the following: (i) the receipt by AHC of
the IRS ruling in form and substance satisfactory to AHC, in its sole
discretion, concerning the treatment of the Distribution under Section 355 of
the Code and the absence of any proposed or pending legislation that would
adversely affect such ruling; (ii) the listing on a national securities exchange
or for inclusion on the Nasdaq National Market of the Class A Common Stock or
such other trading market as the parties may agree; (iii) the approval by the
stockholders of AmSurg of the members of AmSurg's Board of Directors who are to
serve as directors after the Distribution, the amendment and restatement of
AmSurg's Charter and Bylaws in the form to be effective after the Distribution,
for which amendment the Series A Preferred Stock and the Series B Preferred
Stock are entitled to vote as a separate class, and AmSurg's 1997 Stock
Incentive Plan; (iv) the approval of the Recapitalization and Exchange by the
holders of at least a majority of the voting power of the outstanding shares of
capital stock of AmSurg at a meeting of the stockholders of AmSurg, with holders
of no more than 5% of the outstanding shares of AmSurg common stock exercising
their right to seek dissenters' rights of appraisal under Tennessee law; (v) the
receipt by the Special Committee and the Board of Directors of AmSurg of an
opinion of J.C. Bradford acceptable to the Board of Directors of AmSurg as to
the fairness, from a financial point of view, of the Recapitalization, Exchange
and Distribution to the stockholders of AmSurg, other than AHC; and (vi) the
receipt by the Board of Directors of AHC of an opinion from Morgan Keegan as to
the fairness, from a financial point of view, of
 
                                       24

<PAGE>   32
 
the Recapitalization, Exchange and Distribution to the stockholders of AHC and
such other opinions as AHC may deem necessary in its sole discretion. In
addition, the obligations of AmSurg and AHC to effect the Exchange are subject
to the completion of the Recapitalization, and, in turn, the obligations of AHC
to effect the Distribution in accordance with the Distribution Agreement are
conditioned upon the completion of the Exchange. AHC, as holder of approximately
59% of the voting power of the common stock of AmSurg on January 31, 1997, has
agreed to vote in favor of such matters.
 
MANNER OF EFFECTING THE DISTRIBUTION
 
     On the Distribution Date, immediately following consummation of the
Exchange, AHC will deliver all of the shares of Class B Common Stock held by AHC
to SunTrust Bank, the Distribution Agent for the AmSurg Common Stock, for
distribution on a pro rata basis to the holders of AHC Common Stock at the close
of business on the Distribution Record Date. It is expected that the
Distribution Agent will begin mailing share certificates representing the Class
B Common Stock as soon as practicable after the Distribution. The shares will be
distributed to the holders of record of the AHC Common Stock on the basis of 69
shares of Class B Common Stock for each 100 shares of AHC Common Stock
outstanding on the Distribution Record Date subject to additional issuances of
AHC Common Stock after January 31, 1997. All such shares of Class B Common Stock
will be fully paid, nonassessable and free of preemptive rights.
 
     No fractional shares shall be delivered to the holders of AHC Common Stock
in the Distribution. The shares that would otherwise be distributed as
fractional shares to holders of the AHC Common Stock will, as soon as
practicable after the Distribution, be aggregated and sold by the Distribution
Agent on behalf of the holders who would otherwise receive fractional shares and
the proceeds of the sale will be paid to the holders of AHC Common Stock in lieu
of such fractional shares. See "-- Certain Federal Income Tax Consequences."
 
     NO HOLDER OF AHC COMMON STOCK WILL BE REQUIRED TO PAY ANY CASH OR OTHER
CONSIDERATION FOR THE SHARES OF AMSURG COMMON STOCK RECEIVED IN THE DISTRIBUTION
OR TO SURRENDER OR EXCHANGE SHARES OF AHC COMMON STOCK OR TO TAKE ANY OTHER
ACTION IN ORDER TO RECEIVE SHARES OF AMSURG COMMON STOCK IN THE DISTRIBUTION.
STOCKHOLDERS WILL BE SUBJECT TO FEDERAL INCOME TAXATION WITH RESPECT TO
APPROXIMATELY 1.5% OF THE SHARES OF AMSURG COMMON STOCK RECEIVED BY THEM AND ANY
CASH RECEIVED IN LIEU OF FRACTIONAL SHARES.
 
LISTING OF CLASS A COMMON STOCK; RESTRICTIONS ON RESALE; CONVERSION OF CLASS B
COMMON STOCK
 
     AmSurg has applied for listing of the Class A Common Stock on the Nasdaq
National Market. The Class B Common Stock received in the Distribution will
convert automatically into Class A Common Stock on any transfer occurring after
the Distribution with certain limited exceptions. The Class B Common Stock
received pursuant to the Distribution will be freely transferable under the
Securities Act, except for shares of Class B Common Stock received by any person
who may be deemed to be an "affiliate" of AmSurg within the meaning of Rule 144
under the Securities Act. Persons who may be deemed to be affiliates of AmSurg
after the Distribution generally include individuals or entities that control,
are controlled by, or are under common control with AmSurg, and may include the
directors and executive officers of AmSurg as well as any principal stockholder
of AmSurg. The shares of Class A Common Stock outstanding as of the Distribution
were issued in transactions unrelated to the Distribution. Under current law,
the holders of such shares of Class A Common Stock and persons who are
affiliates of AmSurg will be permitted to sell the Class A Common Stock received
pursuant to the Distribution ("restricted securities") only pursuant to an
effective registration statement under the Securities Act or pursuant to an
exemption therefrom, such as the exemptions afforded by Section 4(1) of the
Securities Act and Rule 144 thereunder. Of the 3,803,943 shares of Class A
Common Stock that are anticipated to be "restricted securities" immediately
following the Distribution, 3,502,698 will have satisfied a one-year holding
period. This Information Statement does not cover resales of AmSurg Common Stock
by existing stockholders of AmSurg. See "RISK FACTORS -- Shares Eligible for
Future Sale," "DESCRIPTION OF CAPITAL STOCK" and "SHARES ELIGIBLE FOR FUTURE
SALE."
 
                                       25

<PAGE>   33
 
     A share of Class B Common Stock will convert automatically into a share of
Class A Common Stock upon any transfer occurring following the Distribution,
including a transfer by gift to a family member or other person. However,
transfers of the Class B Common Stock held by a beneficial owner into street
name or shares held in street name transferred into the beneficial owner's name,
and transfers by pledge are not transfers which would convert the shares of
Class B Common Stock into Class A Common Stock. Stock certificates purporting to
represent shares of Class B Common Stock will represent shares of Class A Common
Stock following any transfer of such shares. Stockholders will not be required
to effect a conversion of their shares of Class B Common Stock into shares of
Class A Common Stock in order to settle a transfer or sale of shares received in
the Distribution. The transfer agent will accept a stock certificate purporting
to represent shares of Class B Common Stock as evidence of shares that have been
transferred.
 
INTERESTS OF CERTAIN PERSONS IN THE DISTRIBUTION
 
     Certain directors and executive officers of AHC and AmSurg have interests
in the Distribution that are in addition to their interests as AHC stockholders
generally and may create potential conflicts of interest. Thomas G. Cigarran,
the Chairman, President and Chief Executive Officer of AHC, is currently the
Chairman and Chief Executive Officer of AmSurg and will retain his position as
director and Chairman of the Board of AmSurg following the Distribution, and
also will serve as an advisor to AmSurg although he will no longer serve as an
executive officer of AmSurg. Henry D. Herr, the Executive Vice President and
Chief Financial Officer, as well as a director, of AHC, is currently Vice
President and Secretary, as well as a director, of AmSurg. Following the
Distribution, Mr. Herr will serve as a director of, and as an advisor to AmSurg.
Both Mr. Cigarran and Mr. Herr will enter into advisory agreements with AmSurg
pursuant to which they will receive shares of restricted stock of AmSurg in
compensation for their services. See "CERTAIN TRANSACTIONS -- Advisory
Agreements." James A. Deal, a member of the AmSurg Board of Directors since
1992, is an Executive Vice President of AHC and serves as President of DTCA. As
directors of AmSurg, Messrs. Cigarran, Herr and Deal will be entitled to receive
director's compensation from AmSurg on the same terms as all other non-employee
directors of AmSurg. See "MANAGEMENT OF AMSURG -- Compensation of Directors."
Because these members of the Board of Directors of AmSurg are affiliated with
AHC, the Board of Directors of AmSurg appointed the Special Committee to
consider whether the Recapitalization, Exchange and Distribution, are fair and
in the best interests of the stockholders of AmSurg, including the minority
stockholders, and to negotiate the terms and conditions of these transactions on
behalf of AmSurg. In approving the Recapitalization, Exchange and Distribution,
the Boards of Directors of AHC and AmSurg were aware of the various interests of
the members of each Board and gave consideration to the potential conflicts
raised by such interests.
 
THE MANAGEMENT AGREEMENT
 
     On the Distribution Date, AmSurg and AHC will enter into the Management
Agreement pursuant to which AHC will provide certain financial and accounting
services to AmSurg and its subsidiaries on a transitional basis, with the intent
that AmSurg 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 AmSurg). Pursuant to the Management Agreement, AHC shall provide
AmSurg with services, including processing payroll and associated payroll tax
returns and accounts payable for the AmSurg corporate office, maintaining
general accounting records for the AmSurg corporate operations and operations of
AmSurg's subsidiaries (including the partnerships and limited liability
companies), preparing consolidated AmSurg financial statements, preparing AmSurg
corporate tax returns and tax returns for AmSurg subsidiaries, preparing
estimated tax reports, and preparing financial statements in connection with
periodic reports required to be filed by AmSurg with the SEC. As compensation
for such services, AmSurg shall pay AHC a fixed fee of $4,166.67 per month and a
variable fee of $625 per month for each ambulatory surgery center in operation
and certain multiples thereof for the corporate office and other operations,
subject to increase if AmSurg requests certain additional services. Pursuant to
the Management Agreement, AmSurg shall have sole responsibility for the accuracy
and integrity of the financial statements and tax returns prepared by AHC, and
AmSurg will provide oversight and review on a timely basis of the services
provided by AHC. In addition, in the absence of gross negligence on
 
                                       26

<PAGE>   34
 
the part of AHC, AmSurg will indemnify and hold AHC, its directors, officers,
employees and agents and any person who controls AHC within the meaning of the
Securities Act 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 will be responsible for any
claims incurred on or prior to the date of such agreement by AmSurg employees
under any medical or dental plans offered by AHC to AmSurg employees on or prior
to the date of such agreement in accordance with the terms of such plans. AHC
will not be responsible for any claims incurred following the date of the
Management Agreement by any AmSurg employees under any plan.
 
ADJUSTMENT OF AHC STOCK OPTIONS
 
     As a result of the Distribution and pursuant to the terms of the AHC stock
option plans, the vesting of the unvested portion of the outstanding AHC stock
options will be accelerated and the exercise price per share of outstanding
options to purchase shares of AHC Common Stock will be reduced, and the number
of shares underlying such options will be in certain cases increased, to
maintain the value of AHC stock options following the Distribution at
pre-Distribution levels. Holders of AHC stock options on the Distribution Record
Date will not be entitled to receive shares of AmSurg Common Stock in respect of
such options. The amount by which the options will be adjusted will depend on a
comparison of the market price per share of AHC before and after the
Distribution. For a description of the accounting treatment of the option
adjustment, see "-- Accounting Treatment."
 
ACCOUNTING TREATMENT
 
     Following the approval of the Distribution by the AHC Board of Directors on
March 7, 1997, AHC will present the business of AmSurg as a discontinued
operation to the extent financial information for periods prior to the
Distribution is required to be included in AHC's historical financial
statements.
 
     The Distribution will be treated as a dividend for accounting purposes and
will consequently reduce stockholders' equity by the book value of AHC's
investment in AmSurg.
 
     Expenses of the Distribution and related transactions are expected to be
approximately $475,000 for AHC and $400,000 for AmSurg, and will be generally
non-deductible for federal income tax purposes. These expenses will be recorded
as operating expenses at the time of the Distribution by AmSurg and expenses
associated with discontinued operations in the case of AHC. For a description of
the allocation of certain expenses between AHC and AmSurg, see "-- The
Distribution Agreement."
 
     As a result of the adjustment of AHC stock options, AHC will record
non-cash compensation expense and an equal increase in stockholders' equity
(additional paid-in capital) in an amount equal to the difference between the
aggregate exercise price of outstanding options to purchase shares of AHC Common
Stock having an exercise price below the market price of AHC Common Stock and
the aggregate market price for such shares immediately prior to the
Distribution. The compensation expense and associated increase in additional
paid-in capital will be recognized because generally accepted accounting
principles require such recognition when an adjustment results in a change in
the ratio of the exercise price to the market price per share even though no
change in the aggregate value of the options will take place. Although it would
be possible to adjust the options without changing this ratio, it could only be
accomplished by issuing a large number of new options which would result in
substantial dilution to AHC stockholders. While the adjustment management
anticipates making will result in additional new option issuances, such new
issuances will be significantly less than those which would be required to avoid
recognition of compensation expense and associated increase to additional
paid-in capital as of the Distribution Date. The option adjustments will reduce
earnings as a result of the recognition of compensation expense less the income
tax benefit associated with the compensation expense deduction and will increase
additional paid-in capital by the amount of compensation expense. The adjustment
will also have the effect of decreasing future earnings per share because of the
impact of the additional options on the calculation of common stock equivalents
used in the
 
                                       27

<PAGE>   35
 
calculation of earnings per share. Because the amount of these adjustments will
depend upon the market price of AHC Common Stock prior to and after the
Distribution, it is not possible to predict the impact on weighted average
common shares and equivalents. If the Distribution were to have occurred on
January 31, 1997, on which date the closing price of AHC Common Stock was $13,
the estimated impact on earnings and stockholders' equity would have been as
follows:
 

<TABLE>
<CAPTION>
                                                               NET INCOME
                                                                INCREASE
                                                               (DECREASE)
                                                               ----------
<S>                                                           <C>
Compensation expense........................................   $(5,970,000)
Estimated income tax benefit................................     1,700,000
                                                               -----------
          Net decrease in net income........................   $(4,270,000)
                                                               ===========
</TABLE>

 

<TABLE>
<CAPTION>
                                                              STOCKHOLDERS'
                                                                 EQUITY
                                                                INCREASE
                                                               (DECREASE)
                                                              -------------
<S>                                                           <C>
Increase in paid-in capital from stock options..............   $ 5,970,000
Net decrease in net income..................................    (4,270,000)
                                                               -----------
          Net increase in stockholders' equity..............   $ 1,700,000
                                                               ===========
</TABLE>

 
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
 
     The following is a summary description of the material federal income tax
consequences of the Distribution. This summary is not a complete description of
all the consequences of the Distribution. Moreover, each AHC stockholder's
individual circumstances may affect the tax consequences of the Distribution to
such stockholder.
 
     THE DISCUSSION SET FORTH BELOW DOES NOT ADDRESS THE STATE, LOCAL OR FOREIGN
TAX ASPECTS OF THE DISTRIBUTION. THE DISCUSSION IS BASED ON CURRENTLY EXISTING
PROVISIONS OF THE CODE, EXISTING AND PROPOSED TREASURY REGULATIONS THEREUNDER
AND CURRENT ADMINISTRATIVE RULINGS AND COURT DECISIONS. ALL OF THE FOREGOING ARE
SUBJECT TO CHANGE AND ANY SUCH CHANGES COULD AFFECT THE CONTINUING VALIDITY OF
THIS DISCUSSION. EACH AHC STOCKHOLDER SHOULD CONSULT SUCH STOCKHOLDER'S OWN TAX
ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF THE DISTRIBUTION TO
SUCH STOCKHOLDER, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL AND
FOREIGN TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL LAWS OR OTHER
TAX LAWS.
 
     Consummation of the Distribution is conditioned upon the receipt of a
ruling or rulings, in form and substance satisfactory to AHC, from the IRS
providing, in substance, that the Distribution will constitute a substantially
tax-free distribution described in Section 355 of the Code, and AHC will not
recognize any income or gain as a result of the Distribution. Accordingly,
AmSurg and AHC have requested the following rulings concerning the Distribution
from the IRS:
 
          a. Assuming that the Recapitalization and the Exchange qualify as a
     "reorganization" within the meaning of Section 368(a)(1)(E) of the Code,
     such qualification will not be adversely affected by the Distribution;
 
          b. Assuming that the Recapitalization and the Exchange qualify as a
     "reorganization" within the meaning of Section 368(a)(1)(E), the
     Recapitalization and Exchange will not adversely affect the rulings
     requested below;
 
          c. No gain or loss will be recognized to AHC upon the Distribution to
     the AHC stockholders of all of its AmSurg Common Stock;
 
                                       28

<PAGE>   36
 
          d. No gain or loss will be recognized to (and no amount will be
     included in the income of) the AHC stockholders upon receipt of Class B
     Common Stock in the Distribution, except with respect to cash received in
     lieu of fractional shares and the receipt of AmSurg Common Stock that was
     originally received in a transaction in which gain was recognized by AHC,
     as described below;
 
          e. The aggregate basis of the common stock of AmSurg and of AHC in the
     hands of each AHC stockholder after the Distribution will be the same as
     the aggregate basis of the AHC Common Stock held by such stockholder
     immediately before the Distribution (plus any gain recognized with respect
     to the receipt of AmSurg Common Stock as described below), and such
     aggregate basis will be allocated between the common stock of AmSurg and of
     AHC held by such stockholder in proportion to the fair market value of each
     (immediately after the Distribution);
 
          f. The holding period of the AmSurg Common Stock received without the
     recognition of any gain by each AHC stockholder pursuant to the
     Distribution will include the holding period of the AHC Common Stock with
     respect to which such Class B Common Stock was received, provided that such
     AHC Common Stock is held as a capital asset on the date of the
     Distribution;
 
          g. An AHC stockholder will recognize gain or loss equal to the
     difference between the cash received in lieu of a fractional share interest
     of Class B Common Stock and such stockholder's basis in the fractional
     share interest for which cash is received; and
 
          h. An AHC stockholder will recognize gain or loss equal to the
     difference between the fair market value of the Common Class B Stock that
     was originally received in a transaction in which gain was recognized by
     AHC and such stockholder's tax basis in such shares.
 
     Approximately 1.5% of the outstanding shares of AmSurg Common Stock owned
by AHC prior to the Distribution were acquired by AHC in taxable transactions.
Accordingly, it is anticipated that each AHC stockholder will recognize gain or
loss with respect to 1.5% of the shares of Class B Common Stock received by such
stockholder in the Distribution. Any gain recognized by stockholders on receipt
of such shares will be taxed as ordinary income to the extent of such
stockholder's ratable share of AHC's accumulated earnings and profits (with the
excess, if any, taxable as gain from the sale or exchange of a capital asset).
AHC will notify its stockholders of its determination of their ratable share of
the amount of its accumulated earnings and profits for this purpose. Corporate
stockholders may be eligible for a dividends received deduction to the extent of
the taxable portion of the Distribution.
 
     The ruling request was submitted to the IRS on November 21, 1996. A ruling
from the IRS, while generally binding on the IRS, may under certain
circumstances be retroactively revoked or modified by the IRS. Neither AmSurg
nor AHC is currently aware of any such circumstances that would cause the IRS to
revoke or modify a ruling received by the parties from the IRS as to the federal
income tax consequences of the Distribution as described above.
 
     The ruling is based on certain facts and representations, some of which
will require confirmation prior to the time of the Distribution from each
beneficial owner of 5% or more of the outstanding AHC Common Stock that, in
effect, such beneficial owner has no present plan or intention to sell, exchange
or otherwise dispose of any stock of AHC or AmSurg.
 
     Consummation of the Distribution is also conditioned upon the receipt of an
opinion, in form and substance satisfactory to AHC, of Bass, Berry & Sims PLC,
as counsel to AHC, providing, in substance, that the Recapitalization and
Exchange will constitute a "reorganization" under Section 368(a)(1)(E) of the
Code, that neither AmSurg nor AHC will recognize any income or gain as a result
of the Recapitalization and Exchange and that no gain or loss will be recognized
by the holders of AmSurg Common Stock upon the exchange of their shares solely
for shares of Class A Common Stock and Class B Common Stock in the
Recapitalization and Exchange. The IRS takes the position that the consequences
of a transaction such as the Recapitalization and Exchange are adequately
established in the tax law and, therefore, it will not issue a so-called
"comfort ruling" as to these matters. Accordingly, AHC has not requested a
ruling from the IRS as to
 
                                       29

<PAGE>   37
 
those matters. Therefore, AHC has conditioned its obligation upon the receipt of
an opinion from its counsel, Bass, Berry & Sims PLC, to the effect that:
 
          a. The Recapitalization and the Exchange constitute a tax-free
     "reorganization" under Section 368(a)(1)(E) of the Code; AmSurg and AHC
     will each be a "party to the reorganization" under Section 368(b) of the
     Code;
 
          b. No gain or loss will be recognized by AmSurg or AHC as a result of
     the Recapitalization and Exchange;
 
          c. An AmSurg stockholder will not recognize any income, gain or loss
     as the result of the receipt of AmSurg Common Stock in the Recapitalization
     or Exchange;
 
          d. The aggregate tax basis of the shares of AmSurg Common Stock
     received in the Recapitalization or the Exchange will equal the aggregate
     tax basis of such stockholder's shares of AmSurg Common Stock prior to the
     Recapitalization; and
 
          e. An AmSurg stockholder's holding period for the shares of AmSurg
     Common Stock received by such stockholder in the Recapitalization or
     Exchange will include the holding period of the AmSurg common stock held by
     such stockholder immediately prior to the Recapitalization and Exchange,
     provided such AmSurg common stock was held as a capital asset as of the
     time of the Recapitalization and Exchange.
 
     An opinion of counsel is not binding on the IRS or the courts. Moreover,
the opinion of counsel will be based upon, among other things, current law and
certain representations to counsel for AHC as to factual matters made by, among
others, AHC and AmSurg which, if incorrect in certain material respects, would
jeopardize the conclusions reached by counsel.
 
     Current Treasury regulations require AHC stockholders who receive AmSurg
Common Stock pursuant to the Distribution to attach to their federal income tax
returns for the year in which the Distribution occurs a detailed statement
setting forth such data as may be appropriate in order to show the applicability
of Section 355 of the Code to the Distribution. AHC will provide an appropriate
statement to each AHC stockholder of record as soon as practicable after the
Distribution.
 
                                       30

<PAGE>   38
 
           SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA OF AMSURG
 
     The following table presents summary historical and pro forma financial
data of AmSurg. The information set forth below should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results of
Operations of AmSurg" and the historical and pro forma consolidated financial
statements and notes thereto included elsewhere in this Information Statement.
The historical consolidated statement of operations data set forth below for
each of the years ended December 31, 1994, 1995 and 1996 and the historical
consolidated balance sheet data at December 31, 1996 are derived from, and are
qualified by reference to, the audited consolidated financial statements, and
should be read in conjunction with those financial statements and notes thereto.
The historical consolidated statement of operations data set forth below for the
period from inception through December 31, 1992 and the year ended December 31,
1993 is derived from audited consolidated financial statements not included
herein. See "Index to Financial Statements." The pro forma combined statement of
operations data for the year ended December 31, 1996 set forth below reflects
the effects of the acquisition of The Endoscopy Center of Ocala, Inc. and six
other businesses acquired during the year ended December 31, 1996 assuming the
acquisitions had occurred on January 1, 1996. None of the other six businesses
(five surgery centers and one physician practice) acquired individually exceeded
the significant subsidiary tests requiring separate financial reporting under
applicable SEC regulations.
 
     The historical and pro forma financial information may not be indicative of
AmSurg's future performance and does not necessarily reflect the financial
position and results of operations of AmSurg had AmSurg operated as a separate,
stand-alone entity during the periods covered.
 

<TABLE>
<CAPTION>
                                                                               HISTORICAL                      PRO FORMA
                                                             ----------------------------------------------   ------------
                                                                     YEAR ENDED AND AT DECEMBER 31,            YEAR ENDED
                                                             ----------------------------------------------   DECEMBER 31,
                                                             1992(1)    1993     1994      1995      1996         1996
                                                             -------   ------   -------   -------   -------   ------------
                                                                         (IN THOUSANDS EXCEPT PER SHARE DATA)
<S>                                                          <C>       <C>      <C>       <C>       <C>       <C>
OPERATING DATA:
Revenues...................................................  $  576    $6,586   $13,826   $22,489   $35,007     $40,620
                                                             ------    ------   -------   -------   -------     -------
Expenses:
  Salaries and benefits....................................     456     2,307     4,092     6,243    11,613      13,308
  Other operating expenses.................................     288     3,002     5,091     7,563    11,547      13,230
  Depreciation and amortization............................      51       665     1,309     2,397     3,000       3,465
  Interest.................................................       3        30       193       722       948       1,298
                                                             ------    ------   -------   -------   -------     -------
        Total expenses.....................................     798     6,004    10,685    16,925    27,108      31,301
                                                             ------    ------   -------   -------   -------     -------
Income (loss) before income taxes and minority interest....    (222)      582     3,141     5,564     7,899       9,319
  Minority interest in earnings of consolidated
    partnerships...........................................      87     1,121     2,464     3,938     5,433       6,543
                                                             ------    ------   -------   -------   -------     -------
Income (loss) before income taxes..........................    (309)     (539)      677     1,626     2,466       2,776
  Income tax expense.......................................      --        --        26       578       985       1,109
                                                             ------    ------   -------   -------   -------     -------
Net income (loss)..........................................    (309)     (539)      651     1,048     1,481       1,667
  Accretion of preferred stock discount....................      --        --        --        --        22          22
                                                             ------    ------   -------   -------   -------     -------
Net income (loss) attributable to common stockholders......  $ (309)   $ (539)  $   651   $ 1,048   $ 1,459     $ 1,645
                                                             ======    ======   =======   =======   =======     =======
Net income (loss) per share attributable to common
  stockholders(2)..........................................  $(0.24)   $(0.11)  $  0.09   $  0.12   $  0.16     $  0.18
                                                             ======    ======   =======   =======   =======     =======
Weighted average common shares and equivalents(2)..........   1,302     4,734     7,313     8,581     9,102       9,301
BALANCE SHEET DATA:
Cash and cash equivalents..................................                                         $ 3,192
Working capital............................................                                           4,732
Total assets...............................................                                          54,653
Long-term debt.............................................                                           9,218
Minority interest..........................................                                           5,674
Preferred stock............................................                                           4,982
Stockholders' equity.......................................                                          28,374
GENERAL CENTER DATA:
Procedures.................................................   1,146    16,051    30,922    55,344    71,323
Centers at period end......................................       4         6        14        18        27
SAME CENTER DATA(3):
Procedure growth...........................................                                              10%
Net revenue growth.........................................                                              14%
</TABLE>

 
- ---------------
 
(1) Period from inception through December 31, 1992.
(2) Adjusted to give effect to the Recapitalization which includes a one for
     three reverse stock split.
(3) Fifteen centers in same center category.
 
                                       31

<PAGE>   39
 
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                              OPERATIONS OF AMSURG
 
OVERVIEW
 
     AmSurg develops, acquires and manages practice-based ambulatory surgery
centers and specialty physician networks in partnership with physician practice
groups through partnerships or limited liability company interests. As of
January 31, 1997, AHC owned 59% of the common stock of AmSurg.
 

     Management's Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements which are based upon current
expectations and involve a number of risks and uncertainties. These statements
which have been included in reliance on the "safe harbor" provisions of the
Private Litigation Reform Act of 1995, may be affected by the risk factors set
forth in this Information Statement and by the important factors, among others,
set forth below, and consequently, actual operations and results may differ
materially from those expressed in these forward-looking statements. The
important factors include: AmSurg's ability to enter into partnership or
operating agreements for new practice-based ambulatory surgery centers and new
specialty physician networks; its ability to contract with managed care payors
for its existing centers and its centers that are currently under development;
its ability to obtain and retain appropriate licensing approvals for its
existing centers and centers currently under development; and its ability to
maintain favorable relations with its physician partners. See "RISK
FACTORS -- Risks Associated with Forward-Looking Statements."
 
     The following table presents the components of changes in the number of
surgery centers in operation and centers under development at the end of fiscal
1994, 1995 and 1996. A center is deemed to be under development when a
partnership or limited liability company has been formed with the physician
group partner to develop the center.
 

<TABLE>
<CAPTION>
                                                                  YEAR ENDED
                                                                 DECEMBER 31,
                                                              ------------------
                                                              1994   1995   1996
                                                              ----   ----   ----
<S>                                                           <C>    <C>    <C>
Centers in operation, beginning of year.....................    6     14     18
New center acquisitions placed in operation.................    3      2      6
New development centers placed in operation.................    5      2      3
                                                               --     --     --
Centers in operation, end of year...........................   14     18     27
                                                               ==     ==     ==
Centers under development, end of year......................    4     13     20
</TABLE>

 
     Twenty-one of the surgery centers in operation as of December 31, 1996
perform gastrointestinal endoscopy procedures; three centers perform eye surgery
procedures; one center performs ear, nose and throat procedures; one center
performs orthopaedic procedures; and one center performs ophthalmology, urology,
general surgery and otolaryngology procedures. In addition, on January 31, 1996,
AmSurg acquired a 70% interest in the assets of a gastroenterology and primary
care physician practice located in Miami, Florida and associated with a surgery
center in which AmSurg already held an ownership interest. While AmSurg
generally owns 51% to 70% of the entities that own the surgery center or
physician group practice, AmSurg's consolidated statements of operations include
100% of the results of operations of the entities, reduced by the minority
partners' share of the net income or loss of the surgery center/practice
entities.
 
     AmSurg intends to expand primarily through the development and acquisition
of additional practice-based ambulatory surgery centers in targeted surgical
specialties. In addition, AmSurg believes that its surgery centers, combined
with its relationships with specialty physician surgical practices in their
markets, will provide AmSurg with other opportunities for growth from surgical
specialty network acquisition and development that may include the acquisition
of specialty physician practices. By using its surgery centers as a base to
develop specialty physician networks that are designed to serve large numbers of
covered lives, AmSurg believes that it will strengthen its market position in
contracting with managed care organizations.
 
                                       32

<PAGE>   40
 
     AmSurg's principal source of revenue is a facility fee charged for surgical
procedures performed in its surgery centers. The facility fee is generally paid
through third-party reimbursement programs, including governmental and private
insurance programs. AmSurg derived approximately 39%, 37% and 36% of its
revenues in 1994, 1995 and 1996, respectively, from governmental healthcare
programs including Medicare and Medicaid. During 1996, 15% of AmSurg's revenues
were derived from fees for physician services provided by the physician group
practice owned by AmSurg in which AmSurg acquired a majority interest in January
1996.
 
RESULTS OF OPERATIONS
 
  Fiscal Year Ended December 31, 1996 Compared to Fiscal Year Ended December 31,
1995
 
     Revenues were $35,007,000 for 1996, an increase of $12,518,000, or 56%,
over revenues for 1995. The increase resulted primarily from the growth in the
number of surgery centers in operation, the acquisition of a majority interest
in the Florida physician practice as of January 31, 1996 and an increase of 14%
in same-center revenues at the fifteen centers in operation since January 1,
1995. AmSurg anticipates further revenue growth during 1997 as a result of
additional start-up and acquisition centers placed in operation and from
same-center revenue growth.
 
     Salaries and benefits expense increased by $5,370,000, or 86%, while other
operating expenses increased by $3,984,000, or 53%, for 1996 from 1995. These
increases resulted primarily from the acquisition of the interest in the Florida
physician practice, additional centers in operation and an increase in corporate
staff primarily to support growth in the number of centers in operation and
anticipated future growth. Salaries and benefits expense and other operating
expenses represented in the aggregate approximately 66% of revenues for 1996 as
compared to approximately 61% of revenues for 1995. Physician group practices
generally have lower operating margins than ambulatory surgery centers. Because
the Florida physician practice has both greater revenues and greater operating
expenses as a percentage of revenues than any single center, its acquisition had
a disproportionately large impact on operating margins.
 
     Depreciation and amortization expense increased $603,000, or 25%, in 1996
over 1995, primarily due to the acquisition of majority interests in additional
surgery centers, the acquisition of the interest in the Florida physician
practice and new start-up surgery centers placed in operation. The increase of
$225,000, or 31%, in interest expense for 1996 over 1995 is primarily
attributable to debt assumed or incurred in connection with additional
acquisitions of interests in surgery centers and the Florida physician practice
plus the interest expense associated with newly opened start-up surgery centers
financed partially with bank debt.
 
     Minority partners' interest in center earnings for 1996 rose to $5,434,000
from $3,938,000 for 1995, an increase of 38%, primarily as a result of minority
partners' interest in earnings at surgery centers added to operations and from
increased same-center profitability.
 
     Income tax expense increased 70% in 1996 to $985,000 as a result of
increased income before income taxes and an increase in AmSurg's effective
income tax rate to 40% from 36%. The increase in the effective income tax rate
resulted from the utilization of prior period net operating loss carryforwards
during 1995. The difference between the federal statutory income tax rate of 34%
and AmSurg's effective income tax rates was due primarily to the utilization of
prior period net operating loss carryforwards in 1995 and the impact of state
income taxes.
 
  Fiscal Year Ended December 31, 1995 Compared to Fiscal Year Ended December 31,
1994
 
     Revenues for 1995 were $22,489,000, an increase of $8,663,000, or 63%, over
1994. The increase in revenues resulted primarily from the growth in the number
of surgery centers in operation and from an increase of 9% in same-center
revenues at six centers in operation since January 1, 1994.
 
     Salaries and benefits expense grew by $2,151,000, or 53%, while other
operating expenses grew by $2,472,000, or 49%, from 1994 to 1995. The increases
in salaries and benefits expense and in other operating expenses resulted
primarily from an increased number of centers in operation and from an increase
in corporate staff to support additional centers in operation and anticipated
future growth. Salaries and benefits
 
                                       33

<PAGE>   41
 
expense and other operating expenses represented in the aggregate approximately
61% of revenues in 1995 as compared to approximately 66% of revenues in 1994 as
a result of the margin contribution of additional centers in operation.
 
     Depreciation and amortization expense increased by $1,088,000, or 83%, for
1995 over 1994, due primarily to the acquisition of majority interests in
additional practice-based ambulatory surgery centers and from new start-up
centers placed in operation. The increase in interest expense from $193,000 in
1994 to $722,000 in 1995 was primarily attributable to debt assumed or incurred
in connection with additional acquisitions of interests in centers plus the
interest expense associated with newly opened start-up centers financed
partially with bank debt.
 
     Minority partners' interest in center earnings for 1995 rose to $3,938,000
from $2,468,000 in 1994, an increase of 60%, primarily as a result of minority
partners' interest in earnings at surgery centers added to operations and from
increased same-center profitability.
 
     Income tax expense increased to $578,000 in 1995 from $26,000 in 1994 as a
result of increased income before income taxes and an increase in AmSurg's
effective income tax rate to 36% from 4%. The increase in the effective income
tax rate resulted from the utilization of prior period net operating loss
carryforwards to eliminate federal income taxes for 1994 and to reduce federal
income taxes in 1995. The difference between the federal statutory income tax
rate of 34% and AmSurg's effective income tax rates in 1995 and 1994 was due
primarily to the utilization of prior period net operating loss carryforwards
and the impact of state income taxes.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     Operating activities for 1996 generated $8,912,000 in cash flow. Investing
activities during 1996 used $16,395,000, including $12,670,000 used to acquire
interests in additional practice-based ambulatory surgery centers and the
interest in the Florida physician practice, and $3,863,000 to acquire property
and equipment for new start-up surgery centers and for new or replacement
property at existing centers. Financing activities for 1996 provided $7,206,000
in cash flow, primarily as a result of (i) net additions to long-term debt of
$3,283,000, (ii) minority partner capital contributions to AmSurg's partnerships
and limited liability companies of $1,681,000, (iii) $2,366,000 in cash proceeds
from the issuance of common stock, and (iv) net proceeds of $4,960,000 from the
issuance of preferred stock; these financing proceeds were partially offset by
$5,084,000 in distributions to surgery center minority partners. At December 31,
1996, AmSurg had $5,030,000 in outstanding term loan borrowings under its
amended and restated bank credit agreement which is repayable through June 2000.
AmSurg also had outstanding borrowings of $3,158,000 under a related revolving
credit facility which provides up to $12,000,000 in available credit through
June 1998 for acquisition and development projects, with repayment of these
borrowings being made through June 2002. Borrowings under the bank credit
agreement and related credit facility bear interest at a rate equal to the prime
rate or 1.75% above LIBOR or a combination thereof at AmSurg's option.
 
     On November 20, 1996, AmSurg issued shares of its Series A Preferred Stock
and Series B Preferred Stock to certain unaffiliated institutional investors for
cash proceeds of approximately $4,960,000, after payment of offering expenses.
The purpose of the offering was to fund the acquisition and development of
surgery centers and to provide other working capital as needed prior to being in
position to access capital markets as an independent public company following
the Distribution. The Series A Preferred Stock, with a liquidation value of
$3,000,000, will accrue dividends of 8% per annum on such liquidation value,
commencing on November 21, 1998. The Series A Preferred Stock is subject to
redemption at any time at the option of AmSurg and is subject to redemption at
the option of the holders on November 20, 2002 and upon the occurrence of
certain events, including a public offering yielding at least $20,000,000 in net
proceeds to AmSurg, and/or its stockholders (or $25,000,000 in net proceeds if
the Distribution does not occur) (a "Qualified IPO"). The Series A Preferred
Stock may also be converted into shares of Class A Common Stock at the option of
the holders following the Distribution or upon a Qualified IPO at the then
current market price of the Class A Common Stock. The Series B Preferred Stock
will be automatically converted into a number of shares of Class A Common Stock
that approximates 6% of the equity of AmSurg determined as of
 
                                       34

<PAGE>   42
 
November 20, 1996, with that percentage being ratably increased to 8% of the
equity of AmSurg if a triggering event has not occurred by November 20, 2000. If
a Qualified IPO or other triggering event does not occur by November 20, 2002,
the holders of the Series B Preferred Stock will have the right to sell such
stock to AmSurg at a formula price. See "DESCRIPTION OF CAPITAL STOCK."
 
     Historically AmSurg has depended on AHC for the majority of its equity
financing. A principal purpose of the Distribution is to permit AmSurg to have
access to public debt and equity capital markets as an independent public
company. Management believes that AmSurg will have access to such capital on
more favorable terms as an independent public company than it could have as a
majority-owned subsidiary of AHC, particularly in public equity markets. See
"THE DISTRIBUTION -- Background and Reasons for the Distribution." While AmSurg
anticipates that its operating activities will continue to provide cash flow and
increased revenues, AmSurg will require additional financing in order to fund
its development and acquisition plans and to achieve its long-term strategic
growth plans. This additional financing could take the form of a private or
public offering of debt or equity securities or additional bank financing. No
assurances can be given that the necessary financing will be obtainable on terms
satisfactory to AmSurg.
 
                                       35

<PAGE>   43
 
                            CAPITALIZATION OF AMSURG
 
     The following table sets forth the capitalization of AmSurg as of December
31, 1996. This table should be read in conjunction with AmSurg's financial
statements and notes thereto included elsewhere herein. Information with respect
to AmSurg Preferred Stock and common stock has been adjusted to give effect to
the Recapitalization, Exchange and Distribution.
 

<TABLE>
<CAPTION>
                                                                AT DECEMBER 31, 1996
                                                              -------------------------
                                                              HISTORICAL   PRO FORMA(1)
                                                              ----------   ------------
                                                                   (IN THOUSANDS)
<S>                                                           <C>          <C>
Debt:
  $12,000,000 credit agreement..............................   $ 3,158       $ 3,158
  Term note.................................................     5,030         5,030
  Other long-term debt......................................     3,647         3,647
                                                               -------       -------
          Total debt........................................    11,835        11,835
                                                               -------       -------
Minority interest...........................................     5,674         5,674
Preferred stock, no par value, 5,000,000 shares authorized,
  916,666 issued............................................
  Series A redeemable preferred stock, 500,000 shares
     outstanding............................................     1,774         1,774
  Series B convertible preferred stock, 416,666 shares
     outstanding............................................     3,208         3,208
Stockholders' Equity
  Common stock, no par value, 40,000,000 shares authorized,
     9,199,525 shares outstanding...........................    26,064            --
  Class A common stock, no par value, 25,000,000 shares
     authorized, 3,669,394 shares outstanding...............        --        10,435
  Class B common stock, no par value, 5,540,000 shares
     authorized, 5,530,131 shares outstanding...............        --        15,629
Retained earnings...........................................     2,310         1,910
                                                               -------       -------
          Total capitalization..............................   $50,865       $50,465
                                                               =======       =======
</TABLE>

 
- ---------------
 
(1) Pro forma to give effect to the Recapitalization and Distribution.
 
                                       36

<PAGE>   44
 
                    SELECTED PRO FORMA FINANCIAL DATA OF AHC
 
     The summary unaudited pro forma financial data of AHC set forth below
reflects certain adjustments to the historical consolidated financial statements
of AHC for each of the fiscal years in the five year period ended August 31,
1996, and the three month periods ended November 30, 1995 and 1996 to present
AmSurg as a discontinued operation.
 

<TABLE>
<CAPTION>
                                                                                          THREE MONTHS
                                                                                              ENDED
                                            FOR THE YEAR ENDED AND AT AUGUST 31,          NOVEMBER 30,
                                       -----------------------------------------------   ---------------
                                        1992      1993      1994      1995      1996      1995     1996
                                       -------   -------   -------   -------   -------   ------   ------
                                                     (IN THOUSANDS EXCEPT PER SHARE DATA)
<S>                                    <C>       <C>       <C>       <C>       <C>       <C>      <C>      <C>
OPERATING DATA:
Revenues:
        Total revenues...............  $37,112   $39,682   $41,144   $36,583   $31,403   $8,023   $7,979
                                       -------   -------   -------   -------   -------   ------   ------
Expenses:
  Salaries and benefits..............   16,488    16,972    18,699    18,878    19,866    4,944    5,261
  Other operating expenses...........   11,860    11,771    12,271    10,865     7,254    1,571    2,009
  Depreciation and amortization......    1,336     1,340     1,293     1,339     1,273      356      330
  Interest...........................       12         8         6         7         5        2        1
                                       -------   -------   -------   -------   -------   ------   ------
        Total expenses...............   29,696    30,091    32,269    31,089    28,398    6,873    7,601
                                       -------   -------   -------   -------   -------   ------   ------
Income before income taxes and
  discontinued operations............    7,416     9,591     8,875     5,494     3,005    1,150      378
Income tax expense(1)................    3,040     3,884     3,586     2,252       544      499      171
                                       -------   -------   -------   -------   -------   ------   ------
Income from continuing operations....    4,376     5,707     5,289     3,242     2,461      651      207
  Discontinued operations............       --      (170)       38       674       799      149      256
                                       -------   -------   -------   -------   -------   ------   ------
Net income...........................  $ 4,376   $ 5,537   $ 5,327   $ 3,916   $ 3,260   $  800   $  463
                                       =======   =======   =======   =======   =======   ======   ======
Income per share from continuing
  operations(2)......................  $  0.52   $  0.68   $  0.63   $  0.40   $  0.30   $ 0.08   $ 0.03
Income (loss) per share from
  discontinued operations(2).........       --     (0.02)     0.00      0.08      0.10     0.02     0.03
                                       -------   -------   -------   -------   -------   ------   ------
Net income per share(2)..............  $  0.52   $  0.66   $  0.63   $  0.48   $  0.40   $ 0.10   $ 0.06
                                       =======   =======   =======   =======   =======   ======   ======
Weighted average common shares and
  equivalents........................    8,370     8,404     8,461     8,211     8,161    8,090    8,199
</TABLE>

 

<TABLE>
<CAPTION>
                                                                                                               AS
                                                                                                           ADJUSTED(3)
                                                                                                           -----------
<S>                                    <C>       <C>       <C>       <C>       <C>       <C>      <C>      <C>
BALANCE SHEET DATA:
Cash and cash equivalents............                                          $12,562            $9,982     $ 9,982
Working capital......................                                           13,324            12,279      11,804
Net assets of discontinued
  operations.........................                                           16,361            17,321          --
Total assets.........................                                           48,487            48,656      33,035
Long-term debt and other long-term
  liabilities........................                                            2,657             2,178       2,178
Stockholders' equity.................                                           41,611            42,209      26,113
</TABLE>

 
- ---------------
 
(1) Includes nonrecurring income tax benefit in fourth quarter of fiscal 1996 of
    $760,000 or $.09 per share.
(2) Per share information does not give effect to the increase in weighted
    average number of shares outstanding that is expected to occur as a result
    of the adjustment of AHC stock options in connection with the Distribution.
    See "THE DISTRIBUTION -- Adjustment of AHC Stock Options; and -- Accounting
    Treatment."
(3) Adjusted to give effect to the Distribution and estimated expenses of
    $475,000 related thereto and estimated non-cash compensation expense of
    $5,970,000 ($4,270,000 net of income taxes) that is expected to be
    recognized as a result of the adjustment of AHC stock options in connection
    with the Distribution. See "THE DISTRIBUTION -- Adjustment of AHC Stock
    Options; and -- Accounting Treatment."
 
                                       37

<PAGE>   45
 
                       BUSINESS OF AHC AFTER DISTRIBUTION
 
     After the Distribution, AHC will no longer own any AmSurg Common Stock and
accordingly its principal business operations will be conducted through DTCA,
which is the leading provider of diabetes management services. The principal
source of revenues for DTCA historically have been its operating contracts for
hospital-based diabetes treatment centers. While during the last several fiscal
years, revenues from this business have been adversely affected by termination
and renegotiation of certain hospital contracts, AHC believes this business is
stabilizing and expects it to be a source of steady revenue for AHC.
 
     During 1994 AHC began to implement a business strategy in DTCA to develop
comprehensive diabetes disease management products for a new customer group, the
managed care industry, and AHC believes that the substantial portion of its
future revenue growth will result from comprehensive healthcare management
contracts with managed care payors for their enrollees with diabetes. In
furtherance of this strategy, during the last two fiscal years, AHC has incurred
substantial expenditures associated with these comprehensive diabetes disease
management efforts.
 
     AHC's growth strategy is primarily to develop new relationships directly
with payors and others who are ultimately responsible for the healthcare costs
of individuals with diabetes and to further develop its hospital-based diabetes
treatment center business. Pursuant to the strategy with payors, DTCA is
expected to provide management services designed to improve the quality of care
for individuals with diabetes while lowering the overall cost of care. DTCA fees
under these agreements with payors may take the form of shared savings of
overall diabetes enrolled healthcare costs, capitated payments to DTCA that
cover DTCA's services to enrollees but do not include responsibility for
enrolled healthcare claims or some combination of these arrangements. AHC
believes that its current position as the leading provider of diabetes treatment
services to hospitals and physicians will be an advantage in comparison with
other potential competitors or with the payors considering initiating such
services themselves, most of whom have no such actual diabetes treatment or
comprehensive diabetes population management experience.
 
     Since January 1996, DTCA has entered into nine managed care contracts
primarily with Principal Healthcare, Inc. and Health Options, Inc., an HMO
subsidiary of Blue Cross Blue Shield of Florida. DTCA is in the process of
implementing its diabetes disease management products pursuant to these
agreements and through its implementation expects to produce cost savings which
will be shared by DTCA and the HMOs. While DTCA believes that these agreements
will provide substantial revenue and profit opportunities for DTCA over the five
year term of these agreements, it cannot accurately predict the amount or timing
of these revenues or profits or assure that any such revenue or profits will be
obtained. See "RISK FACTORS -- Risk Factors Regarding AHC After Distribution."
 
                                       38

<PAGE>   46
 
                               BUSINESS OF AMSURG
 
     AmSurg was formed in April 1992 for the purpose of developing, acquiring
and managing practice-based ambulatory surgery centers, in partnerships with
physician practice groups, throughout the United States. An AmSurg surgery
center is typically located adjacent to or in the immediate vicinity of the
specialty medical practice of a physician group partner's office. Each of the
surgery centers offers a narrow range of high volume, lower-risk surgical
procedures, generally in a single specialty, and has been designed with a cost
structure that enables AmSurg to charge fees which management believes are
generally less than those charged by hospitals and freestanding outpatient
surgery centers for similar services performed on an outpatient basis. As of
January 31, 1997, AmSurg owned a majority interest in 27 operating centers in
ten states and the District of Columbia, managed another center's operations and
owned a majority interest in two physician practice groups. As of January 31,
1997, AmSurg also had 21 centers under development and had executed letters of
intent to acquire or develop five additional centers. AmSurg is utilizing
selected surgery centers as a base to develop specialty physician networks that
are designed to serve large numbers of covered lives and thus strengthen
AmSurg's position in dealing with managed care organizations. As of January 31,
1997, AmSurg operated four specialty physician networks, located in the south
Florida market and in Knoxville, Tennessee and Montgomery, Alabama.
 
     The following map shows the approximate locations of AmSurg surgery
centers, physician practices and specialty physician networks operating or under
development as of January 31, 1997:
 
     The graphic is a map of the United States showing the number of operating
networks, centers, practices and centers under development by state.     
 
     AmSurg was organized as a Tennessee corporation in 1992. AmSurg's principal
executive offices are located at One Burton Hills Boulevard, Suite 350,
Nashville, Tennessee 37215, and its telephone number is 615-665-1283.
 
                                       39

<PAGE>   47
 
INDUSTRY OVERVIEW
 
     In recent years, government programs, private insurance companies, managed
care organizations and self-insured employers have implemented various
cost-containment measures to limit the growth of healthcare expenditures. These
cost containment measures, together with technological advances, have resulted
in a significant shift in the delivery of healthcare services away from
traditional inpatient hospitals to more cost-effective alternate sites,
including ambulatory surgery centers.
 
     Industry sources estimate that in 1994, outpatient surgical procedures
represented approximately 64.7% of all surgical procedures performed in the
United States, compared with 31.3% in 1984. As of December 31, 1995, there were
approximately 2,300 freestanding ambulatory surgery centers in the U.S., of
which approximately 130 were owned by hospitals and approximately 505 were owned
by corporate entities. The remaining approximately 1,665 centers were
independently owned, primarily by physicians.
 
     Managed care organizations with significant numbers of covered lives are
seeking to direct large numbers of patients to high-quality, low-cost providers
and provider groups. In order to compete for the growing number of managed care
patients, hospitals, physicians and other providers, including alternate site
outpatient providers, are forming specialty physician networks and other
provider joint ventures.
 
     AmSurg believes that the following factors have contributed to the growth
of ambulatory surgery:
 
     Cost-Effective Alternative.  Ambulatory surgery is generally less expensive
than hospital inpatient surgery. In addition, AmSurg believes that surgery
performed at a practice-based ambulatory surgery center is generally less
expensive than hospital-based ambulatory surgery for a number of reasons,
including lower facility development costs, more efficient staffing and space
utilization and a specialized operating environment focused on cost containment.
Interest in ambulatory surgery centers has grown as managed care organizations
have sought a cost-effective alternative to inpatient services.
 
     Physician and Patient Preference.  AmSurg believes that many physicians
prefer practice-based ambulatory surgery centers. AmSurg believes that such
centers enhance physicians' productivity by providing them with greater
scheduling flexibility, more consistent nurse staffing and faster turnaround
time between cases, allowing them to perform more surgeries in a defined period
of time. In contrast, hospitals and freestanding ambulatory surgery centers
generally serve a broader group of physicians, including those involved with
emergency procedures, resulting in postponed or delayed surgeries. Additionally,
many physicians choose to perform surgery in a practice-based ambulatory surgery
center because their patients prefer the simplified admissions and discharge
procedures and the less institutional atmosphere.
 
     New Technology.  New technology and advances in anesthesia, which have been
increasingly accepted by physicians, have significantly expanded the types of
surgical procedures that are being performed in ambulatory surgery centers.
Lasers, enhanced endoscopic techniques and fiber optics have reduced the trauma
and recovery time. Improved anesthesia has shortened recovery time by minimizing
post-operative side effects such as nausea and drowsiness, thereby avoiding, in
some cases, overnight hospitalization.
 
STRATEGY
 
     AmSurg believes it is a leading provider of high-quality, lower-cost
specialty physician practice network and outpatient surgery services to managed
care payors through AmSurg's practice-based ambulatory surgery centers,
specialty physician networks and physician practice management and ownership.
The key components of AmSurg's strategy are:
 
     Provide Lower-Risk, High Volume Ambulatory Surgery Services.  AmSurg's
surgery centers currently focus on providing lower-risk surgical procedures in
five surgical subspecialties: gastroenterology, ophthalmology, orthopaedic
surgery, urology and otolaryngology. The AmSurg single specialty practice-based
surgery center is designed, built, equipped and staffed for the needs of a
single specialty, which AmSurg believes creates efficiencies in operations.
AmSurg believes that as a result, the single specialty surgery center is a lower
cost unit to build, equip and operate, is more convenient for the physician and
patient, and therefore is potentially more attractive to managed care payors
than hospital-based or freestanding multi-specialty centers.
 
                                       40

<PAGE>   48
 
AmSurg believes through the combination of a network of geographically dispersed
physician groups and ambulatory surgery centers in a specific market, it can
establish a high quality, cost efficient service delivery system for a specific
individual specialty that is attractive to managed care payors.
 
     Develop and Acquire Practice-Based Ambulatory Surgery Centers.  Although
AmSurg has historically grown primarily by acquisition of existing centers, it
anticipates that its future growth in the surgery center business will come
increasingly from development of new practice-based ambulatory surgery centers.
In order to continue the acquisition and development of ambulatory surgery
centers, AmSurg will require additional capital resources in the form of debt or
equity financing. See "MANAGEMENT'S DISCUSSION AND ANALYSIS -- Liquidity and
Capital Resources".
 
     Develop Specialty Networks.  Utilizing single specialty ambulatory surgery
centers to provide a cost advantage, AmSurg's strategy has evolved to include
the development and ownership of specialty physician networks which will offer
specialty physician services, as well as outpatient surgery procedures with wide
geographic coverage to managed care payors. The specialty networks will be
developed to provide broad geographic patient access points in the market
through the network participation of high quality and strategically located
practices, some of which may be acquired or managed by AmSurg.
 
     AmSurg has acquired two physician practices, a urology specialty group and
a gastrointestinal specialty group, in Miami, Florida, one of which is a partner
with AmSurg in a practice-based ambulatory surgery center. The other physician
practice is developing an ambulatory center with AmSurg. As of January 31, 1997,
AmSurg has acquired a majority interest in two specialty physician networks and
has developed and is the majority owner of two other physician specialty
networks. By establishing these networks, AmSurg believes it will be able to
obtain additional contracts with managed care payors and increase the
profitability of its surgery centers and associated physician practices.
 
ACQUISITION AND DEVELOPMENT OF SURGERY CENTERS
 
     Practice-based ambulatory surgery centers are licensed outpatient surgery
centers generally equipped and staffed for a single medical specialty and are
generally located in or adjacent to a physician group practice. AmSurg has
targeted ownership in centers that perform gastrointestinal endoscopy, eye
surgery, urology, orthopaedics or otolaryngology procedures. These specialties
perform many high volume, lower-risk procedures that are appropriate for the
practice-based setting. The focus at each center on only the procedures in a
single specialty results in these centers generally having significantly lower
capital and operating costs than the costs of hospital and freestanding
ambulatory surgery center alternatives that are designed to provide more
intensive services in a broader array of surgical specialties. In addition, the
practice-based surgery center, which is located in or adjacent to the group
practice, provides a more convenient setting for the patient and for the
physician performing the procedure. Improvements in technology are also enabling
additional types of procedures to be performed in the practice-based setting.
 
     The AmSurg development staff identifies physician practices with existing
centers that are potential acquisition candidates and identifies physician
practices that are potential partners for new center development in the medical
specialties which AmSurg has targeted for development. These candidates are then
evaluated against AmSurg's project criteria which include several factors such
as number of procedures currently being performed by the practice, competition
from and the fees being charged by other surgical providers, relative
competitive market position of the physician practice under consideration, state
certificate of need ("CON") requirements for development of a new center and
other factors.
 
     In presenting the advantages to physicians of developing a new
practice-based ambulatory surgery center in partnership with AmSurg, the AmSurg
development staff emphasizes the proximity of a practice-based surgery center to
a physician's office, the simplified administrative procedures, the ability to
schedule consecutive cases without preemption by inpatient or emergency
procedures, the rapid turnaround time between cases, the high technical
competency of the center's clinical staff that performs only a limited number of
specialized procedures, and state-of-the-art surgical equipment. AmSurg also
focuses on its expertise in developing, operating and managing centers and in
marketing the centers' services to managed care organizations.
 
                                       41

<PAGE>   49
 
     In a development project, AmSurg, among other things, provides the
following services:
 
     - Financial feasibility pro forma analysis;
     - Assistance in state CON approval process;
     - Site selection;
     - Assistance in space analysis and schematic floor plan design;
     - Analysis of local, state, and federal building codes;
     - Negotiation of equipment financing with lenders;
     - Equipment budgeting, specification, bidding, and purchasing;
     - Construction financing;
     - Architectural oversight;
     - Contractor bidding;
     - Construction management; and
     - Assistance with licensing, Medicare certification and third party payor
      contracts.
 
     AmSurg acquires its interest in ambulatory surgery centers through
development of new centers and acquisition of existing centers. AmSurg's
ownership interests in practice-based ambulatory surgery centers generally are
structured through limited and general partnerships or limited liability
companies. AmSurg generally owns 51% to 70% of the partnerships or limited
liability companies and acts as the general partner in each limited partnership.
In development transactions, capital contributed by the physicians and AmSurg
plus bank financing provides the partnership or limited liability company with
the funds necessary to construct and equip a new surgery center and to provide
initial working capital.
 
     As part of each development and acquisition transaction, AmSurg enters into
a partnership agreement or an operating agreement with its physician partner.
Distributions of available cash flow are made monthly to the partners pro rata
in proportion to their respective percentage ownership interest in the limited
partnership or limited liability company. These agreements generally provide
that AmSurg will oversee the business and administrative operations of the
surgery center, and that the physician partner will provide the center with a
medical director, and with certain specified services such as billing and
collections, transcription, and accounts payable processing. In addition, these
agreements provide that the limited partnership or limited liability company
will lease certain non-physician personnel from the physician practice, who will
provide services at the center. The cost of the salary and benefits of these
personnel are reimbursed to the practice by the limited partnership or limited
liability company. Certain aspects of the limited partnership's or limited
liability company's operations are overseen by an operating board, which is
comprised of representatives of AmSurg and the physician partners.
 
     In connection with AmSurg's management of the business operations at each
center, AmSurg historically received a management fee paid by the partnership or
limited liability company. The partnership or limited liability company also
paid a physician partner a medical director fee and a fee for providing certain
administrative services to the center. Because the management fee usually equals
the value of services provided to the center by the physician practice, AmSurg
has structured its agreements so that AmSurg generally no longer provides for
any of such fees in its partnerships or limited liability companies. For
start-up centers that are being developed, a fee is generally paid by the
partnership or limited liability company to AmSurg for management of the
planning, construction and opening of the center.
 
     The partnership and operating agreements provide that AmSurg will be
obligated to purchase some or all of the minority interests of the physicians
affiliated with AmSurg in the partnerships or limited liability companies which
own and operate AmSurg's surgery centers. The regulatory changes that could
trigger such an obligation include changes that: (i) make the referral of
Medicare and other patients to AmSurg's surgery centers by physicians affiliated
with AmSurg illegal; (ii) create the substantial likelihood that cash
distributions from the partnership or limited liability company to the
physicians associated therewith will be illegal; or (iii) cause the ownership by
the physicians of interests in the partnerships or limited liability companies
to be illegal. There can be no assurance that AmSurg's existing capital
resources would be sufficient for it to meet the obligation, if it arises, to
purchase minority interests held by physicians in the partnerships or limited
liability companies which own and operate AmSurg's surgery centers. The
determina-
 
                                       42

<PAGE>   50
 
tion of whether a triggering event has occurred is made by the concurrence of
counsel for AmSurg and the physician partners or, in the absence of such
concurrence, by independent counsel having an expertise in healthcare law and
who is chosen by both parties. Determination is therefore not within the control
of AmSurg. While AmSurg has structured the repurchase obligations to be as
favorable as possible to AmSurg, the triggering of these obligations could have
a material adverse effect on the financial condition and results of operations
of AmSurg. See "-- Government Regulation."
 
SURGERY CENTER LOCATIONS
 
     AmSurg partnerships and limited liability companies lease certain of the
real property in which its centers operate and the equipment used in certain of
its centers, either from the physician partners or from an unaffiliated party.
 
     The following table sets forth certain information relating to AmSurg's
centers in operation as of January 31, 1997:
 

<TABLE>
<CAPTION>
                                                                YEAR
                                                              OR DATE                  OPERATING OR
                                                             ORIGINALLY  ACQUISITION     PROCEDURE
               LOCATION                  SPECIALTY PRACTICE    OPENED       DATE           ROOMS
               --------                  ------------------  ----------  -----------  ---------------
<S>                                      <C>                 <C>         <C>          <C>
ACQUIRED CENTERS
Knoxville, Tennessee...................  Gastroenterology       1987      Nov. 1992          7
Topeka, Kansas.........................  Gastroenterology       1990      Nov. 1992          4
Nashville, Tennessee...................  Gastroenterology       1989      Nov. 1992          3
Nashville, Tennessee...................  Gastroenterology       1988      Dec. 1992          3
Washington, D.C........................  Gastroenterology       1990      Nov. 1993          3
Melbourne, Florida.....................  Ophthalmology          1986      Nov. 1993          3
Torrance, California...................  Gastroenterology       1990      Feb. 1994          2
Sebastopol, California.................  Ophthalmology          1988      Apr. 1994          2
Fort Myers, Florida....................  Gastroenterology       1990      Oct. 1994          1
Maryville, Tennessee...................  Gastroenterology       1992      Jan. 1995          3
Miami, Florida.........................  Gastroenterology       1995     April 1995          7
Panama City, Florida...................  Gastroenterology       1993      July 1996          3
Ocala, Florida.........................  Gastroenterology       1993      Aug. 1996          3
Columbia, South Carolina...............  Gastroenterology       1988      Oct. 1996          3
Wichita, Kansas........................  Orthopaedics           1991      Nov. 1996          3
Minneapolis, Minnesota.................  Gastroenterology       1993      Nov. 1996          2
Crystal River, Florida.................  Gastroenterology       1994      Jan. 1997          3
 
DEVELOPED CENTERS
Santa Fe, New Mexico...................  Gastroenterology     May 1994       --              3
Tarzana, California....................  Gastroenterology    July 1994       --              3
Jackson, Tennessee(1)..................  Gastroenterology    Sept. 1994      --              6
Beaumont, Texas........................  Gastroenterology    Oct. 1994       --              3
Abilene, Texas.........................  Gastroenterology    Dec. 1994       --              3
Cape Coral, Florida....................  Gastroenterology    Jan. 1995       --              2
Melbourne, Florida.....................  Otolaryngology      March 1995      --              2
Knoxville, Tennessee...................  Ophthalmology       June 1996       --              2
West Monroe, Louisiana.................  Gastroenterology    June 1996       --              2
Miami, Florida.........................  Gastroenterology    Sept. 1996      --              3
Sidney, Ohio...........................  Ophthalmology       Dec. 1996       --              3
                                         Urology
                                         General Surgery
                                         Otolaryngology
</TABLE>

 
- ---------------
 
(1) This center is currently being operated by AmSurg pursuant to a management
    agreement. AmSurg has an option to purchase 51% of this center.
 
                                       43

<PAGE>   51
 
SURGERY CENTER OPERATIONS
 
     Each AmSurg facility is generally designed, built, staffed and equipped to
meet the specific needs of a single specialty physician practice group. AmSurg's
typical ambulatory surgery center averages 3,000 square feet and is located
adjacent to or in the immediate vicinity of the specialty physicians' offices.
Each center developed by AmSurg typically has two to four operating or procedure
rooms with areas for reception, preparation, recovery and administration. Each
surgery center is developed to perform an average of 2,500 procedures per year.
As of January 31, 1997, 22 of the AmSurg centers in operation performed
gastrointestinal endoscopy procedures, three centers performed ophthalmology
procedures, one center performed orthopaedic procedures, one center performed
otolaryngology procedures, and one center performed ophthalmology, urology,
general surgery and otolaryngology procedures. The procedures performed at the
AmSurg centers generally do not require an extended recovery following the
procedures. AmSurg centers are typically staffed with three to five clinical
professionals and administrative personnel who are shared with the physician
practice group. The clinical staff includes nurses and surgical technicians.
 
     The types of procedures performed at each center depend on the specialty of
the practicing physicians. The typical procedures performed or to be performed
most commonly at AmSurg centers in operation or under development within each
specialty are:
 
     - Gastroenterology -- colonoscopy and endoscopy procedures
     - Ophthalmology -- cataracts and retinal laser surgery
     - Orthopaedics -- knee arthroscopy and carpal tunnel repair
     - Urology -- cystoscopy and biopsy
     - Otolaryngology -- myringotomy and tonsillectomy
 
     AmSurg markets its surgery centers and networks directly to third-party
payors, including HMOs, PPOs, other managed care organizations and employers,
and directly to patients. Payor-group marketing activities conducted by AmSurg's
management and center administrators emphasize the high quality of care, cost
advantages and convenience of AmSurg's surgery centers and are focused on making
each center an approved provider under local managed care plans. In addition,
AmSurg is pursuing relationships with selected physician groups in its markets
in order to market a comprehensive specialty physician network that includes its
surgery centers to managed care payors.
 
PHYSICIAN SPECIALTY NETWORKS AND PRACTICES
 
     Provider networks are primarily oriented to local markets. Physician groups
may be members of several networks in a locale. Most networks are either
multi-specialty or primary care based. AmSurg believes that its single specialty
networks, designed around the ambulatory surgery centers and designed to match
the membership base geography of the managed care payors, will be a more
competitive model than networks that do not have those advantages. AmSurg also
has the advantage of being introduced to prospective network members by its
existing practice partners who have already had a positive experience working
with AmSurg in joint ownership of the surgery centers. Pursuant to agreements
with the network, the physicians in these networks also will have the
opportunity to perform their surgical procedures in AmSurg's surgery centers or
develop additional centers with AmSurg as needed. Following the development of
the network, AmSurg will provide management services and marketing services to
the network to secure patient service contracts with managed care payors.
 
     AmSurg further believes that network development will expand services
available to managed care organizations. AmSurg believes that the physician
practice networks with practice-based surgery centers are attractive to managed
care organizations because of the geographic coverage of the network, the lower
costs associated with treatment, the availability of the complete delivery
system for a specific specialty and high levels of patient satisfaction. As a
result, AmSurg believes the development of such networks will capture an
increased volume of managed care contracts, including capitated contracts, and
will increase the market share and profitability of the practices and the AmSurg
surgery centers.
 
                                       44

<PAGE>   52
 
     As of January 31, 1997, AmSurg was the manager and majority owner of four
physician specialty networks. Two of the network interests were acquired and two
network interests resulted from AmSurg's development efforts. AmSurg's ownership
interests in the networks are similar to those in its surgery centers in that
they are structured through limited partnerships or limited liability companies.
The limited partners of the partnerships and the physician members of the
limited liability companies are individual physicians who are generally
associated with an AmSurg surgery center in operation or under development. Both
AmSurg and the physician partners contribute capital to the partnership or
limited liability company.
 
     In January 1996, as part of its network development strategy AmSurg
acquired a 70% ownership interest in the operations of Gastroenterology Group of
South Florida ("GGSF") in Miami, Florida, a gastroenterology and primary care
practice currently comprised of seven gastroenterologists and five primary care
physicians that provides gastroenterology physician and outpatient endoscopy
services under a contract with a large managed care payor which covers
approximately 120,000 lives. AmSurg and certain GGSF physicians have been
partners in a practice-based endoscopy center that provides outpatient endoscopy
services to this base of covered lives and to other patients. Using GGSF as a
base, AmSurg has expanded its gastroenterology physician network in south
Florida and expects to add additional surgery centers and covered lives as a
result of this expansion.
 
     In January 1997, also as part of its network development strategy, AmSurg
acquired a 60% ownership interest in the operations of Miami Urological
Associates, a urology practice comprised of three urologists and seven
additional contract physicians in Miami, Florida, and a urology network which
contracts with two managed care payors to provide physician and certain
outpatient procedures for approximately 170,000 covered lives. AmSurg and Miami
Urological Associates have entered into a partnership to develop an ambulatory
surgery center for the urology practice. AmSurg expects to expand the acquired
urology network in south Florida and the number of covered lives it serves. In
addition, AmSurg has developed two ophthalmology/eye care networks located in
Knoxville, Tennessee and Montgomery, Alabama.
 
REVENUES
 
     AmSurg's principal source of revenue is a facility fee charged for surgical
procedures performed in its surgery centers. This fee varies depending on the
procedure, but usually includes all charges for operating room usage, special
equipment usage, supplies, recovery room usage, nursing staff and medications.
Facility fees do not include the charges of the patient's surgeon,
anesthesiologist or other attending physicians, which are billed directly to
third-party payors by such physicians.
 
     Practice-based ambulatory surgery centers such as those owned by AmSurg
depend upon third-party reimbursement programs, including governmental and
private insurance programs, to pay for facility services rendered to patients in
the centers. AmSurg's surgery centers derived approximately 36% of their net
revenues from governmental healthcare programs including Medicare and Medicaid
in 1996. The Medicare program presently pays ambulatory surgery centers in
accordance with a fee schedule which is prospectively determined. There may be
continuing legislative and regulatory initiatives to limit the rate of increase
in expenditures under the Medicare and Medicaid programs in an effort to curtail
or reduce the federal budget deficit. These limitations, if enacted, may
negatively impact AmSurg center revenues and operations.
 
     In addition to payment from governmental programs, ambulatory surgery
centers derive a significant portion of their net revenues from private
healthcare reimbursement plans. These plans include both standard indemnity
insurance programs as well as managed care structures such as PPOs, HMOs and
other similar structures. The strengthening of managed care systems nationally
has resulted in substantial competition among providers of services, including
providers of surgery center services with greater financial resources and market
penetration than AmSurg, to contract with these systems. AmSurg believes that
all payors, both governmental and private, will continue their efforts over the
next several years to reduce healthcare costs and that their efforts will
generally result in a less stable market for healthcare services. While no
assurances can be given concerning the ultimate success of AmSurg's efforts to
contract with healthcare payors, AmSurg believes that AmSurg's position as a
low-cost alternative for certain surgical procedures should enable AmSurg
centers to compete effectively in the evolving healthcare marketplace.
 
                                       45

<PAGE>   53
 
COMPETITION
 
     AmSurg encounters competition in two separate areas: competition with other
companies for its physician partnership relationships created to establish
surgery centers, practices, and networks, and competition with other providers
for patients and for contracting with managed care payors in each of its
markets.
 
     Competition for Partnership Relationships.  AmSurg believes that it does
not have a direct competitor in the development of practice-based ambulatory
surgery centers across the specialties of gastroenterology, ophthalmology,
otolaryngology, urology, and orthopaedic surgery. There are, however, several
large, publicly held companies, or divisions or subsidiaries of large publicly
held companies, that develop freestanding multi-specialty surgery centers, and
these companies may compete with AmSurg in the development of centers.
 
     Many physician groups develop surgery centers without a corporate partner.
It is generally difficult, however, in the rapidly evolving healthcare industry,
for a single practice to effectively create the efficient operations and
marketing programs to compete with other provider networks and companies.
Because of this, as well as the financial investment necessary to develop
surgery centers, physician groups are attracted to corporate partners, such as
AmSurg. Other factors that may influence the physicians' decisions concerning
the choice of a corporate partner are the potential corporate partner's
experience, reputation and access to capital.
 
     There are several companies, many in niche markets, that acquire existing
practice-based ambulatory surgery centers and specialty physician practices.
Many of these competitors have greater resources than AmSurg. Most of AmSurg's
competitors acquire centers through the acquisition of the related physician
practice. The principal competitive factors that affect the ability of AmSurg
and its competitors to acquire surgery centers are price, experience and
reputation, access to capital and willingness to acquire a surgery center
without acquiring the physician practice.
 
     Most networks are either multi-specialty or primary care based. There are a
few national networking companies that specialize in the establishment and
operation of networks. The primary competitive factors AmSurg experiences in the
development of specialty networks include the attraction of physician practice
groups to the network, market penetration and geographic coverage.
 
     Competition for Patients and Managed Care Contracts.  AmSurg believes that
its surgery centers can provide lower-cost, high quality surgery in a more
comfortable environment for the patient in comparison to hospitals and to
freestanding surgery centers with which AmSurg competes for managed care
contracts. In addition, the existence of the AmSurg specialty networks provide
the geographic access that managed care companies desire. Competition for
managed care contracts with other providers is focused on pricing of services,
quality of services, and affiliation with key physician groups in a particular
market.
 
GOVERNMENT REGULATION
 
     The healthcare industry is subject to extensive regulation by a number of
governmental entities at the federal, state and local level. Regulatory
activities affect the business activities of AmSurg, by controlling AmSurg's
growth, requiring licensure and certification for its facilities, regulating the
use of AmSurg's properties, and controlling reimbursement to AmSurg for the
services AmSurg provides.
 
     CONs and State Licensing.  CON regulations control the development of
ambulatory surgery centers in certain states. CONs generally provide that prior
to the expansion of existing centers, the construction of new centers, the
acquisition of major items of equipment or the introduction of certain new
services, approval must be obtained from the designated state health planning
agency. State CON statutes generally provide that, prior to the construction of
new facilities or the introduction of new services, a state health planning
designated agency must determine that a need exists for those facilities or
services. AmSurg's development of ambulatory surgery centers generally focuses
on states that do not require CONs. However, acquisitions of surgery centers,
even in states that require CONs for new centers, generally do not require CON
regulatory approval.
 
     State licensing of ambulatory surgery centers is generally a prerequisite
to the operation of each center and to participation in federally funded
programs, such as Medicare and Medicaid. Once a center becomes licensed and
operational, it must continue to comply with federal, state and local licensing
and certification
 
                                       46

<PAGE>   54
 
requirements in addition to local building and life safety codes. In addition,
every state imposes licensing requirements on individual physicians and
facilities and services operated and owned by physicians. Physician practices
are also subject to federal, state and local laws dealing with issues such as
occupational safety, employment, medical leave, insurance regulations, civil
rights and discrimination and medical waste and other environmental issues.
 
     Reimbursement.  AmSurg depends upon third-party programs, including
governmental and private health insurance programs, to reimburse it for services
rendered to patients in its ambulatory surgery centers. In order to receive
Medicare reimbursement, each ambulatory surgery center must meet the applicable
conditions of participation set forth by the Department of Health and Human
Services ("DHHS") relating to the type of facility, its equipment, personnel and
standard of medical care, as well as compliance with state and local laws and
regulations, all of which are subject to change from time to time. Ambulatory
surgery centers undergo periodic on-site Medicare certification surveys. Each of
the existing AmSurg centers is certified as a Medicare provider. Although AmSurg
intends for its centers to participate in Medicare and other government
reimbursement programs, there can be no assurance that these centers will
continue to qualify for participation.
 
     Medicare-Medicaid Illegal Remuneration Provisions.  The anti-kickback
statute makes unlawful knowingly and willfully soliciting, receiving, offering
or paying any remuneration (including any kickback, bribe, or rebate) directly
or indirectly to induce or in return for referring an individual to a person for
the furnishing or arranging for the furnishing of any item or service for which
payment may be made in whole or in part under Medicare or Medicaid. Violation is
a felony punishable by a fine of up to $25,000 or imprisonment for up to five
years, or both. The Medicare and Medicaid Patient Program Protection Act of 1987
(the "1987 Act") provides administrative penalties for healthcare practices
which encourage overutilization or illegal remuneration when the costs of
services are reimbursed under the Medicare program. Loss of Medicare
certification and severe financial penalties are included among the 1987 Act's
sanctions. The 1987 Act, which adds to the criminal penalties under preexisting
law, also directs the Inspector General of the DHHS to investigate practices
which may constitute overutilization, including investments by healthcare
providers in medical diagnostic facilities, and to promulgate regulations
establishing exemptions or "safe harbors" for investments by medical service
providers in legitimate business ventures that will be deemed not to violate the
law even though those providers may also refer patients to such a venture.
Regulations identifying safe harbors were published in final form in July 1991
(the "Regulations").
 
     The Regulations set forth two specific exemptions or "safe harbors" related
to "investment interests": the first concerning investment interests in large
publicly traded companies ($50,000,000 in net tangible assets) and the second
for investments in smaller entities. The partnerships and limited liability
companies that own the AmSurg centers do not meet all of the criteria of either
existing "investment interests" safe harbor as announced in the Regulations.
 
     While several federal court decisions have aggressively applied the
restrictions of the anti-kickback statute, they provide little guidance as to
the application of the anti-kickback statute to AmSurg's partnerships and
limited liability companies. AmSurg believes that it is in compliance with the
current requirements of applicable federal and state law because among other
factors:
 
          i. the partnerships and limited liability companies exist to effect
     legitimate business purposes, including the ownership, operation and
     continued improvement of quality, cost effective and efficient services to
     their patients;
 
          ii. the partnerships and limited liability companies function as an
     extension of the group practices of physicians who are affiliated with the
     surgery centers; the surgical procedures are performed personally by these
     physicians without referring the patients outside of their practice;
 
          iii. the physician partners have a substantial investment at risk in
     the partnership or limited liability company;
 
          iv. terms of the investment do not take into account volume of the
     physician partner's past or anticipated future services provided to
     patients of the centers;
 
                                       47

<PAGE>   55
 
          v. the physician partners are not required or encouraged as a
     condition of the investment to treat Medicare or Medicaid patients at the
     centers or to influence others to refer such patients to the centers for
     treatment;
 
          vi. neither the partnership, limited liability company, the AmSurg
     subsidiary, nor any of their affiliates will loan any funds or guarantee
     any debt on behalf of the physician partners; and
 
          vii. distributions are allocated uniformly by and among all partners
     in proportion to their ownership interests.
 
     Notwithstanding AmSurg's belief that the relationship of physician partners
to the AmSurg surgery centers should not constitute illegal remuneration under
the anti-kickback statute, no assurances can be given that a federal or state
agency charged with enforcement of the anti-kickback statute and similar laws
might not assert a contrary position or that new federal or state laws might not
be enacted that would cause the physician partners' ownership interest in the
AmSurg centers to become illegal, or result in the imposition of penalties on
AmSurg or certain of its facilities. Even the assertion of a violation could
have a material adverse effect upon AmSurg. See "RISK
FACTORS -- Medicare-Medicaid Illegal Remuneration ("anti-kickback") Laws."
 
     Prohibition on Physician Ownership of Healthcare Facilities.  The so-called
"Stark II" provisions of the Omnibus Budget Reconciliation Act of 1993 ("OBRA
93") amend the federal Medicare statute to prohibit the making by a physician of
referrals for "designated health services" to an entity in which the physician
has an investment interest or other financial relationship, subject to certain
exceptions. A referral under Stark II that does not fall within an exception is
strictly prohibited. This prohibition took effect on January 1, 1995. Sanctions
for violating Stark II can include civil monetary penalties and exclusion from
Medicare and Medicaid.
 
     Ambulatory surgery is not identified as a "designated health service", and
AmSurg, therefore, does not believe that ambulatory surgery is otherwise subject
to the restrictions set forth in Stark II. However, unfavorable regulations yet
to be promulgated pursuant to Stark II or subsequent adverse court
interpretations concerning similar provisions found in recently enacted state
statutes could prohibit reimbursement for treatment provided by the physicians
affiliated with the AmSurg centers to their patients. AmSurg cannot predict
whether other regulatory or statutory provisions will be enacted by federal or
state authorities which would prohibit or otherwise regulate relationships which
AmSurg has established or may establish with other healthcare providers or the
possibility of material adverse effects on its business or revenues arising from
such future actions. AmSurg management believes, however, that AmSurg will be
able to adjust its operations so as to be in compliance with any regulatory or
statutory provision, as may be applicable.
 
     AmSurg is subject to state and federal laws that govern the submission of
claims for reimbursement. These laws generally prohibit an individual or entity
from knowingly and willfully presenting a claim (or causing a claim to be
presented) for payment from Medicare, Medicaid or other third party payors that
is false or fraudulent. The standard for "knowing and willful" often includes
conduct that amounts to a reckless disregard for whether accurate information is
presented by claims processors. Penalties under these statutes include
substantial civil and criminal fines, exclusion from the Medicare program, and
imprisonment. One of the most prominent of these laws is the federal False
Claims Act, which may be enforced by the federal government directly, or by a
qui tam plaintiff on the government's behalf. Under the False Claims Act, both
the government and the private plaintiff, if successful, are permitted to
recover substantial monetary penalties, as well as an amount equal to three
times actual damages. In recent cases, some qui tam plaintiffs have taken the
position that violations of the anti-kickback statute and Stark II should also
be prosecuted as violations of the federal False Claims Act. AmSurg believes
that it has procedures in place to ensure the accurate completion of claims
forms and requests for payment.
 
     Under its agreements with its physician partners, AmSurg is obligated to
purchase the interests of the physicians in the event that their continued
ownership of interests in the partnerships and limited liability companies
becomes prohibited by the statutes or regulations described above. The
determination of such a prohibition is required to be made by counsel of AmSurg
in concurrence with counsel of the physician
 
                                       48

<PAGE>   56
 
partners, or if they cannot concur, by a nationally recognized law firm with an
expertise in healthcare law jointly selected by AmSurg and the physician
partners. The interest required to be purchased by AmSurg will not exceed the
minimum interest required as a result of the change in the statute or regulation
causing such prohibition. See "RISK FACTORS -- Relationships with Physician
Partners."
 
PROPERTIES
 
     AmSurg's principal executive offices are located in Nashville, Tennessee
and contain an aggregate of approximately 15,000 square feet of office space,
which AmSurg subleases from AHC pursuant to an agreement that expires in
December 1999. See "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS -- Lease
Arrangement." AmSurg partnerships and limited liability companies generally
lease space for their surgery centers. Twenty-five of the centers and the
physician practices in operation at January 31, 1997 lease space ranging from
1,200 to 7,800 square feet with remaining lease terms ranging from two to
eighteen years. Three centers in operation at January 31, 1997 are located in
buildings owned directly or indirectly by AmSurg.
 
EMPLOYEES
 
     As of January 31, 1997, AmSurg and its affiliated entities employed 174
persons, 149 of whom were full-time employees and 25 of whom were part-time
employees. Of the above, 44 were employed at AmSurg's headquarters in Nashville,
Tennessee. In addition, approximately 102 employees are leased on a part-time
basis and 135 are leased on a full-time basis from the associated physician
practices. None of these employees is represented by a union. AmSurg believes
its relationship with its employees to be excellent.
 
LEGAL PROCEEDINGS AND INSURANCE
 
     From time to time, AmSurg may be named a party to legal claims and
proceedings in the ordinary course of business. Management is not aware of any
claims or proceedings against it or its partnerships that might have a material
financial impact on AmSurg.
 
     AmSurg maintains separate medical malpractice insurance through each of its
surgery centers in amounts it deems adequate for its business.
 
                                       49

<PAGE>   57
 
                              MANAGEMENT OF AMSURG
 
DIRECTORS AND EXECUTIVE OFFICERS
 
     Certain information with respect to the directors and executive officers of
AmSurg following the Distribution is set forth below. Following the
Distribution, the Board of Directors will be composed of seven persons who will
be divided into three classes, designated Class I, Class II and Class III. Each
class shall consist, as nearly as possible, of one-third of the total number of
directors constituting the entire Board of Directors. Each class of directors
shall be elected for a three-year term, except that the initial term will be for
one year in the case of the Class I directors and two years in the case of the
Class II directors. All executive officers are elected by the Board of Directors
and serve until their successors are duly elected by the Board of Directors.
 

<TABLE>
<CAPTION>
NAME                                              AGE             POSITION WITH AMSURG
- ----                                              ---             --------------------
<S>                                               <C>   <C>
Ken P. McDonald.................................  56    President, Chief Executive Officer and
                                                        Director (Class II director with term
                                                        expiring in 1999)
Claire M. Gulmi.................................  43    Senior Vice President, Chief Financial
                                                        Officer and Secretary
Royce D. Harrell................................  50    Senior Vice President, Operations, and
                                                        Assistant Secretary
Rodney H. Lunn..................................  46    Senior Vice President, Center Development
David L. Manning................................  46    Senior Vice President, Development
Thomas G. Cigarran..............................  54    Chairman of the Board (Class III director
                                                        with term expiring in 2000)
James A. Deal...................................  46    Director (Class I director with term
                                                        expiring in 1998)
Steven I. Geringer..............................  51    Director (Class I director with term
                                                        expiring in 1998)
Debora A. Guthrie...............................  41    Director (Class III director with term
                                                        expiring in 2000)
Henry D. Herr...................................  50    Director (Class II director with term
                                                        expiring in 1999)
Bergein F. Overholt, M.D........................  59    Director (Class III director with term
                                                        expiring in 2000)
</TABLE>

 
     KEN P. MCDONALD joined AmSurg in 1993 as a Vice President. Mr. McDonald
became Executive Vice President and Chief Operating Officer in December 1994,
President and a director in July 1996, and will become Chief Executive Officer
effective upon the Distribution. Mr. McDonald was President of NASCO Data
Systems, Inc., a distributor of IBM micro computer products to the value-added
reseller community, from 1988 until he joined AmSurg in 1993.
 
     CLAIRE M. GULMI joined AmSurg in September 1994 as Vice President and Chief
Financial Officer. Ms. Gulmi became Senior Vice President in March 1997.
Following the Distribution, Ms. Gulmi will additionally become the Secretary of
AmSurg. From 1991 to 1994, Ms. Gulmi served as Chief Financial Officer of Music
Holdings, Inc., a music publishing and video distribution company.
 
     ROYCE D. HARRELL joined AmSurg in October 1992 as Senior Vice President,
Operations. Mr. Harrell served, in successive order from 1982 to 1992, as a Vice
President of Development, Senior Vice President of Development and Senior Vice
President, Operations of Forum Group, Inc., an owner and operator of retirement
and healthcare communities and primary care facilities.
 
     RODNEY H. LUNN has been Senior Vice President of Center Development since
1992 and was a director from 1992 until February 1997. Mr. Lunn was a principal
of Practice Development Associates, Inc. ("PDA"),
 
                                       50

<PAGE>   58
 
a company specializing in developing practice-based surgery centers, from March
1987 until it was acquired by AmSurg in 1992.
 
     DAVID L. MANNING has served as Senior Vice President of Development and
Assistant Secretary of AmSurg since April 1992. Mr. Manning co-founded and was a
principal of PDA from March 1987 until its acquisition by AmSurg in 1992.
 
     THOMAS G. CIGARRAN has served as Chairman of the Board of AmSurg since
1992. Mr. Cigarran served as Chief Executive Officer of AmSurg from January 1993
until the Distribution, and President from January 1993 to July 1996. Following
the Distribution, Mr. Cigarran will serve as an advisor to AmSurg. Mr. Cigarran
is a co-founder of AHC and has served as Chairman of the Board, President and
Chief Executive Officer thereof since 1988. Mr. Cigarran serves as a member of
the Board of Directors of ClinTrials Research, Inc.
 
     JAMES A. DEAL, a director of AmSurg since 1992, has served as Executive
Vice President of AHC since May 1991 and as President of DTCA since 1985.
 
     STEVEN I. GERINGER, a director of AmSurg since March 1997, was President
and Chief Executive Officer of PCS Health Systems, Inc., a unit of Eli Lilly &
Company ("PCS"), and one of the nation's largest providers of managed
pharmaceutical services to managed care organizations and health insurers, from
June 1995 until June 1996, and President and Chief Operating Officer of PCS from
May 1993 through May 1995. Prior to joining PCS, Mr. Geringer was the founder,
Chairman and Chief Executive Officer of Clinical Pharmaceuticals, Inc. of
Nashville, Tennessee.
 
     DEBORA A. GUTHRIE, a director of AmSurg since November 1996, has been
President and Chief Executive Officer of the general partner of Capitol Health
Partners, L.P., a Washington, D.C.-based venture fund specializing in healthcare
industries since October 1995. Prior to forming Capitol Health Partners in 1995,
Ms. Guthrie was President and Chief Executive Officer of Guthrie Capital
Corporation, a venture management company providing financial advisory and
investment banking services to healthcare companies in the Mid-Atlantic and
Southeastern United States.
 
     HENRY D. HERR, a director of AmSurg since 1992, has served as Executive
Vice President of Finance and Administration and Chief Financial Officer of AHC
since 1986. Following the Distribution, Mr. Herr will serve as an advisor to
AmSurg. Mr. Herr served as Chief Financial Officer of AmSurg from April 1992
until September 1994, and as Secretary from April 1992 until the effective date
of the Distribution.
 
     BERGEIN F. OVERHOLT, M.D., a director of AmSurg since November 1992, is
President of Gastrointestinal Associates, P.C. a gastrointestinal specialty
group, and a partner in The Endoscopy Center, Knoxville, Tennessee, which owns a
limited partnership interest in an ambulatory surgery center that is
majority-owned and managed by AmSurg. Dr. Overholt also serves as Chairman,
Laser/Hyperthermia Department, Thompson Cancer Survival Center in Knoxville,
Tennessee and is an Associate Professor of Clinic Medicine, University of
Tennessee in Knoxville, Tennessee.
 
     There are no family relationships, by blood, marriage or adoption, between
or among any of the individuals listed above as directors or executive officers.
Ms. Guthrie, an affiliate of Capitol Health Partners, L.P., was appointed to the
AmSurg Board of Directors in connection with the preferred stock equity
financing in November 1996, in which Capitol Health Partners, L.P. purchased
18.2% of the Series A Preferred Stock and Series B Preferred Stock. See
"DESCRIPTION OF CAPITAL STOCK." Pursuant to the Distribution Agreement, AHC
agreed to the nomination of each of the persons who will be members of the Board
of Directors and agreed to vote for such persons at the next meeting of AmSurg
stockholders occurring prior to the Distribution.
 
COMMITTEES OF THE BOARD OF DIRECTORS
 
     In order to facilitate the various functions of the AmSurg Board of
Directors following the Distribution, the Board intends to create several
standing committees, including a Nominating Committee, a Compensation Committee,
and an Audit Committee.
 
                                       51

<PAGE>   59
 
     The members of the Nominating Committee will be Ken P. McDonald and Thomas
G. Cigarran. The principal function of the Nominating Committee will be to
recommend to the Board of Directors nominees for election to the Board.
 
     The members of the Compensation Committee will be Bergein F. Overholt,
M.D., Debora A. Guthrie and Steven I. Geringer. No member of this committee will
be a former or current officer or employee of AmSurg. The functions of the
Compensation Committee include recommending to the full Board of Directors the
compensation arrangements for senior management and directors and the adoption
of compensation and benefit plans in which officers and directors are eligible
to participate, and granting options or other benefits under (and otherwise
administering) certain of such plans.
 
     The members of the Audit Committee will be Debora A. Guthrie, James A. Deal
and Henry D. Herr. The principal functions of the Audit Committee will be to
recommend to the full Board of Directors the engagement or discharge of AmSurg's
independent auditors; to review the nature and scope of the audit, including but
not limited to a determination of the effectiveness of the audit effort through
meetings held at least annually with the independent and internal auditors of
AmSurg (collectively, the "auditors") and a determination through discussion
with the auditors that no unreasonable restrictions were placed on the scope or
implementation of their examinations; to review the qualifications and
performance of the auditors, including but not limited to review of the plans
and results of the auditing engagement and each professional service provided by
the independent auditors; to review the financial organization and accounting
practices of AmSurg, including but not limited to review of AmSurg's financial
statements with the auditors and inquiry into the effectiveness of AmSurg's
financial and accounting functions and internal controls through discussions
with the auditors and the officers of AmSurg; and to recommend to the full Board
of Directors policies concerning avoidance of employee conflicts of interest and
to review the administration of such policies.
 
COMPENSATION OF DIRECTORS
 
     Members of the Board of Directors of AmSurg, other than those who are
employees of AmSurg, receive an annual fee of $10,000, adjusted annually to
reflect changes in the Consumer Price Index, U.S. All City Average Report, of
the U.S. Bureau of Labor Statistics (the "CPI") for their services as directors
and as members of any committees of the Board of Directors on which they serve.
In addition, each non-employee director is reimbursed for out-of-pocket expenses
incurred in attending Board of Directors and committee meetings. Non-employee
directors also are eligible to receive restricted stock awards pursuant to the
1997 Stock Incentive Plan. Under this plan, each non-employee director will
receive an award of restricted stock of a number of shares of Class A Common
Stock equal in value to $10,000, effective upon the Distribution. Thereafter,
each non-employee director who is elected or reelected to the Board of Directors
or who otherwise continues as a director shall automatically, on the date of the
annual meeting of stockholders of AmSurg, be granted and receive an award of
restricted stock of a number of shares of AmSurg Class A Common Stock equal in
value to $10,000, adjusted annually for changes in the CPI. Members of the Board
of Directors of AmSurg who are employees of AmSurg will not receive any
additional compensation for their services as directors or as members of
committees. See "MANAGEMENT OF AMSURG -- Stock Incentive Plans -- 1997 Stock
Incentive Plan."
 
DIRECTOR AND OFFICER INDEMNIFICATION AND LIMITATION OF LIABILITY
 
     The Tennessee Business Corporation Act (the "TBCA") provides that a
corporation may indemnify any of its directors and officers against liability
incurred in connection with a proceeding if: (a) such person acted in good
faith; (b) in the case of conduct in an official capacity with the corporation,
he reasonably believed such conduct was in the corporation's best interests; (c)
in all other cases, he reasonably believed that his conduct was at least not
opposed to the best interests of the corporation; and (d) in connection with any
criminal proceeding, such person had no reasonable cause to believe his conduct
was unlawful. In actions brought by or in the right of the corporation, however,
the TBCA provides that no indemnification may be made if the director or officer
was adjudged to be liable to the corporation. The TBCA also provides that in
connection with any proceeding charging improper personal benefit to an officer
or director, no indemnification may be made if such officer or director is
adjudged liable on the basis that such personal benefit was
 
                                       52

<PAGE>   60
 
improperly received. Notwithstanding the foregoing, the TBCA provides that a
court of competent jurisdiction, unless the corporation's charter provides
otherwise, upon application, may order that an officer or director be
indemnified for reasonable expenses if, in consideration of all relevant
circumstances, the court determines that such individual is fairly and
reasonably entitled to indemnification, notwithstanding the fact that: (a) such
officer or director was adjudged liable to the corporation in a proceeding by or
in the right of the corporation; (b) such officer or director was adjudged
liable on the basis that personal benefit was improperly received by him; or (c)
such officer or director breached his duty of care to the corporation.
 
     AmSurg's Charter and Bylaws require AmSurg to indemnify its directors and
officers to the fullest extent permitted by law with respect to all liability
and loss suffered and expense reasonably incurred by such person in any action,
suit or proceeding in which such person was or is made, or threatened to be
made, a party, or is otherwise involved by reason of the fact that such person
is or was a director or officer of AmSurg.
 
     In addition, AmSurg's Charter provides that AmSurg's directors shall not be
personally liable to AmSurg or its stockholders for monetary damages for breach
of any fiduciary duty as a director of AmSurg except to the extent such
exemption from liability or limitation thereof is not permitted under the TBCA.
Under the TBCA, this provision does not relieve AmSurg's directors from personal
liability to AmSurg or its stockholders for monetary damages for breach of
fiduciary duty as a director, to the extent such liability arises from a
judgment or other final adjudication establishing: (a) any breach of the
director's duty of loyalty; (b) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; or (c) any
unlawful distributions. Nor does this provision eliminate the duty of care and,
in appropriate circumstances, equitable remedies such as injunctive or other
forms of non-monetary relief will remain available under Tennessee law. Finally,
this provision does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental laws.
 
     AmSurg has entered into indemnification agreements with all of its
directors and executive officers providing that it will indemnify those persons
to the fullest extent permitted by law against claims arising out of their
actions as officers or directors of AmSurg and will advance expenses of
defending claims against them. AmSurg believes that indemnification under these
agreements covers at least negligence and gross negligence by the directors and
officers, and requires AmSurg to advance litigation expenses in the case of
actions, including stockholder derivative actions, against an undertaking by the
officer or director to repay any advances if it is ultimately determined that
the officer or director is not entitled to indemnification.
 
     AmSurg believes that its Charter and Bylaw provisions and indemnification
agreements are necessary to attract and retain qualified persons as directors
and officers.
 
     At present, there is no litigation or proceeding involving a director or
officer of AmSurg as to which indemnification is being sought, nor is AmSurg
aware of any threatened litigation that may result in claims for indemnification
by any officer or director.
 
     Pursuant to the Management Agreement, AmSurg will indemnify and hold AHC,
its directors, officers, employees and agents and any person who controls AHC
within the meaning of the Securities Act in the absence of gross negligence,
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 pursuant to the
Management Agreement or any transactions or conduct in connection therewith. See
"THE DISTRIBUTION -- The Management Agreement."
 
     Following the Distribution, AmSurg will have in effect an executive
liability insurance policy which will provide coverage for its directors and
officers. See "THE DISTRIBUTION -- Indemnification." Under this policy, the
insurer will agree to pay, subject to certain exclusions (including violations
of securities laws), for any claim made against a director or officer of AmSurg
for a wrongful act by such director or officer, but only if and to the extent
such director or officer becomes legally obligated to pay such claim or AmSurg
is required to indemnify the director or officer for such claim.
 
                                       53

<PAGE>   61
 
EXECUTIVE COMPENSATION
 
     The following table provides information as to annual, long-term or other
compensation during fiscal years 1996, 1995 and 1994 for the person who will be,
effective as of the Distribution, the Chief Executive Officer and the persons
who, at the end of fiscal 1996, were the other four most highly compensated
executive officers of AmSurg (collectively, the "Named Executive Officers").
Prior to the Distribution, Thomas G. Cigarran served as Chief Executive Officer
of AmSurg but received no compensation from or with respect to AmSurg.
 
                           SUMMARY COMPENSATION TABLE
 

<TABLE>
<CAPTION>
                                                                            LONG-TERM
                                                                          COMPENSATION
                                                                        -----------------
                                                ANNUAL COMPENSATION     AWARDS/SECURITIES
                                               ----------------------      UNDERLYING          ALL OTHER
     NAME AND PRINCIPAL POSITION        YEAR   SALARY ($)   BONUS ($)      OPTIONS (#)      COMPENSATION ($)
     ---------------------------        ----   ----------   ---------   -----------------   ----------------
<S>                                     <C>    <C>          <C>         <C>                 <C>
Ken P. McDonald.......................  1996    $139,050    $ 41,905         68,333              $4,000(1)
  President and Chief Executive
  Officer                               1995    $125,050    $ 25,386             --              $4,000
                                        1994    $ 98,208    $  9,000         23,333              $4,000
Claire M. Gulmi.......................  1996    $100,000    $ 28,292          6,667                  --
  Senior Vice President and Chief       1995    $ 86,292    $ 22,652             --                  --
  Financial Officer(2)                  1994    $ 25,000    $  4,833         16,667                  --
Royce D. Harrell......................  1996    $130,788    $ 38,471          8,333                  --
  Senior Vice President,                1995    $124,538    $ 36,708             --                  --
  Operations                            1994    $118,500    $ 19,185          6,667              $6,352
Rodney H. Lunn........................  1996    $132,108    $ 29,169          5,000              $4,320(3)
  Senior Vice President, Center         1995    $125,818    $ 18,205             --              $4,320
  Development                           1994    $119,831    $  6,000          3,333              $4,320
David L. Manning......................  1996    $132,108    $106,460          8,333              $4,320(3)
  Senior Vice President,                1995    $125,818    $ 26,384             --              $4,320
  Development                           1994    $119,831    $  6,000          5,000              $4,320
</TABLE>

 
- ---------------
 
(1) Forgiveness of debt.
(2) Ms. Gulmi became Senior Vice President in March 1997.
(3) Automobile allowance.
 
                                       54

<PAGE>   62
 
          OPTION/STOCK APPRECIATION RIGHTS GRANTS IN LAST FISCAL YEAR
 
     The following table provides information as to options granted to the Named
Executive Officers during fiscal 1996. No Stock Appreciation Rights ("SARs")
were awarded in fiscal 1996.
 

<TABLE>
<CAPTION>
                                                  INDIVIDUAL GRANTS                      POTENTIAL REALIZABLE
                               -------------------------------------------------------     VALUE AT ASSUMED
                                                  PERCENT OF                                ANNUAL RATES OF
                                 NUMBERS OF         TOTAL                                     STOCK PRICE
                                 SECURITIES      OPTIONS/SARS    EXERCISE                  APPRECIATION FOR
                                 UNDERLYING       GRANTED TO     OR BASE                      OPTION TERM
                                OPTIONS/SARS     EMPLOYEES IN     PRICE     EXPIRATION   ---------------------
NAME                           GRANTED (#)(1)    FISCAL YEAR      ($/SH)       DATE       5% ($)      10% ($)
- ----                           --------------   --------------   --------   ----------   ---------   ---------
<S>                            <C>              <C>              <C>        <C>          <C>         <C>
Ken P. McDonald..............       11,667            5.08%       $4.68      01/08/06       34,338      87,018
                                    58,333           25.39         5.37      06/21/06      197,001     499,240
Claire M. Gulmi..............        6,667            2.90         4.68      01/08/06       19,622      49,725
Royce D. Harrell.............        8,333            3.63         4.68      01/08/06       24,527      62,156
Rodney H. Lunn...............        5,000            2.18         4.68      01/08/06       14,716      37,294
David L. Manning.............        8,333            3.63         4.68      01/08/06       24,527      62,156
</TABLE>

 
- ---------------
 
(1) All options were granted on January 8, 1996 except for the grant of 58,333
     options to Mr. McDonald on June 21, 1996. All options vest 25% annually
     over four years.
 
     The following table provides information as to options exercised by the
Named Executive Officers during fiscal 1996. None of the Named Executive
Officers has exercised separate SARs. In addition, this table includes the
number of shares covered by both exercisable and unexercisable stock options as
of the record date. Also reported are the values for "in-the-money" options,
which represent the positive spread between the exercise price of any existing
stock options and the year-end price.
 
AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
 

<TABLE>
<CAPTION>
                                                              NUMBER OF SECURITIES        VALUE OF UNEXERCISED IN-
                             NUMBER OF                       UNDERLYING UNEXERCISED         THE-MONEY OPTIONS AT
                               SHARES                      OPTIONS AT FISCAL YEAR-END       FISCAL YEAR-END(1)($)
                            ACQUIRED ON       VALUE       ----------------------------   ---------------------------
NAME                        EXERCISE (#)   REALIZED ($)   EXERCISABLE    UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
- ----                        ------------   ------------   ------------   -------------   -----------   -------------
<S>                         <C>            <C>            <C>            <C>             <C>           <C>
Ken P. McDonald...........      --             --            25,417         86,250          66,750         62,500
Claire M. Gulmi...........      --             --             8,333         15,000          19,550         25,550
Royce D. Harrell..........      --             --            79,625         14,875         244,910         23,470
Rodney H. Lunn............      --             --           178,667          8,333         847,710         12,650
David L. Manning..........      --             --           179,500         12,500         849,585         17,525
</TABLE>

 
- ---------------
 
(1) Based on an assumed value of $5.58 at year end, which represents the value
     determined by the AmSurg Board of Directors for purposes of acquisition
     transactions and option grants based on an independent valuation.
 
EMPLOYMENT AGREEMENTS
 
     AmSurg has employment agreements with each of Mr. McDonald, Ms. Gulmi, Mr.
Harrell, Mr. Lunn and Mr. Manning (the "Employment Agreements"). The Employment
Agreements have an initial one-year term, but contain a provision that
automatically extends the term for an additional one year on the first and each
successive anniversary date of the Employment Agreements until Messrs. McDonald,
Harrell, Lunn and Manning and Ms. Gulmi, respectively, reach age 65 after which
term shall not be automatically extended. The automatic renewal provision can be
canceled by AmSurg prior to each anniversary date of the Employment Agreements.
The Employment Agreements provide that if AmSurg elects not to extend the
executive's employment, the executive will be considered to have been terminated
without cause and will receive his or her base salary, reduced by any salary
earned by the executive from another employer, plus certain benefits for a
period of one year. The executive will also receive the same compensation as
provided above if the executive terminates his or her employment with AmSurg
under certain circumstances at any time within twelve
 
                                       55

<PAGE>   63
 
months following a Change In Control (as defined in the Employment Agreements).
The Employment Agreements also contain a restrictive covenant pursuant to which
each executive has agreed not to compete with AmSurg during the time AmSurg is
obligated to compensate him or her pursuant to the Employment Agreement.
 
STOCK INCENTIVE PLANS
 
1992 Stock Option Plan
 
     AmSurg approved the 1992 Stock Option Plan (the "1992 Plan") in April 1992
to provide key employees with an additional incentive to contribute to the best
interests of AmSurg. The 1992 Plan may be administered by the Board of Directors
or a committee appointed by the Board. The Board or such designated committee
has the power, among other things, (i) to determine which of the eligible
persons shall be granted options to purchase shares of Class A Common Stock,
(ii) to determine whether such options shall be incentive or non-statutory stock
options, (iii) to determine the number of shares for which each option shall be
granted, (iv) to construe, interpret and administer the 1992 Plan, (v) to
prescribe the terms and provisions of each option granted, (vi) to amend the
1992 Plan, and (vii) generally, to exercise such powers and to perform such acts
as are deemed necessary or expedient to promote the best interests of AmSurg.
 
     There are 927,333 shares of Class A Common Stock reserved for issuance upon
exercise of options granted under the 1992 Plan. The price per share under each
option granted shall be determined by the Board or the committee, but in the
case of incentive stock options, shall be no less than 100% of the fair market
value of the Class A Common Stock on the date of grant, and, in the case of
non-statutory options, shall in no event be less than 85% of the fair market
value of the Class A Common Stock on the date of grant.
 
     The option exercise period shall be determined by the Board or committee;
however, incentive stock options shall not be exercisable more than 10 years
from the date of grant (and five years for any individual who, at the time of
grant, owns more than 10% of the total combined voting power of all classes of
stock of AmSurg). No option shall be transferable otherwise than by will or the
laws of descent and distribution and an option is exercisable during the
lifetime of the optionee only by such optionee.
 
     As of the date hereof, incentive stock options for the purchase of 344,000
shares and non-qualified stock options for the purchase of 562,783 shares of
Class A Common Stock have been granted to certain management employees. The
options granted will vest in four equal annual installments. The options are
subject to the terms of the 1992 Plan, will expire 10 years from the date of
grant, and are exercisable at an average exercise price of approximately $2.58
per share. In the event of certain fundamental changes to AmSurg (including
liquidation, dissolution, merger, reorganization or sale of all or substantially
all of the assets of AmSurg), the stock options shall immediately vest and be
fully exercisable by the optionees. If shares subject to an option or stock
appreciation right under the 1992 Plan cease to be subject to such option or
stock appreciation right without the exercise of such option or stock
appreciation right, or if shares of restricted stock or shares underlying other
stock-based awards under the 1992 Plan are forfeited or otherwise terminate
without a payment being made in the form of Class A Common Stock and without the
payment of any dividends thereon, such shares will again be available for future
distribution under the 1992 Plan.
 
1997 Stock Incentive Plan
 
     The AmSurg Board of Directors has adopted a 1997 Stock Incentive Plan (the
"1997 Incentive Plan") pursuant to which AmSurg may grant options and other
rights with respect to the AmSurg Common Stock to officers, non-employee
directors of AmSurg and key employees following the Distribution. On February 7,
1997 and March 7, 1997, the Board of Directors approved grants of options for
the purchase of 117,166 shares of Class A Common Stock to various employees
pursuant to the 1997 Incentive Plan for a per share exercise price of $5.91. The
1997 Incentive Plan and any stock-based awards made by AmSurg pursuant to the
1997 Incentive Plan are subject to AmSurg stockholder approval at the special
meeting of stockholders scheduled to be held on May   , 1997.
 
                                       56

<PAGE>   64
 
     A total of 650,000 shares of Class A Common Stock will be reserved and
available under the 1997 Incentive Plan. An "Outside Director" is a member of
the Board of Directors who is not an officer or employee of AmSurg, its
subsidiaries or affiliates. A director serving as medical director of AmSurg but
not as an employee of AmSurg will be treated as an Outside Director for purposes
of the 1997 Incentive Plan. Following the Distribution, the number of Outside
Directors will be six. The aggregate number of shares of Class A Common Stock
that may be granted to any individual pursuant to any award under the 1997
Incentive Plan is up to 200,000 in any one year. Section 162(m) of the Code
requires the 1997 Incentive Plan to provide a maximum number of shares that may
be granted to any individual in any one year. The maximum amounts provided in
the 1997 Incentive Plan do not reflect the size of awards expected to be made by
AmSurg. If shares subject to an option or stock appreciation right under the
1997 Incentive Plan cease to be subject to such option or stock appreciation
right without the exercise of such option or stock appreciation right, or if
shares of restricted stock or shares underlying other stock-based awards under
the 1997 Incentive Plan are forfeited or otherwise terminate without a payment
being made in the form of Class A Common Stock and without the payment of any
dividends thereon, such shares will again be available for future distribution
under the 1997 Incentive Plan.
 
     In the case of a stock split, stock dividend, reclassification,
recapitalization, merger, reorganization, extraordinary cash dividend, or other
changes in AmSurg's capital structure affecting the Class A Common Stock,
appropriate adjustments or other substitutions will be made in the number of
shares reserved under the 1997 Incentive Plan, the number of shares that may be
issued to any individual and the number of shares and the exercise price of
options and other awards then outstanding under the 1997 Incentive Plan.
 
     The 1997 Incentive Plan will be administered by a committee (the "Plan
Committee") of no less than two non-employee directors appointed to serve on
such committee by the Board. It is expected that such Plan Committee will be the
Compensation Committee.
 
     Awards under the 1997 Incentive Plan may be made to key employees,
including officers, of AmSurg and any subsidiaries or affiliates of AmSurg, to
advisors to AmSurg, its subsidiaries or affiliates and non-employee directors of
AmSurg. The approximate number of employees who would potentially be eligible
for awards under the 1997 Incentive Plan is 33, based on the number of employees
of AmSurg at January 31, 1997, but actual awards will be made only at the
discretion of the Plan Committee.
 
     The Plan Committee will have the authority to grant the following type of
awards under the 1997 Incentive Plan: (1) stock options; (2) stock appreciation
rights; (3) restricted stock and (4) other stock-based awards; provided,
however, that the power to grant and establish the terms and conditions of
awards to Outside Directors under the 1997 Incentive Plan other than pursuant to
Section 9 of the 1997 Incentive Plan, as discussed below, shall be reserved to
the Board of Directors. The decisions of the Plan Committee are subject to
ratification by the full Board of Directors of AmSurg.
 
     1. Stock Options.  Incentive stock options ("ISOs") and non-qualified stock
options may be granted for such number of shares as the Plan Committee will
determine and may be granted alone, in conjunction with, or in tandem with,
other awards under the 1997 Incentive Plan, but subject to the per person
limitation on awards.
 
     A stock option will be exercisable at such times and subject to such terms
and conditions as the Plan Committee may determine and over a term to be
determined by the Plan Committee, which term will be no more than 10 years after
the date of grant, or no more than five years in the case of an ISO awarded to
certain 10% stockholders. The option price for any ISO will not be less than
100% (110% in the case of certain 10% stockholders) of the fair market value of
the Class A Common Stock as of the date of grant and for any non-qualified stock
option will be not less than 50% of the fair market value as of the date of
grant. Payment of the option price may be in cash, or, in the case of a
non-qualified stock option, as determined by the Plan Committee, in shares of
Class A Common Stock having a fair market value equal to the option price.
 
     Upon termination of an optionholder's employment for cause, such employee's
stock options will terminate. If an optionholder's employment is involuntarily
terminated without cause, stock options will be exercisable for three months
following termination or until the end of the option period, whichever is
shorter.
 
                                       57

<PAGE>   65
 
On the disability of an employee, stock options will be exercisable within the
lesser of the remainder of the option period or, in the case of a non-qualified
stock option, three years and, in the case of an ISO, one year from the date of
disability. Upon the retirement of an employee, stock options will be
exercisable within the lesser of the remainder of the option period or, in the
case of a non-qualified stock option, three years and, in the case of an ISO,
three months from the date of retirement. Upon the death of an employee, stock
options will be exercisable by the deceased employee's representative within the
lesser of the remainder of the option period or one year from the date of the
employee's death. Unless otherwise determined by the Plan Committee, only
options which are exercisable on the date of termination, death, disability, or
retirement may be subsequently exercised.
 
     2. SARs.  SARs may be granted alone or in conjunction with all or part of a
stock option. Once an SAR has been exercised, the related portion of the stock
option, if any, underlying the SAR will terminate. Upon the exercise of an SAR,
the Plan Committee will pay to the employee in cash, Class A Common Stock or a
combination thereof (the method of payment to be at the discretion of the Plan
Committee), an amount of money equal to the excess between the fair market value
of the stock on the exercise date and the SAR exercise price, multiplied by the
number of SARs being exercised. An SAR granted in tandem with all or part of a
stock option will be exercisable only when the underlying option is exercisable,
subject to any conditions specified by the Plan Committee at the time of grant.
 
     3. Restricted Stock.  Restricted stock may be granted alone, in conjunction
with, or in tandem with, other awards under the 1997 Incentive Plan and may be
conditioned upon the attainment of specific performance goals or such other
factors as the Plan Committee may determine. Upon the termination of the
employee's employment for any reason during the restriction period, all
restricted stock either will vest or be subject to forfeiture, in accordance
with the terms and conditions of the initial award. During the restriction
period, the employee will have the right to vote the restricted stock and to
receive any cash dividends. At the time of award, the Plan Committee may require
the deferral and reinvestment of any cash dividends in the form of additional
shares of restricted stock. Stock dividends will be treated as additional shares
of restricted stock and will be subject to the same terms and conditions as the
initial grant.
 
     4. Other Stock-Based Awards.  The Plan Committee may also grant other types
of awards that are valued, in whole or in part, by reference to or otherwise
based on the Class A Common Stock. These awards may be granted alone, in
addition to, or in tandem with, stock options, SARs and restricted stock. Such
awards will be made upon terms and conditions as the Plan Committee may in its
discretion provide.
 
     5. Awards to Outside Directors.  Pursuant to Section 9 of the 1997
Incentive Plan, effective as of the Distribution each Outside Director will
receive a grant of a number of shares of Class A Common Stock having an
aggregate fair market value on such date equal in value to $10,000, adjusted for
changes in the CPI, which shares shall be restricted as provided in Section 9 of
the 1997 Incentive Plan (the "Outside Director Restricted Stock"). On the date
of each annual meeting of stockholders of AmSurg occurring after the
Distribution, each Outside Director will receive an automatic grant of a number
of shares of Outside Director Restricted Stock having an aggregate fair market
value on such date equal to $10,000 adjusted annually for charges in the CPI.
Each grant of Outside Director Restricted Stock shall vest in increments of
one-third of the shares of Class A Common Stock subject to such grant with the
first one-third increment vesting on the date of grant, the second one-third
increment vesting on the first anniversary of the date of grant and the final
one-third increment vesting on the second anniversary of the date of grant, if
the grantee is still a member of the Board on each of such dates. Until the
earlier of (i) five years from the date of grant and (ii) the date on which the
Outside Director ceases to serve as a director of AmSurg, no Outside Director
Restricted Stock may be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, otherwise than by will or by the laws of descent and
distribution. Upon termination of an Outside Director's service as a member of
the Board for any reason other than death, disability or retirement, all shares
of Outside Director Restricted Stock not theretofore vested will be forfeited.
Upon termination of an Outside Director's service as a member of the Board due
to death, disability or retirement, all shares of Outside Director Restricted
Stock will immediately vest.
 
                                       58

<PAGE>   66
 
     Federal Income Tax Aspects of the 1997 Incentive Plan.  The following is a
brief summary of the federal income tax aspects of awards made under the 1997
Incentive Plan based upon the federal income tax laws in effect on the date
hereof. This summary is not intended to be exhaustive, and does not describe
state or local tax consequences.
 
     1. Incentive Stock Options.  No taxable income is realized by the
participant upon the grant or exercise of an ISO. If Class A Common Stock is
issued to a participant pursuant to the exercise of an ISO, and if no
disqualifying disposition of the shares is made by the participant within two
years of the date of grant or within one year after the transfer of the shares
to the participant, then: (a) upon the sale of the shares, any amount realized
in excess of the option price will be taxed to the participant as a long-term
capital gain, and any loss sustained will be a capital loss, and (b) no
deduction will be allowed to AmSurg for federal income tax purposes. The
exercise of an ISO will give rise to an item of tax preference that may result
in an alternative minimum tax liability for the participant unless the
participant makes a disqualifying disposition of the shares received upon
exercise.
 
     If Class A Common Stock acquired upon the exercise of an ISO is disposed of
prior to the expiration of the holding periods described above, then
generally: (a) the participant will realize ordinary income in the year of
disposition in an amount equal to the excess, if any, of the fair market value
of the shares at exercise (or, if less, the amount realized on the disposition
of the shares) over the option price paid for such shares, and (b) AmSurg will
be entitled to deduct any such recognized amount. Any further gain or loss
realized by the participant will be taxed as short-term or long-term capital
gain or loss, as the case may be, and will not result in any deduction by
AmSurg.
 
     Subject to certain exceptions for disability or death, if an ISO is
exercised more than three months following the termination of the participant's
employment, the option will generally be taxed as a non-qualified stock option.
 
     2. Non-Qualified Stock Options.  Except as noted below, with respect to
non-qualified stock options: (a) no income is realized by the participant at the
time the option is granted; (b) generally upon exercise of the option, the
participant realizes ordinary income in an amount equal to the difference
between the option price paid for the shares and the fair market value of the
shares on the date of exercise and AmSurg will be entitled to a tax deduction in
the same amount; and (c) at disposition, any appreciation (or depreciation)
after date of exercise is treated either as short-term or long-term capital gain
or loss, depending upon the length of time that the participant has held the
shares. See "Restricted Stock" for tax rules applicable where the spread value
of an option is settled in an award of restricted stock.
 
     3. SARs.  No income will be realized by a participant in connection with
the grant of an SAR. When the SAR is exercised, the participant will generally
be required to include as taxable ordinary income in the year of exercise an
amount equal to the amount of cash and the fair market value of any shares
received. AmSurg will be entitled to a deduction at the time and in the amount
included in the participant's income by reason of the exercise. If the
participant receives Class A Common Stock upon exercise of an SAR, the post-
exercise appreciation or depreciation will be treated in the same manner
discussed above under "Non-Qualified Stock Options."
 
     4. Restricted Stock.  A participant receiving restricted stock generally
will recognize ordinary income in the amount of the fair market value of the
restricted stock at the time the stock is no longer subject to forfeiture, less
the consideration paid for the stock. However, a participant may elect, under
Section 83(b) of the Code within 30 days of the grant of the stock, to recognize
taxable ordinary income on the date of grant equal to the excess of the fair
market value of the shares of restricted stock (determined without regard to the
restrictions) over the purchase price of the restricted stock. Thereafter, if
the shares are forfeited, the participant will be entitled to a deduction,
refund, or loss, for tax purposes only, in an amount equal to the purchase price
of the forfeited shares regardless of whether he made a Section 83(b) election.
With respect to the sale of shares after the forfeiture period has expired, the
holding period to determine whether the participant has long-term or short-term
capital gain or loss generally begins when the restriction period expires and
the tax basis for such shares will generally be based on the fair market value
of such shares on such date. However, if the participant makes an election under
Section 83(b), the holding period will commence on the
 
                                       59

<PAGE>   67
 
date of grant, the tax basis will be equal to the fair market value of shares on
such date (determined without regard to restrictions), and AmSurg generally will
be entitled to a deduction equal to the amount that is taxable as ordinary
income to the participant in the year that such income is taxable.
 
     5. Dividends and Dividend Equivalents.  Dividends paid on restricted stock
generally will be treated as compensation that is taxable as ordinary income to
the participant, and will be deductible by AmSurg. If, however, the participant
makes a Section 83(b) election, the dividends will be taxable as ordinary income
to the participant but will not be deductible by AmSurg.
 
     6. Other Stock-Based Awards.  The federal income tax treatment of other
stock-based awards will depend on the nature of any such award and the
restrictions applicable to such award. Such an award may, depending on the
conditions applicable to the award, be taxable as an option, an award of
restricted stock, or in a manner not described herein.
 
     Section 162(m) Provisions.  Section 162(m) of the Code imposes a limitation
on the deductibility of certain compensation paid to the chief executive officer
and certain other executive officers of publicly traded companies. Compensation
paid to these officers in excess of $1,000,000 cannot be claimed as a tax
deduction by such companies unless such compensation qualifies for an exemption
as performance-based compensation under Section 162(m) of the Code. It is
anticipated that compensation in respect of stock options and SARs granted under
the 1997 Incentive Plan will qualify for an exemption as performance-based
compensation under Section 162(m) of the Code, if the exercise price per share
for such options and SARs is at least equal to the fair market value per share
of Class A Common Stock on the date of grant. Other awards (if any) granted
under the 1997 Incentive Plan are not expected to qualify for an exemption as
performance-based compensation.
 
     Other Provisions of the 1997 Incentive Plan.  Options and other rights that
may be granted under the 1997 Incentive Plan following the Distribution will
vest and become immediately exercisable (to the extent not theretofore vested
and exercisable and the restrictions and forfeiture provisions applicable to
restricted stock and other stock-based awards will lapse) if:
 
          a. any person or entity (including a "group" as defined in Section
     13(d) (3) of the Exchange Act), other than AmSurg or a wholly owned
     subsidiary of AmSurg or an employee benefit plan of AmSurg or any of its
     subsidiaries, becomes the beneficial owner of AmSurg securities having 35%
     or more of the combined voting power of all AmSurg securities that may be
     cast in the election of directors of AmSurg;
 
          b. as a result of or in connection with a cash tender or exchange
     offer, merger or other business combination, sale of assets or contested
     election, or any combination of the foregoing transactions, less than a
     majority of the combined voting power of the then outstanding securities of
     AmSurg or any successor entity entitled to vote generally in the election
     of directors of AmSurg or any such successor are held in the aggregate by
     holders of AmSurg securities entitled to vote generally in the election of
     directors of AmSurg immediately prior to such transaction;
 
          c. during any period of two consecutive years, individuals who at the
     beginning of such period constitute the Board of Directors cease for any
     reason to constitute the majority thereof, unless the election or
     nomination for election of such individuals was approved by a vote of at
     least two-thirds of the directors then still in office who were directors
     at the beginning of such period;
 
          d. the Plan Committee determines that a potential change in control
     has occurred as a result of either (i) shareholder approval of an agreement
     that would result in one of the events described above or (ii) the
     acquisition of beneficial ownership by any person, entity or group (other
     than AmSurg, any of its subsidiaries or any AmSurg employee benefit plan)
     of AmSurg securities representing 5% or more of the combined voting power
     of the outstanding AmSurg securities;
 
          e. in addition to any other restrictions on transfer that may be
     applicable under the terms of the 1997 Incentive Plan or the applicable
     award agreement, no stock option, SAR, restricted stock award, other
     stock-based award or Outside Director Restricted Stock award or other right
     issued under the 1997 Incentive Plan is transferable by the participant
     without the prior written consent of the Plan Committee,
 
                                       60

<PAGE>   68
 
     or, in the case of an Outside Director, the Board, other than (i) transfers
     by a participant to a member of his or her Immediate Family (as that term
     is defined in the 1997 Incentive Plan) or a trust for the benefit of the
     participant or a member of his or her Immediate Family or (ii) transfers by
     will or by the laws of descent and distribution (the designation of a
     beneficiary will not constitute a transfer); or
 
          f. the Plan Committee may, at or after grant, condition the receipt of
     any payment in respect of any award or the transfer of any shares subject
     to an award on the satisfaction of a six-month holding period, if such
     holding period is required for compliance with Section 16 under the
     Exchange Act.
 
     Following the occurrence of any event that would result in the acceleration
of vesting and exercisability as described above, the holders of stock options
and other rights (to the extent that they have been held for any required
holding period pursuant to Section 16 of the Exchange Act in the case of options
and other rights held by executive officers and directors or other persons
subject to such Section) will, unless otherwise determined by the Plan
Committee, receive cash equal to the difference between the highest price paid
per share of Class A Common Stock in any transaction during the 60 days prior to
the change in control or potential change in control event and the exercise
price of the option or other right.
 
     The 1997 Incentive Plan may be amended, altered or discontinued by the
Board of Directors of AmSurg to the fullest extent permitted by the Exchange Act
and the rules and regulations promulgated thereunder; provided, however, that no
amendment, alteration or discontinuation may be made which would (a) impair the
rights of an optionee or participant without the optionee's or participant's
consent or (b) require shareholder approval pursuant to any other applicable law
or regulation. The Board of Directors may not, without the approval of the
stockholders of AmSurg, make any amendment to or alteration of the 1997
Incentive Plan which would (a) except as a result of the provisions of Section
3(c) of the 1997 Incentive Plan, increase the maximum number of shares that may
be issued under the 1997 Incentive Plan or increase the Section 162(m) Maximum
(as defined in the 1997 Incentive Plan), (b) change the provisions governing
incentive stock options except as required or permitted under the provisions
governing incentive stock options under the Code, or (c) make any change for
which applicable law or regulatory authority would require stockholder approval
or for which stockholder approval would be required to secure full deductibility
of compensation received under the 1997 Incentive Plan under Section 162(m) of
the Code.
 
     The 1997 Incentive Plan will expire on the tenth anniversary of its
effective date.
 
Other Stock Options
 
     AmSurg also has granted non-qualified stock options for the purchase of
18,000 shares of Class A Common Stock to certain non-employee directors of
AmSurg and to AmSurg's Medical Director and Associate Medical Director. The
options granted will vest in four equal annual installments, will expire 10
years from the date of grant, and are exercisable at an average exercise price
of approximately $4.62 per share. In the event of certain fundamental changes to
AmSurg (including liquidation, dissolution, merger, reorganization or sale of
all or substantially all of the assets of AmSurg), the stock options shall
immediately vest and be fully exercisable by the optionees.
 
                                       61

<PAGE>   69
 
                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
MANAGEMENT AGREEMENT
 
     On the Distribution Date, AmSurg and AHC will enter into the Management
Agreement pursuant to which AHC will provide certain financial and accounting
services to AmSurg and its subsidiaries on a transitional basis, with the intent
that AmSurg is to 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 AmSurg). For a detailed summary of the Management
Agreement see "THE DISTRIBUTION -- The Management Agreement." The terms of the
Management Agreement were reviewed and approved by the Special Committee.
 
ADMINISTRATIVE SERVICES AGREEMENT
 
     Until December 31, 1996, AmSurg and AHC were parties to a 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 AmSurg, and AHC provided accounting, financial and
administrative services for the operations of AmSurg and each of the ambulatory
surgery centers managed by AmSurg. For these services, AmSurg paid AHC an annual
fee of approximately $100,000, plus $8,000 per year for administrative,
accounting and financial services relating to the AmSurg corporate operations
and $4,000 per year for services related to each ambulatory surgery center in
operation. Such fees were subject to adjustment as mutually agreed by the
parties, but such adjustment would not be less than a minimum increase equal to
the annual change in the CPI. The actual amounts paid by AmSurg to AHC under the
1992 Letter Agreement for the years ended December 31, 1994, 1995 and 1996 were
$151,846, $186,215 and $213,820, respectively. The annual fees paid to AHC were
not inclusive of costs associated with outside professional tax advisors or
independent accountants. By letter agreement dated January 1, 1997 (the "1997
Letter Agreement"), AHC and AmSurg agreed to continue, on a modified basis, the
administrative services arrangements provided under the 1992 Letter Agreement.
Under the 1997 Letter Agreement, AmSurg has 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 are the general
supervision of the business of AmSurg and the provision of advice and
consultation regarding the financial, accounting and administration aspects of
AmSurg's business. The new arrangement also provides that AHC will provide the
services it provided under the 1992 Letter Agreement to each AmSurg ambulatory
surgery center, physician practice and specialty physician network. The fixed
fee for such services is $4,166.67 per month plus $625 per month for each
ambulatory surgery center in operation and $1,250 per month for the corporate
office and each physician practice. The amount paid per month for the specialty
physician networks will be mutually agreed upon by AHC and AmSurg. The 1997
Letter Agreement shall terminate upon the earlier to occur of (i) the mutual
agreement of the parties; (ii) the date on which Class A Common Stock begins to
trade publicly; or (iii) December 31, 1997.
 
ADVISORY AGREEMENTS
 
     On the Distribution Date, AmSurg and each of Thomas G. Cigarran and Henry
D. Herr will be subject to an Advisory Agreement (the "Advisory Agreements"),
pursuant to which Messrs. Cigarran and Herr will provide certain continuing
services to AmSurg for two years following the Distribution Date. Immediately
prior to the Distribution Date, Mr. Cigarran served as Chairman of the Board of
AmSurg, and Mr. Herr served as Vice President and Secretary of AmSurg. Pursuant
to the Advisory Agreements, Messrs. Cigarran and Herr will provide advisory
services to the senior management of AmSurg in the areas of strategy,
operations, management and organizational development. As compensation for these
services, AmSurg will pay compensation of $200,000 to Mr. Cigarran and $150,000
to Mr. Herr during the two-year term of the Advisory Agreements. The
compensation will be payable in shares of Class A Common Stock, which shares
will be issued as restricted stock pursuant to the terms of the 1997 Incentive
Plan. One-third of the shares to be paid as compensation will vest immediately,
one-third will vest upon the first anniversary of the Distribution and the
remaining one-third of the shares will vest on the second anniversary of the
Distribution.
 
                                       62

<PAGE>   70
 
The Advisory Agreements provide that Messrs. Cigarran and Herr will not sell the
shares of AmSurg Common Stock received pursuant to the agreement until the
second anniversary of the Distribution, subject to certain limited exceptions.
The Advisory Agreements also contain certain non-compete and confidentiality
provisions. In addition, Messrs. Cigarran and Herr will be eligible to receive
compensation as Outside Directors. Messrs. Cigarran and Herr will also be
entitled to indemnification as provided in the Indemnification Agreement that
each will enter into with AmSurg on the Distribution Date. The terms of the
Advisory Agreements were reviewed and approved by the Special Committee.
 
LEASE ARRANGEMENT
 
     Pursuant to a sublease dated June 9, 1996 between AHC and AmSurg (the
"Sublease"), AmSurg leases approximately 15,417 square feet of space from AHC in
Nashville, Tennessee where AmSurg's corporate headquarters are located. AHC
passes through the cost of such leased space to AmSurg, and AmSurg is required
to make an aggregate of $960,820 in rental payments to AHC over the term of the
Sublease which expires December 31, 1999.
 
OTHER ARRANGEMENTS
 
     Bergein F. Overholt, M.D. is a director of AmSurg, and President and a 14%
owner of The Endoscopy Center. The Endoscopy Center is a limited partner and
AmSurg is the general partner and majority owner of The Endoscopy Center of
Knoxville, L.P., which owns and operates an ambulatory surgery center. The
aggregate amount of distributions made by The Endoscopy Center of Knoxville,
L.P. to The Endoscopy Center in 1996 was $1,028,000, of which Dr. Overholt
received his pro rata ownership percentage. On March 7, 1997, the AmSurg Board
of Directors approved the sale to Steven Geringer of 8,460 shares of AmSurg
common stock for an aggregate purchase price of $50,000 in connection with his
joining the AmSurg Board of Directors.
 
                                       63

<PAGE>   71
 
                         SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT
 
     The following tables set forth the "beneficial ownership" (as that term is
defined in the rules of the SEC) of the capital stock of AmSurg immediately
after the Distribution of (a) each director and Named Executive Officer of
AmSurg, both individually and as a group, and (b) each other person expected to
be a "beneficial owner" of more than five percent (5%) of any class of capital
stock of AmSurg immediately after the Distribution, based in each case on
information available to AmSurg and AHC as to ownership of capital stock of
AmSurg and AHC on January 31, 1997. Except as otherwise indicated, AmSurg
stockholders after the Distribution listed in the table have (or will have) sole
voting and investment power with respect to the stock owned (or to be owned) by
them. Pursuant to the SEC's beneficial ownership rules, a person is treated as
the beneficial owner of shares that may be acquired under options that are
exercisable within 60 days as of January 31, 1997.
 
                                  COMMON STOCK
 

<TABLE>
<CAPTION>
                                                 CLASS A        PERCENT      CLASS B(2)     PERCENT
                   NAME                      COMMON STOCK(1)    OF CLASS    COMMON STOCK    OF CLASS
                   ----                      ---------------    --------    ------------    --------
<S>                                          <C>                <C>         <C>             <C>
Pioneering Management Corp.(3).............            0            --         542,271         9.8%
Waddell & Reed, Inc.(4)....................            0            --         363,630         6.6
William C. Weaver, III(5)..................      490,269(6)       11.4%         18,344           *
Ken P. McDonald............................       28,333(7)          *               0          --
Claire M. Gulmi............................       10,000(8)          *               0          --
Royce D. Harrell...........................       81,708(9)        1.9               0          --
Rodney H. Lunn.............................      240,681(10)       5.6              69           *
David L. Manning...........................      233,583(11)       5.4               0          --
Thomas G. Cigarran(12).....................            0            --         424,566         7.7
James A. Deal..............................            0            --         208,901         3.8
Steven I. Geringer.........................            0            --               0          --
Debora A. Guthrie..........................            0            --           1,035           *
Henry D. Herr(13)..........................            0            --         263,659         4.8
Bergein F. Overholt, M.D...................      116,010(14)       2.7             396           *
All directors and executive officers as a
  group (11 persons).......................      710,315          16.6%        898,626        16.2%
</TABLE>

 
- ---------------
 
  * Less than 1%.
 
 (1) Includes shares issuable within 60 days of January 31, 1997 upon the
     exercise of presently outstanding options.
 (2) Does not include shares of Class B Common Stock which would be received in
     the Distribution in respect of additional shares of AHC Common Stock that
     would be issued if AHC options exercisable within 60 days of January 31,
     1997 are exercised prior to the Distribution.
 (3) The address of Pioneering Management Corp. is 60 State Street, Boston, MA
     02109. Information with respect to stock ownership of Pioneering Management
     Corp. is based upon the Schedule 13G dated January 3, 1996 filed with the
     SEC with respect to ownership of AHC stock.
 (4) The address of Waddell & Reed, Inc. is 6300 Lamar Avenue, P.O. Box 29217,
     Shawnee Mission, KS 66201-9217. Information with respect to stock ownership
     of Waddell & Reed, Inc. is based upon the Schedule 13G dated February 14,
     1996 filed with the SEC with respect to ownership of AHC stock.
 (5) The address of Mr. Weaver is 4406 Chickering Lane, Nashville, TN 37215.
 (6) Includes 200,000 shares held in trust for the benefit of Mr. Weaver's three
     children and currently exercisable options for the purchase of 1,250 shares
     of Class A Common Stock.
 (7) Represents currently exercisable options for the purchase of 28,333 shares
     of Class A Common Stock.
 (8) Represents currently exercisable options for the purchase of 10,000 shares
     of Class A Common Stock.
 (9) Represents currently exercisable options for the purchase of 81,708 shares
     of Class A Common Stock.
 
                                       64

<PAGE>   72
 
(10) Includes 1,000 shares held in trust for the benefit of Mr. Lunn's children
     and currently exercisable options for the purchase of 179,916 shares of
     Class A Common Stock.
(11) Includes currently exercisable options for the purchase of 181,583 shares
     of Class A Common Stock.
(12) The address of Mr. Cigarran is One Burton Hills Blvd., Nashville, TN 37215.
(13) The address of Mr. Herr is One Burton Hills Blvd., Nashville, TN 37215.
(14) Includes 4,333 shares owned by The Endoscopy Center, Knoxville, Tennessee,
     and 6,666 shares owned by Gastrointestinal Associates, P.C. Dr. Overholt is
     a partner of the Endoscopy Center and President of Gastrointestinal
     Associates, P.C. Also, includes currently exercisable options for the
     purchase of 2,083 shares of Class A Common Stock, 20,100 shares held in
     trust for Dr. Overholt's grandchildren, and 2,924 shares for which Dr.
     Overholt is custodian on behalf of a minor.
 
                                PREFERRED STOCK
 

<TABLE>
<CAPTION>
                                                  SERIES A                       SERIES B
                                                 REDEEMABLE       PERCENT       CONVERTIBLE      PERCENT
NAME AND ADDRESS                               PREFERRED STOCK    OF CLASS    PREFERRED STOCK    OF CLASS
- ----------------                               ---------------    --------    ---------------    --------
<S>                                            <C>                <C>         <C>                <C>
Electra Investment Trust P.L.C...............      363,637          72.7%         303,030          72.7%
  65 Kingsway
  London, England WC 2B 6QT
Capitol Health Partners, L.P.................       90,909(1)       18.2           75,757(1)       18.2
  3000 P Street, N.W.
  Washington, D.C. 20005
Michael E. Stephens..........................       45,454           9.1           37,879           9.1
  One Perimeter Park South
  Suite 100N
  Birmingham, AL 35243
</TABLE>

 
- ---------------
 
(1) Debora A. Guthrie, a director of AmSurg, is President and Chief Executive
     Officer of the general partner of Capitol Health Partners, L.P. and
     disclaims beneficial ownership of the shares.
 
                                       65

<PAGE>   73
 
                          DESCRIPTION OF CAPITAL STOCK
 
AUTHORIZED CAPITAL STOCK
 
     Upon the Distribution Date, AmSurg will be authorized to issue 25,000,000
shares of its Class A Common Stock, 5,540,000 shares of its Class B Common Stock
and 5,000,000 shares of preferred stock, no par value. Based on ownership of
AmSurg and AHC Common Stock as of January 31, 1997, 3,803,943 shares of AmSurg
Class A Common Stock and 5,530,131 shares of AmSurg Class B Common Stock are
expected to be outstanding immediately following the Distribution, all of which
will be validly issued, fully paid and nonassessable. Based on ownership of
AmSurg and AHC Common Stock as of January 31, 1997, there are expected to be 201
holders of record of Class A Common Stock and 135 holders of record and 2,550
beneficial owners of Class B Common Stock immediately following the
Distribution. As of January 31, 1997, 500,000 shares of Series A Preferred Stock
and 416,666 shares of Series B Preferred Stock were outstanding, all of which
were validly issued, fully paid and non-assessable. There are three holders of
the Series A Preferred Stock and three holders of the Series B Preferred Stock.
AmSurg may issue preferred stock from time to time in one or more series, each
such series to be so designated as to distinguish the shares thereof from the
shares of all other series and classes. The Board of Directors is vested with
the authority to divide any or all classes of authorized but unissued preferred
stock into series and to fix and determine the relative rights and preferences
of the shares of any series so established. Based on options to purchase AmSurg
Common Stock as of January 31, 1997, stock options for the purchase of 906,783
shares of Class A Common Stock are expected to be outstanding immediately
following the Distribution, of which options to purchase 599,004 shares of Class
A Common Stock having an average exercise price of $2.61 per share are expected
to be currently exercisable. The options granted will vest in four equal annual
installments, and will expire 10 years from the date of grant. In the event of
certain fundamental changes to AmSurg (including liquidation, dissolution,
merger, reorganization or sale of all or substantially all of the assets of
AmSurg), the stock options shall immediately vest and be fully exercisable by
the optionees. On February 7, 1997 and March 7, 1997, the Board of Directors
approved grants of options to purchase 117,166 shares of Class A Common Stock to
various AmSurg employees at a per share exercise price of $5.91 pursuant to the
1997 Incentive Plan. The February 7 and March 7, 1997 grants and the 1997
Incentive Plan are subject to AmSurg stockholder approval at the stockholder
meeting scheduled to be held on May   , 1997.
 
     Based on ownership of AmSurg and AHC Common Stock as of January 31, 1997,
the AmSurg executive officers and directors or their affiliates are expected to
beneficially own approximately 16.6% of the outstanding Class A Common Stock and
16.2% of the Class B Common Stock immediately following the Distribution. The
holders of Class A Common Stock and the Class B Common Stock are entitled to
receive such dividends, if any, as may be declared from time to time by the
Board of Directors in its discretion from funds legally available therefor. No
dividends have been paid to date and the management of AmSurg does not
anticipate dividends being paid in the foreseeable future.
 
     The following summary of certain terms of AmSurg's capital stock describes
material provisions of, but does not purport to be complete and is subject to
and qualified in its entirety by, the AmSurg Charter, the AmSurg Bylaws, and
applicable provisions of Tennessee corporate law (including but not limited to
the TBCA) and assumes the approval of the Amended and Restated Charter by the
AmSurg stockholders.
 
     Class A Common Stock.  The holders of Class A Common Stock are entitled to
one vote per share on all matters to be submitted to a vote of the stockholders
and are not entitled to cumulative voting in the election of directors. Subject
to prior dividend rights and sinking fund or redemption or purchase rights which
may be applicable to any outstanding preferred stock, the holders of Class A
Common Stock are entitled to share ratably with the shares of Class B Common
Stock in such dividends, if any, as may be declared from time to time by the
Board of Directors in its discretion out of funds legally available therefor.
The holders of Class A Common Stock are entitled to share ratably with the
shares of Class B Common Stock in any assets remaining after satisfaction of all
prior claims upon liquidation of AmSurg, including prior claims of any
outstanding preferred stock. AmSurg's Charter does not give holders of Class A
Common Stock any preemptive or other subscription rights, and Class A Common
Stock is not redeemable at the option of the holders, does not have any
conversion rights, and is not subject to call. The rights, preferences and
privileges of holders of Class A
 
                                       66

<PAGE>   74
 
Common Stock are subject to, and may be adversely affected by, the rights of
holders of shares of the Series A Preferred Stock and Series B Preferred Stock
and any other series of preferred stock that AmSurg may designate and issue in
the future.
 
     Class B Common Stock.  The holders of Class B Common Stock are entitled to
seven votes per share in the election of the Board of Directors of AmSurg and
are not entitled to cumulative voting in the election of such directors. The
holders of Class B Common Stock are entitled to one vote per share on all other
matters to be submitted to a vote of the stockholders. The holders of Class B
Common Stock are entitled to vote separately as a group with respect to (i)
amendments to AmSurg's Charter that alter or change the powers, preferences or
special rights of the holders of Class B Common Stock so as to affect them
adversely and (ii) such other matters as may require separate group voting under
the TBCA. Following the Distribution, upon the sale or transfer of any share of
Class B Common Stock, including transfers by gift, such share will automatically
convert into a newly-issued share of Class A Common Stock. However, transfers of
the Class B Common Stock by pledge or from a beneficial owner into a street name
for such beneficial owner, from a street name to the beneficial owner and from
one street name to another street name for the same beneficial owner will not
constitute a transfer which would cause the conversion of the Class B Common
Stock into Class A Common Stock. Subject to prior dividend rights and sinking
fund or redemption or purchase rights which may be applicable to any outstanding
preferred stock, the holders of Class B Common Stock are entitled to share
ratably with the shares of Class A Common Stock in such dividends, if any, as
may be declared from time to time by the Board of Directors in its discretion
out of funds legally available therefor. The holders of Class B Common Stock are
entitled to share ratably with the shares of Class A Common Stock in any assets
remaining after satisfaction of all prior claims upon liquidation of AmSurg,
including prior claims of any outstanding preferred stock. AmSurg's Charter does
not give holders of Class B Common Stock preemptive or other subscription
rights, and Class B Common Stock is not redeemable at the option of the holders,
and is not subject to call. The rights, preferences and privileges of holders of
AmSurg Class B Common Stock are subject to, and may be adversely affected by,
the rights of holders of shares of any series of preferred stock that AmSurg may
designate and issue in the future.
 
     Dividend Policy.  AmSurg has not declared a cash dividend on the shares of
AmSurg common stock during its two most recent fiscal years. AmSurg does not
currently intend to declare or pay a cash dividend on the shares of Class A
Common Stock or the Class B Common Stock. In addition, the payment of cash
dividends in the future will depend on AmSurg's earnings, financial condition,
capital needs and other factors deemed relevant by the AmSurg Board of
Directors, including corporate law restrictions on the availability of capital
for the payment of dividends, the rights of holders of any series of preferred
stock that may hereafter be issued and the limitations, if any, on the payment
of dividends under any documents relating to equity investments, then-existing
credit facilities or other indebtedness. Pursuant to the Amended and Restated
Loan Agreement dated as of June 25, 1996 between AmSurg and SunTrust Bank (the
"Loan Agreement"), AmSurg is prohibited from declaring or paying any dividend to
any person other than itself or a subsidiary. It is the current intention of the
Board of Directors to retain earnings, if any, in order to finance the
operations and expansion of AmSurg's business.
 
     Preferred Stock.  AmSurg is authorized to issue 5,000,000 shares of
undesignated preferred stock, no par value. AmSurg has established and
designated two series of shares out of the 5,000,000 authorized shares. On
November 20, 1996, AmSurg issued 500,000 shares of Series A Preferred Stock for
a purchase price of $6.00 per share and 416,666 shares of Series B Preferred
Stock for a purchase price of $6.00 per share.
 
     Series A Redeemable Preferred Stock.  The holders of Series A Preferred
Stock are entitled to .25 votes per share on all matters to be voted on by
stockholders. The holders of Series A Preferred Stock and Series B Preferred
Stock vote as a separate class on certain matters, and together are entitled to
elect and remove one director to the Board of Directors, in the event that there
has not been a Qualified IPO (as defined in the AmSurg Charter) by May 31, 2000.
The holders of Series A Preferred Stock and Series B Preferred Stock are each
entitled to vote as a separate class, and the affirmative vote of two-thirds of
the outstanding shares of each separate class is required, for any amendment,
modification or waiver with respect to the designation of the Series A Preferred
Stock and Series B Preferred Stock and with respect to any changes in the
capitalization and number of shares of any class of capital stock. The holders
of Series A Preferred Stock have
 
                                       67

<PAGE>   75
 
the right to receive annually, beginning after November 20, 1998, cash dividends
of $0.48 per share. In addition, upon certain events of default by AmSurg, the
holders of the Series A Preferred Stock have the right to a cash dividend of
$0.84 per share until such default has been cured. All dividends are cumulative.
Upon any voluntary or involuntary liquidation, dissolution or winding up of
AmSurg, the holders of the Series A Preferred Stock will be entitled to be paid
in cash the purchase price of their shares plus any accrued and unpaid dividends
(the "Liquidation Value"), before any distribution or payment is made upon any
other junior securities, including the Series B Preferred Stock. In the event
AmSurg subdivides or combines the outstanding shares of any class of AmSurg
common stock, the Series A Preferred Stock shall automatically be combined or
subdivided so that following such an event, the conversion rate, ownership
interests and voting interests of the Series A Preferred Stock are equitably
preserved. The holders of the Series A Preferred Stock are entitled to convert,
at the then current market price per share of the Class A Common Stock, into
shares of Class A Common Stock for a period of 30 days, any or all of their
shares of Series A Preferred Stock into Class A Common Stock upon the earlier to
occur of (a) 60 days after a Spin-off and (b) a Qualified IPO, as those terms
are defined in the AmSurg Charter. The Distribution will constitute a Spin-off.
The outstanding shares of Series A Preferred Stock are mandatorily redeemable at
a price equal to the Liquidation Value on the earliest to occur of (a) the sale,
lease or disposition by AmSurg of all or substantially all of its assets (an
"AmSurg Sale"); (b) a merger or consolidation of AmSurg with or into another
entity; (c) the sale, transfer or other disposition of all or substantially all
of the capital stock of AmSurg; (d) a Qualified IPO; or (e) November 20, 2002.
In addition, AmSurg may redeem, at any time upon 45 days written notice, all or
part of the outstanding shares of Series A Preferred Stock at a price equal to
the Liquidation Value.
 
     Series B Convertible Preferred Stock.  The holders of the Series B
Preferred Stock initially are entitled to 1.05 votes per share on all matters to
be voted on by stockholders. In the event the aggregate number of fully diluted
shares of Class A Common Stock into which the Series B Preferred Stock is
convertible increases above 599,215, the aggregate voting rights of the holders
of the Series B Preferred Stock will be increased by one vote for each
additional fully diluted share over 599,215. The holders of the Series B
Preferred Stock have the right to receive such dividends as may be declared from
time to time by the Board of Directors from funds legally available therefor. In
the event AmSurg subdivides or combines the outstanding shares of any class of
AmSurg common stock, the Series B Preferred Stock shall automatically be
combined or subdivided so that following such an event, the conversion rate,
ownership interests and voting interests of the Series B Preferred Stock are
equitably preserved. The Series B Preferred Stock is junior to the Series A
Preferred Stock and senior to the Class A Common Stock and Class B Common Stock
with respect to the liquidation preference. In the event of an AmSurg Sale or a
Qualified IPO, all of the issued and outstanding shares of Series B Preferred
Stock shall automatically convert into Class A Common Stock at a rate that will
result in the holders of the Series B Preferred Stock holding that number of
shares of Class A Common Stock that approximates 6% of the equity of AmSurg
determined as of November 20, 1996, with that percentage being ratably increased
to 8% of the equity of AmSurg if a triggering event has not occurred by November
20, 2000. In the event that AmSurg reorganizes pursuant to a Spin-off or
otherwise, reclassifies its capital stock, consolidates or merges with or into
another corporation, or sells, transfers or otherwise disposes of all of its
property, assets or business to another corporation other than in an AmSurg
Sale, all of the issued and outstanding shares of Series B Preferred Stock may
be converted into shares of Class A Common Stock. If by November 20, 2002 there
shall not have occurred an AmSurg Sale or a Qualified IPO, then the holders of
Series B Preferred Stock shall have the right to require AmSurg to purchase all
of the issued and outstanding shares of Series B Preferred Stock on an as if
converted basis at the current market price of the underlying Class A Common
Stock.
 
     Transfer Agent and Registrar.  SunTrust Bank, Atlanta will be the transfer
agent and registrar for the AmSurg Common Stock.
 
                                       68

<PAGE>   76
 
1992 STOCKHOLDERS' AGREEMENT
 
     AHC, as a founding stockholder of AmSurg, along with certain private
investors, are parties to a stockholders' agreement dated as of April 2, 1992
(the "1992 Stockholders' Agreement"). In connection with an equity financing of
AmSurg Preferred Stock in November 1996, the 1992 Stockholders' Agreement was
amended to include the purchasers of AmSurg Preferred Stock. The 1992
Stockholders' Agreement provides for certain rights of first refusal with
respect to any shares that AmSurg proposes to issue and co-sale rights among the
stockholders subject thereto. These stockholders also have a right of first
refusal, subject to certain exceptions, to acquire shares of another
stockholder, on a pro rata basis, on the same terms and conditions as are set
forth in a proposed sale transaction with a third party. If a Qualified IPO does
not occur by May 31, 2000, the stockholders have also agreed to vote for a
director selected by the AmSurg Preferred Stock. The 1992 Stockholders'
Agreement, other than certain provisions with respect to the election of
directors after May 31, 2000, will be terminated on the effective date of the
Distribution.
 
REGISTRATION AGREEMENT
 
     AHC and certain private investors entered into a Registration Agreement
dated April 2, 1992, as amended (the "Registration Agreement"). Pursuant
thereto, the holders of at least 66 2/3% of certain of the Registrable Shares
after a Qualified Initial Public Offering (as those terms are defined in the
Registration Agreement), may by written notice demand registration on Form S-1
or any similar long-form registration under the Securities Act of up to all of
the Registrable Shares owned by such holders. These holders of Registrable
Shares are entitled to only one such long-form demand registration. In
connection with an equity financing of AmSurg Preferred Stock in November 1996,
the purchasers of the AmSurg Preferred Stock became parties to the Registration
Agreement. As a result, shares of Class A Common Stock issued upon conversion of
the Series A Preferred Stock and the Series B Preferred Stock have been included
in the definition of Registrable Shares, and as such, have certain registration
rights. The holders of the Series A Preferred Stock and Series B Preferred Stock
are entitled to two long-form demand registrations. In addition, any holder or
holders of Registrable Shares may demand registration of any or all of their
Registrable Shares on or after the date upon which AmSurg has become entitled as
a registrant to use Form S-3 or any similar short-form registration. This
short-form demand registration right may be invoked on unlimited occasions,
provided the aggregate offering value of the Registrable Shares requested to be
registered is at least $1,000,000. The stockholders are also entitled to
unlimited "piggyback" registration rights whenever AmSurg proposes to register
any of its securities under the Securities Act (other than on Forms S-4 or S-8
or any successor forms). These "piggyback" registration rights entitle these
stockholders to include any of their Registrable Shares in any registration
statement which AmSurg proposes to file, subject to certain limitations
generally imposed by the managing underwriter regarding the number of shares to
be included in the offering.
 
STOCKHOLDERS' AGREEMENTS
 
     Substantially all stockholders who purchased common stock of AmSurg in
connection with AmSurg's acquisitions of ambulatory surgery centers and other
investments have entered into stockholders' agreements with AmSurg. These
stockholders' agreements limit the ability of the stockholders to dispose of the
AmSurg Common Stock that they own without obtaining the prior written consent of
AmSurg. The stockholders' agreements also prohibit the stockholders from
effecting any public sale or distribution of the AmSurg Common Stock for 180
days following the effective date of any underwritten sale registered under the
Securities Act by AmSurg of its securities for its own account. The AmSurg Board
of Directors waived the 180 day holdback provision at its March 7, 1997 meeting,
subject to completion of the Distribution. In addition, the stockholders'
agreements provide for "piggyback" registration rights. See "SHARES ELIGIBLE FOR
FUTURE SALE." Except with respect to the registration rights of such
stockholders, the stockholders' agreements terminate on the earlier of the
closing of an Initial Public Offering or an Approved Sale of AmSurg (as those
terms are defined in the stockholders' agreements) or 10 years from the date of
such agreements. The registration rights granted pursuant to the stockholders'
agreements terminate upon the later of three years after the date of the
stockholders' agreement or six months following the closing of an Initial Public
Offering.
 
                                       69

<PAGE>   77
 
CERTAIN PROVISIONS OF THE CHARTER, BYLAWS, AND TENNESSEE LAW
 
     General.  The provisions of the Charter, the Bylaws, and Tennessee
statutory law described in this section may delay or make more difficult
acquisitions or changes of control of AmSurg that are not approved by the Board
of Directors. Such provisions have been implemented to enable AmSurg,
particularly (but not exclusively) in the initial years of its existence as an
independent, publicly-owned company, to develop its business in a manner that
will foster its long-term growth without the disruption of the threat of a
takeover not deemed by the Board of Directors to be in the best interests of
AmSurg and its stockholders.
 
     Classified Board of Directors.  The Bylaws provide that the number of
directors shall be no fewer than three or more than nine, with the exact number
to be established by the Board of Directors and subject to change from time to
time as determined by the Board of Directors. The AmSurg Charter provides for
the classification of the Board of Directors. Under the terms of the AmSurg
Charter, the members of the Board of Directors are divided into three classes,
serving staggered three-year terms. As a result, one-third of AmSurg's Board of
Directors will be elected each year. See "MANAGEMENT OF AMSURG." This provision
could prevent a party who acquires control of a majority of the outstanding
voting stock from obtaining control of AmSurg's Board of Directors until the
second annual shareholders' meeting following the date the acquiror obtains the
controlling stock interest. This provision may have the effect of discouraging a
potential acquiror from making a tender offer or otherwise attempting to obtain
control of AmSurg, and could also increase the likelihood that incumbent
directors will retain their positions.
 
     The Charter provides that directors may be removed only for "cause" and
only by the affirmative vote of the holders of a majority of the voting power of
all the shares of AmSurg's capital stock then entitled to vote in the election
of directors, voting together as a single class, unless the vote of a special
voting group is otherwise required by law. "Cause" is defined in the Charter as:
(i) a felony conviction of a director or the failure of a director to contest
prosecution for a felony; (ii) conviction of a crime involving moral turpitude;
or (iii) willful and continued misconduct or gross negligence by a director in
the performance of his or her duties as a director. This provision, in
conjunction with the provision of the Bylaws authorizing the Board of Directors
to fill vacant directorships, may prevent stockholders from removing incumbent
directors without cause and filling the resulting vacancies with their own
nominees.
 
     Advance Notice for Stockholder Proposals or Making Nominations at
Meetings.  The Bylaws establish an advance notice procedure for stockholder
proposals to be brought before a meeting of stockholders of AmSurg and for
nominations by stockholders of candidates for election as directors at an annual
meeting or a special meeting at which directors are to be elected. Subject to
any other applicable requirements, only such business may be conducted at a
meeting of stockholders as has been brought before the meeting by, or at the
direction of, the Board of Directors, or by a stockholder who has given to the
Secretary of AmSurg timely written notice in proper form, of the stockholder's
intention to bring that business before the meeting. The presiding officer at
such meeting has the authority to make such determinations. Only persons who are
selected and recommended by the Board of Directors, or the committee of the
Board of Directors designated to make nominations, or who are nominated by a
shareholder who has given timely written notice, in proper form, to the
Secretary prior to a meeting at which directors are to be elected will be
eligible for election as directors of AmSurg.
 
     To be timely, notice of nominations or other business to be brought before
any meeting must be received by the Secretary of AmSurg not later than 120 days
in advance of the anniversary date of AmSurg's proxy statement for the previous
year's annual meeting or, in the case of special meetings, at the close of
business on the tenth day following the date on which notice of such meeting is
first given to shareholders.
 
     The notice of any shareholder proposal or nomination for election as
director must set forth various information required under the Bylaws. The
person submitting the notice of nomination and any person acting in concert with
such person must provide, among other things, the name and address under which
they appear on AmSurg's books (if they so appear) and the class and number of
shares of AmSurg's capital stock that are beneficially owned by them.
 
                                       70

<PAGE>   78
 
     Amendment of the Bylaws and Charter.  Except with respect to amendments to
the Bylaws or Charter relating to the classified structure of the Board of
Directors which are required to be approved by the affirmative vote of
two-thirds of the voting power of the shares entitled to vote in the election of
directors, the Bylaws provide that a majority of the members of the Board of
Directors who are present at any regular or special meeting or the holders of a
majority of the voting power of all shares of AmSurg's capital stock represented
at a regular or special meeting have the power to amend, alter, change, repeal,
or restate the Bylaws.
 
     Except as may be set forth in resolutions providing for any class or series
of preferred stock, any proposal to amend, alter, change, or repeal any
provision of the Charter requires approval by the affirmative vote of both a
majority of the members of the Board of Directors then in office and the holders
of a majority of the voting power of all of the shares of AmSurg's capital stock
entitled to vote on the amendments, with stockholders entitled to dissenters'
rights as a result of the Charter amendment voting together as a single class.
The Series A Preferred Stock and Series B Preferred Stock are each entitled to
vote as a separate class in connection with the approval of any amendment to the
Charter which would amend, modify or waive the rights of the holders of the
Series A Preferred Stock or Series B Preferred Stock and any such amendment is
required to be approved by the affirmative vote of at least two-thirds of the
outstanding shares of each class of preferred stock. Stockholders entitled to
dissenters' rights as a result of a Charter amendment are those whose rights
would be materially and adversely affected because the amendment (i) alters or
abolishes a preferential right of the shares; (ii) creates, alters, or abolishes
a right in respect of redemption; (iii) alters or abolishes a preemptive right;
(iv) excludes or limits the right of the shares to vote on any matter, or to
cumulate votes other than a limitation by dilution through issuance of shares or
other securities with similar voting rights; or (v) reduces the number of shares
held by such holder to a fraction if the fractional share is to be acquired for
cash. In general, however, no stockholder is entitled to dissenters' rights if
the security he or she holds is listed on a national securities exchange or the
Nasdaq National Market.
 
     Tennessee Law.  The Tennessee Business Combination Act (the "Combination
Act") provides, among other things, that any corporation to which the
Combination Act applies, including AmSurg, shall not engage in any "business
combination" with an "interested stockholder" for a period of five years
following the date that such stockholder became an interested stockholder unless
prior to such date the board of directors of the corporation approved either the
business combination or the transaction which resulted in the stockholder
becoming an interested stockholder.
 
     The Combination Act defines "business combination," generally, to mean any:
(i) merger or consolidation; (ii) share exchange; (iii) sale, lease, exchange,
mortgage, pledge, or other transfer (in one transaction or a series of
transactions) of assets representing 10% or more of (A) the market value of
consolidated assets, (B) the market value of the corporation's outstanding
shares or (C) the corporation's consolidated net income; (iv) issuance or
transfer of shares from the corporation to the interested stockholder; (v) plan
of liquidation; (vi) transaction in which the interested stockholder's
proportionate share of the outstanding shares of any class of securities is
increased; or (vii) financing arrangements pursuant to which the interested
stockholder, directly or indirectly, receives a benefit except proportionately
as a stockholder.
 
     The Combination Act defines "interested stockholder," generally, to mean
any person who is the beneficial owner, either directly or indirectly, of 10% or
more of any class or series of the outstanding voting stock, or any affiliate or
associate of the corporation who has been the beneficial owner, either directly
or indirectly, of 10% or more of the voting power of any class or series of the
corporation's stock at any time within the five year period preceding the date
in question. Consummation of a business combination that is subject to the
five-year moratorium is permitted after such period if the transaction (i)
complies with all applicable charter and bylaw requirements and applicable
Tennessee law and (ii) is approved by at least two-thirds of the outstanding
voting stock not beneficially owned by the interested stockholder, or when the
transaction meets certain fair price criteria. The fair price criteria include,
among others, the requirement that the per share consideration received in any
such business combination by each of the stockholders is equal to the highest of
(i) the highest per share price paid by the interested stockholder during the
preceding five-year period for shares of the same class or series plus interest
thereon from such date at a treasury bill rate less the aggregate amount of any
cash dividends paid and the market value of any dividends paid other than in
cash
 
                                       71

<PAGE>   79
 
since such earliest date, up to the amount of such interest, (ii) the highest
preferential amount, if any, such class or series is entitled to receive on
liquidation, or (iii) the market value of the shares on either the date the
business combination is announced or the date when the interested stockholder
reaches the 10% threshold, whichever is higher, plus interest thereon less
dividends as noted above.
 
     The Tennessee Control Share Acquisition Act (the "Acquisition Act")
prohibits certain stockholders from exercising in excess of 20% of the voting
power in a corporation acquired in a "control share acquisition," as defined in
the Acquisition Act, unless such voting rights have been previously approved by
the disinterested stockholders of the corporation. AmSurg has not elected to
make the Acquisition Act applicable to AmSurg. No assurance can be given that
such election, which must be expressed in a charter or bylaw amendment, will or
will not be made in the future.
 
     The Tennessee Greenmail Act (the "Greenmail Act") prohibits AmSurg from
purchasing or agreeing to purchase any of its securities, at a price in excess
of fair market value, from a holder of 3% or more of any class of such
securities who has beneficially owned such securities for less than two years,
unless such purchase has been approved by the affirmative vote of a majority of
the outstanding shares of each class of voting stock issued by AmSurg or AmSurg
makes an offer of at least equal value per share to all holders of shares of
such class.
 
     The effect of the Greenmail Act may be to render more difficult a change of
control of AmSurg.
 
     Other Change-of-Control Provisions.  For a description of certain other
change-of-control provisions, see "MANAGEMENT OF AMSURG -- Employment
Agreements; and -- Stock Incentive Plans."
 
                        SHARES ELIGIBLE FOR FUTURE SALE
 
     Following the Distribution, AmSurg will have outstanding an aggregate of
3,803,943 shares of Class A Common Stock and 5,530,131 shares of Class B Common
Stock based on the number of outstanding shares of AmSurg Common Stock on
January 31, 1997. Of the total outstanding shares of Common Stock, the shares of
Class B Common Stock issued to holders of AHC Common Stock in the Distribution
will be freely tradable without restriction or further registration under the
Securities Act, unless held by "affiliates" of AmSurg, as that term is defined
in Rule 144 under the Securities Act (which sales would be subject to certain
volume limitations and other restrictions described below).
 
     The shares of Class A Common Stock issued and outstanding as of the
Distribution were issued in transactions unrelated to the Distribution. Under
current law, absent registration or an exemption from registration other than
Rule 144, such shares will be "restricted securities" as that term is defined in
Rule 144 under the Securities Act and will be eligible for sale or transfer only
in accordance with Rule 144. All of the shares of Class A Common Stock expected
to be outstanding as of the Distribution will be "restricted securities."
 
     The Series A Preferred Stock is convertible into Class A Common Stock upon
the earlier to occur of (a) 60 days following a Spin-off (the Distribution will
constitute a Spin-off) or (b) a Qualified IPO. A Qualified IPO, prior to a
Spin-off, means a public offering of Class A Common Stock yielding net cash
proceeds of at least $25,000,000. The Series B Preferred Stock is automatically
convertible in the event of an AmSurg Sale or Qualified IPO, as those terms are
defined in the AmSurg Charter. In addition, the Series B Preferred Stock may be
converted upon the Distribution and certain other events specified in the AmSurg
Charter. The shares of Class A Common Stock issued upon conversion of the Series
A Preferred Stock and Series B Preferred Stock will be "restricted securities"
as that term is defined in Rule 144 under the Securities Act and will be
eligible for sale or transfer only in accordance with Rule 144 absent
registration or an exemption from registration.
 
     In general, under Rule 144 as currently in effect, a person (or persons
whose share are aggregated), including an affiliate, who has beneficially owned
shares for at least one year (including, if the shares are transferred, the
holding period of any prior owner except an affiliate) is entitled to sell in
"broker's transactions" or to market makers, within any three-month period
commencing 90 days after the date of this
 
                                       72

<PAGE>   80
 
Information Statement, a number of shares that does not exceed the greater of
(i) 1% of the then outstanding shares of the Class A Common Stock (approximately
38,039 shares immediately after the Distribution) or (ii) generally, the average
weekly trading volume in such class of the Class A Common Stock during the four
calendar weeks preceding the filing of a Form 144 with respect to such sale, and
subject to certain other limitations and restrictions. In addition, a person who
is not deemed to have been an affiliate of AmSurg at any time during the three
months preceding a sale, and who has beneficially owned the shares proposed to
be sold for at least two years, would be entitled to sell such shares under Rule
144(k) without regard to the volume and other requirements described above.
Shares of Class A Common Stock that would otherwise be deemed "restricted
securities" could be sold at any time through an effective registration
statement relating to such shares of Class A Common Stock. Of the 3,803,943
shares of Class A Common Stock that are anticipated to be "restricted
securities" immediately following the Distribution, 3,502,698 will have
satisfied a one-year holding period.
 
     Pursuant to the Registration Agreement, certain stockholders of AmSurg and
the holders of the Series A Preferred Stock and the Series B Preferred Stock
have several demand and unlimited "piggyback" registration rights. In addition,
the other AmSurg stockholders are entitled to unlimited "piggyback" registration
rights in connection with any proposed registration of equity securities by
AmSurg (with certain specified exceptions) pursuant to stockholders' agreements
entered into between AmSurg and these stockholders. All of the outstanding
shares of AmSurg Common Stock are subject to registration rights. For a more
complete description of such registration rights see "DESCRIPTION OF CAPITAL
STOCK."
 
     Immediately following the Distribution, there will be outstanding options
for approximately 1,023,949 shares of AmSurg Class A Common Stock, including
options granted to non-employee directors of AmSurg. Of such options,
approximately 602,338 of these options will be exercisable for shares of Class A
Common Stock and such shares will immediately be able to be sold by the holders
following the Distribution and the filing of a registration statement on Form
S-8 by AmSurg. See "MANAGEMENT OF AMSURG -- Stock Incentive Plans."
 
     Prior to the Distribution, there has not been any public market for either
class of the AmSurg Common Stock. No prediction can be made as to the effect, if
any, that market sales of shares or the availability of shares for sale will
have on the market price prevailing from time to time. Sales of substantial
additional amounts of Class A Common Stock in the public market, or the
perception that such sales could occur, could adversely affect the prevailing
market price of the Class A Common Stock.
 
                                       73

<PAGE>   81
 
                         INDEX TO FINANCIAL STATEMENTS
 

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
AmSurg Corp.
  Independent Auditors' Report..............................   F-2
  Consolidated Balance Sheets as of December 31, 1996 and
     1995...................................................   F-3
  Consolidated Statements of Operations for Each of the
     Three Years in the Period Ended December 31, 1996......   F-4
  Consolidated Statements of Changes in Stockholders' Equity
     for Each of the Three Years in the Period Ended
     December 31, 1996......................................   F-5
  Consolidated Statements of Cash Flows for Each of the
     Three Years in the Period Ended December 31, 1996......   F-6
  Notes to the Consolidated Financial Statements............   F-7
Unaudited Pro Forma Financial Information
  Introduction..............................................  F-15
  Pro Forma Combined Statement of Operations for the Year
     Ended December 31, 1996................................  F-15
  Notes to the Pro Forma Combined Statements of
     Operations.............................................  F-16
Endoscopy Center Operations of the Endoscopy Center of
  Ocala, Inc.
  Independent Auditors' Report..............................  F-17
  Statement of Income for the Period from January 1, 1996
     through August 21, 1996................................  F-18
  Statement of Cash Flows for the Period from January 1,
     1996 through August 21, 1996...........................  F-19
  Notes to the Financial Statements.........................  F-20
Financial Statement Schedule -- AmSurg Corp.
  Independent Auditors' Report..............................   S-1
  Schedule II -- Valuation and Qualifying Accounts..........   S-2
Financial Statement Schedule -- Endoscopy Center Operations
  of the Endoscopy Center of Ocala, Inc.
  Independent Auditors' Report..............................   S-3
  Schedule II -- Valuation and Qualifying Accounts..........   S-4
</TABLE>

 
                                       F-1

<PAGE>   82
 

                          INDEPENDENT AUDITORS' REPORT
 
Board of Directors and Shareholders
AmSurg Corp.
Nashville, Tennessee
 
     We have audited the accompanying consolidated balance sheets of AmSurg
Corp. and subsidiaries as of December 31, 1995 and 1996, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the three years in the period ended December 31, 1996. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
 
     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provides a reasonable basis for our opinion.
 
     In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of AmSurg Corp. and subsidiaries
as of December 31, 1995 and 1996 and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 1996 in
conformity with generally accepted accounting principles.
 
DELOITTE & TOUCHE LLP
 
Nashville, Tennessee
February 21, 1997

 
                                       F-2

<PAGE>   83
 
                                  AMSURG CORP.
 
                          CONSOLIDATED BALANCE SHEETS
 

<TABLE>
<CAPTION>
                                                                    DECEMBER 31,
                                                              -------------------------
                                                                 1995          1996
                                                              -----------   -----------
<S>                                                           <C>           <C>
                                        ASSETS
Current assets
  Cash and cash equivalents (Note 1)........................  $ 3,469,661   $ 3,192,408
  Accounts receivable, net of allowance for uncollectible
     accounts of $455,628 and $1,272,651....................    2,878,840     5,640,946
  Supplies inventory........................................      248,002       554,839
  Other current assets (Note 1).............................      466,922       680,761
  Deferred tax asset (Notes 1 and 4)........................      243,000       303,000
                                                              -----------   -----------
          Total current assets..............................    7,306,425    10,371,954
                                                              -----------   -----------
Long-term receivables and deposits (Note 2).................      133,930       643,516
                                                              -----------   -----------
Property and equipment (Note 1)
  Land and improvements.....................................           --        98,540
  Buildings and improvements................................    4,578,990     7,017,163
  Moveable equipment........................................    5,848,399     8,725,140
  Construction in progress..................................       97,165       316,384
                                                              -----------   -----------
                                                               10,524,554    16,157,227
  Accumulated depreciation..................................   (2,366,560)   (3,821,335)
                                                              -----------   -----------
  Property and equipment, net...............................    8,157,994    12,335,892
                                                              -----------   -----------
Other assets, net (Note 1)..................................      391,179       530,312
                                                              -----------   -----------
Excess of cost over net assets of purchased operations, net
  (Notes 1 and 2)...........................................   19,116,909    30,771,784
                                                              -----------   -----------
                                                              $35,106,437   $54,653,458
                                                              ===========   ===========
                         LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Accounts payable..........................................  $   562,961   $   982,547
  Accrued salaries and benefits.............................      516,383       829,582
  Accrued liabilities.......................................      740,888     1,128,856
  Current income taxes payable (Notes 1 and 4)..............      316,895        82,586
  Current portion of long-term debt (Note 5)................    2,238,496     2,616,714
                                                              -----------   -----------
          Total current liabilities.........................    4,375,623     5,640,285
                                                              -----------   -----------
Deferred income taxes (Notes 1 and 4).......................      456,000       765,000
                                                              -----------   -----------
Long-term debt (Note 5).....................................    4,785,552     9,218,281
                                                              -----------   -----------
Minority interest (Note 1)..................................    3,010,070     5,673,960
                                                              -----------   -----------
Commitments and contingencies (Note 8)
Preferred stock (Note 6)
  No par value, 5,000,000 shares authorized, 2,750,000
     shares outstanding.....................................           --     4,982,057
                                                              -----------   -----------
Stockholders' equity (Note 7)
  Common stock
     No par value, 40,000,000 shares authorized, 24,907,430
      and 27,598,577 shares outstanding.....................   21,627,861    26,064,085
  Retained earnings.........................................      851,331     2,309,790
                                                              -----------   -----------
          Total stockholders' equity........................   22,479,192    28,373,875
                                                              -----------   -----------
                                                              $35,106,437   $54,653,458
                                                              ===========   ===========
</TABLE>

 
        See accompanying notes to the consolidated financial statements.
 
                                       F-3

<PAGE>   84
 
                                  AMSURG CORP.
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
 

<TABLE>
<CAPTION>
                                                               YEAR ENDED DECEMBER 31,
                                                      -----------------------------------------
                                                         1994           1995           1996
                                                      -----------    -----------    -----------
<S>                                                   <C>            <C>            <C>
Revenues (Note 1)...................................  $13,826,566    $22,489,379    $35,007,216
                                                      -----------    -----------    -----------
Expenses
  Salaries and benefits.............................    4,091,996      6,243,134     11,613,504
  Other operating expenses..........................    5,091,110      7,562,655     11,546,562
  Depreciation and amortization (Note 1)............    1,309,054      2,396,796      3,000,183
  Interest..........................................      193,047        722,390        947,863
                                                      -----------    -----------    -----------
          Total expenses............................   10,685,207     16,924,975     27,108,112
                                                      -----------    -----------    -----------
Income before minority interest and income taxes....    3,141,359      5,564,404      7,899,104
  Minority interest (Note 1)........................    2,464,105      3,938,364      5,433,588
                                                      -----------    -----------    -----------
Income before income taxes..........................      677,254      1,626,040      2,465,516
  Income tax expense (Notes 1 and 4)................       26,000        578,000        985,000
                                                      -----------    -----------    -----------
Net income..........................................      651,254      1,048,040      1,480,516
  Accretion of preferred stock discount (Note 6)....           --             --         22,057
                                                      -----------    -----------    -----------
Net income attributable to common stockholders......  $   651,254    $ 1,048,040    $ 1,458,459
                                                      ===========    ===========    ===========
Net income per share attributable to common
  stockholders (Note 1).............................  $      0.03    $      0.04    $      0.05
                                                      ===========    ===========    ===========
Weighted average common shares and equivalents (Note
  1)................................................   21,937,814     25,742,923     27,306,780
</TABLE>

 
        See accompanying notes to the consolidated financial statements.
 
                                       F-4

<PAGE>   85
 
                                  AMSURG CORP.
 
                       CONSOLIDATED STATEMENTS OF CHANGES
                            IN STOCKHOLDERS' EQUITY
 

<TABLE>
<CAPTION>
                                                         COMMON        RETAINED
                                                          STOCK        EARNINGS        TOTAL
                                                       -----------    ----------    -----------
<S>                                                    <C>            <C>           <C>
Balance, December 31, 1993...........................  $12,903,385    $ (847,963)   $12,055,422
  Issuance of stock..................................    5,592,561            --      5,592,561
  Issuance of stock in conjunction with acquisitions
     (Note 2)........................................      997,649            --        997,649
  Issuance of stock warrant (Note 7).................      260,787            --        260,787
  Net income.........................................           --       651,254        651,254
                                                       -----------    ----------    -----------
Balance, December 31, 1994...........................   19,754,382      (196,709)    19,557,673
  Issuance of stock..................................    1,197,279            --      1,197,279
  Issuance of stock in conjunction with acquisitions
     (Note 2)........................................      676,200            --        676,200
  Net income.........................................           --     1,048,040      1,048,040
                                                       -----------    ----------    -----------
Balance, December 31, 1995...........................   21,627,861       851,331     22,479,192
  Issuance of stock..................................    2,366,262            --      2,366,262
  Issuance of stock in conjunction with acquisitions
     (Note 2)........................................    2,069,962            --      2,069,962
  Net income attributable to common stockholders.....           --     1,458,459      1,458,459
                                                       -----------    ----------    -----------
Balance, December 31, 1996...........................  $26,064,085    $2,309,790    $28,373,875
                                                       ===========    ==========    ===========
</TABLE>

 
        See accompanying notes to the consolidated financial statements.
 
                                       F-5

<PAGE>   86
 
                                  AMSURG CORP.
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 

<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 31,
                                                         ----------------------------------------
                                                            1994          1995           1996
                                                         -----------   -----------   ------------
<S>                                                      <C>           <C>           <C>
Cash flows from operating activities:
  Net income...........................................  $   651,254   $ 1,048,040   $  1,480,516
     Income tax expense (Note 1 and 4).................       26,000       578,000        985,000
     Minority interest (Note 1)........................    2,464,105     3,938,364      5,433,588
                                                         -----------   -----------   ------------
  Income before income taxes and minority interest.....    3,141,359     5,564,404      7,899,104
  Noncash expenses, revenues, losses and gains included
     in income:
     Depreciation and amortization (Note 1)............    1,309,054     2,396,796      3,000,183
     Increase in working capital items.................     (285,015)     (132,418)      (856,584)
     Other noncash transactions........................       59,926       106,220        125,190
                                                         -----------   -----------   ------------
                                                           4,225,324     7,935,002     10,167,893
  Increase in other assets.............................     (373,201)     (120,705)      (286,031)
  Income taxes (net paid)..............................           --       (74,105)      (970,309)
                                                         -----------   -----------   ------------
          Net cash flows provided by operating
            activities.................................    3,852,123     7,740,192      8,911,553
                                                         -----------   -----------   ------------
Cash flows from investing activities:
  Acquisition of majority interest in surgery centers
     (Note 2)..........................................   (4,537,780)   (3,186,512)   (12,669,794)
  Acquisition of property and equipment................   (4,777,563)   (2,138,075)    (3,863,052)
  Decrease (increase) in long-term receivables.........     (116,683)         (846)       137,582
                                                         -----------   -----------   ------------
          Net cash flows used in investing
            activities.................................   (9,432,026)   (5,325,433)   (16,395,264)
                                                         -----------   -----------   ------------
Cash flows from financing activities:
  Additions to long-term debt (Note 5).................    3,163,300     2,471,579     10,544,700
  Payments on long-term debt (Note 5)..................     (516,007)     (999,929)    (7,261,534)
  Distributions to minority partners...................   (2,327,128)   (3,840,787)    (5,084,294)
  Issuance of preferred stock (net of issuance
     costs)............................................           --            --      4,960,000
  Issuance of common stock (net of issuance costs).....    5,592,561     1,197,279      2,366,262
  Capital contributions by minority partners...........      679,486       476,693      1,681,324
                                                         -----------   -----------   ------------
          Net cash flows provided by (used in)
            financing activities.......................    6,592,212      (695,165)     7,206,458
                                                         -----------   -----------   ------------
Net increase (decrease) in cash and cash equivalents...    1,012,309     1,719,594       (277,253)
Cash and cash equivalents, beginning of year...........      737,758     1,750,067      3,469,661
                                                         -----------   -----------   ------------
Cash and cash equivalents, end of year.................  $ 1,750,067   $ 3,469,661   $  3,192,408
                                                         ===========   ===========   ============
 
(Increase) decrease in working capital items excluding
  income taxes:
  Accounts receivable, net.............................  $  (605,969)  $  (467,620)  $ (1,353,365)
  Other current assets.................................     (114,893)     (183,856)      (342,086)
  Accounts payable.....................................       28,959       145,612       (419,586)
  Accrued expenses.....................................      406,888       373,446       (419,281)
                                                         -----------   -----------   ------------
                                                         $  (285,015)  $  (132,418)  $   (856,584)
                                                         ===========   ===========   ============
</TABLE>

 
SUPPLEMENTAL NOTES TO CONSOLIDATED STATEMENTS OF CASH FLOWS
 
1. Interest payments of $159,534, $550,725 and $909,884 were made during the
   years ended December 31, 1994, 1995 and 1996, respectively.
2. Shares of stock valued at $997,649, $676,200 and $2,069,962 were issued in
   conjunction with the acquisition of majority interests in various surgery
   centers during the years ended December 31, 1994, 1995 and 1996,
   respectively. (See Note 2)
 
        See accompanying notes to the consolidated financial statements.
 
                                       F-6

<PAGE>   87
 
                                  AMSURG CORP.
 
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
     AmSurg Corp. (the "Company"), through its wholly-owned subsidiaries, owns
majority interests primarily between 51% and 70% in limited partnerships and
limited liability companies ("LLCs") which own and operate practice-based
ambulatory surgery centers and physician practices. The Company also has
majority ownership interests in other partnerships and LLCs formed to develop
additional centers. All subsidiaries and minority owners are herein referred to
as partnerships and partners, respectively.
 
     At December 31, 1996, approximately 60% of the outstanding common shares of
the Company were owned by American Healthcorp, Inc. ("AHC").
 
  a. Principles of Consolidation
 
     The consolidated financial statements include the accounts of the Company
and its subsidiaries and the majority-owned limited partnerships and LLCs in
which the Company is the general partner or member. All material intercompany
profits, transactions and balances have been eliminated.
 
  b. Cash and Cash Equivalents
 
     Cash and cash equivalents are comprised principally of demand deposits at
banks, and other highly liquid short-term investments with maturities less than
three months when purchased.
 
  c. Other Current Assets
 
     Other current assets are comprised of prepaid expenses and other
receivables.
 
  d. Property and Equipment
 
     Property and equipment costs include expenditures which increase value or
extend useful lives. Depreciation for buildings and improvements is recognized
under the straight line method over 20 years, or for leasehold improvements,
over the remaining term of the lease plus renewal options. Depreciation for
moveable equipment is recognized over useful lives of five to ten years.
 
  e. Other Assets
 
     Other assets consist of deferred pre-opening costs, deferred organization
costs and deferred financing costs of the Company and the entities included in
the Company's consolidated financial statements. Deferred pre-opening costs are
being amortized over one year, deferred organization costs are being amortized
over five years, and deferred financing costs are being amortized over the term
of the related debt. Accumulated amortization of other assets at December 31,
1995 and 1996 was $325,528 and $402,402, respectively.
 
  f. Excess of Cost over Net Assets of Purchased Operations
 
     Excess of cost over net assets of purchased operations are being amortized
over 25 years. Accumulated amortization at December 31, 1995 and 1996 was
$1,705,157 and $2,757,394, respectively. The Company has consistently assessed
impairment of the excess of cost over net assets of purchased operations and
other long-lived assets in accordance with criteria consistent with the
provisions of Financial Accounting Standard No. 121 "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."
(See Notes 2 and 9).
 
  g. Income Taxes
 
     The Company files a consolidated tax return which includes all of its
subsidiary corporations and computes its tax provision under Financial
Accounting Standard No. 109 "Accounting for Income Taxes."
 
                                       F-7

<PAGE>   88
 
                                  AMSURG CORP.
 
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
  h. Revenue Recognition
 
     Revenue is recognized on the date of service, net of estimated contractual
allowances from third party medical service payors including Medicare and
Medicaid. During the years ended December 31, 1994, 1995 and 1996 approximately
39%, 37%, and 36%, respectively, of the Company's revenues were derived from the
provision of services to patients covered under Medicare and Medicaid.
Concentration of credit risk with respect to other payors is limited due to the
large number of such payors.
 
  i. Net Income Per Share
 
     Net income per share is computed by dividing net income by the weighted
average number of common shares and equivalents outstanding.
 
  j. Fair Value of Financial Instruments
 
     Financial Accounting Standard No. 107, "Disclosures About Fair Value of
Financial Instruments," requires disclosure of the fair value of certain
financial instruments. Cash and cash equivalents, receivables and payables are
reflected in the financial statements at cost which approximates fair value.
Management believes that the carrying amounts of long-term debt approximate
market value, because it believes the terms of its borrowings approximate terms
which it would incur currently.
 
  k. Management Estimates
 
     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
 
2.  ACQUISITIONS
 
     In three separate transactions during 1994, the Company acquired a majority
interest in three physician practice-based surgery centers. The purchase price
paid for the assets acquired was $5,966,759 which consisted of cash of
$4,481,730, AmSurg common stock valued at $1,102,649 and a note payable of
$382,380.
 
     In two separate transactions during 1995, the Company acquired a majority
interest in two physician practice-based surgery centers. The purchase price
paid for the interests acquired was $4,415,000 which consisted of cash of
$3,108,800, AmSurg common stock valued at $676,200 and a note payable of
$630,000.
 
     In seven separate transactions during 1996, the Company acquired a majority
interest in six physician practice-based surgery centers and a physician
practice and related entities. The purchase price paid for the interests
acquired was $14,045,080 which consisted of cash of $11,975,118 and AmSurg
common stock valued at $2,069,962.
 
                                       F-8

<PAGE>   89
 
                                  AMSURG CORP.
 
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     The approximate purchase price of the aforementioned acquisitions was
assigned as follows:
 

<TABLE>
<CAPTION>
                                                            ACQUISITIONS IN
                                                ---------------------------------------
                                                   1994          1995          1996
                                                ----------    ----------    -----------
<S>                                             <C>           <C>           <C>
Current assets................................  $  361,153    $  166,996    $ 1,310,381
Property and equipment........................     664,881     1,459,196      2,887,262
Excess of cost over net assets of purchased
  operations..................................   5,409,025     3,976,358     12,289,386
Liabilities assumed...........................    (468,300)   (1,187,550)    (2,441,949)
                                                ----------    ----------    -----------
          Net acquisition purchase price......  $5,966,759    $4,415,000    $14,045,080
                                                ==========    ==========    ===========
</TABLE>

 
     Had these transactions occurred January 1, 1994, unaudited pro forma
revenues for the years ended December 31, 1994, 1995 and 1996 would have been
approximately $25,129,000, $33,692,000 and $40,620,000, respectively. Unaudited
pro forma net income for the years ended December 31, 1994, 1995 and 1996 would
have been approximately $538,000, $1,187,000 and $1,645,000, respectively, and
pro forma earnings per share would be $.02, $.04 and $.06, respectively.
 
     An acquisition which occurred in 1995 was structured such that if certain
operating results were not achieved, the then agreed upon purchase price would
be adjusted. Subsequent operations of the center did not meet the predefined
levels. The purchase price adjustment, which is reflected as a long-term
receivable in the accompanying consolidated balance sheet at December 31, 1996,
is being repaid to the Company over a thirty month period.
 
3.  RELATED PARTY TRANSACTIONS
 
     Included in accounts payable at December 31, 1995 and 1996 is $16,066 and
$20,493, respectively, and included in other operating expenses for the years
ended December 31, 1994, 1995 and 1996 is $151,846, $186,215 and $213,820,
respectively, due/paid to AHC for management and financial services provided by
AHC to the Company. These payables/expenses were incurred pursuant to an
agreement effective December 1, 1992, under which AHC was paid $100,000 a year
for the services of AHC's chief executive officer and chief financial officer.
Also under the agreement, AHC was paid approximately $4,000 per year for each
ambulatory surgery center partnership and $8,000 per year for the Company's
corporate operations to provide certain partnership and Company accounting and
income tax services. The Company entered into a new agreement with AHC effective
January 1, 1997 by which the Company will pay AHC an annual fee of $85,000 for
the services of AHC's chief executive officer and chief financial officer. Also,
AHC will be paid an annual fixed fee of $50,000 plus an annual fee of $7,500 for
each ambulatory surgery center and an annual fee of $15,000 for each physician
practice and the Company's corporate operations to provide certain
administrative accounting and financial services. This agreement terminates upon
the earlier of (i) the mutual agreement of the parties, (ii) the date which
AmSurg begins to trade as a separate public company or (iii) December 31, 1997.
 
     The Company also rents approximately 15,000 square feet of office space
from AHC pursuant to a sublease which expires December 1999. Included in other
operating expenses for the year ended December 31, 1996 is $163,212 related to
this sublease.
 
     The Company believes that the foregoing transactions are in its best
interests. It is the Company's current policy that all transactions by the
Company with officers, directors, five percent stockholders and their affiliates
will be entered into only if such transactions are on terms no less favorable to
the Company than could be obtained from unaffiliated parties, are reasonably
expected to benefit the Company and are approved by a majority of the
disinterested independent members of the Company's Board of Directors.
 
                                       F-9

<PAGE>   90
 
                                  AMSURG CORP.
 
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
4.  INCOME TAXES
 
     Income tax expense is comprised of the following:
 

<TABLE>
<CAPTION>
                                                          YEAR ENDED DECEMBER 31,
                                                      -------------------------------
                                                       1994        1995        1996
                                                      -------    --------    --------
<S>                                                   <C>        <C>         <C>
Current
  Federal...........................................  $    --    $301,000    $593,000
  State.............................................   26,000      64,000     143,000
Deferred............................................       --     213,000     249,000
                                                      -------    --------    --------
                                                      $26,000    $578,000    $985,000
                                                      =======    ========    ========
</TABLE>

 
     Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's net deferred liability are as follows:
 

<TABLE>
<CAPTION>
                                                                  DECEMBER 31,
                                                              --------------------
                                                                1995        1996
                                                              --------    --------
<S>                                                           <C>         <C>
Deferred tax asset:
  Allowance for uncollectible accounts......................  $228,000    $297,000
  State operating losses....................................    26,000      60,000
  Valuation allowance on state net operating losses.........   (11,000)    (60,000)
  Other.....................................................        --       6,000
                                                              --------    --------
                                                               243,000     303,000
                                                              --------    --------
Deferred tax liability:
  Tax over book depreciation................................    37,000      66,000
  Tax over book amortization................................   419,000     699,000
                                                              --------    --------
                                                               456,000     765,000
                                                              --------    --------
Net deferred tax liability..................................  $213,000    $462,000
                                                              ========    ========
Net current deferred tax asset..............................  $243,000    $303,000
Net long-term deferred tax liability........................   456,000     765,000
                                                              --------    --------
                                                              $213,000    $462,000
                                                              ========    ========
</TABLE>

 
     The Company has provided a valuation allowance on its deferred tax asset
related to state net operating losses as it deems such allowance is necessary.
 
     The difference between income tax expense computed using the effective tax
rate and the statutory Federal income tax rate follows:
 

<TABLE>
<CAPTION>
                                                        YEAR ENDED DECEMBER 31,
                                                   ----------------------------------
                                                     1994         1995         1996
                                                   ---------    ---------    --------
<S>                                                <C>          <C>          <C>
Statutory Federal income tax.....................  $ 230,000    $ 553,000    $838,000
State income taxes, less Federal income tax
  benefit........................................     19,000       60,000     132,000
Increase (decrease) in valuation allowance.......   (199,000)    (124,000)     49,000
Other............................................    (24,000)      89,000     (34,000)
                                                   ---------    ---------    --------
                                                   $  26,000    $ 578,000    $985,000
                                                   =========    =========    ========
</TABLE>

 
                                      F-10

<PAGE>   91
 
                                  AMSURG CORP.
 
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
5.  LONG-TERM DEBT
 
     Long-term debt is comprised of the following:
 

<TABLE>
<CAPTION>
                                                                   DECEMBER 31,
                                                             -------------------------
                                                                1995          1996
                                                             ----------    -----------
<S>                                                          <C>           <C>
$12,000,000 credit agreement at prime or 1.75% above LIBOR
  (average rate of 7.3% at December 31, 1996) due through
  June 10, 2002............................................  $       --    $ 3,157,657
Term loan at prime or 1.75% above LIBOR (7.25% at December
  31, 1996) due through June 10, 2000......................   3,347,493      5,030,590
Other debt at an average rate of 8.5% due through September
  23, 2003.................................................   2,986,281      2,508,828
Capitalized lease arrangements at an average rate of 10.0%
  due through December 1, 2000.............................     690,274      1,137,920
                                                             ----------    -----------
                                                              7,024,048     11,834,995
Less current portion.......................................   2,238,496      2,616,714
                                                             ----------    -----------
                                                             $4,785,552    $ 9,218,281
                                                             ==========    ===========
</TABLE>

 
     On September 29, 1993, AmSurg entered into a credit agreement with a
lending institution. The credit agreement was amended and restated June 25,
1996. Under the terms of the new agreement, all borrowings outstanding under the
previous credit agreement were converted to a term loan that bears interest at
the prime rate or 1.75% above LIBOR or a combination thereof and is being repaid
on an installment basis through June 10, 2000. The borrowings under the term
loan are secured by $9,842,914 of assets financed by these borrowings.
Borrowings under the term loan totaled $5,030,590 at December 31, 1996 of which
payment of $497,449 was guaranteed by certain partners of AmSurg centers. In
addition, the credit agreement permits AmSurg to borrow up to an additional
$12,000,000 to finance AmSurg acquisition and development projects. New
borrowings under this agreement bear interest at prime or 1.75% above LIBOR or a
combination thereof. AmSurg may borrow under this credit agreement through June
10, 1998. The agreement provides for a fee of .35% on unused commitments and all
additional borrowings are to be repaid on an installment basis through June 10,
2002. The agreement contains covenants relating to the ratio of debt to net
worth, operating performance and minimum net worth and prohibits the payment of
dividends. Borrowings under the $12,000,000 credit agreement totaled $3,157,657
at December 31, 1996.
 
     Various of the AmSurg centers included in the Company's consolidated
financial statements have loans with local lending institutions or have
capitalized lease arrangements. All the loans and capitalized leases are secured
by assets of the centers totaling $4,810,796 and both AmSurg and the partners
have guaranteed payment of the loans and leases. In addition, AmSurg has
unsecured notes payable of $389,222 issued in connection with the acquisition of
two physician practice-based surgery centers during the years ended December 31,
1994 and 1995 (see Note 2).
 
     Principal payments required on long-term debt in the five years subsequent
to December 31, 1996 are $2,616,714, $2,824,276, $2,987,788, $1,855,064 and
$995,777.
 
                                      F-11

<PAGE>   92
 
                                  AMSURG CORP.
 
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
6.  PREFERRED STOCK
 
     Preferred stock, net of issuance costs, is comprised of the following:
 

<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                                              ------------------
                                                              1995       1996
                                                              ----    ----------
<S>                                                           <C>     <C>
Series A redeemable preferred stock, 1,500,000 shares
  outstanding...............................................  $--     $1,774,290
Series B convertible preferred stock, 1,250,000 shares
  outstanding...............................................   --      3,207,767
                                                              ---     ----------
                                                              $--     $4,982,057
                                                              ===     ==========
</TABLE>

 
     On November 20, 1996, the Company issued to unaffiliated institutional
investors a combination of redeemable and convertible preferred stock for net
proceeds totaling $4,960,000. The convertible preferred stock, with a stated
amount of $2.5 million, is convertible into that number of shares of Class A
Common Stock that approximates 6% of the equity of AmSurg determined as of
November 20, 1996, with that percentage being ratably increased to 8% of the
equity of AmSurg if an event of liquidity has not occurred by November 20, 2000.
If such events of liquidity do not occur by November 20, 2002, the holders of
the convertible preferred stock have the right to require the Company to redeem
the stock at current market price as defined. The redeemable preferred stock,
with a stated amount of $3 million, pays a cumulative dividend of 8% commencing
November 21, 1998 and requires the Company to redeem them at the stated amount
plus accrued but unpaid dividends upon the earlier of an event of liquidity or
November 20, 2002. The Company may redeem the redeemable preferred stock at any
time. The redeemable holders can convert to common stock of the Company upon the
occurrence of certain events, including the spin-off of the Company from AHC, at
the then current market price of the common stock. The preferred stock was
recorded at its fair market value, net of issuance costs. The Series A Preferred
Stock is being accreted to its redemption value including potential dividends.
The Series B Preferred Stock is not being accreted because management expects a
conversion upon an event of liquidity.
 
7.  STOCK OPTIONS
 
     The Company has a stock option plan under which it has granted incentive
and non-qualified options to purchase its common stock. Options are granted at
market value on the date of the grant and vest over 4 years at the rate of 25%
per year. Options have a term of 10 years from the date of grant. As of December
31, 1996, 106,900 shares were reserved for future options.
 
     Stock option activity for the three years ended December 31, 1996 is
summarized below:
 

<TABLE>
<CAPTION>
                                                                            AVERAGE
                                                              NUMBER OF    PRICE PER
                                                               SHARES        SHARE
                                                              ---------    ---------
<S>                                                           <C>          <C>
Outstanding at December 31, 1993............................  1,666,600      $0.48
  Options granted...........................................    286,000       1.09
                                                              ---------      -----
Outstanding at December 31, 1994............................  1,952,600       0.57
  Options granted...........................................    105,000       1.12
                                                              ---------      -----
Outstanding at December 31, 1995............................  2,057,600       0.60
  Options granted...........................................    689,250       1.67
  Options exercised.........................................     (8,750)      0.90
  Options terminated........................................    (17,750)      1.07
                                                              ---------      -----
Outstanding at December 31, 1996............................  2,720,350      $0.87
                                                              =========      =====
</TABLE>

 
                                      F-12

<PAGE>   93
 
                                  AMSURG CORP.
 
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     The following table summarizes information concerning outstanding and
exercisable options at December 31, 1996:
 

<TABLE>
<CAPTION>
                           OPTIONS OUTSTANDING             OPTIONS EXERCISABLE
                   ------------------------------------   ----------------------
                                  WEIGHTED     WEIGHTED                 WEIGHTED
                                   AVERAGE     AVERAGE                  AVERAGE
    RANGE OF         NUMBER       REMAINING    EXERCISE     NUMBER      EXERCISE
 EXERCISE PRICES   OUTSTANDING   LIFE (YRS.)    PRICE     EXERCISABLE    PRICE
 ---------------   -----------   -----------   --------   -----------   --------
<C>                <C>           <C>           <C>        <C>           <C>
 $ .25 -- $ .50     1,032,000        5.3        $ .25      1,032,000     $ .25
   .50 --  1.00       652,600        6.3          .86        553,200       .85
  1.00 --  1.50       346,500        8.1         1.11        147,000      1.11
  1.50 --  1.79       689,250        9.3         1.67              0       N/A
                    ---------                              ---------
   .25 --  1.79     2,720,350        6.9          .87      1,732,200       .52
                    =========                              =========
</TABLE>

 
     The Company accounts for its stock options pursuant to Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees."
Accordingly, no compensation expense has been recognized in connection with the
issuance of stock options. The estimated weighted average fair values of the
options at the date of grant using the Black-Scholes option pricing model as
promulgated by Financial Accounting Standard No. 123, "Accounting for Stock
Based Compensation" in 1995 and 1996 were $.60 and $.91 per share, respectively.
In applying the Black-Scholes model, the Company assumed no dividends, an
expected life for the options of seven years and a forfeiture rate of 3% in both
1995 and 1996 and an average risk free interest rate of 6.6% in 1995 and 6.2% in
1996. The Company also assumed a volatility rate based upon an average of
comparable companies of 46% and 49% in 1995 and 1996, respectively. Had the
Company used the Black-Scholes estimates to determine compensation expense for
the options granted in 1995 and 1996, net income and net income per share
attributable to common shareholders would have been reduced to the following pro
forma amounts.
 

<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31,
                                                              ------------------------
                                                                 1995          1996
                                                              ----------    ----------
<S>                                                           <C>           <C>
Net income attributable to common shareholders
  As reported...............................................  $1,048,040    $1,453,874
  Pro forma.................................................   1,028,040     1,241,874
Net income per share attributable to common shareholders
  As reported...............................................         .04           .05
  Pro forma.................................................         .04           .05
</TABLE>

 
     In 1994, the Company issued warrants to purchase its common stock to AHC.
These warrants were exercised February 26, 1996 for 257,720 shares at $.90 per
share. The warrants were issued in return for AHC's prior guaranty of Company
debt.
 
8.  COMMITMENTS AND CONTINGENCIES
 
     The Company has various lease agreements for its surgery centers in
operation and under development and for office space including a sublease with
AHC (see Note 3). Rent expense under such lease agreements for the years ended
December 31, 1994, 1995 and 1996 was approximately $772,000, $1,201,000 and
$1,775,000, respectively.
 
                                      F-13

<PAGE>   94
 
                                  AMSURG CORP.
 
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     The future minimum lease commitments at December 31, 1996 for all
noncancelable operating leases are as follows:
 

<TABLE>
<S>                                                           <C>
Year ended December 31:
          1997..............................................  $ 2,390,577
          1998..............................................    2,330,537
          1999..............................................    2,086,174
          2000..............................................    1,700,772
          2001..............................................    1,310,453
          Thereafter........................................    3,522,570
                                                              -----------
                                                              $13,341,083
                                                              ===========
</TABLE>

 
     AmSurg and its partnerships are insured with respect to medical malpractice
risk on a claims made basis. Management is not aware of any claims against it or
its partnerships which would have a material financial impact.
 
9.  SUBSEQUENT EVENTS
 
     In two separate transactions in January 1997, the Company acquired a
majority interest in a physician practice-based surgery center and a physician
practice and related entities. The purchase price paid for the interests
acquired was $4,928,110 which consisted of cash of $4,227,747 and AmSurg common
stock valued at $700,363. With these transactions, the Company acquired assets
of $561,517, liabilities assumed of $346,033 and excess cost over net assets of
purchased operations of $4,712,626.
 
                                      F-14

<PAGE>   95
 
                                  AMSURG CORP.
 
                   UNAUDITED PRO FORMA FINANCIAL INFORMATION
 
     The following unaudited pro forma statement of operations of AmSurg Corp.
for the year ended December 31, 1996 is presented to show the effects of the
acquisition of The Endoscopy Center operations of The Endoscopy Center of Ocala,
Inc., acquired on August 21, 1996, and other individually insignificant
businesses acquired during the year ended December 31, 1996 (which are accounted
for as purchases) assuming the acquisitions had occurred on January 1, 1996.
 
     The unaudited pro forma financial information does not purport to represent
what AmSurg Corp.'s financial position or results of operations would actually
have been had the transactions in fact occurred on the dates indicated above,
nor to project AmSurg Corp.'s financial position or results of operations for
any future date or period. In the opinion of AmSurg's management, all
adjustments necessary for a fair presentation have been made. This unaudited pro
forma financial information should be read in conjunction with the accompanying
notes and the financial statements of AmSurg Corp. and the related notes
included elsewhere herein.
 

<TABLE>
<CAPTION>
                                                                        1996
                                                  THE ENDOSCOPY     INDIVIDUALLY
                                       AMSURG       CENTER OF      INSIGNIFICANT      PRO FORMA    PRO FORMA
                                     HISTORICAL     OCALA(A)      ACQUISITIONS(A)    ADJUSTMENTS   COMBINED
                                     ----------   -------------   ----------------   -----------   ---------
                                                      (IN THOUSANDS EXCEPT PER SHARE DATA)
<S>                                  <C>          <C>             <C>                <C>           <C>
Revenues...........................   $35,007        $1,373            $4,302          $   (62)(2)  $40,620
                                      -------        ------           -------          -------      -------
Expenses:
  Salaries and benefits............    11,613           304             1,331               60(3)    13,308
  Other operating expenses.........    11,547           322             1,616             (255)(4)   13,230
  Depreciation and amortization....     3,000            36               170              259(5)     3,465
  Interest.........................       948            --                75              275(6)     1,298
                                      -------        ------           -------          -------      -------
          Total expenses...........    27,108           662             3,192              339       31,301
Income before minority interest and
  income taxes.....................     7,899           711             1,110             (401)       9,319
  Minority interest................     5,433            --                --            1,110(7)     6,543
                                      -------        ------           -------          -------      -------
Income before income taxes.........     2,466           711             1,110           (1,511)       2,776
  Income tax expense...............       985            --                --              124(8)     1,109
                                      -------        ------           -------          -------      -------
Net income.........................     1,481           711             1,110           (1,635)       1,667
  Accretion of preferred stock
     discount......................        22                                                            22
                                      -------        ------           -------          -------      -------
Net income attributable to common
  stockholders.....................   $ 1,459        $  711            $1,110          $(1,635)     $ 1,645
                                      =======        ======           =======          =======      =======
Net income per share attributable
  to common stockholders(1)........   $  0.16                                                       $  0.18
                                      =======                                                       =======
Weighted average common shares and
  equivalents(1)...................     9,102                                              199(9)     9,301
</TABLE>

 
- ---------------
 
(a) From January 1, 1996 to date of acquisition.
 
                                      F-15

<PAGE>   96
 
                                  AMSURG CORP.
 
      NOTES TO THE PRO FORMA COMBINED STATEMENTS OF OPERATIONS (UNAUDITED)
                                 (IN THOUSANDS)
 
1. Net income per share is adjusted to reflect the anticipated recapitalization
   to be effected prior to the distribution.
 
2. Decrease in interest income on the funds used to complete the acquisitions.
 
3. The pro forma adjustments to salaries and benefits reflect the following:
 

<TABLE>
<S>                                                           <C>
Estimated additional general and administrative costs as a
  result of increase in number of centers managed...........  $ 248
Management fees paid to previous owners which are
  discontinued upon acquisition.............................   (188)
                                                              -----
                                                              $  60
                                                              =====
</TABLE>

 
4. Reductions principally related to reduced rentals to be paid.
 
5. Increase in amortization due principally to the increase in excess of cost
   over net assets of purchased operations.
 
6. Increase in interest expense for debt incurred to complete the acquisitions.
 
7. Minority owners interest in earnings of combined operations.
 
8. Change to the income tax provision due to combination of operations.
 
9. Income average weighted shares for stock issued in acquisitions, as adjusted
   to reflect the proposed recapitalization.
 
                                      F-16

<PAGE>   97
 

                          INDEPENDENT AUDITORS' REPORT
 
Board of Directors and Shareholders
Endoscopy Center of Ocala, Inc.
Ocala, Florida
 
     We have audited the accompanying statements of income and cash flows of the
Endoscopy Center Operations of the Endoscopy Center of Ocala, Inc. for the
period from January 1, 1996 to August 21, 1996. These financial statements are
the responsibility of the Center's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
 
     We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
 
     In our opinion, such financial statements present fairly, in all material
respects, the results of operations and cash flows of the Endoscopy Center
Operations of the Endoscopy Center of Ocala, Inc. for the period from January 1,
1996 through August 21, 1996 in conformity with generally accepted accounting
principles.
 
DELOITTE & TOUCHE LLP
 
Nashville, Tennessee
January 8, 1997

 
                                      F-17

<PAGE>   98
 
       ENDOSCOPY CENTER OPERATIONS OF THE ENDOSCOPY CENTER OF OCALA, INC.
 
                              STATEMENT OF INCOME
              PERIOD FROM JANUARY 1, 1996 THROUGH AUGUST 21, 1996
 

<TABLE>
<S>                                                           <C>
Revenues (Note 1)...........................................  $1,372,553
Expenses:
  Salaries and benefits.....................................     304,129
  Supplies and other operating costs........................     104,253
  General and administrative................................     120,735
  Rent charge from affiliate (Note 2).......................      76,000
  Bad debt expense..........................................      21,032
  Depreciation (Note 1).....................................      35,598
                                                              ----------
                                                                 661,747
                                                              ----------
          Net income........................................  $  710,806
                                                              ==========
</TABLE>

 
              See accompanying notes to the financial statements.
 
                                      F-18

<PAGE>   99
 
       ENDOSCOPY CENTER OPERATIONS OF THE ENDOSCOPY CENTER OF OCALA, INC.
 
                            STATEMENT OF CASH FLOWS
              PERIOD FROM JANUARY 1, 1996 THROUGH AUGUST 21, 1996
 

<TABLE>
<S>                                                           <C>
Cash flows from operating activities:
  Net income................................................  $ 710,806
  Adjustments to reconcile net income to net cash provided
     by operating activities:
     Depreciation...........................................     35,598
     Decrease in accounts receivable........................     20,874
     Increase in accounts payable and accrued expenses......      5,307
                                                              ---------
          Net cash provided by operating activities.........    772,585
Cash flows from investing activities --
  Purchase of furniture and equipment.......................     (1,857)
Cash flows from financing activities --
  Net cash paid to physician practice.......................   (770,728)
                                                              ---------
Net increase (decrease) in cash and cash equivalents........         --
Cash and cash equivalents, beginning of period..............         --
                                                              ---------
Cash and cash equivalents, end of period....................  $      --
                                                              =========
</TABLE>

 
              See accompanying notes to the financial statements.
 
                                      F-19

<PAGE>   100
 
          ENDOSCOPY OPERATIONS OF THE ENDOSCOPY CENTER OF OCALA, INC.
 
                       NOTES TO THE FINANCIAL STATEMENTS
              PERIOD FROM JANUARY 1, 1996 THROUGH AUGUST 21, 1996
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
     The Endoscopy Center operations of the Endoscopy Center of Ocala, Inc. (the
"Center") provides outpatient endoscopy procedures at its center in Ocala,
Florida. It is organized as part of an associated physician practice. These
financial statements reflect the operations of the Center only, and do not
include activities of the physician practice.
 
  a. Revenue Recognition
 
     Revenues are reported at the estimated net realizable amounts from
patients, third-party payors and others, including Medicare and Medicaid. Such
revenues are recognized as the related services are performed. Contractual
adjustments resulting from agreements with various organizations to provide
services for amounts which differ from billed charges, are recorded as
deductions from patient service revenues. During the period from January 1, 1996
through August 21, 1996, approximately 62% of the Center's revenues were
provided to patients covered under Medicare and Medicaid. Amounts which are
determined to be uncollectible are charged against the allowance for
uncollectible accounts.
 
  b. Depreciation
 
     Depreciation on furniture and equipment is provided on the declining
balance method over the estimated useful life of the respective assets.
 
  c. Income Taxes
 
     No provision for income taxes has been reflected as the Center's operations
are included with the physician practice and all such federal taxes are paid by
the physicians through an election to be taxed pursuant to Subchapter S of the
Internal Revenue Code.
 
  d. Management Estimates
 
     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from the estimates.
 
2.  RELATED PARTY TRANSACTIONS
 
     The Center occupies space provided by the physician practice. Included in
the statement of income is a charge of $76,000 for such costs which management
believes reflects the fair value of the space provided.
 
     All cash receipts and disbursements related to the Center are made through
bank accounts maintained by the physician practice. Revenues and expenses
related to the Center's operations are separately identified and recorded in the
records of the Center. The net cash transactions of the Center are reflected as
net cash paid to physician practice in the accompanying statement of cash flows.
 
3.  CONTINGENCIES
 
     The Center is insured with respect to medical malpractice risk on a claims
made basis. The Center is not aware of any claims against it which would have a
material financial impact.
 
                                      F-20

<PAGE>   101
 
          ENDOSCOPY OPERATIONS OF THE ENDOSCOPY CENTER OF OCALA, INC.
 
                NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)
 
4.  SUBSEQUENT EVENT
 
     Effective August 22, 1996, the Center sold 51% of its assets to AmSurg
Corp. This 51% interest owned by AmSurg plus the 49% interest retained by the
practice were then contributed to a new partnership in return for a 51% and 49%
interest, respectively, in the new partnership entity.
 
                                      F-21

<PAGE>   102
 

                          INDEPENDENT AUDITORS' REPORT
 
Board of Directors and Shareholders
AmSurg Corp.
Nashville, Tennessee
 
     We have audited the consolidated financial statements of AmSurg Corp. (the
"Company") as of December 31, 1995 and 1996 and for each of the three years in
the period ended December 31, 1996, and have issued our report thereon dated
February 21, 1997; such report is included elsewhere in this Form 10. Our audits
also included the consolidated financial statement schedule of the Company,
listed in Item 15. This consolidated financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, such consolidated financial
statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.
 
DELOITTE & TOUCHE LLP
 
Nashville, Tennessee
February 21, 1997

 
                                       S-1

<PAGE>   103
 
                                  SCHEDULE II
 
                                  AMSURG CORP.
 
                       VALUATION AND QUALIFYING ACCOUNTS
                      THREE YEARS ENDED DECEMBER 31, 1996
 

<TABLE>
<CAPTION>
                                     BALANCE AT   CHARGED TO   CHARGED TO                BALANCE AT
                                     BEGINNING    COSTS AND      OTHER                      END
                                     OF PERIOD     EXPENSES     ACCOUNTS    DEDUCTIONS   OF PERIOD
                                     ----------   ----------   ----------   ----------   ----------
<S>                                  <C>          <C>          <C>          <C>          <C>
Year ended December 31, 1994:
  Allowance for Uncollectible
     Accounts included under
     balance sheet caption
     "Accounts receivable".........   $223,398    $  525,025    $ 81,715(2)  $529,735(1) $  300,403
Year ended December 31, 1995:
  Allowance for Uncollectible
     Accounts included under
     balance sheet caption
     "Accounts receivable".........   $300,403    $  694,078    $ 58,974(2)  $597,827(1) $  455,628
Year ended December 31, 1996:
  Allowance for Uncollectible
     Accounts included under
     balance sheet caption
     "Accounts receivable".........   $455,628    $1,227,315    $366,636(2)  $776,928(1) $1,272,651
</TABLE>

 
- ---------------
 
(1) Charge-off against reserve.
(2) Valuation of allowance for uncollectible accounts at the acquisition of
     AmSurg physician practice-based ambulatory surgery centers and physician
     practice. Between 51% and 70% was charged to excess of cost over net assets
     of purchased companies. See Note 2 of Notes to the Consolidated Financial
     Statements.
 
                                       S-2

<PAGE>   104
 

                          INDEPENDENT AUDITORS' REPORT
 
Board of Directors and Shareholders
Endoscopy Center of Ocala, Inc.
Ocala, Florida
 
     We have audited the financial statements of The Endoscopy Center operations
of the Endoscopy Center of Ocala, Inc. (the "Center") for the period from
January 1, 1996 to August 21, 1996, and have issued our report thereon dated
January 8, 1997; such report is included elsewhere in this Form 10. Our audit
also included the financial statement schedule of the Center, listed in Item 15.
This financial statement schedule is the responsibility of the Center's
management. Our responsibility is to express an opinion based on our audit. In
our opinion, such financial statement schedule, when considered in relation to
the basic financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.
 
DELOITTE & TOUCHE LLP
 
Nashville, Tennessee
January 8, 1997

 
                                       S-3

<PAGE>   105
 
     THE ENDOSCOPY CENTER OPERATIONS OF THE ENDOSCOPY CENTER OF OCALA, INC.
 
                SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
                 PERIOD FROM JANUARY 1, 1996 TO AUGUST 21, 1996
 

<TABLE>
<CAPTION>
                                              BALANCE AT   CHARGED TO   CHARGED                  BALANCE AT
                                              BEGINNING    COSTS AND    TO OTHER                   END OF
                                              OF PERIOD     EXPENSES    ACCOUNTS   DEDUCTIONS      PERIOD
                                              ----------   ----------   --------   ----------    ----------
<S>                                           <C>          <C>          <C>        <C>           <C>
Allowance for Uncollectible Accounts
  included under balance sheet caption
  "Accounts receivable".....................   $54,000      $21,032       $ --      $24,032(1)    $51,000
</TABLE>

 
- ---------------
 
(1) Charge-off against reserve.
 
                                       S-4

<PAGE>   106
 
                                                                      APPENDIX A
 
                             DISTRIBUTION AGREEMENT
 
     This DISTRIBUTION AGREEMENT, dated as of March 7, 1997 (this "Agreement"),
by and between American Healthcorp, Inc., a Delaware corporation ("AHC"), and
AmSurg Corp., a Tennessee corporation ("AmSurg").
 
                              W I T N E S S E T H
 
     WHEREAS, AHC currently owns approximately fifty-nine percent (59%) of the
outstanding shares of common stock of AmSurg;
 
     WHEREAS, AmSurg has, since its inception, depended principally on AHC for
its equity financing and has historically depended on AHC for debt financing;
 
     WHEREAS, the Board of Directors of AHC and the Board of Directors of AmSurg
have determined that it is desirable for business reasons and in the best
interests of AHC's and AmSurg's shareholders for AmSurg to have access to
capital markets as an independent publicly traded company without the majority
ownership of AHC;
 
     WHEREAS, subject to the terms and conditions hereof, AHC has agreed to
distribute (the "Distribution") to the holders of AHC's common stock, par value
$.001 per share (the "AHC Common Stock"), on a pro rata basis, all of the shares
of common stock of AmSurg owned by AHC;
 
     WHEREAS, in order to facilitate the trading of the common stock of AmSurg
following the Distribution, AmSurg intends to effect a reverse stock split (or a
transaction having the effect of a reverse stock split) with respect to such
shares of common stock;
 
     WHEREAS, in order to effect the Distribution as a substantially tax-free
transaction under Section 355 of the Internal Revenue Code of 1986, as amended
(the "Code"), AmSurg and AHC have agreed to exchange all of the shares of common
stock of AmSurg currently owned by AHC for shares of a new class of common stock
of AmSurg having a sufficient number of votes per share to give AHC the ability
to distribute "control" within the meaning of Section 368(c) of the Code;
 
     WHEREAS, AHC and AmSurg have determined that it is necessary and desirable
to set forth the principal corporate transactions required to effect the
Distribution, and to set forth the agreements that will govern certain matters
following the Distribution.
 
     NOW, THEREFORE, in consideration of the premises, and of the respective
representations, warranties, covenants and agreements set forth herein, the
parties hereto hereby agree as follows:
 
                                   ARTICLE I
 
                                  DEFINITIONS
 
     1.1 Definitions.  As used in this Agreement, the following terms shall have
the following respective meanings:
 
          "common stock" with respect to AmSurg means any class of common stock
     of AmSurg now or hereafter authorized.
 
          "Exchange Act" means the Securities Exchange Act of 1934, as amended.
 
          "IRS" means the Internal Revenue Service.
 
          "IRS Ruling" means the letter ruling issued by the IRS in response to
     the Ruling Request.
 
          "Related Agreements" means the Exchange Agreement and the Management
     and Human Resources Agreement, attached hereto as Exhibits to this
     Agreement.
 
                                       A-1

<PAGE>   107
 
          "Ruling Request" means the private letter ruling request filed by AHC
     with the IRS on November 21, 1996, as supplemented and amended from time to
     time, with respect to certain tax matters relating to the Distribution.
 
          "SEC" means the Securities and Exchange Commission.
 
          "Securities Act" means the Securities Act of 1933, as amended.
 
                                   ARTICLE II
 
                  RECAPITALIZATION, EXCHANGE AND DISTRIBUTION
 
     2.1 Recapitalization, Exchange and Distribution.  Subject to the
satisfaction of the conditions set forth in Section 2.2 hereof, on the date
established in accordance with Section 2.5 as the date on which the Distribution
shall be effected (the "Distribution Date"):
 
          (a) AmSurg will undertake a recapitalization in accordance with
     Section 2.3 hereof (the "Recapitalization");
 
          (b) Upon completion of the Recapitalization, AmSurg and AHC will
     effect an exchange of all of the shares of AmSurg common stock owned by AHC
     for shares of Class B Common Stock of AmSurg in accordance with Section 2.4
     hereof (the "Exchange"); and
 
          (c) Upon completion of the Exchange, AHC will effect the Distribution
     in accordance with Section 2.5 hereof.
 
     2.2 Conditions.  The obligations of each of AHC and AmSurg to consummate
Recapitalization, the Exchange and the Distribution are subject to the
fulfillment of each of the following conditions, unless otherwise waived in
writing:
 
          (a) The IRS Ruling shall have been granted in form and substance
     satisfactory to AHC, in its sole discretion;
 
          (b) A Registration Statement on Form 10 under the Exchange Act (or, if
     deemed appropriate by AmSurg and AHC, a Registration Statement under the
     Securities Act and a Registration Statement under the Exchange Act) with
     respect to each class of common stock of AmSurg to be distributed in the
     Distribution and each class of common stock of AmSurg into which such class
     or classes may be converted shall have been declared effective by the SEC
     or shall otherwise have become effective under the Exchange Act and, if
     applicable, the Securities Act;
 
          (c) The shares of each tradable class of common stock of AmSurg to be
     distributed in the Distribution and each class of common stock into which
     such class or classes may be converted shall have been approved for listing
     on a national securities exchange or for inclusion on the Nasdaq National
     Market or such other trading market as the parties may agree;
 
          (d) The Recapitalization and the Exchange shall have been approved by
     the holders of at least a majority of the voting power of the outstanding
     shares of capital stock of AmSurg at a meeting of the shareholders of
     AmSurg and, if dissenters' rights apply, holders of no more than 5% of the
     outstanding shares of common stock of AmSurg shall have indicated their
     intent to seek appraisal for their shares under the Tennessee Business
     Corporation Act;
 
          (e) The holders of the Series A Redeemable Preferred Stock and Series
     B Convertible Preferred Stock, without par value, of AmSurg shall have
     approved the modification and waiver of their rights to elect one director
     of AmSurg effected through the AmSurg Charter and the Shareholders'
     Agreement, dated as of April 2, 1992, as amended by Amendment No. 1 dated
     September 27, 1993 and Amendment No. 2, dated as of November 20, 1996, by
     and among AmSurg and the persons identified on the signature pages thereto
     as the Founding Investors, the Founding Management and the Preferred Stock
     Purchasers, in each case so as to permit AHC to distribute "control" within
     the meaning of Section 368(c) of the Code;
 
                                       A-2

<PAGE>   108
 
          (f) The Special Committee of the Board of Directors of AmSurg shall
     have received an opinion, acceptable to it, of J.C. Bradford & Co. as to
     the fairness, from a financial point of view, of the Recapitalization,
     Exchange and Distribution to shareholders of AmSurg other than AHC and such
     other opinions as may be deemed appropriate by such committee and such
     opinion or opinions shall not have been withdrawn;
 
          (g) The Board of Directors of AHC shall have received an opinion,
     acceptable to it, of Morgan Keegan & Co., Inc. as to the fairness, from a
     financial point of view, of the Recapitalization, the Exchange and the
     Distribution to the stockholders of AHC, a favorable opinion of Houlihan,
     Lokey, Howard & Zukin as to certain solvency issues and such other opinions
     as may be deemed appropriate by the Board of Directors of AHC and such
     opinions shall not have been withdrawn;
 
          (h) There shall be no proposed legislation or regulation introduced
     which, if adopted, would have the effect of amending the Code so as to
     alter in any materially adverse respect the substantially tax-free
     treatment of the Distribution under Section 355 of the Code or the
     classification of the Recapitalization and Exchange as a tax-free
     organization under Section 368(a)(1)(E) of the Code;
 
          (i) The matters set forth in Section 2.7(a), (c), (d), (e) and (f)
     shall have been approved by the shareholders of AmSurg; and
 
          (j) Any required waiting period applicable to the Exchange or the
     Distribution under the HartScott-Rodino Antitrust Improvements Act of 1976,
     as amended, shall have expired or otherwise terminated and AHC and AmSurg
     shall each have obtained such other consents and approvals of federal,
     state and local governmental authorities and other third parties as shall
     be deemed necessary or appropriate by the Boards of Directors of AHC and
     AmSurg in connection with the transactions contemplated hereby, and there
     shall be no suit or governmental proceeding pending or overtly threatened
     that would challenge the validity of or seek to enjoin the
     Recapitalization, the Exchange or the Distribution.
 
     2.3 Recapitalization.  The Recapitalization will be effected, subject to
the satisfaction or waiver of the conditions set forth in Section 2.2 above,
through an amendment to the Charter of AmSurg. The Recapitalization will: (a)
reduce on a one for three basis the number of outstanding shares of common stock
of AmSurg through a reverse stock split (or transaction having the effect of a
reverse stock split), with the intention of permitting the shares of common
stock of AmSurg distributed in the Distribution to trade at proportionately
higher per share prices and thereby improving the trading markets for these
shares in order to facilitate subsequent equity financings and acquisition
transactions (the "Reverse Stock Split") and (b) authorize a new class of common
stock (the "Class B Common Stock") having seven votes per share in the election
of directors of AmSurg so that, when exchanged for all of the shares of common
stock of AmSurg then owned by AHC, AHC will own shares of common stock of AmSurg
sufficient to constitute "control" within the meaning of Section 368(c) of the
Code. The Reverse Stock Split will be accomplished by converting each three
shares of common stock of AmSurg outstanding immediately prior to the Reverse
Stock Split into a single share of a newly authorized class of common stock of
AmSurg, denominated Class A Common Stock (the "Class A Common Stock"). Following
the Recapitalization the only authorized classes of common stock will be Class A
Common Stock and Class B Common Stock. Unless otherwise required by the IRS
Ruling, the Class A Common Stock and Class B Common Stock will have the terms
substantially as set forth in the Amended and Restated Charter approved by the
AmSurg Board of Directors on the date hereof. It is understood and agreed that
the number of votes per share of Class B Common Stock is required to be
sufficient to enable AHC to distribute, in the Distribution, "control" of AmSurg
within the meaning of Section 368(c) of the Code, after giving effect to any
anticipated issuances of capital stock of AmSurg on the exercise of stock
options and any issuances in possible equity financing transactions and
acquisitions, but that AmSurg shall not issue more shares of Class B Common
Stock than are to be issued in the Exchange. The Recapitalization is intended to
qualify for tax free treatment, for federal income tax purposes, under Section
368(a)(1)(E) of the Code. In connection with the Recapitalization, no changes
will be made in any options to purchase shares of AmSurg common stock, except
that the shares of common stock authorized or subject to outstanding options
will become shares of Class A Common Stock, the number of shares authorized
 
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<PAGE>   109
 
or subject to outstanding options will be reduced on a one for three basis, and
the exercise price per share will be proportionately increased in the Reverse
Stock Split in accordance with the provisions of the plans under which such
options were granted.
 
     2.4 Exchange.  On or prior to the Distribution Date, AHC and AmSurg will
enter into an Exchange Agreement in substantially the form approved by the
AmSurg Board of Directors on the date hereof (the "Exchange Agreement").
Pursuant to the Exchange Agreement, on the Distribution Date, subject to the
satisfaction or waiver of the conditions set forth in Section 2.2 above and the
completion of the Recapitalization, (a) AHC will deliver to AmSurg a number of
shares of Class A Common Stock of AmSurg which will constitute all of the shares
of AmSurg Class A Common Stock held by AHC as provided in the Exchange Agreement
and (b) AmSurg will deliver to AHC the same number of shares of Class B Common
Stock.
 
     2.5 Distribution.  Subject to the satisfaction or waiver of the conditions
set forth in Section 2.2 above and the completion of the Recapitalization and
the Exchange, AHC will on the Distribution Date distribute to the AHC Holders
(as hereinafter defined) all of the shares of Class A Common Stock and Class B
Common Stock of AmSurg owned by AHC by delivering certificates for such shares
to the transfer agent for the AHC Common Stock (the "Transfer Agent") for
delivery to the AHC Holders. The Distribution shall be deemed to be effective
upon notification by AHC to the Transfer Agent that the Distribution has been
declared and is effective and that the Transfer Agent is authorized to proceed
with the Distribution. No fractional shares shall be delivered to the AHC
Holders in the Distribution. The shares that would otherwise be distributed as
fractional shares to AHC Holders will be sold by the Transfer Agent on behalf of
AHC Holders who would otherwise receive fractional shares and the proceeds of
such sale will be paid to such AHC Holders in lieu of such fractional shares.
The term "AHC Holders" means the holders of record of shares of AHC Common Stock
on the date established by the Board of Directors of AHC as the record date for
the Distribution (the "Distribution Record Date"). In connection with the
Distribution, the exercise price of all outstanding options to purchase shares
of AHC Common Stock and (if deemed appropriate by the Board of Directors AHC or
the committee of the Board of Directors of AHC administering such plans) the
number of shares of AHC Common Stock underlying such options shall be adjusted
to reflect the effect of the Distribution in accordance with the provisions of
the plans under which such options were granted.
 
     2.6 Certain Related Agreements.  Effective upon the Distribution, AHC will
enter into a Management and Human Services Agreement in substantially the form
approved by the AmSurg Board of Directors on the date hereof, and AmSurg will
assume all liabilities with respect to then current or former employees of
AmSurg under employee benefit plans maintained by AHC as provided in such
Management and Human Services Agreement. Following the Distribution, the
Sublease Agreement between AHC and AmSurg will be continued in accordance with
its terms.
 
     2.7 Governance of AmSurg Following the Distribution.  Prior to the
Distribution, AHC and AmSurg will agree on (a) a slate of directors to be
elected as the members of the Board of Directors of AmSurg effective upon the
Distribution and any terms and classes for such directors as may be agreed upon
by AHC and AmSurg, (b) the persons to be the executive officers of AmSurg
effective upon the Distribution, (c) the terms of any amendments to the Charter
of AmSurg (other than any amendments to the Charter necessary to implement the
Recapitalization in accordance with Section 2.3 hereof and the amendments
referred to in Section 2.2(e) hereof) to be effective upon the Distribution, (d)
the terms of any amendments to the Bylaws of AmSurg to be effective upon the
Distribution, (e) the terms of a new Employee Stock Incentive Plan to be
effective upon the Distribution and (f) the terms of advisory services to be
provided by each of Thomas G. Cigarran and Henry D. Herr for AmSurg to be
effective following the Distribution.
 
     2.8 Stock Incentive Plans and Agreements of AmSurg.  AHC and AmSurg hereby
agree that none of the transactions contemplated by this Distribution Agreement,
including the Recapitalization, the Exchange and the Distribution, will
constitute, individually or in the aggregate, a "change in control" under the
terms of any stock incentive plan, stock incentive agreement, employment or
severance agreement, or similar plan or agreement of AmSurg.
 
                                       A-4

<PAGE>   110
 
                                  ARTICLE III
 
                      COVENANTS PRIOR TO THE DISTRIBUTION
 
     3.1 Actions Prior to the Distribution.  As promptly as practicable after
the date hereof and prior to the Distribution Date:
 
          (a) AHC and AmSurg shall prepare, and shall file with the SEC, either
     (i) a Registration Statement on Form 10 under the Exchange Act, which shall
     set forth appropriate disclosure concerning AmSurg, the Distribution and
     certain other matters, or (ii) if AHC determines that the Distribution may
     not be effected without registration under the Securities Act, a
     registration statement under the Securities Act on an appropriate form
     covering the AmSurg common stock (the "33 Act Registration Statement") and
     a registration statement under the Exchange Act (the "34 Act Registration
     Statement"), which may include or incorporate by reference the information
     contained in the filings referred to in the 33 Act Registration Statement.
     AHC and AmSurg will use their best efforts to cause the Registration
     Statement on Form 10 or the 34 Act Registration Statement and the 33 Act
     Registration Statement, to be declared effective. The Registration
     Statement on Form 10 or 33 Act Registration Statement shall also serve as
     an Information Statement with respect to the Distribution to be delivered
     to the AHC Holders.
 
          (b) AHC and AmSurg shall cooperate in preparing, filing with the SEC
     and causing to become effective any registration statements or amendments
     thereto which are appropriate to reflect the establishment of, or
     amendments to, any employee benefit and other plans contemplated by this
     Agreement.
 
          (c) AHC and AmSurg shall take all such action as may be necessary or
     appropriate under state securities or "Blue Sky" laws in connection with
     the transactions contemplated by this Agreement.
 
          (d) AmSurg shall prepare and file and seek to make effective, an
     application to permit the inclusion on The Nasdaq Stock Market's National
     Market or the listing on a national securities exchange of each class of
     common stock of AmSurg to be distributed in the Distribution and each class
     into which such class or classes may be converted; provided, however, that
     no class that cannot by its terms be traded shall be required to be so
     included or listed.
 
          (e) AHC shall request the Division of Corporation Finance of the SEC
     to issue a no-action letter to the effect that it will not recommend
     enforcement action to the SEC if the Distribution is effected without
     registration under the Securities Act and such other matters as AHC or its
     counsel may deem necessary or appropriate.
 
          (f) AmSurg shall duly call and hold a meeting of its shareholders, and
     shall prepare and deliver to its shareholders a proxy statement with
     respect to such meeting, to approve the terms of the Recapitalization, the
     matters referred to in Section 2.7(a), (c), (d), (e) and (f) hereof and any
     other matters requiring approval in connection with the transactions
     contemplated by this Agreement.
 
          (g) In addition to the actions specifically provided for elsewhere in
     this Agreement, each of the parties hereto shall use its reasonable best
     efforts to take or cause to be taken, all actions, and to do, or cause to
     be done, all things reasonably necessary, proper or advisable under
     applicable laws, regulations and agreements to consummate and make
     effective the transactions contemplated by this Agreement, including,
     without limitation, using its best efforts to obtain the consents and
     approvals to enter into any amendatory agreements and to make the filings
     and applications necessary or desirable to have been obtained, entered into
     or made in order to consummate the transactions contemplated by this
     Agreement.
 
     3.2 Amendment to AmSurg Documents.  In order to better prepare itself for
becoming a publicly traded company, AmSurg may amend or establish new employee
benefit plans and amend or adopt other corporate documents as the Board of
Directors of AmSurg may deem reasonably necessary or appropriate, subject to
shareholder approval if necessary. AHC, as shareholder of AmSurg, shall vote in
favor of any such actions submitted to shareholders of AmSurg to the extent that
AHC agrees that such actions are necessary or appropriate for AmSurg as an
independent public company.
 
                                       A-5

<PAGE>   111
 
     3.3 Agreement to Vote.  AHC, in its capacity as a shareholder of AmSurg,
hereby agrees to vote all shares of capital stock of AmSurg owned by AHC in
favor of the Recapitalization, the matters referred to in Section 2.7(a), (c),
(d), (e) and (f) and, subject to Section 3.2 above, any other matters requiring
the approval of the shareholders of AmSurg in connection with the transactions
contemplated by this Agreement.
 
                                   ARTICLE IV
 
                      COVENANTS FOLLOWING THE DISTRIBUTION
 
     4.1 Compliance with IRS Ruling.  Following the Distribution, each of AHC
and AmSurg shall, and shall use its best efforts to cause each of its respective
affiliates and subsidiaries to, comply with each representation and statement
made, or to be made, to any taxing authority in connection with the IRS Ruling
or any other ruling obtained, or to be obtained, by AmSurg and AHC acting
together, from the IRS or any other taxing authority with respect to any
transaction contemplated by this Agreement.
 
     4.2 Provision of Corporate Records.  Except as may otherwise be provided in
a Related Agreement, AHC shall arrange as soon as practicable following the
Distribution Date, to the extent not previously delivered in connection with the
transactions contemplated herein, for the transportation to AmSurg of the AmSurg
Books and Records (as hereinafter defined) in its possession except to the
extent such items are already in the possession of AmSurg or any of its
subsidiaries. The AmSurg Books and Records shall be the property of AmSurg, but
shall be available to AHC for review and duplication as is reasonably necessary
until AHC shall notify AmSurg in writing that such records are no longer of use
to AHC. "AmSurg Books and Records" means the books and records (including
computerized records) of AmSurg and its subsidiaries and any other books and
records of AHC or its subsidiaries which relate principally to the business of
AmSurg and its subsidiaries, are necessary to conduct the business of AmSurg and
its subsidiaries, or are required by law to be retained by AmSurg or its
subsidiaries, including, without limitation, all such books and records relating
to AmSurg employees, original corporate minute books, stock ledgers and
certificates and corporate seals, and all licenses, leases, agreements and
filings, relating to AmSurg or its subsidiaries or their businesses.
 
     4.3 Access to Information.  Except as otherwise provided in a Related
Agreement, from and after the Distribution Date, AHC shall afford to AmSurg and
its authorized accountants, counsel and other designated representatives
reasonable access (including using reasonable efforts to give access to persons
or firms possessing information) and duplicating rights during normal business
hours to all records, books, contracts, instruments, computer data and other
data and information relating to pre-Distribution operations (collectively,
"Information") within AHC's possession insofar as such access is reasonably
required by AmSurg for the conduct of its business, subject to appropriate
restrictions for classified or privileged information. Similarly, except as
otherwise provided in a Related Agreement, AmSurg shall afford to AHC and its
authorized accountants, counsel and other designated representatives reasonable
access (including using reasonable efforts to give access to persons or firms
possessing information) and duplicating rights during normal business hours to
Information within AmSurg's possession, insofar as such access is reasonably
required by AHC for the conduct of its business, subject to appropriate
restrictions for classified or privileged information. Information may be
requested under this Article IV for the legitimate business purposes of either
party, including without limitations, audit, accounting, claims, litigation and
tax purposes, as well as for purposes of fulfilling disclosure and reporting
obligations and for performing this Agreement and transactions contemplated
hereby.
 
     4.4 Production of Witnesses.  At all times from and after the Distribution
Date, each of AmSurg and AHC shall use reasonable efforts to make available to
the other, upon written request, its and its subsidiaries' officers, directors,
employees and agents as witnesses to the extent that such persons may reasonably
be required in connection with any legal, administrative or other proceedings in
which the requesting party may be involved.
 
     4.5 Retention of Records.  Except as otherwise required by law or agreed to
in a Related Agreement or otherwise in writing, each of AmSurg and AHC may
destroy or otherwise dispose of any of the Information at any time after the
seventh anniversary of this Agreement. Notwithstanding the foregoing, either
party may
 
                                       A-6

<PAGE>   112
 
destroy or dispose of such Information at any time if prior to such destruction
or disposal, (a) it shall provide no less than 90 or more than 120 days prior
written notice to the other, specifying in reasonable detail the Information
proposed to be destroyed or disposed of and (b) if a recipient of such notice
shall request in writing prior to the scheduled date for such destruction or
disposal that any of the Information proposed to be destroyed or disposed of be
delivered to such requesting party, the party proposing the destruction or
disposal shall promptly arrange for the delivery of such of the Information as
was requested at the expense of the party requesting such Information.
 
     4.6 Confidentiality.  Each party shall hold, and shall cause its officers,
employees, agents, consultants and advisors to hold, in strict confidence,
unless compelled to disclose by judicial or administrative process or, in the
opinion of its counsel, by other requirements of law, all non-public Information
concerning the other party furnished it by such other party or its
representatives pursuant to this Agreement (except to the extent that such
Information can be shown to have been (a) available to such party on a
non-confidential basis prior to its disclosure by the other party, (b) in the
public domain through no fault of such party or (c) later lawfully acquired from
other sources by the party to which it was furnished), and each party shall not
release or disclose such Information to any other person, except its auditors,
attorneys, financial advisors, bankers and other consultants and advisors who
agree to be bound by the provisions of this Section 4.6. Each party shall be
deemed to have satisfied its obligation to hold confidential Information
concerning or supplied by the other party if it exercises the same care as it
takes to preserve confidentiality for its own similar confidential Information.
 
     4.7 Indemnification.  From and after the Distribution Date, except as
otherwise provided in any Related Agreement, (a) AHC will indemnify and hold
AmSurg harmless from and against all liabilities with respect to the business
and assets of AHC and its subsidiaries (other than AmSurg and its subsidiaries)
whether arising before or after the Distribution Date, other than liabilities
arising out of the gross negligence or fraud of AmSurg and (b) AmSurg will
indemnify and hold AHC harmless from and against all liabilities with respect to
the business and assets of AmSurg and its subsidiaries, whether arising before
or after the Distribution Date, other than liabilities arising out of the gross
negligence or fraud of AHC.
 
                                   ARTICLE V
 
                           MISCELLANEOUS AND GENERAL
 
     5.1 Termination; Modification or Amendment.  This Agreement may be
terminated and the transactions contemplated hereby abandoned at any time prior
to the Recapitalization by mutual agreement of AmSurg and AHC. In the event of
such termination, no party shall have any liability of any kind to any other
party. The parties hereto may modify or amend this Distribution Agreement by
written agreement executed and delivered by authorized officers of the
respective parties.
 
     5.2 Counterparts.  For the convenience of the parties hereto, this
Agreement may be executed in any number of separate counterparts, each such
counterpart being deemed to be an original instrument, and all such counterparts
shall together constitute the same agreement.
 
     5.3 Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware applicable to transactions
occurring solely within the State of Delaware.
 
     5.4 Notices.  Any notice, request, instruction or other document to be
given hereunder by any party to the other shall be in writing and shall be
deemed to have been duly given (i) on the date of delivery if delivered by
facsimile (upon confirmation of receipt) or personally, (ii) on the first
business day following the date of dispatch if delivered by Federal Express or
other next-day courier service, or (iii) on the third business day following the
date of mailing if delivered by registered or certified mail; return receipt
requested, postage
 
                                       A-7

<PAGE>   113
 
prepaid. All notices hereunder shall be delivered as set forth below, or
pursuant to such other instructions as may be designated in writing by the party
to receive such notice:
 
        (a) If to AHC:
 
            American Healthcorp, Inc.
            One Burton Hills Boulevard
            Nashville, Tennessee 37215
            Attention: Thomas G. Cigarran
 
        with a copy to:
 
            James H. Cheek, III
            Bass, Berry & Sims PLC
            2700 First American Center
            Nashville, TN 37238
 
        (b) If to AmSurg:
 
            AmSurg Corp.
            One Burton Hills Boulevard
            Nashville, Tennessee 37215
            Attention: Ken P. McDonald
 
        with a copy to:
 
            Byron R. Trauger
            Doramus, Trauger & Ney
            222 Fourth Avenue North
            Nashville, Tennessee 37219
 
     5.5 Captions.  All section captions herein are for convenience of reference
only, do not constitute part of this Agreement and shall not be deemed to limit
or otherwise affect any of the provisions hereof.
 
     5.6 Assignment.  This Agreement and all the provisions hereof shall be
binding upon and inure to the benefit of the parties and their respective
successors and permitted assigns, but neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by either party
without the prior written consent of the other party and any such assignment of
obligation shall relieve the assigning party from its responsibility hereunder.
Except as expressly otherwise provided herein, nothing contained in this
Agreement or the agreements referred to herein is intended to confer on any
person or entity other than the parties hereto and their respective successors
and permitted assigns any benefit, rights or remedies under or by reason of this
Agreement and such other agreements.
 
     5.7 Further Assurances.  AHC and AmSurg will do such additional things as
are necessary or proper to carry out and effectuate the intent of this Agreement
or any part hereof or the transactions contemplated hereby.
 
     5.8 Expenses.  Each party will bear its own expenses in connection with the
transactions contemplated by this Agreement; provided, however, that (a) AHC and
AmSurg will share equally the costs of (i) preparing the Registration Statement
on Form 10 (or the 33 Act Registration Statement and 34 Act Registration
Statement, as applicable), (ii) preparing the Distribution Agreement and Related
Agreements and (iii) preparing the no-action letter; (b) AmSurg will be
responsible for the costs of (i) preparing and, as required, filing any charter
amendment or merger required to effect the Recapitalization, (ii) preparing,
printing (or reproducing) and mailing a proxy statement for purposes of
soliciting the votes of shareholders of AmSurg in order to effect the
Recapitalization and to obtain any other required approvals of the shareholders
of AmSurg, (iii) listing or other inclusion of the shares of AmSurg common stock
on the Nasdaq National Market or on a national securities exchange, (iv) the
SEC's registration fees, (v) any required registration or qualification of any
shares of AmSurg common stock under state Blue Sky and securities laws, (vi) the
preparation of stock certificates for the shares of AmSurg common stock to be
distributed in connection with
 
                                       A-8

<PAGE>   114
 
the Recapitalization, the Exchange and the Distribution, (vii) the fees and
expenses of J.C. Bradford & Co., (viii) the fees of Doramus, Trauger & Ney and,
with respect to services performed on behalf of AmSurg, Bass, Berry & Sims PLC,
(ix) preparing and auditing the separate financial statements of AmSurg and its
consolidated subsidiaries and (x) obtaining any governmental or third party
consents or approvals required to be obtained on the part of AmSurg in
connection with the transactions contemplated by this Agreement; and (c) AHC
will be responsible for the costs of (i) preparing the Ruling Request, (ii)
printing (or reproducing) and mailing the Information Statement included in the
Registration Statement on Form 10 to AHC Holders, (iii) the fees and expenses of
the Transfer Agent in connection with the Distribution, (iv) the fees and
expenses of Morgan Keegan & Co., Inc. and Houlihan, Lokey, Howard & Zukin, (v)
the fees and expenses of Bass, Berry & Sims PLC with respect to services
performed on behalf of AHC, (vi) preparing and auditing the financial statements
of AHC and its consolidated subsidiaries (except for the separate financial
statements of AmSurg and its consolidated subsidiaries as provided in clause
(b)(ix) above) and (vii) obtaining any governmental or third party consents or
approvals required to be obtained on the part of AHC in connection with the
transactions contemplated by this Agreement.
 
     5.9 Dispute Resolution.
 
          (a) Submission of Disputes to Arbitration.  Any claims, demands,
     disputes, differences, controversies, and/or misunderstandings arising
     under, out of, or in connection with, or in relation to this Agreement
     (collectively, a "Dispute"), shall be settled by submission of such Dispute
     (if not theretofore resolved by the parties hereto) within 45 days of
     assertion to arbitration in accordance with the provisions of this Section
     5.9 and the Commercial Arbitration Rules of the American Arbitration
     Association.
 
          (b) Selection of Arbitrators.
 
             (i) The parties may agree upon one arbitrator whose decision will
        be final and binding on them; otherwise there shall be three
        arbitrators, with one named in writing by each party and the third
        chosen by these two arbitrators (without necessary delay), and the
        decision in writing signed by those assenting thereto of any two of the
        arbitrators shall be final and binding on the parties.
 
             (ii) No one shall be nominated or act as an arbitrator who is in
        any way financially interested in this Agreement or in the business of
        either party hereto.
 
          (c) Consent to Jurisdiction.  Any and all arbitrations shall take
     place pursuant to the laws of the State of Delaware, and consent is hereby
     given to jurisdiction of courts of the State of Delaware over the parties
     to this Agreement in reference to any matter arising out of arbitration or
     this Agreement, including but not limited to confirmation of any award and
     enforcement thereof by entry of judgment thereon or by any other legal
     remedy.
 
          (d) Costs of Arbitration.  The cost of any arbitration (including the
     fees of the arbitrator or arbitrators) pursuant to this Agreement shall be
     borne equally by each party to the Dispute, unless otherwise determined by
     the arbitrator or arbitrators.
 
                                       A-9

<PAGE>   115
 
     IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the duly authorized officers of the parties hereto as of the date first
hereinabove written.
 
                                          AMERICAN HEALTHCORP, INC.
 
                                          By: /s/ HENRY D. HERR
                                            ------------------------------------
                                              Name: Henry D. Herr
                                              Title: Executive Vice President
 
                                          AMSURG CORP.
 
                                          By: /s/ CLAIRE M. GULMI
                                            ------------------------------------
                                              Name: Claire M. Gulmi
                                              Title: Senior Vice President
 
                                      A-10

<PAGE>   116
 
                                                                      APPENDIX B
 
                                                      J.C. Bradford (Letterhead)
 
                                                                   March 7, 1997
 
Special Committee of the Board of Directors
AmSurg Corp.
One Burton Hills Boulevard
Suite 350
Nashville, TN 37215
 
Gentlemen:
 
     You have requested our opinion as to the fairness, from a financial point
of view, to the holders of the outstanding common stock, par value $0.01 per
share (the "AmSurg Common Stock"), of AmSurg Corp. (the "Company" or "AmSurg"),
other than American Healthcorp, Inc. ("AHC") (such shareholders being
collectively referred to herein as the "Unaffiliated Shareholders"), of the
proposed recapitalization (the "Recapitalization") and proposed exchange (the
"Exchange") of the Common Stock, and the proposed distribution (the
"Distribution") to the holders of AHC common stock, par value $0.001 per share
(the "AHC Common Stock") of all the outstanding AmSurg Common Stock owned by
AHC. For purposes of this opinion, we have assumed that the draft Distribution
Agreement in the form previously provided to us will not vary in any material
respect form the Distribution Agreement to be signed by the parties thereto.
 
     The Recapitalization provides for, among other things, the conversion of
all shares of AmSurg Common Stock into shares of newly-issued AmSurg Class A
Common Stock, no par value (the "Class A Common Stock"), which will reduce on a
1 for 3 basis the number of outstanding shares of Common Stock through a reverse
stock split (the "Reverse Stock Split"). Immediately following the Reverse Stock
Split, AHC will exchange its shares of Class A Common Stock for shares of Class
B common stock, no par value (the "Class B Common Stock"). The sole purpose for
the Exchange is to increase the voting power of AHC in AmSurg prior to the
Distribution to the extent required in order for the Distribution to qualify for
substantially tax-free treatment for federal income tax purposes. The shares of
Class A Common Stock will have one vote per share on all matters, while the
shares of Class B Common Stock will have 7 votes per share on the election or
removal of directors of AmSurg and one vote per share on all other matters. The
shares of Class B Common Stock will convert automatically into shares of Class A
Common Stock upon the first transfer following the Distribution. The shares of
Class A and Class B Common Stock will be entitled to share ratably in any
dividends other than dividends payable with respect to AmSurg preferred stock.
In all other respects, the Class A Common Stock and Class B Common Stock will be
identical. No further shares of Class B Common Stock will be issued following
the Distribution.
 
     In the Distribution, each holder of AHC Common Stock on the Distribution
Record Date will receive a dividend of 69 shares of AmSurg Class B Common Stock
for every 100 shares of AHC Common Stock owned by such holder on the
Distribution Record Date, with cash being paid in lieu of fractional interests
in a share of Class B Common Stock.
 
     J.C. Bradford & Co., as part of its investment banking business, engages in
the valuation of businesses and securities in connection with mergers and
acquisitions, negotiated underwritings, secondary distributions of listed and
unlisted securities, private placements, and valuations for estate, corporate,
and other purposes.
 
J.C. Bradford (Address)
 
                                       B-1

<PAGE>   117
 
We have acted as financial advisor to the Special Committee of the Board of
Directors of AmSurg in connection with the proposed Recapitalization, Exchange
and Distribution and will receive a fee from the Company for our services. In
addition, the Company has agreed to indemnify us for certain liabilities arising
out of the rendering of this opinion.
 
     In conducting our analyses and arriving at our opinion, we have considered
such financial and other information as we deemed appropriate including, among
other things, the following: (i) the proposed terms of the Recapitalization,
Exchange and Distribution; (ii) the historical and current financial position
and results of operations of AHC as set forth in its periodic reports and proxy
materials filed with the Securities and Exchange Commission; (iii) the audited
financial statements of AmSurg for the fiscal years ended December 31, 1992,
1993, 1994, 1995 and 1996, as contained in the Information Statement; (iv)
certain internal operating data and financial analyses, including forecasts of
AmSurg for the years beginning January 1, 1996 and ending December 31, 2001,
which assume no future changes in accounting principles which would have a
material affect on AmSurg's financial statements; (v) the past and current
business, financial condition and prospects of AmSurg and AHC as discussed with
certain senior officers of AmSurg and AHC; (vi) certain financial, operating and
securities trading data of certain other public companies that we believed to be
comparable to AmSurg or relevant to the transaction, with such information taken
from individual companies' annual reports, SEC Forms 10-K and 10-Q; (vii) the
financial terms of certain other transactions that we believed to be relevant;
(viii) data relating to public companies with two classes of stock, including an
analysis of float of the classes, historical price and volume data, data
relating to voting rights of the stocks, and data relating to economic
differences in the classes, such as different dividend rights; (ix) reported
price and trading activity for the shares of AHC Common Stock; (x) a draft of
the Information Statement included in the registration Statement on Form 10 for
the AmSurg Common Stock filed with the Securities and Exchange Commission; (xi)
the tax ruling request, as supplemented, to the Internal Revenue Service from
AHC and AmSurg; and (xii) such other financial studies, analyses, and
investigations as we deemed appropriate for purposes of our opinion.
 
     We have taken into account our assessment of general economic, market, and
financial and other conditions and our experience in other transactions, as well
as our experience in securities valuation and our knowledge of the industries in
which AmSurg and AHC operate generally. Our opinion is necessarily based upon
the information made available to us and conditions as they exist and can be
evaluated as of the date hereof.
 
     We have relied upon the accuracy and completeness of all of the financial
and other information reviewed by us for purposes of our opinion and have not
assumed any responsibility for, nor undertaken an independent verification of,
such information. With respect to the internal operating data and financial
analyses and forecasts supplied to us, we have assumed that such data, analyses,
and forecasts were reasonably prepared on bases reflecting the best currently
available estimates and judgments of AmSurg's and AHC's respective senior
management as to the recent and likely future performance of their respective
companies. Accordingly, we express no opinion with respect to such analyses or
forecasts or the assumptions on which they are based. Also, we have not
conducted a physical inspection of all of the properties and facilities of
AmSurg and AHC, and we have not made an independent evaluation or appraisal of
the assets and liabilities of AmSurg and AHC or any of their respective
subsidiaries or affiliates and have not been furnished with any such evaluation
or appraisal.
 
     AmSurg is entitled to reproduce this opinion, in whole or in part, in its
Form 10 filed with the Securities and Exchange Commission and in any proxy
statement circulated in connection with the Recapitalization, Exchange and
Distribution as required by applicable law or as may be appropriate; provided,
that any excerpt from or reference to this opinion (including any summary
thereof) in such document must be approved by us in advance in writing.
Notwithstanding the foregoing, this opinion does not constitute a recommendation
to any holder of shares of AmSurg Common Stock to vote in favor of the
Recapitalization, Exchange and Distribution. We were engaged by the Special
Committee of the Board of Directors of AmSurg to render this opinion, upon the
Special Committee's request, in connection with the discharge of its fiduciary
obligations and understand and consent to the fact that the AmSurg Board of
Directors has received copies of this Opinion and is entitled to rely upon it in
connection with the discharge of its fiduciary duties. We have advised
 
                                       B-2

<PAGE>   118
 
the Special Committee of the Board of Directors that we do not believe that any
person (including a shareholder of the Company) other than the Special Committee
of the Board of Directors and the Board of Directors has the legal right to rely
upon this opinion for any claim arising under state law and that, should any
such claim be brought against us, this assertion will be raised as a defense. In
the absence of governing authority, this assertion will be resolved by the final
adjudication of such issue by a court of competent jurisdiction. Resolution of
this matter under state law, however, will have no effect on the rights and
responsibilities of any person under the federal securities laws or on the
rights and responsibilities of AmSurg's Board of Directors under applicable
state law.
 
     Based upon and subject to the foregoing, and based upon such other matters
as we consider relevant, it is our opinion that, as of the date hereof, the
Recapitalization, Exchange and Distribution are fair to the Unaffiliated
Shareholders from a financial point of view.
 
                                          Sincerely,
 
                                          /s/ J.C. BRADFORD & CO.
                                          --------------------------------------
                                          J.C. BRADFORD & CO.
 
                                       B-3

<PAGE>   119
 
                                                                   MORGAN KEEGAN
- --------------------------------------------------------------------------------
MORGAN KEEGAN & COMPANY, INC.
MORGAN KEEGAN TOWER
FIFTY FRONT STREET
MEMPHIS, TENNESSEE 38103
901/524-4100 TELEX 69-74324
WATS 800/368-7426
 
MEMBERS NEW YORK STOCK EXCHANGE, INC.
 
                                                                      APPENDIX C
 
                                                                   March 7, 1997
 
The Board of Directors
American Healthcorp, Inc.
One Burton Hills Boulevard
Nashville, TN 37215
 
Gentlemen:
 
     We have acted as financial advisor to American Healthcorp, Inc., a Delaware
corporation ("AHC"), in connection with the proposed recapitalization (the
"Recapitalization") of the common stock of AmSurg Corp., a Tennessee Corporation
("AmSurg"), the proposed exchange of AHC's Class A Common Stock in AmSurg for
Class B Common Stock in AmSurg ("the Exchange") and the proposed distribution
(the "Distribution") to the holders of AHC common stock, par value $0.001 per
share (the "AHC Common Stock"), of 59% of the outstanding common stock, no par
value (the "AmSurg Common Stock") of AmSurg. We have been advised that the
purposes of the Recapitalization, the Exchange and the Distribution are as set
forth in the Information Statement proposed to be sent to the stockholders of
AHC, a draft of which has been furnished to us. The Recapitalization, the
Exchange and the Distribution are described more fully in such Information
Statement. You have requested our opinion as to whether the Recapitalization,
the Exchange and the Distribution are fair to the holders of AHC Common Stock
from a financial point of view. We have assumed that the Distribution will be
substantially tax-free to AHC and its stockholders as set forth in the
Information Statement. We have not been asked to, and do not, express any
opinion as to the valuation, future performance or long-term viability of AmSurg
or AHC as an independent public company following either the Recapitalization,
the Exchange or the Distribution. This opinion does not opine on or give any
assurance of the prices at which the shares of AHC Common Stock, AmSurg Class A
Common Stock, or AmSurg Class B Common Stock will actually trade after the
Distribution.
 
     In connection with our review of the Recapitalization, the Exchange and the
Distribution, and in arriving at our opinion, we have, among other things:
 
          (i) reviewed the publicly available consolidated financial statements
     of AHC and certain other relevant financial and operating data of AHC made
     available to us from published sources and by officers of AHC;
 
          (ii) reviewed the financial statements of AmSurg contained in the
     Information Statement;
 
          (iii) reviewed certain internal financial and operating information,
     including certain projections, relating to AHC and AmSurg prepared by the
     managements of AHC and AmSurg, respectively;
 
          (iv) discussed the business, financial condition and prospects of AHC
     with certain officers of AHC;
 
          (v) discussed the business, financial condition and prospects of
     AmSurg with certain officers of AHC and AmSurg;
 
          (vi) reviewed the financial terms of the Recapitalization, the
     Exchange and the Distribution;
 
          (vii) reviewed the financial terms, to the extent publicly available,
     of certain transactions we deemed relevant;
 
                                       C-1

<PAGE>   120
 
          (viii) reviewed certain publicly available information relating to
     certain companies we deemed appropriate in analyzing AHC and AmSurg;
 
          (ix) reviewed the trading history of AHC Common Stock;
 
          (x) reviewed a draft of the Information Statement to be included in
     the Registration Statement on Form 10 for the AmSurg Common Stock to be
     filed with the Securities and Exchange Commission (the "Information
     Statement") ;
 
          (xi) reviewed the tax ruling request filed on behalf of AHC and AmSurg
     that seeks a ruling that, among other things, the Distribution will be
     substantially tax-free to AHC and its stockholders; and
 
          (xii) performed such other analyses and examinations and considered
     such other information, financial studies, analysis and investigations and
     financial, economic and market data as we deemed relevant.
 
     We have not independently verified any of the information concerning AHC or
AmSurg considered in connection with our review of the Recapitalization, the
Exchange and the Distribution and, for purposes of the opinion set forth herein,
we have assumed and relied upon the accuracy and completeness of all such
information. With respect to the financial forecasts and projections made
available to us and used in our analysis, we have assumed that they have been
reasonably prepared on bases reflecting the best currently available estimates
and judgments of the managements of AHC and AmSurg as to the expected future
financial performance of their respective companies. In our analysis, we
considered the financial aspects of certain alternatives available to AHC,
including the sale of certain of AHC's subsidiaries to an unaffiliated
purchaser, the sale of all or a portion of AmSurg to the public through an
initial public offering, and the continuance of AmSurg as an AHC subsidiary. Our
opinion is necessarily based upon market, economic, financial and other
conditions as they exist on, and can be evaluated as of, the date of this
letter. Any change in such conditions would require a reevaluation of this
opinion.
 
     In connection with our opinion, we have assumed that the Recapitalization,
the Exchange and the Distribution will be consummated on the terms and subject
to the conditions described in the Information Statement. We have also assumed
that all necessary governmental and regulatory approvals and third-party
consents will be obtained on terms and conditions that will not have a material
adverse effect on AHC or AmSurg.
 
     Morgan Keegan & Company, Inc., as part of its investment banking services,
is regularly engaged in the valuation of businesses and their securities in
connection with mergers and acquisitions, corporate restructurings, strategic
alliances, negotiated underwritings, secondary distributions of listed and
unlisted securities, private placements and valuations for corporate and other
purposes. We have acted as financial advisor to the Board of Directors of AHC in
connection with the Recapitalization, the Exchange and the Distribution and will
receive a fee for our services. Morgan Keegan & Company, Inc. may act as a
market maker and broker in AHC and AmSurg Common Stock following the
Distribution.
 
     This letter and the opinion stated herein are solely for the use of AHC's
Board of Directors and may not be reproduced, summarized, excerpted from or
otherwise publicly referred to in any manner without our prior written consent.
 
     Based upon and subject to the foregoing and such other matters as we deem
relevant, we are of the opinion that as of the date hereof, the
Recapitalization, the Exchange and the Distribution are fair to the holders of
AHC Common Stock from a financial point of view.
 
     We hereby consent to the inclusion of the full extent of our opinion and a
summary thereof in the Registration Statement on Form 10 for AmSurg and the AHC
Information Statement and to references to our name therein.
                                          Sincerely,
 
                                          /s/ MORGAN KEEGAN & COMPANY, INC.
                                          --------------------------------------
                                               Morgan Keegan & Company, Inc.
 
                                       C-2

<PAGE>   121
 
 
                                   PART II.
 
                    RECENT SALES OF UNREGISTERED SECURITIES
 
     During the period beginning February 1, 1994 and ending March 11, 1997,
AmSurg has issued the following securities:
 
          (A) At various times since February 1, 1994, AmSurg has sold an
     aggregate of 2,415,990 shares of common stock to certain founding
     stockholders and AHC for per share stock prices ranging from $2.94 to
     $5.37. These purchases were primarily used to fund the continued operations
     of AmSurg, including acquisitions and development of surgery centers during
     that period. On February 26, 1996, AHC exercised warrants issued to it by
     AmSurg for the purchase of 85,906 shares of AmSurg common stock at a per
     share exercise price of $2.70. The warrants were issued in consideration
     for AHC's guaranty of AmSurg debt.
 
          (B) At various times since February 1, 1994, AmSurg has granted
     options to purchase shares of AmSurg common stock to various employees.
     Options to purchase 2,917 shares of AmSurg common stock were exercised on
     July 26, 1996 at per share prices ranging from $2.52 to $3.33.
 
          (C) At various times since February 1, 1994, AmSurg has sold an
     aggregate of 1,321,097 shares of common stock to physician practices and
     individual physicians as partial consideration in connection with the
     acquisitions of surgery centers and in private placements to physician
     partners in connection with the development of surgery centers. The per
     share prices of these sales ranged from $2.94 to $5.91.
 
          (D) On November 20, 1996, AmSurg sold an aggregate of 500,000 shares
     of Series A Preferred Stock and 416,666 shares of Series B Preferred Stock
     to three investors in a private placement. The per share price for the
     Series A Preferred Stock and Series B Preferred Stock was $6.00 for an
     aggregate sale price of $5,500,000.
 
     The shares described above were issued without registration under the
Securities Act in reliance upon the exemptions from registration afforded by
Section 4(2) of the Securities Act and Regulation D of the Securities Act.
Reference is made to "THE DISTRIBUTION -- The Exchange" regarding shares of
AmSurg Common Stock to be issued in connection with the Exchange. Such issuance
will occur without registration under the Securities Act in reliance upon the
exemption from registration afforded by Section 3(a)(9) of the Securities Act.
 
                                      II-1

<PAGE>   122
 
                                   SIGNATURE
 
     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
 
                                          AMSURG CORP.
 
                                          By: /s/ KEN P. MCDONALD
                                            ------------------------------------
                                          Name: Ken P. McDonald
                                          Title: President
 
Date: March 11, 1997
 
                                      II-2

<PAGE>   123
 
                               INDEX TO EXHIBITS
 

<TABLE>
<CAPTION>
EXHIBIT
 NUMBER                               DESCRIPTION
- --------                              -----------
<C>        <S>  <C>
  (2.1)    --   Distribution Agreement
  (2.2)    --   Exchange Agreement
  (3.1)    --   Amended and Restated Charter of AmSurg
  (3.2)    --   Amended and Restated Bylaws of AmSurg
 *(4.1)    --   Specimen certificate representing the Class A Common Stock
 *(4.2)    --   Specimen certificate representing the Class B Common Stock
  (4.3)    --   Form of Stockholders' Agreement between AmSurg and certain
                investors
 *(4.4)    --   Preferred Stock Purchase Agreement dated as of November 20,
                1996 by and among AmSurg, Electra Investment Trust P.L.C.,
                Capitol Health Partners, L.P. and Michael E. Stevens.
 (10.1)    --   Form of Management and Human Resources Agreement between
                AmSurg and AHC
 (10.2)    --   Registration Agreement, dated April 2, 1992, as amended
                November 30, 1992, and November 20, 1996 among AmSurg and
                certain named investors therein
 (10.3)    --   Form of Indemnification Agreement with directors, executive
                officers and advisors
 (10.4)    --   Amended and Restated Loan Agreement dated as of June 25,
                1996 between AmSurg and SunTrust Bank, Nashville, N.A.
 (10.5)    --   Sublease dated as of June 9, 1996 between AHC and AmSurg
 (10.6)    --   Letter Agreement dated as of December 31, 1996 between
                AmSurg and AHC
 (10.7)    --   1992 Stock Option Plan
 (10.8)    --   1997 Stock Incentive Plan
 (10.9)    --   Form of Employment Agreement with executive officers
 (10.10)   --   Form of Advisory Agreement with Thomas G. Cigarran and Henry
                D. Herr
 (21.1)    --   Subsidiaries of AmSurg
 (27.1)    --   Financial Data Schedule
</TABLE>

 
- ---------------
 
 * To be filed by amendment.
 
                                      II-3