SEC Filings

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


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                                                                     Exhibit 2.1
 
   
                  AMENDED AND RESTATED DISTRIBUTION AGREEMENT
    
 
   
     This AMENDED AND RESTATED DISTRIBUTION AGREEMENT, dated as of November 3,
1997 (this "Amended and Restated 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-eight percent (58%) 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 a portion 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;
    
 
   
     WHEREAS, on March 7, 1997, AHC and AmSurg executed a Distribution Agreement
and;
    
 
   
     WHEREAS, certain circumstances have made it necessary to amend certain
provisions of the Agreement;
    
 
   
     NOW, THEREFORE, in consideration of the premises, and of the respective
representations, warranties, covenants and agreements set forth herein, the
parties hereto hereby amend and restate the Distribution Agreement and 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.
 
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          "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.
 
   
          "Ruling Request" means the private letter ruling request filed by AHC
     with the IRS on October 23, 1997, 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.
 
   
          "Tax Opinions" means the legal opinions of Bass, Berry & Sims PLC and
     Sutherland, Asbill & Brennan with respect to certain tax matters relating
     to the Distribution.
    
 
                                   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 a portion 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
the 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, or Tax Opinions rendered,
     in form and substance satisfactory to AHC, in its sole discretion;
    
 
   
          (b) A Registration Statement on Form 10 under the Exchange Act with
     respect to each class of common stock of AmSurg to be distributed in the
     Distribution shall have been declared effective by the SEC or shall
     otherwise have become effective under the Exchange Act;
    
 
   
          (c) The shares of each tradable class of common stock of AmSurg to be
     distributed in the Distribution 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
 
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     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;
 
          (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 Hart-Scott-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 ten votes per share in the election
and removal of directors so that, when exchanged for 4,787,131 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 or the Tax Opinions, 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
    
 
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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 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 4,787,131
shares of Class A Common Stock of AmSurg 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 of 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
 
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any stock incentive plan, stock incentive agreement, employment or severance
agreement, or similar plan or agreement of AmSurg.
 
                                  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, an
     amendment to the AmSurg Registration Statement on Form 10 under the
     Exchange Act, which shall set forth appropriate disclosure concerning
     AmSurg, the Distribution and certain other matters. The Registration
     Statement on Form 10, as amended, 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; provided,
     however, that no class that cannot by its terms be traded shall be required
     to be so included or listed.
    
 
   
          (e) 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.
    
 
   
          (f) 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 a 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.
    
 
     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.
 
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                                   ARTICLE IV
 
                      COVENANTS FOLLOWING THE DISTRIBUTION
 
   
     4.1 Compliance with IRS Ruling or Tax Opinions.  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 Tax Opinions or any other ruling or tax
opinion obtained, or to be obtained, by AmSurg and AHC acting together, from the
IRS or any other taxing authority or law firm 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 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
 
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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 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

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         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 and amending the
Registration Statement on Form 10, (ii) preparing the Distribution Agreement and
Related Agreements 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 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 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 and, if applicable, the Tax Opinions, (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.,
    
 
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<PAGE>   9
 
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.
 
   
     IN WITNESS WHEREOF, this Amended and Restated 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:
 
                                            ------------------------------------
                                              Name: Henry D. Herr
                                              Title: Executive Vice President
 
                                          AMSURG CORP.
 
                                          By:
 
                                            ------------------------------------
                                              Name: Claire M. Gulmi
                                              Title: Senior Vice President
 
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