SEC Filings

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


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                                                                   Exhibit 3.1


                          AMENDED AND RESTATED CHARTER
                                       OF
                                  AMSURG CORP.

         Pursuant to the provisions of Section 48-20-107 of the Tennessee
Business Corporation Act, the undersigned corporation hereby amends and restates
its Charter to supersede the original Charter and any and all prior amendments
thereto as follows:

         The name of the corporation is: AmSurg Corp.

I.       The text of the Amended and Restated Charter is as follows:

         1. The name of the corporation (hereinafter called the "Corporation")
is AmSurg Corp.

         2. The Corporation is for profit.

         3. The duration of the Corporation is perpetual.

         4. The street address and zip code of the Corporation's principal
office in Tennessee shall be:

                                    One Burton Hills Boulevard
                                    Suite 350
                                    Nashville, TN 37215
                                    County of Davidson

         5. (a) The name of the Corporation's registered agent is Claire M.
Gulmi.

            (b) The street address, zip code, and county of the Corporation's 
registered office and registered agent in Tennessee shall be:

                                    One Burton Hills Boulevard
                                    Suite 350
                                    Nashville, TN 37215
                                    County of Davidson

         6. The Corporation is organized to do any and all things and to
exercise any and all powers, rights, and privileges that a corporation may now
or hereafter be organized to do, or to exercise, under the Tennessee
 Business
Corporation Act, as amended.

   
         7. The aggregate number of shares of capital stock the Corporation is
authorized to issue is 29,800,000 shares, of which 4,800,000 shares shall be
Class B Common Stock,
    


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no par value, 20,000,000 shares shall be Class A Common Stock, no par value
(collectively the "Common Stock"), and 5,000,000 shares shall be preferred
stock, no par value (the "Preferred Stock") of which 500,000 shares are
designated as Series A Redeemable Preferred Stock and 416,666 shares are
designated as Series B Convertible Preferred Stock. The Board of Directors may
determine, in whole or in part, the preferences, limitations, and relative
rights of any class of shares before the issuance of any shares of that class or
one or more series within a class before the issuance of any shares within that
series.

         The preferences, limitations, and relative rights of the above
designated classes of stock shall be as follows:

(1) Series A Redeemable Preferred Stock. There shall be a series of Preferred
Stock to be known and designated as Series A Redeemable Preferred Stock. The
number of shares constituting such series shall be 500,000. Set forth below in
this Section (1) of Article 7 is a statement of the designations and the powers,
preferences and rights, and the qualifications, limitations or restrictions
thereof. All subsection references contained herein shall be to this Section (1)
of Article 7.
    

         (a)      Dividends.

                           (i) During the period prior to and including November
                  20, 1998, holders of Series A Redeemable Preferred Stock shall
                  be entitled to no dividends. Thereafter, holders of Series A
                  Redeemable Preferred Stock shall be entitled to a cash
                  dividend per share in an amount, per annum, equal to eight
                  percent (8%) of the purchase price per share, payable in
                  arrears in installments on the first day of each calendar
                  quarter and from funds legally available therefor. The
                  dividends provided for hereunder shall be cumulative and to
                  the extent they are not paid as provided for herein because
                  funds are not legally available therefor or otherwise, they
                  shall be paid as soon as funds are legally available therefor
                  and before any dividends or other distribution (including
                  distributions made as a result of any reorganization,
                  reclassification, merger, consolidation or disposition of
                  assets) are made to holders of the Corporation's Common Stock
                  but subject to the rights, preferences and privileges of any
                  other series of Preferred Stock then issued and outstanding.
                  The dividends hereunder shall be entitled to a liquidation
                  preference pursuant to Subsection (b).

                           (ii) In the event that the enforcement of any right
                  or remedy accorded to the holders of the Series A Redeemable
                  Preferred Stock upon an Event of Default as set forth in the
                  Purchase Agreement would violate or be restricted by any
                  covenant contained in any instrument relating to any Debt of
                  the Corporation to Suntrust Bank, Nashville, N.A.
                  ("Suntrust"), or any amendment, extension, refunding or
                  refinancing thereof, and upon written request by the
                  Corporation to each holder, the holders shall refrain from
                  asserting any such right or remedy. For



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                  so long as the Event of Default remains uncured, or in the
                  event that Suntrust or any other lender to the Corporation
                  refuses to consent to the payment of the dividend set forth in
                  Subsection (a)(i), the holders shall be entitled to a cash
                  dividend per share in an amount, per annum, equal to fourteen
                  percent (14%) of the purchase price per share, payable in
                  arrears and installments on the first day of each calendar
                  quarter and from funds legally available therefor. The
                  dividends provided for hereunder shall be cumulative and, to
                  the extent they are not paid as provided for herein because
                  funds are not legally available therefor or otherwise, they
                  shall be paid as soon as funds are legally available therefor
                  and before any dividends or other distributions (including
                  distributions made as a result of any reorganization,
                  reclassification, merger, consolidation or disposition of
                  assets) are made to holders of the Corporation's Common Stock,
                  but subject to the rights, preferences and privileges of any
                  other series of Preferred Stock then issued and outstanding.
                  Upon cure by the Corporation of such Event of Default, or upon
                  consent by each lender whose consent is necessary for the
                  payment of a dividend, and upon payment of all due or accrued
                  dividends, the cumulative dividend per share under this
                  Subsection (a)(ii) shall thereupon be reduced to the dividend,
                  if any, to which the holder would be entitled absent an Event
                  of Default, or upon consent by all such lenders. The dividends
                  hereunder shall be entitled to a liquidation preference
                  pursuant to Subsection (b).

         (b) Liquidation. Upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of the Series A
Redeemable Preferred Stock will be entitled to be paid out of the assets of the
Corporation available for distribution to shareholders (whether from capital,
surplus or earnings), before any distribution or payment is made upon any other
Junior Securities, an amount in cash equal to the aggregate Liquidation Value of
all Series A Redeemable Preferred Stock outstanding, and the holders of the
Series A Redeemable Preferred Stock will not be entitled to any further payment.
If, upon any such liquidation, dissolution or winding up of the Corporation, the
assets of the Corporation to be distributed among the holders of the Series A
Redeemable Preferred Stock are insufficient to permit payment to such holders of
the aggregate amount to which they are entitled, then the entire assets of the
Corporation to be distributed to such holders will be distributed ratably among
such holders based upon the aggregate Liquidation Value of the Series A
Redeemable Preferred Stock held by each such holder. The Corporation will mail
written notice of such liquidation, dissolution or winding up, not less than
thirty (30) days prior to the payment date stated therein, to each record holder
of Series A Redeemable Preferred Stock. Neither the consolidation or merger of
the Corporation into or with any other corporation or corporations, nor the sale
or transfer by the Corporation of all or any part of its assets, nor the
reduction of the capital stock of the Corporation, will be deemed to be a
liquidation, dissolution or winding up of the Corporation within the meaning of
this Subsection (b).
    

         (c) Stock Combinations and Subdivisions. Subject to the rights,
preferences and privileges of any Common Stock and other series of Preferred
Stock outstanding from time to time


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and to the immediately following sentence, in the event the Corporation in any
manner subdivides or combines the outstanding shares of any class of common
stock, the Series A Redeemable Preferred Stock shall automatically be combined
or subdivided in such manner as may be permitted by applicable law so that
following such an event, the conversion rate, ownership interests and voting
interests of the Series A Redeemable Preferred Stock shall be equitably
preserved. Series A Redeemable Preferred Stock shall not be combined or
subdivided unless at the same time there is a proportionate combination or
subdivision of all other classes and series of capital stock of the Corporation.

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

   
                       (i) no amendment, modification or waiver will be
             binding or effective with respect to any provision of this
             Section 1 unless approved by the affirmative vote of the
             holders of at least two-thirds of the outstanding shares of
             Series A Redeemable Preferred Stock voting together as a
             separate class; and
    

                      (ii) the affirmative vote of the holders of
             two-thirds of the outstanding shares of Series A Redeemable
             Preferred Stock voting together as a separate class shall be
             necessary to increase the number of authorized shares of
             Preferred Stock or authorize or issue any additional shares of
             any series of Preferred Stock or any shares of capital stock
             of the Corporation of any class, or any security or
             obligations convertible into any capital stock of the
             Corporation of any class, other than the Corporation's Series
             B Convertible Preferred Stock, in each case ranking on a
             parity with or senior to the Series A Redeemable Preferred
             Stock as to distribution of assets in liquidation or in the
             right of payment of dividends.

             In all other matters, subject to voting rights that may be
             granted to holders of other classes or series of Preferred
             Stock and Common Stock outstanding from time to time, the
             holders of Series A Redeemable Preferred Stock shall vote
             together with the holders of Common Stock and the holders of
             all other series of Preferred Stock as a single class. In all
             matters that the holders of Series A Redeemable Preferred
             Stock are entitled to so vote, such holders shall be entitled
             to .25 votes per share of Series A Redeemable Preferred Stock.

                      (iii) With respect to the election of members to the
             Board of Directors (each, a "Director"), the Purchasers of
             Series A Redeemable Preferred Stock and the Purchasers of
             Series B Convertible Preferred Stock pursuant to the Purchase
             Agreement, voting together as a separate class, shall be
             entitled to elect one (1) Director under the circumstances
             described below in this Subsection (d)(iii). In addition, the
             Purchasers of Series A Redeemable Preferred Stock and the
             Purchasers of Series B Convertible Preferred Stock, voting
             together as a separate



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               class, shall be entitled to vote on the removal, with or
               without cause, of any Director elected by them pursuant to
               this Subsection (d)(iii). Any vacancy in the office of a
               Director elected by the Purchasers of Series A Redeemable
               Preferred Stock and Purchasers of Series B Convertible
               Preferred Stock may be filled by a vote of such Purchasers
               voting together as a separate class. In the absence of a vote
               within 30 days, any such vacancy may be filled by the
               remaining Directors. Any Directors elected by the Board of
               Directors to fill a vacancy shall serve until the next annual
               meeting of shareholders and until his successor has been duly
               elected and qualified. The rights of the Purchasers hereunder
               shall commence on May 31, 2000 if a Qualified IPO has not
               occurred before that date and shall terminate thereafter upon
               the occurrence of a Qualified IPO.

      (e)      Optional Conversion.

                         (i) Notwithstanding anything in Subsection (f) to the
                contrary, at the option of the holders of the Series A
                Redeemable Preferred Stock and upon the occurrence of a
                Conversion Event, and for a period of thirty (30) days
                thereafter, each holder of record of Series A Redeemable
                Preferred Stock may, in such holder's sole discretion and at
                such holder's option, convert any whole number or all of such
                holder's shares of Series A Redeemable Preferred Stock into
                fully paid and non-assessable shares of Class A Common Stock
                at a rate equal to the Conversion Rate. Any such conversion
                may be effected by a holder of Series A Redeemable Preferred
                Stock surrendering, on a date no later than thirty (30) days
                after the occurrence of a Conversion Event, such holder's
                certificate or certificates for the shares of Series A
                Redeemable Preferred Stock to be converted, duly endorsed, at
                the office of the Corporation or any transfer agent for the
                Series A Redeemable Preferred Stock together with a written
                notice to the Corporation at such office that such holder
                elects to convert all or a specified number of shares of
                Series A Redeemable Preferred Stock and stating the name or
                names in which such holder desires the certificate or
                certificates for such shares of Class A Common Stock to be
                issued. Promptly thereafter, the Corporation shall issue and
                deliver to such holder or such holder's nominee or nominees, a
                certificate or certificates for the number of shares of Class
                A Common Stock to which such holder shall be entitled as
                provided for herein. Such conversion shall be deemed to have
                been made at 12:01 a.m., local time on the day of such
                surrender and the person or persons entitled to receive the
                shares of Class A Common Stock issuable on such conversion
                shall be treated for all purposes as the record holder or
                holders of such shares of Class A Common Stock on that date.
                The Corporation shall pay all taxes and other charges in
                respect of the issuance of shares of Class A Common Stock upon
                any such conversion; provided, however, that the Corporation
                shall not be required to pay any tax which may be payable in
                respect of any transfer involved in the issuance and delivery
                of the shares of the Class A Common Stock in a name



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                other than that in which the shares of Series A Redeemable
                Preferred Stock so converted were registered.

                         (ii) The Corporation shall at all times reserve and
                keep available out of the authorized and unissued shares of
                Class A Common Stock, solely for the purpose of effecting the
                conversion of issued and outstanding shares of Series A
                Redeemable Preferred Stock such number of shares of Class A
                Common Stock as shall from time to time be sufficient to
                effect the conversion of all issued and outstanding shares of
                Series A Redeemable Preferred Stock and if, at any time, the
                number of authorized and unissued shares of Class A Common
                Stock shall not be sufficient to effect conversion of the then
                issued and outstanding shares of Series A Redeemable Preferred
                Stock, the Corporation shall take such corporate action as may
                be necessary to increase the number of authorized and unissued
                shares of Class A Common Stock to such number as shall be
                sufficient for such purposes.

         (f)    Optional Redemption

                         (i) The Corporation may, at the option of the Board
                of Directors at any time and from time to time, pursuant to
                notice to each holder thereof, redeem from funds of the
                Corporation legally available therefor, all or part of the
                outstanding Series A Redeemable Preferred Stock at a price
                equal to the Redemption Price.

   
                         (ii) The Corporation shall give written notice (the
                "Redemption Notice") by mail, postage prepaid, to all holders
                of Series A Redeemable Preferred Stock no later than
                forty-five (45) days prior to the date specified for
                redemption therein (the "Redemption Date"). The Redemption
                Notice shall specify the Redemption Date, the Redemption Price
                and the aggregate number of shares offered to be redeemed by
                the Corporation (the "Redemption Shares"). If the Redemption
                Notice specifies less than all of the issued and outstanding
                shares of Series A Redeemable Preferred Stock as Redemption
                Shares, the shares of each holder which will be redeemed will
                equal the product of (x) the number of Redemption Shares and
                (y) the number of shares owned by each holder divided by the
                number of all issued and outstanding shares of Series A
                Redeemable Preferred Stock. No later than ten (10) days prior
                to the Redemption Date, the Corporation shall give written
                notice by mail, postage prepaid, to each holder of the Series
                A Redeemable Preferred Stock calling upon each such
                shareholder to surrender to the Corporation on the Redemption
                Date at the location designated in the notice such holder's
                certificate or certificates representing the shares of Series
                A Redeemable Preferred Stock to be redeemed by the
                Corporation. Each holder shall surrender to the Corporation
                the certificate or certificates evidencing such shares on the
                Redemption Date at the location designated in such notice.
                Upon tendering such certificate or certificates, each such
                holder shall be entitled to receive full payment of the
                Redemption Price. From and after the Redemption Date (unless
                default shall be
    

                         
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                  made by the Corporation in duly paying the Redemption Price,
                  in which event all of the rights of the holders of such shares
                  shall continue), the holders of the shares of Series A
                  Redeemable Preferred Stock so redeemed shall cease to have any
                  rights as shareholders of the Corporation with respect to
                  those shares except the right to receive the Redemption Price
                  upon surrender of the applicable certificate or certificates.
                  Such shares shall thereafter be transferred to the Corporation
                  to be held as treasury stock on the books of the Corporation
                  and shall not be deemed outstanding for any purpose whatsoever
                  until such time, if at all, that the Corporation reissues any
                  such shares.

         (g)      Mandatory Redemption.

                           (i) The Corporation shall redeem, from funds of the
                  Corporation legally available therefor, all of the outstanding
                  Series A Redeemable Preferred Stock at a price equal to the
                  Redemption Price on the earlier to occur of (a) a Mandatory
                  Redemption Event or (b) the Sixth Anniversary (each, a
                  "Mandatory Redemption Event").

                           (ii) The Corporation shall give written notice (the
                  ("Redemption Notice") by mail, postage prepaid, to all holders
                  of Series A Redeemable Preferred Stock no later than
                  thirty-five (35) days prior to the anticipated date of a
                  Mandatory Redemption Event. The Redemption Notice shall
                  specify the date of redemption, which date shall be on or no
                  more than five (5) days prior to the anticipated date of the
                  Mandatory Redemption Event (the "Redemption Date"), the
                  Redemption Price and the aggregate number of shares being
                  redeemed by the Corporation (which, subject to legally
                  available funds therefor, shall be all of the issued and
                  outstanding shares of Series A Redeemable Preferred Stock),
                  and shall call upon each holder of Series A Redeemable
                  Preferred Stock to surrender to the Corporation on the
                  Redemption Date at the location specified in the notice, such
                  holders' certificate or certificates evidencing such shares.
                  Upon tendering such certificate or certificates, each
                  shareholder shall be entitled to receive full payment of the
                  Redemption Price. From and after the Redemption Date (unless
                  default shall be made by the Corporation in duly paying the
                  Redemption Price, in which event all of the rights of the
                  holders of such shares shall continue), the holders of the
                  shares of Series A Redeemable Preferred Stock so redeemed
                  shall cease to have any rights as shareholders of the
                  Corporation with respect to those shares except the right to
                  receive the Redemption Price upon surrender of the applicable
                  certificate or certificates. Such shares shall thereafter be
                  transferred to the Corporation to be held as treasury stock on
                  the books of the Corporation and shall not be deemed
                  outstanding for any purpose whatsoever until such time, if at
                  all, that the Corporation reissues any such shares.



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         (h) Definitions. For the purposes of this Section (1) of Article 7 the
following terms shall have the following meanings:

                  "Business Day" shall mean any day other than a Saturday,
         Sunday or a day on which commercial banks in Nashville, Tennessee are
         required or authorized by law to be closed.

                  "Common Stock" shall mean collectively the Corporation's
         authorized shares of Class A Common Stock, no par value and Class B
         Common Stock, no par value.

                  "Conversion Event" shall mean the earlier to occur of (i) that
         date which is sixty (60) days after a Spin Off or (ii) upon a Qualified
         IPO.

                  "Conversion Rate" shall mean:

                           (i) if the optional conversion is triggered by a Spin
                  Off, then the Conversion Rate shall equal (x) the Liquidation
                  Value per share of the Series A Redeemable Preferred Stock,
                  divided by (y) the average closing price per share of Class A
                  Common Stock on the Nasdaq National Market System for the
                  period commencing on the forty-sixth (46th) day following the
                  consummation of the Spin Off and ending on the fifteenth
                  (15th) day thereafter; and

                           (ii) if the optional conversion is triggered by the
                  occurrence of a Qualified IPO, then the Conversion Rate shall
                  equal (x) the Liquidation Value per share of the Series A
                  Redeemable Preferred Stock, divided by (y) the price per share
                  of Class A Common Stock in the Qualified IPO.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
         as amended from time to time.

                  "Independent Auditors" shall mean Deloitte & Touche, LLP or
         another "big six" accounting firm.

                  "Junior Security" means Common Stock and any other equity
         security (other than the Series A Redeemable Preferred Stock),
         including the Series B Convertible Preferred Stock, of any kind which
         the Corporation at any time issues or is authorized to issue.

                  "Liquidation Value" of any share of Series A Redeemable
         Preferred Stock as of any particular date will be the purchase price
         amount of such Stock plus accrued and unpaid dividends, if any.



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                  "Mandatory Redemption Event" shall mean the earliest to occur
         of: (a) the sale, lease or other disposition by the Corporation of all
         or substantially all of the assets of the Corporation; (b) a merger or
         consolidation of the Corporation with or into another entity in a
         transaction in which the shareholders of the Corporation own less than
         fifty percent (50%) of the voting securities of the surviving or
         resulting corporation immediately after such merger or consolidation;
         (c) the sale, transfer or other disposition by the Corporation of all
         or substantially all of the capital stock of the Corporation
         (including, without limitation, any and all shares, interests, rights
         to purchase, warrants, options, participation or other equivalents of
         or in (however designated) capital stock of the Corporation; or (d) a
         Qualified IPO.
    

                  "Preferred Stock" shall mean the Corporation's authorized
         shares of preferred stock, no par value.

                  "Purchase Agreement" shall mean the Preferred Stock Purchase
         Agreement, dated as of November 20, 1996, by and among the
         Corporation, Electra Investment Trust PLC, Capitol Health Partners,
         L.P. and Michael E. Stephens.

                  "Purchasers" shall mean Electra Investment Trust PLC, Capitol
         Health Partners, L.P. and Michael E. Stephens.

                  "Qualified IPO" means (i) an initial public offering of Class
         A Common Stock of the Corporation yielding net cash proceeds to the
         Corporation of at least $25,000,000 or (ii) in the event the
         Corporation has completed a Spin Off, a public offering of Class A
         Common Stock of the Corporation yielding net cash proceeds to the
         Corporation and/or its shareholders of at least $20,000,000.

                  "Redemption Price" for any shares of Series A Redeemable
         Preferred Stock as of any particular date shall mean an amount equal to
         the Liquidation Value.

                  "Secondary Registration" means the offer and sale of
         securities to the public by or on behalf of one or more of the holders
         of the Corporation's securities pursuant to a registration statement
         filed by the Corporation with, and declared effective by, the
         Commission.

                  "Sixth Anniversary" shall mean November 20, 2002.

                  "Spin Off" means the recapitalization of all of the issued and
         outstanding Common Stock in a "reorganization" with the meaning of
         Section 368(a)(i)(E) of the Internal Revenue Code of 1986, as amended
         (the "Code"), and the distribution of all shares of Common Stock held
         by American Healthcorp, Inc. ("AHC") pro rata among the shareholders of
         AHC in a tax-free distribution under Section 355 of the Code.


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         (i) Notices. All written communications provided for hereunder shall be
sent by first-class mail or nationwide overnight delivery service (with charges
prepaid) or via receipted facsimile transmission and shall be directed to the
relevant party at its address stated below:

                  If to Electra:
                                   Electra Investment Trust PLC
                                   65 Kingsway
                                   London, England  WC2B 6QT
                                   Attention:  Philip J. Dyke, Company Secretary
                                   Telecopy No.: 011-44-71-404-5388

                  with copies to:
                                   Electra, Inc.
                                   70 East 55th Street
                                   New York, New York  10022
                                   Attention:  Scott D. Steele
                                   Telecopy No.: (212) 319-3069

                                   and

                                   Willkie Farr & Gallagher
                                   One Citicorp Center
                                   153 East 53rd Street
                                   New York, New York 10022
                                   Attention:  Peter J. Hanlon, Esq.
                                   Telecopy No.: (212) 821-8111

                  If to CHP:
                                   Capitol Health Partners, L.P.
                                   3000 P Street, N.W.
                                   Washington, D.C. 20005
                                   Attention: Debora A. Guthrie
                                   Telecopy No.: (202) 965-2344

                  with copies to:
                                   Manatt, Phelps & Phillips, LLP
                                   1501 M Street N.W.
                                   Washington, D.C. 20009
                                   Attention: Joseph F. Kelly, Jr.
                                   Telecopy No.: (202) 463-4394



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                  If to Michael E. Stephens:
                                   One Perimeter Park South
                                   Suite 100N
                                   Birmingham, AL  35243
                                   Telecopy No.: (205) 970-6524

                  with copies to:
                                   Bradley, Arant Rose & White
                                   2001 Park Place
                                   Suite 1400
                                   Birmingham, AL  35203
                                   Attention:  Thomas Carruthers
                                   Telecopy No.: (205)252-0264

   
                  If to any other holder of any shares of Preferred Stock
         addressed to such holder at such address as such other holder shall
         have specified to the Corporation in writing or, if any such other
         holder shall not have so specified an address to the Corporation, then
         addressed to such other holder in care of the last holder of such
         shares of Preferred Stock which shall have so specified an address.
         Each party may, by notice given hereunder, designate any further or
         different addresses to which subsequent notices, certificates or other
         communications shall be sent.
    

                  If to the Corporation:
                                   AmSurg Corp.
                                   One Burton Hills Boulevard
                                   Suite 350
                                   Nashville, TN 37215
                                   Attention: Claire M. Gulmi
                                   Telecopy No. (615) 665-0755

                  with copies to:
                                   Bass, Berry & Sims PLC
                                   2700 First American Center
                                   Nashville, TN 37238
                                   Attention: Cynthia Y. Reisz
                                   Telecopy No. (615) 742-6293

         (j) Registration of Transfer. The Corporation shall keep at its
principal office (or such other place as the Corporation designates) a register
for the registration of shares of Series A Redeemable Preferred Stock of the
Corporation. Upon the surrender of any certificate representing shares of Series
A Redeemable Preferred Stock at such place, the Corporation shall, at the
request of the registered holder of such certificate, execute and deliver a new
certificate or certificates in exchange therefor representing in the aggregate
the number of shares of Series A Redeemable


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Preferred Stock represented by the surrendered certificate (and the Corporation
forthwith shall cancel such surrendered certificate), subject to the
requirements of applicable securities laws and to any restrictions on transfer
(including without limitation, those referred to in any legend on the
certificate so surrendered). Each such new certificate shall be registered in
such name and shall represent such number of shares of Series A Redeemable
Preferred Stock as is requested by the holder of the surrendered certificate and
shall be substantially identical in form to the surrendered certificate. The
issuance of new certificates shall be made without charge to the holders of the
surrendered certificates for any issuance tax in respect thereof or other cost
incurred by the Corporation in connection with such issuance; provided, however,
that the Corporation shall not be required to pay any tax which may be payable
in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than that of the holder of the surrendered
certificate.

         (k) Replacement. Upon receipt of evidence reasonably satisfactory to
the Corporation (an affidavit of the registered holder shall be satisfactory) of
the ownership and the loss, theft, destruction or mutilation of any certificate
evidencing one or more shares of Series A Redeemable Preferred Stock and, in the
case of any such loss, theft or destruction, upon receipt of an unsecured
indemnity agreement satisfactory to the Corporation or, in the case of any such
mutilation, upon surrender of such certificate, the Corporation shall execute
and deliver in lieu of such certificate a new certificate of like kind
representing the number of shares of Series A Redeemable Preferred Stock
represented by such lost, stolen, destroyed or mutilated certificate and dated
the date of such lost, stolen, destroyed or mutilated certificate.

         (l) Restrictive Legend. The Series A Redeemable Preferred Stock, and
all shares of Class A Common Stock issued upon conversion hereof, shall be
stamped or otherwise imprinted with a legend in substantially the following
form:


                  "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH
         SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE
         SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
         REGISTRATION STATEMENT UNDER SUCH ACT AND ANY APPLICABLE STATE
         SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
         COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

   
(2) Series B Convertible Preferred Stock. There shall be a series of Preferred
Stock to be known and designated as Series B Convertible Preferred Stock. The
number of shares constituting such series shall be 416,666. Set forth below in
this Section (2) of Article 7 is a statement of the designations and the powers,
preferences and rights, and the qualifications, limitations or restrictions
thereof. All subsection references contained herein shall be to this Section (2)
of Article 7.
    


                                       12


<PAGE>   13



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

         (b) Liquidation. Upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of the Series B
Convertible Preferred Stock will be entitled to be paid out of the assets of the
Corporation available for distribution to shareholders (whether from capital,
surplus or earnings), before any distribution or payment is made upon any other
Junior Securities, an amount in cash equal to the aggregate Liquidation Value of
all Series B Convertible Preferred Stock outstanding, and the holders of the
Series B Convertible Preferred Stock will not be entitled to any further
payment. If, upon any such liquidation, dissolution or winding up of the
Corporation, the assets of the Corporation to be distributed among the holders
of the Series B Convertible Preferred Stock are insufficient to permit payment
to such holders of the aggregate amount to which they are entitled, then the
entire assets of the Corporation to be distributed to such holders will be
distributed ratably among such holders based upon the aggregate Liquidation
Value of the Series B Convertible Preferred Stock held by each such holder. The
Corporation will mail written notice of such liquidation, dissolution or winding
up, not less than thirty (30) days prior to the payment date stated therein, to
each record holder of Series B Convertible Preferred Stock. Neither the
consolidation or merger of the Corporation into or with any other corporation or
corporations, nor the sale or transfer by the Corporation of all or any part of
its assets, nor the reduction of the capital stock of the Corporation, will be
deemed to be a liquidation, dissolution or winding up of the Corporation within
the meaning of this Subsection (b).

         (c) Stock Combinations and Subdivisions. Subject to the rights,
preferences and privileges of any Common Stock and other series of Preferred
Stock outstanding from time to time and to the immediately following sentence,
in the event the Corporation in any manner subdivides or combines the
outstanding shares of any class of common stock, the Series B Convertible
Preferred Stock shall automatically be combined or subdivided in such manner as
may be permitted by applicable law so that following such an event, the
conversion rate, ownership interest and voting interests of the Series B
Convertible Preferred Stock shall be equitably preserved. Series B Convertible
Preferred Stock shall not be combined or subdivided unless at the same time
there is a proportionate combination or subdivision of all other classes and
series of capital stock of the Corporation.

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

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


                                       13


<PAGE>   14



                           (ii) the affirmative vote of the holders of
                  two-thirds of the outstanding shares of Series B Convertible
                  Preferred Stock voting together as a separate class shall be
                  necessary to increase the number of authorized shares of
                  Preferred Stock or authorize or issue any additional shares of
                  any series of Preferred Stock or any shares of capital stock
                  of the Corporation of any class, or any security or
                  obligations convertible into any capital stock of the
                  Corporation of any class, in each case ranking on a parity
                  with or senior to the Series B Convertible Preferred Stock as
                  to distribution of assets in liquidation or in right of
                  payment of dividends.

   
                  In all other matters, subject to voting rights that may be
                  granted to holders of other classes or series of Preferred
                  Stock and Common Stock outstanding from time to time, the
                  holders of Series B Convertible Preferred Stock shall vote
                  together with the holders of Common Stock and the holders of
                  all other series of Preferred Stock as a single class. In all
                  matters that the holders of Series B Convertible Preferred
                  Stock are entitled to so vote, such holders initially shall be
                  entitled to 1.05 votes per share of Series B Convertible
                  Preferred Stock. In the event that the number of Fully-Diluted
                  shares of Class A Common Stock into which the Series B
                  Convertible Preferred Stock is convertible increases above
                  599,216, then for each such additional Fully-Diluted share,
                  the aggregate voting rights of the holders of Series B
                  Convertible Preferred Stock shall increase by one vote.

                           (iii) The Purchasers of Series A Redeemable Preferred
                  Stock and the Purchasers of Series B Convertible Preferred
                  Stock pursuant to the Purchase Agreement, voting together as a
                  separate class, shall be entitled to elect one (1) Director
                  under the circumstances described in this Subsection (d)(iii).
                  In addition, the Purchasers of Series A Redeemable Preferred
                  Stock and the Purchasers of Series B Convertible Preferred
                  Stock, voting together as a separate class, shall be entitled
                  to vote on the removal, with or without cause, of any Director
                  elected by them pursuant to this Subsection (d)(iii). Any
                  vacancy in the office of a Director elected by the Purchasers
                  of Series A Redeemable Preferred Stock and Purchasers of
                  Series B Convertible Preferred Stock may be filled by a vote
                  of such Purchasers voting together as a separate class. In the
                  absence of such a vote within 30 days, any such vacancy may be
                  filled by the remaining Directors. Any Directors elected by
                  the Board of Directors to fill a vacancy shall serve until the
                  next annual meeting of shareholder and until his successor has
                  been duly elected and qualified. The rights of the Purchasers
                  hereunder shall commence on May 31, 2000, if a Qualified IPO
                  has not occurred before that date and shall terminate
                  thereafter upon the occurrence of a Qualified IPO.
    



                                       14


<PAGE>   15



         (e) Conversion.

                           (i) Upon the occurrence of a Triggering Event, all of
                  the issued and outstanding shares of Series B Convertible
                  Preferred Stock shall be automatically converted into that
                  number of fully paid and nonassessable shares of Class A
                  Common Stock at the Conversion Rate.

                  The Class A Common Stock shall be allocated among the holders
                  of Series B Convertible Preferred Stock on a pro-rata basis in
                  accordance with their respective percentage ownership of
                  Series B Convertible Preferred Stock. Notwithstanding
                  Subsection (e)(ii) below, such conversion shall be deemed to
                  have been made at 12:01 a.m. on the day of the date on which
                  the Triggering Event occurs, and the holders of shares of
                  Series B Convertible Preferred Stock shall be treated for all
                  purposes as the record holders of such shares of Class A
                  Common Stock on that date.

                           (ii) Any conversion provided for in this Subsection
                  (e) shall be effected by the holders of Series B Convertible
                  Preferred Stock surrendering their certificates for such
                  shares, duly endorsed, at the office of the Corporation or any
                  transfer agent for the Series B Convertible Preferred Stock,
                  together with written notices stating the name or names in
                  which each such holder desires the certificate or certificates
                  for such shares of Class A Common Stock to be issued. Promptly
                  thereafter, the Corporation shall issue and deliver to such
                  holders or such holders' nominees, a certificate or
                  certificates for the number of shares of Class A Common Stock
                  to which such holder shall be entitled in accordance with the
                  foregoing provisions. The Corporation shall pay all taxes and
                  other charges in respect of the issuance of shares of Class A
                  Common Stock upon any such conversion; provided, however, that
                  the Corporation shall not be required to pay any tax which may
                  be payable in respect of any transfer involved in the issuance
                  and delivery of the shares of the Class A Common Stock in a
                  name other than that in which the shares of Series B
                  Convertible Preferred Stock so converted were registered.

                           (iii) The Corporation shall at all times reserve and
                  keep available out of the authorized and unissued shares of
                  Class A Common Stock, solely for the purpose of effecting the
                  conversion of issued and outstanding shares of Series B
                  Convertible Preferred Stock, such number of shares of Class A
                  Common Stock as shall from time to time be sufficient to
                  effect the conversion of all issued and outstanding shares of
                  Series B Convertible Preferred Stock and if, at any time, the
                  number of authorized and unissued shares of Class A Common
                  Stock shall not be sufficient to effect conversion of the then
                  issued and outstanding shares of Series B Convertible
                  Preferred Stock, the Corporation shall take such corporate
                  action as may be necessary to increase the number of
                  authorized and unissued shares of Class A Common Stock to such
                  number as shall be sufficient for such purposes.


                                       15


<PAGE>   16



         (f) Reorganization, Reclassification, Merger, Consolidation or
 Disposition of Assets.

   
                           (i) All of the issued and outstanding shares of Class
                  B Convertible Preferred Stock may be converted at the Current
                  Market Price per share into shares of Class A Common Stock in
                  accordance with the applicable provisions of Subsection (e) in
                  the event the Corporation shall reorganize its capital
                  pursuant to a spin off or otherwise, reclassify its capital
                  stock, consolidate or merge with or into another corporation
                  (where there is a change in or distribution with respect to
                  the Class A Common Stock of the Corporation), or sell,
                  transfer or otherwise dispose of all of its property, assets
                  or business to another corporation other than in a Company
                  Sale (a "Reorganization Event"). If pursuant to the terms of
                  such Reorganization Event, shares of common stock of the
                  successor or acquiring corporation, or any cash, shares of
                  stock or other securities or property of any nature whatsoever
                  (including warrants or other subscription or purchase rights)
                  in addition to or in lieu of common stock of the successor or
                  acquiring corporation (herein referred to as "Other
                  Property"), are to be received by or distributed to the
                  holders of Class A Common Stock of the Corporation, each
                  holder of Series B Convertible Preferred Stock shall have the
                  right thereafter to receive, after giving effect to such
                  conversion, the number of shares of common stock of the
                  successor or acquiring corporation or of the Corporation, if
                  it is the surviving corporation, and Other Property receivable
                  upon or as a result of such Reorganization Event by a holder
                  of the number of shares of Class A Common Stock for which such
                  Series B Convertible Preferred Stock is convertible
                  immediately prior to such event. For purposes of this
                  Subsection (f), "common stock of the successor or acquiring
                  corporation" shall include stock of such corporation of any
                  class which is not preferred as to dividends or assets over
                  any other class of stock of such corporation and which is not
                  subject to redemption and shall also include any evidences of
                  indebtedness, shares of stock or other securities which are
                  convertible into or exchangeable for any such stock, either
                  immediately or upon the arrival of a specified date or the
                  happening of a specified event, and any warrants, options or
                  other rights to subscribe for or purchase any such stock. The
                  foregoing provisions of this Subsection (f) shall similarly
                  apply to successive Reorganization Events.
    

                           (ii) Upon the occurrence of any Reorganization Event,
                  the Corporation shall forthwith prepare a certificate to be
                  executed by the chief financial officer of the Corporation
                  setting forth, in reasonable detail, the events described
                  therein and the number of shares or Other Property receivable
                  by the holders of the Series B Convertible Preferred Stock.
                  The Corporation shall promptly cause a signed copy of such
                  certificate to be delivered to each holder of Series B
                  Convertible Preferred Stock no later than 5 days prior to the
                  anticipated occurrence of such event. In addition, holders of
                  Series B Convertible Preferred Stock shall be entitled to the



                                       16


<PAGE>   17

                  same rights to receive notice of corporate action as any
                  holder of Class A Common Stock.

         (g) Put to the Corporation.

   
                           (i) If, by November 20, 2002 (the "Put Date"), there
                  shall not have occurred a Triggering Event, then the holders
                  of Series B Convertible Preferred Stock shall have the right
                  to sell to the Corporation all of the issued and outstanding
                  shares of Series B Convertible Preferred Stock, and the
                  Corporation shall have the obligation to purchase from such
                  holders any of such shares so put to the Corporation, at the
                  price (the "Put Price") equal to the Current Market Price of
                  the Class A Common Stock that would otherwise then be issuable
                  upon conversion of the Series B Convertible Preferred Stock.
    

                           (ii) Holders of Series B Convertible Preferred Stock
                  shall exercise their right to require the Corporation to
                  purchase their shares as provided for in Subsection (g)(i) by
                  delivering a written notice to the Corporation (the "Notice")
                  no later than thirty (30) days after the Put Date. Within
                  thirty (30) days after receipt by the Corporation of any such
                  Notice, the Corporation shall deliver to each holder of Series
                  B Convertible Preferred Stock so exercising its rights under
                  this Subsection (g) the Put Price to which said holder is
                  entitled, as determined hereunder, in exchange for the stock
                  certificate(s) evidencing all of the shares of Series B
                  Convertible Preferred Stock, duly endorsed for transfer to the
                  Corporation. In the event that the Corporation is unable to
                  purchase all of the shares of Series B Convertible Stock put
                  to it hereunder due to lack of funds legally available
                  therefor or otherwise, the Corporation shall purchase from the
                  holders thereof, on a pro-rata basis, that number of shares
                  which it is able to purchase using funds legally available
                  therefor, and shall purchase any remaining shares at such time
                  as funds are legally available therefor.

         (h) Definitions. For purposes of this Section (2) of Article 7 the
         following terms shall have the following meanings:

                  "Appraised Value" shall mean, in respect of any share of Class
         A Common Stock as of any date herein specified, the fair saleable value
         of such share of Class A Common Stock determined without giving effect
         to a discount for (i) a minority interest or (ii) any lack of liquidity
         of the Class A Common Stock or to the fact that the Corporation may
         have no class of equity registered under the Exchange Act as of the
         last day of the most recent fiscal quarter end (within 60 days prior to
         such date specified) based upon the value of the Corporation as
         determined upon negotiation in good faith between the holders of a
         majority of the Series B Convertible Preferred Stock and the
         Corporation or, in the absence of an agreement between such persons
         within five business days (or such longer period as agreed to by such
         persons), by an investment banking firm satisfactory to both the
         Corporation


                                       17


<PAGE>   18

         and the holders of a majority of the Series B Convertible
         Preferred Stock. The Corporation shall retain, at its sole cost, such
         investment banking firm as may be necessary for the determination of
         Appraised Value.

                  "Business Day" shall mean any day other than a Saturday,
         Sunday or a day on which commercial banks in Nashville, Tennessee are
         required or authorized by law to be closed.

                  "Commission" means the Securities and Exchange Commission.

                  "Common Equivalent Shares" shall have the meaning set forth in
         the Shareholders' Agreement, dated April 2, 1992, as amended between
         the Corporation, its Founding Investors, its Founding Management and
         the Preferred Stock Purchasers.

                  "Common Stock" shall mean collectively the Corporation's
         authorized shares of Class A Common Stock, no par value, and Class B
         Common Stock, no par value.

   
                  "Company Sale" shall mean the sale or other disposition of all
         or substantially all of the stock or assets of the Corporation to an
         independent third party in an arms-length transaction, including
         disposition by merger, share exchange or lease yielding net cash
         proceeds to the Corporation of at least $25,000,000 or, in the event
         that the Corporation has completed a Spin Off, such disposition
         yielding net cash proceeds or freely marketable securities to the
         Corporation and/or its shareholders of at least $20,000,000.
    

                  "Convertible Securities" shall mean evidences of indebtedness,
         shares of stock or other securities which are convertible into or
         exchangeable, with or without payment of additional consideration in
         cash or property, for Class A Common Stock, either immediately or upon
         the occurrence of a specified date or a specified event.

                  "Conversion Rate" shall mean that rate which results in the
         holders of Series B Convertible Preferred Stock thereafter holding, in
         the aggregate, the following percentage of the total issued and
         outstanding Fully Diluted Common Stock, after giving effect to the
         conversion contemplated herein:

                        If the Triggering Event occurs on or before November
                        20, 1998 - 6% of Fully Diluted Shares

                        If the Triggering Event occurs on or before November
                        20, 1999 - 6.5% of Fully Diluted Shares

                        If the Triggering Event occurs on or before November
                        20, 2000 - 7% of Fully Diluted Shares


                                       18


<PAGE>   19

                        If the Triggering Event occurs after November 20,
                        2000 - 8% of Fully Diluted Shares

   
                  "Current Market Price" shall mean, in respect of any share of
         Common Stock on any date herein specified, the greater of (i) book
         value per share of Common Stock as determined by the Corporation's
         financial statements for the most recently ended fiscal quarter, (ii)
         the Liquidation Value per share of the Series B Convertible Preferred
         Stock, (iii) a valuation per share of Common Stock of eight (8) times
         Net EBITDA for the most recently ended four quarters, and (iv) the
         Appraised Value per share of Common Stock.
    

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
         as amended from time to time.

   
                  "Fully-Diluted" shall mean, when used with reference to Common
         Stock, at any date as of which the number of shares thereof is to be
         determined, all shares of Common Stock outstanding as of November 20,
         1996, increased by all shares of Class A Common Stock issuable in
         respect of Series B Convertible Preferred Stock and increased by all
         Common Equivalent Shares (using the treasury stock method) issuable
         upon exercise of stock options, warrants or convertible securities
         (other than the shares issuable upon conversion of the Series A
         Redeemable Preferred Stock) and increased by shares issued to the
         Founding Investors and Founding Management pursuant to the
         Corporation's Shareholders' Agreement dated as of April 2, 1992, as
         amended, for consideration of up to $1,300,000. In the event that the
         Corporation creates an additional class or series of common stock,
         Fully Diluted shall take into account all such outstanding shares of
         any other class or series.
    

                  "Independent Auditors" means Deloitte & Touche, LLP or another
         "big six" accounting firm.

                  "Junior Security" means Common Stock and any other equity
         security, other than the Series A Redeemable Preferred Stock, of any
         kind which the Corporation at any time issues or is authorized to
         issue.

                  "Liquidation Value" of any share of Series B Convertible
         Preferred Stock as of any particular date will be the purchase price of
         such Stock.

                  "Net EBITDA" shall mean the Corporation's earnings before
         interest, taxes, depreciation, amortization and extraordinary items
         less minority interest expense, all as determined based on the audited
         financial statements for such period prepared by the Corporation's
         independent auditors in accordance with GAAP.

                  "Preferred Stock" shall mean the Corporation's authorized
         shares of preferred stock, no par value.



                                       19


<PAGE>   20



                  "Purchase Agreement" shall mean the Preferred Stock Purchase
         Agreement, dated as of November 20, 1996, by and among the
         Corporation, Electra Investment Trust PLC, Capitol Health Partners,
         L.P. and Michael E. Stephens.

                  "Purchasers" shall mean Electra Investment Trust PLC, Capitol 
         Health Partners, L.P. and Michael E. Stephens.

                  "Qualified IPO" means an initial public offering of Common
         Stock of the Corporation yielding net cash proceeds to the Corporation
         of at least $25,000,000, or in the event that the Corporation has
         completed a Spin Off, a public offering of Common Stock yielding net
         cash proceeds to the Corporation and/or its shareholders of at least
         $20,000,000.

                "Reorganization Event" shall have the meaning set forth in 
Subsection (f).

                  "Spin Off" means the recapitalization of all of the issued and
         outstanding Common Stock in a reorganization within the meaning of
         Section 368(a)(i)(E) of the Internal Revenue Code of 1986, as amended
         (the "Code"), and the distribution of all shares of Common Stock held
         by American Healthcorp, Inc. ("AHC") pro rata among the shareholders of
         AHC in a tax-free distribution under Section 355 of the Code.

   
                  "Stock Option Plan" means shares issued pursuant to the
         Corporation's 1992 Stock Option Plan, as it may be amended from time to
         time, and any other similar share incentive plans which the Corporation
         may adopt and any options granted to members of the Board of Directors
         and Medical Directors of the Corporation.
    

                  "Triggering Event" shall mean the occurrence the earlier of
         (i) a Company Sale or (ii) a Qualified IPO.

         (i) Notices. All written communications provided for hereunder shall be
sent by first-class mail or nationwide overnight delivery service (with charges
prepaid) or via facsimile transmission and shall be directed to the relevant
party at its address stated below:

                  If to Electra:
                                 Electra Investment Trust PLC
                                 65 Kingsway
                                 London, England WC2B 6QT
                                 Attention: Philip J. Dyke, Company Secretary
                                 Telecopy No.: 011-44-71-404-5388



                                       20


<PAGE>   21



                  with copies to:
                                Electra, Inc.
                                70 East 55th Street
                                New York, New York 10022
                                Attention: Scott D. Steele
                                Telecopy No.: (212) 319-3069

                                and

                                Willkie Farr & Gallagher
                                One Citicorp Center
                                153 East 53rd Street
                                New York, New York 10022
                                Attention: Peter J.Hanlon, Esq.
                                Telecopy No.: (212) 821-8111

                  If to CHP:
                                Capitol Health Partners, L.P.
                                3000 P Street, N.W.
                                Washington, D.C. 20005
                                Attention: Debora A. Guthrie
                                Telecopy No.: (202) 965-2344

                  with copies to:
                                Manatt, Phelps & Phillips, LLP
                                1501 M Street N.W.
                                Washington, D.C. 20009
                                Attention: Joseph F. Kelly, Jr.
                                Telecopy No.: (202) 463-4394

                  If to Michael E. Stephens:
                                One Perimeter Park South
                                Suite 100N
                                Birmingham, AL 35243
                                Telecopy No.: (205) 970-6524

                  with copies to:
                                Bradley, Arant Rose & White
                                2001 Park Place
                                Suite 1400
                                Birmingham, AL 35203
                                Attention: Thomas Carruthers
                                Telecopy No.: (205) 252-0264



                                       21


<PAGE>   22



   
                  If to any other holder of any shares of Preferred Stock
addressed to such holder at such address as such other holder shall have
specified to the Corporation in writing or, if any such other holder shall not
have so specified an address to the Corporation, then addressed to such other
holder in care of the last holder of such shares of Series B Convertible
Preferred Stock which shall have so specified an address. Each party may, by
notice given hereunder, designate any further or different addresses to which
subsequent notices, certificates or other communications shall be sent.
    

                  If to the Corporation:
                                  AmSurg Corp.
                                  One Burton Hills Boulevard
                                  Suite 350
                                  Nashville, TN 37215
                                  Attention: Claire M. Gulmi
                                  Telecopy No.: (615) 665-0755

                  with copies to:
                                  Bass, Berry & Sims PLC
                                  2700 First American Center
                                  Nashville, TN 37238
                                  Attention: Cynthia Y. Reisz
                                  Telecopy No.: (615) 742-6293

                  (j) Registration of Transfer. The Corporation shall keep at
         its principal office (or such other place as the Corporation
         designates) a register for the registration of shares of Series B
         Convertible Preferred Stock of the Corporation. Upon the surrender of
         any certificate representing shares of Series B Convertible Preferred
         Stock at such place, the Corporation shall, at the request of the
         registered holder of such certificate, execute and deliver a new
         certificate or certificates in exchange therefor representing in the
         aggregate the number of shares of Series B Convertible Preferred Stock
         represented by the surrendered certificate (and the Corporation
         forthwith shall cancel such surrendered certificate), subject to the
         requirements of applicable securities laws and to any restrictions on
         transfer (including without limitation, those referred to in any legend
         on the certificate so surrendered). Each such new certificate shall be
         registered in such name and shall represent such number of shares of
         Series B Convertible Preferred Stock as is requested by the holder of
         the surrendered certificate and shall be substantially identical in
         form to the surrendered certificate. The issuance of new certificates
         shall be made without charge to the holders of the surrendered
         certificates for any issuance tax in respect thereof or other cost
         incurred by the Corporation in connection with such issuance; provided,
         however, that the Corporation shall not be required to pay any tax
         which may be payable in respect of any transfer involved in the
         issuance and delivery of any certificate in a name other than that of
         the holder of the surrendered certificate.


 
                                       22


<PAGE>   23



                  (k) Replacement. Upon receipt of evidence reasonably
         satisfactory to the Corporation (an affidavit of the registered holder
         shall be satisfactory) of the ownership and the loss, theft,
         destruction or mutilation of any certificate evidencing one or more
         shares of Series B Convertible Preferred Stock and, in the case of any
         such loss, theft or destruction, upon receipt of an unsecured indemnity
         agreement satisfactory to the Corporation or, in the case of any such
         mutilation, upon surrender of such certificate, the Corporation shall
         execute and deliver in lieu of such certificate a new certificate of
         like kind representing the number of shares of Series B Convertible
         Preferred Stock represented by such lost, stolen, destroyed or
         mutilated certificate and dated the date of such lost, stolen,
         destroyed or mutilated certificate.

                  (l) Restrictive Legend. The Series B Convertible Preferred
         Stock, and all shares of Common Stock issued upon conversion hereof,
         shall be stamped or otherwise imprinted with a legend in substantially
         the following form:

                     "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
               UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS.
               SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY
               NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE
               OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND ANY
               APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL 
               REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
               NOT REQUIRED."

(3) Common Stock. Except as otherwise provided in this Section (3) of Article 7,
the Class A Common Stock and the Class B Common Stock shall have the same rights
and privileges and shall rank equally, share ratably and be identical in all
respects and as to all matters. All subsection references contained herein shall
be to this Section (3) of Article 7.

                  (a) Voting.

   
                           (i) Except as required by law and subject to any
                  voting rights provided to holders of Preferred Stock or any
                  other class of Common Stock by this Charter, at every meeting
                  of shareholders of the Corporation, every holder of Class A
                  Common Stock shall be entitled to one vote and every holder of
                  Class B Common Stock shall be entitled to ten votes, in person
                  or by proxy, for each share of Class A Common Stock and Class
                  B Common Stock, respectively, standing in such holder's name
                  on the stock transfer records of the Corporation in the
                  election of the Corporation's Board of Directors or the
                  removal, but only for cause (as defined in Section 9 hereof),
                  of any Director. On all other matters, the holders of
    


                                       23
  

<PAGE>   24
            
   
                  the Class A Common Stock and the Class B Common Stock shall
                  be entitled to one vote in person or by proxy for each share
                  of Class A Common Stock or Class B Common Stock standing in
                  such holder's name on the stock transfer records of the
                  Corporation.

                           (ii) The holders of Class A Common Stock shall be
                  entitled to vote separately as a group only with respect to
                  (1) amendments to the Corporation's Charter that alter or
                  change the powers, preferences or special rights of the
                  holders of Class A Common Stock so as to affect them
                  adversely, and (2) such other matters as may require separate
                  group voting under the Tennessee Business Corporation Act. The
                  holders of Class B Common Stock shall be entitled to vote
                  separately as a group only with respect to (1) amendments to
                  the Corporation'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 (2) such other
                  matters as may require separate group voting under the
                  Tennessee Business Corporation Act. On each other matter, the
                  holders of Class A Common Stock and Class B Common Stock shall
                  vote together as a single group, together with the holders of
                  any series of Preferred Stock entitled to vote on such matter,
                  subject to any rights of such series of Preferred Stock to
                  vote as a separate class on such matter.

                  (b) Distribution of Assets. If the Corporation shall be
                  liquidated, dissolved or wound up, whether voluntarily or
                  involuntarily, the holders of the Class B Common Stock shall
                  be entitled to share ratably with the holders of the Class A
                  Common Stock of the Corporation as a single class in the net
                  assets of the Corporation; that is, an equal amount of net
                  assets for each share of Class A Common Stock and Class B
                  Common Stock. A merger or consolidation of the Corporation
                  with or into any other corporation or sale or conveyance of
                  all or any part of the assets of the Corporation (which shall
                  not in fact result in the liquidation of the Corporation and
                  the distribution of assets to shareholders) shall not be
                  deemed to be a voluntary or involuntary liquidation or
                  dissolution or winding up of the Corporation within the
                  meaning of this Subsection (b).

                  (c) Merger or Consolidation. In the event of a merger,
                  consolidation, share exchange or other business combination of
                  the Corporation with or into another entity (whether or not
                  the Corporation is the surviving entity), the holders of Class
                  A Common Stock shall be entitled to receive the same per share
                  consideration as the per share consideration, if any, received
                  by any holder of the Class B Common Stock in such merger or
                  consolidation, share exchange or other business combination.

                  (d) Subdivisions and Combinations of Shares. If the
                  Corporation in any manner subdivides or combines the
                  outstanding shares of one class of Common Stock, the
                  outstanding shares of the other class of Common Stock will be
                  likewise subdivided or combined.
    

                  
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<PAGE>   25


   

                  (e) Dividends; Distributions. Holders of Class A Common Stock
                  and Class B Common Stock shall be entitled to receive, on an
                  equal basis, such dividends, payable in cash or otherwise, as
                  may be declared thereon by the Board of Directors from time to
                  time out of the assets or funds of the Corporation legally
                  available therefor. In the case of dividends and other
                  distributions in cash, each share of Class A Common Stock
                  shall have rights equal to the rights of Class B Common Stock,
                  and in the case of dividends and other distributions of stock
                  or property of the Corporation, each share of Class A Common
                  Stock shall have rights equal to the rights of Class B Common
                  Stock; provided that, in the case of dividends or
                  distributions payable in stock of the Corporation, including
                  distributions pursuant to stock splits or divisions which
                  occur after the date shares of Class B Common Stock are
                  issued, only shares of Class A Common Stock shall be
                  distributed with respect to Class A Common Stock and Class B
                  Common Stock; and provided, further that, if a dividend or
                  distribution is declared with respect to Class A Common Stock
                  payable in Class A Common Stock, the Board of Directors shall
                  also declare a pro rata and simultaneous dividend or
                  distribution on the Class B Common Stock and that if a
                  dividend or distribution is declared with respect to Class B
                  Common Stock payable in Class A Common Stock, the Board of
                  Directors shall also declare a pro rata and simultaneous
                  dividend or distribution on the Class A Common Stock.

                  (f) Issuance of the Class B Common Stock. The Corporation
                  shall not issue additional shares of Class B Common Stock
                  after the date shares of Class B Common Stock are first issued
                  by the Corporation.

                  (g) Open Market Purchases and Issuer Tender Offers. If the
                  Corporation publicly offers to purchase any shares of Class B
                  Common Stock in the open market or in private transactions or
                  pursuant to an issuer tender offer, the Corporation shall
                  simultaneously offer to purchase at least the same number of
                  shares of Class A Common Stock on the same terms and
                  conditions.

                  (h) Authorized Shares. The number of authorized shares of
                  Class B Common Stock may not be increased unless approved by
                  the holders of a majority of the then outstanding shares of
                  Class A Common Stock voting separately as a class.

                  (i) Amendment or Modification. None of the powers, preferences
                  and relative rights of the Class A Common Stock or the Class B
                  Common Stock as provided herein shall be amended in any manner
                  which would alter or change the powers, preferences and
                  relative rights of the holders of Class A Common Stock or
                  Class B Common Stock, as the case may be, so as to adversely
                  affect them without being approved by the holders of Class A
                  Common Stock or Class B Common Stock, as the case may be,
                  voting as a separate class.
    

         8. The shareholders of the Corporation shall not have preemptive
rights.


                                       25


<PAGE>   26



   
         9. All corporate powers shall be exercised by or under the authority
of, and the business and affairs of the Corporation shall be managed under the
direction of, a Board of Directors consisting of not less than three nor more
than twelve directors, the exact number of Directors to be determined in the
manner provided in the Bylaws of the Corporation. The Board of Directors shall
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 at the 1997 annual meeting of
shareholders, Class I Directors shall be elected for a one-year term; Class II
Directors shall be elected for a two-year term; and Class III Directors shall be
elected for a three-year term. If the number of Directors is changed, any
increase or decrease shall be apportioned among the classes so as to maintain
the number of Directors in each class as nearly equal as possible, and any
additional Director of any class elected to fill a vacancy resulting from an
increase in such class shall hold office for a term that shall coincide with the
remaining term of that class, but in no case will a decrease in the number of
Directors shorten the term of any incumbent Director. A Director shall hold
office until the annual meeting for the year in which his term expires and until
his successor shall be elected and shall qualify, subject, however, to prior
death, resignation, retirement, disqualification or removal from office.

         A Director may be removed from office but only for "cause" by the
affirmative vote of the holders of a majority of the voting power of the shares
entitled to vote for the election of Directors, considered for this purpose as
one class. "Cause" shall be defined for purposes of this Section 9 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 duties as a director.

         Notwithstanding any other provisions of this Charter, the affirmative
vote of holders of two-thirds of the voting power of the shares entitled to vote
at an election of Directors shall be required to amend, alter, change or repeal,
or to adopt any provisions as part of this Charter or as part of the
Corporation's Bylaws inconsistent with the purpose and intent of, this Article
9.

         10. To the fullest extent permitted by the Tennessee Business
Corporation Act as in effect on the date hereof and as hereafter amended from
time to time, a Director of the Corporation shall not be liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director. If the Tennessee Business Corporation Act or any successor
statute is amended after adoption of this provision to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a Director of the Corporation shall be eliminated or limited to
the fullest extent permitted by the Tennessee Business Corporation Act, as so
amended from time to time, or such successor statute. Any repeal or modification
of this Article 10 by the shareholders of the Corporation shall not affect
adversely any right or protection of a Director of the Corporation existing at
the time of such repeal or modification or with respect to events occurring
prior to such time.
    



                                       26


<PAGE>   27



         11. The Corporation shall indemnify every person who is or was a party
or is or was threatened to be made a party to any action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, by reason of the fact
that he or she is or was a director, medical director or officer or is or was
serving at the request of the Corporation as a director, medical director,
officer, employee, agent, or trustee of another corporation or of a partnership,
joint venture, trust, employee benefit plan, or other enterprise, including
service on a committee formed for any purpose (and, in each case, his or her
heirs, executors, and administrators), against all expense, liability, and loss
(including counsel fees, judgments, fines, ERISA excise taxes, penalties, and
amounts paid in settlement) actually and reasonably incurred or suffered in
connection with such action, suit, or proceeding, to the fullest extent
permitted by applicable law, as in effect on the date hereof and as hereafter
amended. Such indemnification shall include advancement of expenses in advance
of final disposition of such action, suit, or proceeding, subject to the
provision of any applicable statute.

         The indemnification and advancement of expenses provisions of this
Article 11 shall not be exclusive of any other right that any person (and his or
her heirs, executors, and administrators) may have or hereafter acquire under
any statute, this Charter, the Corporation's Bylaws, resolution adopted by the
shareholders, resolution adopted by the Board of Directors, agreement, or
insurance, purchased by the Corporation or otherwise, both as to action in his
or her official capacity and as to action in another capacity. The Corporation
is hereby authorized to provide for indemnification and advancement of expenses
through its Bylaws, resolution of shareholders, resolution of the Board of
Directors, or agreement, in addition to that provided by this Charter.

         12. The Bylaws of this Corporation may be amended, altered, modified,
or repealed by resolution adopted by the Board of Directors, subject to any
provisions of law then applicable.

   
         13. The Corporation shall hold a special meeting of shareholders only
in the event (a) of a call of the Board of Directors of the Corporation or the
officers authorized to do so by the Bylaws of the Corporation, or (b) the
holders of at least fifteen (15%) percent of the voting power of each of the
Class A Common Stock and the Class B Common Stock, sign, date, and deliver to
the Corporation's secretary one or more written demands for the meeting
describing the purpose or purposes for which it is to be held.

         14. As a result of the recapitalization of the Corporation effected by
this Amended and Restated Charter, each holder of three shares of common stock
of the Corporation registered on the stock transfer records of the Corporation
immediately prior to the filing of this Amended and Restated Charter will
automatically be deemed to hold, in respect of such shares, one share of Class A
Common Stock registered on the stock transfer records of the Corporation
immediately after the filing of this Amended and Restated Charter. In the event
that the recapitalization effected by this Amended and Restated Charter would
result in any holder holding fractional shares of Class A Common Stock, the
total number of fractional shares held by all such holders will be aggregated
and sold on behalf of the holders who would otherwise receive fractional shares
and the proceeds of the sale will be paid to the holders in lieu of such
fractional shares. Each certificate representing shares of common stock of
the Corporation issued prior to the filing of this Amended and Restated 
    


                                       27

<PAGE>   28
   
Charter will be deemed to represent the number of shares of Class A Common Stock
that the holder of such shares registered on the stock transfer records of the
Corporation immediately prior to the filing of this Amended and Restated Charter
would be deemed to hold immediately following the filing of this Amended and
Restated Charter.

III.     The Amended and Restated Charter as set forth above was duly adopted
         effective December 1, 1997, by the Board of Directors and
         shareholders of the Corporation.

                                           AmSurg Corp.


                                           By:

                                           Title: _____________________________

    


                                       28