SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: September 7, 2001
HEALTHSOUTH Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-10315 63-0860407
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State or Other (Commission (I.R.S. Employer
Jurisdiction of Incorporation File Number) Identification No.)
or Organization)
One HEALTHSOUTH Parkway
Birmingham, Alabama 35243
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's Telephone Number,
Including Area Code: (205) 967-7116
Item 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On September 7, 2001, HEALTHSOUTH Corporation issued a press release
under Rule 135c under the Securities Act of 1933, announcing that it proposed to
offer $500 million principal amount of senior unsecured notes to qualified
institutional investors in a private placement. A copy of that press release is
attached to this Form 8-K as Exhibit 99-1. Nothing in that press release or this
Form 8-K is either an offer to sell or a solicitation of an offer to buy these
notes. Because these notes will be offered through a private placement, they
will not be registered under the Securities Act of 1933 or any state securities
laws, and may not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements.
Item 9. REGULATION FD DISCLOSURE
In connection with its proposed private placement of senior unsecured
notes, on September 7, 2001, HEALTHSOUTH Corporation made available an
"electronic roadshow" using slides containing the information attached to this
Form 8-K as Exhibit 99-2. We expect to use these slides, in whole or in part and
possibly with modifications, in connection with presentations to prospective
purchasers of the notes and also in connection with presentations to investors,
analysts and others during the third and fourth quarters of 2001. We are
furnishing the text of these slides pursuant to the Securities and Exchange
Commission's Regulation FD. This information is furnished pursuant to Item 9 of
Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of
the Securities Exchange Act of 1934 or otherwise subject to the liabilities of
that Section, unless we specifically incorporate it by reference in a document
filed under the Securities Act of 1933 or the Securities Exchange Act of 1934.
By filing this report on Form 8-K and furnishing this information, we make no
admission as to the materiality of any information in this report that is
required to be disclosed solely by reason of Regulation FD.
The information contained in the slides is summary information that is
intended to be considered in the context of our SEC filings and other public
announcements that we may make, by press release or otherwise, from time to
time. We undertake no duty or obligation to publicly update or revise the
information contained in this report, although we may do so from time to time as
our management believes is warranted. Any such updating may be made through the
filing of other reports or documents with the SEC, through press releases or
through other public disclosure.
The text of the slides included with this report omits various graphic
images included in the actual slides. We expect to make copies of the actual
slides, including such graphic images, available for viewing at the "Investor
Relations" section of our website located at www.healthsouth.com, although we
reserve the right to discontinue that availability at any time.
Nothing in these slides or this Form 8-K is either an offer to sell or
a solicitation of an offer to buy the senior unsecured notes. Because these
notes will be offered through a private placement, they will not be registered
under the Securities Act of 1933 or any state securities laws, and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements.
Some of the matters discussed in this report (including its exhibit)
may constitute forward-looking statements. Some of these forward-looking
statements can be identified by the use of forward-looking terminology such as
"believes", "expects", "may", "will", "should", "seeks", "approximately",
"intends", "plans", "estimates" or "anticipates" or the negative thereof or
other comparable terminology, or by discussions of strategy, plans or
intentions. Without limiting the generality of the preceding statement, all
statements in this report concerning or relating to estimated and projected
earnings, margins, costs, expenditures, cash flows, growth rates and financial
results are forward-looking statements. In addition, we, through our senior
management, from time to time make forward-looking public statements concerning
our expected future operations and performance and other developments. These
forward-looking statements are necessarily estimates reflecting our best
judgment based upon current information and involve a number of risks and
uncertainties. There can be no assurance that other factors will not affect the
accuracy of these forward-looking statements or that our actual results will not
differ materially from the results anticipated in such forward-looking
statements. While it is impossible to identify all such factors, factors which
could cause actual results to differ materially from those estimated by us
include, but are not limited to, changes in the regulation of the healthcare
industry at either or both of the federal and state levels, changes or delays in
reimbursement for our services by governmental or private payors, changes to or
delays in the implementation of the prospective payment system for inpatient
rehabilitation services, competitive pressures in the healthcare industry and
our response thereto, our ability to obtain and retain favorable arrangements
with third-party payors, unanticipated delays in the implementation of our
Integrated Service Model or other strategies, general conditions in the economy
and capital markets and other factors which may be identified from time to time
in our SEC filings and other public announcements.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99-1. Text of Press Release Issued September 7, 2001.
99-2. Text of Investor Relations Slideshow/Electronic Roadshow In
Use Beginning September 7, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 7, 2001
HEALTHSOUTH CORPORATION
By /s/ WILLIAM W. HORTON
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William W. Horton
Executive Vice President
and Corporate Counsel