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: May 7, 2002
HEALTHSOUTH Corporation
-----------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-10315 63-0860407
------------- ----------- -------------
State or Other (Commission (I.R.S. Employer
Jurisdiction of Incorporation File Number) Identification No.)
or Organization)
One HEALTHSOUTH Parkway
Birmingham, Alabama 35243
------------------------ ---------
(Address of Principal (Zip Code)
Executive Offices)
Registrant's Telephone Number,
Including Area Code: (205) 967-7116
Item 9. REGULATION FD DISCLOSURE
On May 7, 2002, representatives of HEALTHSOUTH Corporation will begin
making presentations at investor conferences and other investor meetings using
slides containing the information attached to this Form 8-K as Exhibit 99. We
expect to use these slides, in whole or in part and possibly with modifications,
in connection with presentations to investors, analysts and others during the
second quarter of 2002. 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 , although we reserve the right to
discontinue that availability at any time.
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 that we believe
are reasonable and involve a number of risks and uncertainties. There can be no
assurance 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. Text of Investor Relations Slideshow In Use Beginning
May 7, 2002.
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: May 7, 2002
HEALTHSOUTH CORPORATION
By /s/ WILLIAM W. HORTON
------------------------------------
William W. Horton
Executive Vice President
and Corporate Counsel