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: August 14, 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 August 14, 2002, Richard M. Scrushy, Chairman of the Board and Chief
Executive Officer of HEALTHSOUTH Corporation, and Weston L. Smith, Executive
Vice President and Chief Financial Officer of the Corporation, transmitted the
following sworn statements to the Securities and Exchange Commission pursuant to
SEC Order 4-460, in the form required by Exhibit A to such SEC Order:
------------------------------------------------------------------------------
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL
OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
I, Richard M. Scrushy, Chairman of the Board and Chief Executive Officer
of HEALTHSOUTH Corporation , state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of HEALTHSOUTH Corporation, and, except as corrected or supplemented in
a subsequent covered report:
o no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy materials,
as of the date on which it was filed); and
o no covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date
on which it was filed).
(2) I have reviewed the contents of this statement with HEALTHSOUTH
Corporation's audit committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o the Annual Report on Form 10-K for the year ended December 31,
2001 of HEALTHSOUTH Corporation;
o all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of HEALTHSOUTH Corporation filed with
the Commission subsequent to the filing of the Form 10-K
identified above; and
o any amendments to any of the foregoing.
/S/ RICHARD M. SCRUSHY
-------------------------------
Signature
Richard M. Scrushy
-------------------------------
Printed Name
Date: August 14, 2002
Subscribed and sworn to before me this
14th day of August, 2002.
/s/Karen E. Carlee
-------------------------------
Notary Public
My Commission Expires: 11-8-04
------------------------------------------------------------------------------
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL
OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
I, Weston L. Smith, Executive Vice President and Chief Financial Officer
of HEALTHSOUTH Corporation , state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of HEALTHSOUTH Corporation, and, except as corrected or supplemented in
a subsequent covered report:
o no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy materials,
as of the date on which it was filed); and
o no covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date
on which it was filed).
(2) I have reviewed the contents of this statement with HEALTHSOUTH
Corporation's audit committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o the Annual Report on Form 10-K for the year ended December 31,
2001 of HEALTHSOUTH Corporation;
o all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of HEALTHSOUTH Corporation filed with
the Commission subsequent to the filing of the Form 10-K
identified above; and
o any amendments to any of the foregoing.
/s/ WESTON L. SMITH
-------------------------------
Signature
Weston L. Smith
-------------------------------
Printed Name
Date: August 14, 2002
Subscribed and sworn to before me this
14th day of August, 2002.
/s/ Karen E. Carlee
-------------------------------
Notary Public
My Commission Expires: 11-8-04
------------------------------------------------------------------------------
In addition, on August 14, 2002, Mr. Scrushy and Mr. Smith transmitted to
the SEC the following certifications required by 18 U.S.C.ss.1350, as added by
Section 906 of the Sarbanes-Oxley Act:
--------------------------------------------------------------------------------
CERTIFICATION PURSUANT TO 18 U.S.C. SS. 1350
The undersigned, in his capacity as Chief Executive Officer of
HEALTHSOUTH Corporation (the "Company"), hereby certifies as follows with
respect to the Company's Quarterly Report on Form 10-Q for the three months
ended June 30, 2002 (the "Report"):
o The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.ss.78m
or 78o(d)); and
o The information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Company.
This certification is given by the undersigned pursuant to 18
U.S.C.ss. 1350.
DATED: August 14, 2002.
/s/ RICHARD M. SCRUSHY
-------------------------------
Richard M. Scrushy
Chairman of the Board and
Chief Executive Officer
HEALTHSOUTH Corporation
--------------------------------------------------------------------------------
CERTIFICATION PURSUANT TO 18 U.S.C. SS. 1350
The undersigned, in his capacity as Chief Financial Officer of
HEALTHSOUTH Corporation (the "Company"), hereby certifies as follows with
respect to the Company's Quarterly Report on Form 10-Q for the three months
ended June 30, 2002 (the "Report"):
o The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.ss.78m
or 78o(d)); and
o The information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Company.
This certification is given by the undersigned pursuant to 18
U.S.C.ss. 1350.
DATED: August 14, 2002.
/s/ WESTON L. SMITH
--------------------------------
Weston L. Smith
Executive Vice President and
Chief Financial Officer
HEALTHSOUTH Corporation
------------------------------------------------------------------------------
We are furnishing the text of these statements and certifications s
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.
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: August 14, 2002
HEALTHSOUTH Corporation
By /s/ WILLIAM W. HORTON
---------------------------
William W. Horton
Executive Vice President
and Corporate Counsel