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: March 20, 2003
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 March 20, 2003, HEALTHSOUTH Corporation issued the following press
release concerning an investigation by agents of the United States Government:
FOR IMMEDIATE RELEASE
March 20, 2003
HEALTHSOUTH ANNOUNCES MANAGEMENT CHANGES,
COOPERATION WITH FEDERAL INVESTIGATIONS
BIRMINGHAM, Alabama - HEALTHSOUTH Corporation (NYSE:HRC) announced that its
Board of Directors has placed Chairman and Chief Executive Officer Richard M.
Scrushy on administrative leave. The Board has placed Chief Financial Officer
William T. Owens on administrative leave as well.
The company also announced that the Board has elected current Director Joel C.
Gordon as Acting Chairman of the Board and current Director Robert P. May as
Acting Chief Executive Officer, both to be assisted by a newly-formed Executive
Committee of the Board. The Board has begun an immediate search for an interim
Chief Financial Officer.
Mr. Gordon and Mr. May have pledged full cooperation with the investigations
being conducted by the Securities and Exchange Commission and the Department of
Justice. The Board has established a Special Investigation Committee, presently
comprising Board member Betsy S. Atkins, which has commenced a thorough and
comprehensive investigation of the conduct charged in the SEC's complaint.
Mr. Gordon said, "The Board is committed to cooperating with the governmental
investigation. We are going to dig out of these problems and take every
available step to restore corporate credibility. During this process, we will
maintain our commitment to providing outstanding patient care."
HEALTHSOUTH is the nation's largest provider of outpatient surgery, diagnostic
imaging and rehabilitative healthcare services, with nearly 1,700 locations in
all 50 states, the United Kingdom, Australia, Puerto Rico, Saudi Arabia and
Canada. HEALTHSOUTH can be found on the Web at www.healthsouth.com.
Statements contained in this press release which are not historical facts are
forward-looking statements. Without limiting the generality of the preceding
statement, all statements in this press release concerning or relating to the
nature or status of the investigation described are forward-looking statements.
In addition, HEALTHSOUTH, through its senior management, may from time to time
make forward-looking public statements concerning the matters described herein.
Such forward-looking statements are necessarily estimates based upon current
information, involve a number of risks and uncertainties and are made pursuant
to the "safe harbor" provisions of the Private Securities Litigation Reform Act
of 1995. HEALTHSOUTH's actual results may differ materially from the results
anticipated in these forward-looking statements as a result of a variety of
factors, including those identified in this press release and in the public
filings made by HEALTHSOUTH with the Securities and Exchange Commission,
including HEALTHSOUTH's Annual Report on Form 10-K for the year ended December
31, 2001 and its Quarterly Reports on Form 10-Q, and forward-looking statements
contained in this press release or in other public statements of HEALTHSOUTH or
its senior management should be considered in light of those factors. There can
be no assurance that such factors or other factors will not affect the accuracy
of such forward-looking statements.
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For more information, contact:
Ernie Knewitz, Euro RSCG Life
205-410-2777
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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: March 20, 2003
HEALTHSOUTH Corporation
By /s/ WILLIAM W. HORTON
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William W. Horton
Executive Vice President
and Corporate Counsel