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 (Date of earliest event reported): September 11, 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 35243
Birmingham, Alabama --------
----------------------- (Zip Code)
(Address of Principal
Executive Offices)
Registrant's Telephone Number, (205) 967-7116
Including Area Code:
Item 5. REGULATION FD DISCLOSURE
On September 11, 2003, HEALTHSOUTH Corporation issued a press release
announcing the appointment of a new independent director. The text of that press
release follows:
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For Immediate Release
September 11, 2003
HEALTHSOUTH NAMES LEE S. HILLMAN
AS NEW BOARD MEMBER
BIRMINGHAM, Ala. - HealthSouth Corporation (OTC Pink Sheets: HLSH) today
announced that it has appointed Lee S. Hillman, 47, as a new independent member
to the company's Board of Directors. Hillman's appointment was approved and
recommended to the Special Committee of the Board of Directors by HealthSouth's
Nominating/Corporate Governance Committee, consisting of three independent
directors and two corporate governance advisors.
Hillman, President of Liberation Investment Advisory Group, will serve as
Chairman of the Board's Audit Committee, as well as a member of the Compensation
Committee. Hillman is former Chairman of the Board and Chief Executive Officer
of Bally Total Fitness Holding Corp. and former Executive Vice President and
Chief Financial Officer of Bally Entertainment Corp. , which merged with Hilton
Hotels Corp. in December of 1996. Prior to the merger, he also served as
director of many of Bally Entertainment's subsidiaries in a regulated industry.
With previous experience as an audit partner with an international accounting
firm and a recognized corporate turnaround expert, Hillman has served as a
director of Bally Total Fitness Holding Corp., Holmes Place PLC, Continucare
Corp., and Heartland Alliance for Human Needs and Human Rights. Hillman has been
instrumental in the restructurings of two $1 billion New York Stock
Exchange-listed companies.
"Lee Hillman is a business professional with extensive experience in running a
successful corporation," said Joel C. Gordon, Interim Chairman of the Board of
HealthSouth. "His financial background makes him an asset to HealthSouth's
Board."
Hillman is a member of the American Institute of Certified Public Accountants
and the Illinois CPA Society. He serves as a member of the National Association
of Corporate Directors and the Chicagoland Chamber of Commerce. Hillman was
honored with the 2001 Torch of Liberty Award for his work with the
Anti-Defamation League. He is a member of the Graduate School of Business
Advisory Council at the University of Chicago and regularly serves as a guest
lecturer at the graduate schools of business at the University of Chicago and
Northwestern University.
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, Canada, Saudi Arabia and Puerto
Rico. 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. 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. While it is impossible to
identify all such factors, factors which could cause actual results to differ
materially from those estimated by HealthSouth include, but are not limited to:
the investigations by the Department of Justice and the Securities Exchange
Commission into HealthSouth's financial reporting and related activity calling
into question the accuracy of the Company's previously filed financial
statements; HealthSouth's statement that as a result of the investigations, the
Company's previously filed financial statements should no longer be relied upon
and may result in the Company restating its prior financial statements; the
withdrawal by HealthSouth's former accountants of their audit reports on all of
the Company's previously filed financial statements; the outcome of pending
litigation relating to these matters; significant changes in HealthSouth's
management team; HealthSouth's ability to successfully amend, restructure and/or
renegotiate its existing indebtedness or cure or receive a waiver of the events
of default under such agreements, the failure of which may result in HealthSouth
filing a voluntary petition for bankruptcy; HealthSouth's ability to continue to
operate in the ordinary course and manage it's relationships with its creditors,
including it's lenders, bondholders, vendors and suppliers, employees and
customers; changes, delays in or suspension of reimbursement for HealthSouth's
services by governmental or private payors; changes in the regulation of the
healthcare industry at either or both of the federal and state levels; changes
to or delays in the implementation of the prospective payment system for
inpatient rehabilitation services; competitive pressures in the healthcare
industry and HealthSouth's response thereto; HealthSouth's ability to obtain and
retain favorable arrangements with third-party payors; general conditions in the
economy and capital markets; and other factors which may be identified from time
to time in the Company's SEC filings and other public announcements.
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For more information contact Andy Brimmer at 205-410-2777.
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 11, 2003.
HEALTHSOUTH CORPORATION
By /s/ WILLIAM W. HORTON
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William W. Horton
Executive Vice President
and Corporate Counsel