UNITED STATES
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): May 27, 2004
HEALTHSOUTH Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-10315 63-0860407
(Commission File Number) (IRS Employer Identification No.)
One HEALTHSOUTH Parkway, Birmingham, Alabama 35243
(Address of Principal Executive Offices, Including Zip Code)
(205) 967-7116
(Registrant's Telephone Number, Including Area Code)
ITEM 5. Other Events and Required FD Disclosure.
HEALTHSOUTH Corporation today issued a press release entitled
"HEALTHSOUTH EXTENDS CONSENT SOLICITATIONS THROUGH JUNE 4, 2004. NEGOTIATIONS
WITH NOTEHOLDERS ONGOING. HOLDERS OF 7.000% SENIOR NOTES DUE 2008 DELIVER
NOTICE OF TECHNICAL DEFAULT."
A copy of the press release is attached hereto as Exhibit 99 and
incorporated herein by reference.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
See Exhibit Index.
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.
HEALTHSOUTH CORPORATION
By: /s/ Gregory L. Doody
----------------------------------
Name: Gregory L. Doody
Title: Executive Vice President,
General Counsel and Secretary
Dated: May 28, 2004
EXHIBIT INDEX
Exhibit No. Description
99 Press release of HEALTHSOUTH Corporation dated May 28, 2004.
EXHIBIT 99
NEWS FROM
[GRAPHICS OMITTED]
NOT FOR IMMEDIATE RELEASE
May 28, 2004
HEALTHSOUTH EXTENDS CONSENT SOLICITATIONS THROUGH JUNE 4, 2004
NEGOTIATIONS WITH NOTEHOLDERS ONGOING
HOLDERS OF 7.00% SENIOR NOTES DUE 2008 DELIVER NOTICE OF TECHNICAL DEFAULT
BIRMINGHAM, ALA. - HealthSouth Corp. (OTC Pink Sheets: HLSH) today announced
that it is extending its solicitation of consents from holders of its 6.875%
Senior Notes due 2005, 7.375% Senior Notes due 2006, 7.000% Senior Notes due
2008, 8.375% Senior Notes due 2011, and 7.625% Senior Notes due 2012 until
11:59 p.m., New York City Time, on June 4, 2004.
The Company continues to negotiate with its Noteholders and looks forward to
completing these exchange offers on a fair and commercially reasonable basis in
order to facilitate its continuing restructuring efforts.
The Company has agreed to pay $13.75 per $1,000 principal amount to holders of
its 6.875% Senior Notes due 2005, 7.375% Senior Notes due 2006, 7.000% Senior
Notes due 2008, 8.375% Senior Notes due 2011 and 7.625% Senior Notes due 2012
who deliver valid and unrevoked consents prior to the expiration of the consent
solicitations, subject to the proposed amendments to the indentures becoming
operative.
Each holder of notes who consents to the proposed amendments will also be
waiving all alleged and potential defaults under the indentures arising out of
events occurring on or prior to the effectiveness of the proposed amendments.
Consents for any series of notes may be revoked at any time prior to the date
on which the trustee under the indenture for that series receives evidence that
the requisite consents have been obtained.
HealthSouth also announced today that it has received a notice of technical
default on behalf of the requisite holders of its 7.00% Senior Notes due 2008.
The default notice relates to HealthSouth's failure to file reports with the
Securities and Exchange Commission and with the trustee of its 2008 Senior
Notes and, if not cured within 60 days, could permit holders of the 2008 Senior
Notes to accelerate their indebtedness.
HealthSouth said that the notice of default was delivered in connection with
the Company's ongoing litigation with its Noteholders, including holders of its
2008 Senior Notes. As previously noted, in that litigation, HealthSouth is
seeking to prevent the acceleration of the indebtedness outstanding under such
Notes and is arguing, among other things, that notices of default which
previously were served on the Company were inadequate under the terms of the
Indentures under which the Notes were issued. Judge Allwin Horn, III of the
Circuit Court of Jefferson County, Alabama has set a hearing for HealthSouth's
motion for partial summary judgment on this and other issues for June 30, 2004.
This news release is not a solicitation of consents with respect to any
securities. The consent solicitations are being made only pursuant to the terms
and conditions of the consent solicitation statements relating to each series
of Notes and the accompanying documents. These documents can be obtained from
Innisfree M&A Incorporated, the information agent, at 212-750-5833 (Banks and
Brokers Call Collect) or 888-750-5834 (Noteholders Call Toll-Free). Questions
regarding the solicitations should be directed to Credit Suisse First Boston,
the solicitation agent, at 800-820-1653.
ABOUT HEALTHSOUTH
HealthSouth is the nation's largest provider of outpatient surgery, diagnostic
imaging and rehabilitative healthcare services, with nearly 1,700 locations
nationwide and abroad. 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;
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
alleged defaults under such agreements, the inability 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 its relationships with
its creditors, including its 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 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.