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): September 9, 2004
HEALTHSOUTH Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-10315 63-0860407
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(Commission File Number) (IRS Employer Identification No.)
One HEALTHSOUTH Parkway, Birmingham, Alabama 35243
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(Address of Principal Executive Offices, Including Zip Code)
(205) 967-7116
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(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
As previously announced, Mr. Charles M. Elson, 44, has been elected a
member of the Board of Directors and the Special Committee of the Board of
Directors of HealthSouth Corporation (the "Company"), effective September 9,
2004. The Company expects that Mr. Elson will also serve on the Company's
Nominating/Corporate Governance Committee beginning on September 16, 2004.
Mr. Elson holds the Edgar S. Woolard, Jr., Chair in Corporate
Governance and is the Director of the John L. Weinberg Center for Corporate
Governance at the University of Delaware. Mr. Elson has served on the National
Association of Corporate Directors' Commissions on Director Compensation,
Executive Compensation and the Role of the Compensation Committee, Director
Professionalism, CEO Succession, Audit Committees, Strategic Planning, and
Director Evaluation, was a member of its Best Practices Council on Coping with
Fraud and Other Illegal Activity, and presently serves on that organization's
Advisory Council. In addition, Mr. Elson serves as Vice Chairman of the
American Bar Association's Committee on Corporate Governance and is a member
of the American Bar Association's Committee on Corporate Laws. He is a
graduate of Harvard College and the University of Virginia Law School.
Mr. Elson served as an advisor to the Board's Nominating/Corporate
Governance Committee from January 27, 2003, through June 2003. In connection
therewith and pursuant to a consultant agreement, Mr. Elson has received
payments and reimbursements of expenses of approximately $42,000 from the
Company. Since January 1, 2003, there have been no other transactions or
proposed transactions to which the Company or any of its subsidiaries was or
is to be a party in which Mr. Elson had or is to have a direct or indirect
material interest.
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
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Name: Gregory L. Doody
Title: Executive Vice President,
General Counsel and Secretary
Dated: September 13, 2004