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): April 14, 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)
ITEM 5. Other Events and Required FD Disclosure.
HEALTHSOUTH Corporation 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, 8.500% Senior Notes
due 2008, 8.375% Senior Notes due 2011, 7.625% Senior Notes due 2012 and
10.750% Senior Subordinated Notes due 2008 until 11:59 p.m., New York City
Time, on April 28, 2004. The consent solicitations, which commenced on March
16, 2004, were previously scheduled to expire at 11:59 p.m., New York City
Time, on April 13, 2004.
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
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Name: Gregory L. Doody
Title: Executive Vice President,
General Counsel and Secretary
Dated: April 14, 2004
Exhibit Index
Exhibit No. Description
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99 Press release of HEALTHSOUTH Corporation dated April 14, 2004.
EXHIBIT 99
News From
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[GRAPHIC OMITTED]
FOR IMMEDIATE RELEASE
April 14, 2004
HEALTHSOUTH CORPORATION EXTENDS CONSENT
SOLICITATIONS THROUGH APRIL 28, 2004
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, 8.500% Senior Notes due 2008, 8.375% Senior Notes due 2011, 7.625% Senior
Notes due 2012 and 10.750% Senior Subordinated Notes due 2008 until 11:59 p.m.,
New York City Time, on April 28, 2004. The consent solicitations, which
commenced on March 16, 2004, were previously scheduled to expire on 11:59 p.m.,
New York City Time, on April 13, 2004.
Joel C. Gordon, acting HEALTHSOUTH chairman of the board, said "We are
extremely encouraged by the significant positive response that we have received
so far and we have decided to extend the consent solicitations in order to
allow all holders the opportunity to participate."
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.