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: November 22, 2002
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 9. REGULATION FD DISCLOSURE
On or about November 25, 2002, HEALTHSOUTH Corporation will begin
making available to investors and other interested persons its "HEALTHSOUTH
Investor Messenger" newsletter. This newsletter will contain news and
information about HEALTHSOUTH that we believe may be of interest to investors.
We expect to publish new editions of this newsletter from time to time,
approximately once per quarter. We are furnishing the text of the initial issue
of the newsletter pursuant to the Securities and Exchange Commission's
Regulation FD. This information is furnished pursuant to Item 9 of Form 8-K and
shall not be deemed to be "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that
Section, unless we specifically incorporate it by reference in a document filed
under the Securities Act of 1933 or the Securities Exchange Act of 1934. By
filing this report on Form 8-K and furnishing this information, we make no
admission as to the materiality of any information in this report that is
required to be disclosed solely by reason of Regulation FD.
The information contained in the newsletter is summary information that
is intended to be considered in the context of our SEC filings and other public
announcements that we may make, by press release or otherwise, from time to
time. We undertake no duty or obligation to publicly update or revise the
information contained in this report, although we may do so from time to time as
our management believes is warranted. Any such updating may be made through the
filing of other reports or documents with the SEC, through press releases or
through other public disclosure.
The text of the newsletter included with this report omits various
graphic images included in the actual newsletter. We expect to make the
newsletter, including such graphic images, available for viewing at the
"Investor Relations" section of our website located at www.healthsouth.com, and
to distribute the newsletter by e-mail to investors who have requested to
receive information from us in that way.
Some of the matters discussed in this report (including its exhibit)
may constitute forward-looking statements. Some of these forward-looking
statements can be identified by the use of forward-looking terminology such as
"believes", "expects", "may", "will", "should", "seeks", "approximately",
"intends", "plans", "estimates" or "anticipates" or the negative thereof or
other comparable terminology, or by discussions of strategy, plans or
intentions. Without limiting the generality of the preceding statement, all
statements in this report concerning or relating to estimated and projected
earnings, margins, costs, expenditures, cash flows, growth rates and financial
results are forward-looking statements. In addition, we, through our senior
management, from time to time make forward-looking public statements concerning
our expected future operations and performance and other developments. These
forward-looking statements are necessarily estimates that reflect what we
believe are reasonable and involve a number of risks and uncertainties. There
can be no assurance that our actual results will not differ materially from the
results anticipated in such forward-looking statements. While it is impossible
to identify all such factors, factors which could cause actual results to differ
materially from those estimated by us include, but are not limited to, changes
in the regulation of the healthcare industry at either or both of the federal
and state levels, changes or delays in reimbursement for our services by
governmental or private payors, changes to or delays in the implementation of
the prospective payment system for inpatient rehabilitation services,
competitive pressures in the healthcare industry and our response thereto, our
ability to obtain and retain favorable arrangements with third-party payors,
unanticipated delays in the implementation of our Integrated Service Model or
other strategies, general conditions in the economy and capital markets and
other factors which may be identified from time to time in our SEC filings and
other public announcements.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99. Text of "HEALTHSOUTH Investor Messenger" newsletter
released on or about November 25, 2002.
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: November 22, 2002
HEALTHSOUTH Corporation
By /s/ WILLIAM W. HORTON
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William W. Horton
Executive Vice President
and Corporate Counsel