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): March 27, 2003
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 REGULATION FD DISCLOSURE
On March 27, 2003, HEALTHSOUTH Corporation issued the following press
release:
FOR IMMEDIATE RELEASE
March 27, 2003
HEALTHSOUTH RECEIVES NOTICE OF NON-PAYMENT DEFAULT
UNDER BANK CREDIT AGREEMENT; PROHIBITS APRIL 1 PAYMENTS UNDER
SUBORDINATED SECURITIES
BIRMINGHAM, Alabama - HEALTHSOUTH Corporation (PS: HLSH) announced today that it
has received notice from JPMorgan Chase Bank, administrative agent under the
Company's $1.25 billion credit facility, that its lenders have determined that
the previously announced Securities and Exchange Commission and Department of
Justice investigations into its financial reporting and related activity
constitute a material adverse effect under the terms of the credit facility and,
therefore, that HEALTHSOUTH is in default under the credit facility. As a result
of this default, which is not a payment default, JPMorgan Chase Bank has given
the Company notice that it is currently prohibited from making the approximately
$17.2 million interest payment to holders of its 10.75% Senior Subordinated
Notes and the approximately $349.8 million payment of principal and interest to
holders of its 3.25% Convertible Subordinated Debentures due, in each case, on
April 1.
"HEALTHSOUTH is currently in discussions with JPMorgan Chase Bank and our other
lenders to address the Company's current liquidity situation," said Joel C.
Gordon, Acting Chairman of the Board of HEALTHSOUTH. "We are hopeful that the
decision by our senior lenders to prohibit payments to our subordinated
bondholders will provide the Company with some additional time to continue our
discussions in an orderly manner and to seek a resolution that is in the best
interest of the Company and all of its stakeholders. We cannot, however, provide
any assurances that an agreement with our lenders will ultimately be reached."
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, Puerto Rico, Saudi Arabia and
Canada. 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, including those identified in
this press release and in the public filings made by HEALTHSOUTH with the
Securities and Exchange Commission, including HEALTHSOUTH's Annual Report on
Form 10-K for the year ended December 31, 2001 and its Quarterly Reports on Form
10-Q, and forward-looking statements contained in this press release or in other
public statements of HEALTHSOUTH or its senior management should be considered
in light of those factors. There can be no assurance that such factors or other
factors will not affect the accuracy of such forward-looking statements.
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For more information, contact:
MEDIA INVESTORS
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ERNIE KNEWITZ SUSAN NOONAN OR DAVID WALSEY
EURO RSCG LIFE NRP EURO RSCG LIFE NRP
205-410-2777 205-969-7559
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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/ WILLIAM W. HORTON
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William W. Horton
Executive Vice President
and Corporate Counsel
Dated: March 28, 2003