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): June 21, 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 issued a press release entitled:
"HEALTHSOUTH ANNOUNCES SUCCESS OF CONSENT SOLICITATIONS FOR ALL OUTSTANDING
PUBLIC DEBT."
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: June 22, 2004
Exhibit Index
Exhibit No. Description
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99 Press release of HEALTHSOUTH Corporation dated June 22, 2004.
Exhibit 99
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News From
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[GRAPHIC OMITTED]
FOR IMMEDIATE RELEASE
June 22, 2004
HEALTHSOUTH ANNOUNCES SUCCESS OF CONSENT SOLICITATIONS FOR
ALL OUTSTANDING PUBLIC DEBT
Obtains Requisite Consents for 6.875% Senior Notes Due 2005
and 8.375% Senior Notes Due 2011
BIRMINGHAM, Ala. - HealthSouth Corp. (OTC Pink Sheets: HLSH) today announced
that holders of more than a majority in principal amount of its 6.875% Senior
Notes Due 2005 and 8.375% Senior Notes Due 2011 have delivered consents to
approve proposed amendments to, and waivers under, the indenture governing such
notes. The Company has now obtained the consents required to approve the
amendments and waivers for all of its $2.6 billion in outstanding public debt.
"Today's announcement represents an important milestone for HealthSouth," said
Jay Grinney, HealthSouth's President and Chief Executive Officer. "With this
approval by our noteholders, we have accomplished another important part of our
turnaround plan that will bring us into compliance on all of our public debt
issues. We look forward to continuing our efforts to build a future of solid
growth and profitability for the Company."
HealthSouth has delivered evidence of its receipt of the requisite consents to
the trustee for these issues which has made these consents irrevocable. The
Company expects to close on all of its outstanding consent solicitations
immediately following their expiration at 11:59 p.m., New York City time, on
June 23, 2004. HealthSouth emphasized that if the conditions to a consent
solicitation are satisfied, any noteholders who do not deliver valid consents
prior to the expiration date of such consent solicitation will not receive a
consent fee.
On June 8, 2004, HealthSouth announced that it reached an agreement with its
Unofficial Committee of Noteholders pursuant to which HealthSouth will pay (i)
$30.00 per $1,000 principal amount of notes to holders of its 8.375% Senior
Notes due 2011, 6.875% Senior Notes due 2005 and 7.375% Senior Notes due 2006;
(ii) $32.50 per $1,000 principal amount of notes to holders of its 7.000%
Senior Notes due 2008; and (iii) $45.00 per $1,000 principal amount of notes to
holders of its 7.625% Senior Notes due 2012. 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.
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.