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: October 16, 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 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On October 16, 2002, HEALTHSOUTH Corporation issued the following press
release, announcing the suspension of our previously-announced plan for the
separation of our surgery center operations into a new public company:
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FOR IMMEDIATE RELEASE
OCTOBER 16, 2002
HEALTHSOUTH SUSPENDS SURGERY DIVISION TRANSACTION
BIRMINGHAM, Alabama -- HEALTHSOUTH Corporation (NYSE: HRC) announced that it has
suspended its previously-announced plan to effect a tax-free separation of its
surgery center division into a new publicly traded company, which was given
preliminary approval by the Board of Directors on August 27. HEALTHSOUTH's
surgery center division constitutes the largest affiliated network of surgery
centers in the United States.
"Based on comments we have received from some of our investors and lenders and
conditions in the debt and equity markets, we have determined that it does not
make economic sense at this time to proceed with a separation transaction," said
Richard M. Scrushy, HEALTHSOUTH's Chairman of the Board. "Our surgery center
business is strong, and there is no reason for us to move forward with any
transaction at a time when we do not believe it is prudent to do so."
"We believe the enhanced focus we have brought to our surgery center operations
during this process will help us improve those operations while they continue as
part of our national network," said William T. Owens, President and Chief
Executive Officer of HEALTHSOUTH. "While we are suspending plans for a tax-free
separation at this time, we retain the flexibility to resume the transaction if
capital market conditions become more favorable and to consider other strategic
alternatives for the surgery center business if and when that is in the best
interests of our stockholders and other constituencies. Right now, we are
committed to running the largest and best group of surgery centers in the United
States."
As previously announced, HEALTHSOUTH is also continuing to evaluate the sale of
non-core assets and business operations. Any transaction will be contingent upon
the receipt of necessary governmental and third-party approvals and the
satisfaction of customary conditions, which will vary depending upon the form of
the transaction. Any transaction is also subject to final approval by
HEALTHSOUTH's Board of Directors.
HEALTHSOUTH is the nation's largest provider of outpatient surgery, diagnostic
imaging and rehabilitative healthcare services, with approximately 1,900
locations in all 50 states, the United Kingdom, Australia, Puerto Rico 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. Without limiting the generality of the preceding
statement, all statements in this press release concerning or relating to
estimated and projected revenues, earnings, margins, costs, expenditures, cash
flows, growth rates and financial results, as well as to the consummation of the
transactions described herein, 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:
Investor Relations: Jason Brown, (205) 970-4873
Media: HEALTHSOUTH Public Relations, (205) 969-7584
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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.
Date: October 16, 2002
HEALTHSOUTH Corporation
By /s/ WILLIAM W. HORTON
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William W. Horton
Executive Vice President
and Corporate Counsel