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): December 2, 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 Required FD Disclosure.
On December 2, 2003, HEALTHSOUTH Corporation issued a press release
entitled "HealthSouth Announces Board Transition Plan". 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 Current Report on Form 8-K 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: Corporate Counsel and Secretary
Dated: December 2, 2003
Exhibit Index
Exhibit No. Description
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99 Press release of HEALTHSOUTH Corporation dated December 2, 2003
Exhibit 99
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News From
[GRAPHIC OMITTED][GRAPHIC OMITTED]
FOR IMMEDIATE RELEASE
DECEMBER 2, 2003
HEALTHSOUTH ANNOUNCES BOARD TRANSITION PLAN
Transition Plan Provides Basis for Settlement of Delaware Action to Compel
Annual Meeting; Company to Request Major Stockholders be Part of Search
Process for New Board Members
BIRMINGHAM, Alabama - The Special Committee of the Board of Directors of
HealthSouth Corporation (OTC Pink Sheets: HLSH) announced today that it has
adopted a transition plan pursuant to which five long-standing members of its
Board of Directors will voluntarily leave the Board over the coming months.
The transition plan, which had previously been under consideration by the
Special Committee, formed the basis for a settlement of a lawsuit in Delaware
pursuant to which Teachers' Retirement System of Louisiana sought to compel
HealthSouth to hold an annual meeting in early 2004. Under the terms of the
settlement, the lawsuit was terminated and HealthSouth agreed to hold an
annual meeting no later than sixty days after its audited financial statements
are available.
Under the transition plan, two long-standing Directors will leave voluntarily
by December 15, 2003, two additional long-standing Directors will leave
voluntarily not later than April 15, 2004 and one additional long-standing
Director will leave voluntarily not later than August 31, 2004. It is intended
that these five long-standing Directors will be replaced by four new
Directors.
A search for four new Directors will begin immediately, overseen by a Search
Committee consisting of one member of the Nominating Committee of
HealthSouth's Board, a representative of Teachers' Retirement System of
Louisiana and representatives of up to three of HealthSouth's major
institutional stockholders which agree to participate. The Search Committee
will consult with major institutional stockholders who do not participate on
the Search Committee. The Search Committee will recommend candidates to
HealthSouth's Nominating Committee with the goal of filling the vacancies as
soon as practicable.
Under the transition plan, the three Directors who joined HealthSouth's Board
after August 2002 - Jon F. Hanson, Robert P. May and Lee S. Hillman - together
with Joel C. Gordon, will remain on HealthSouth's Board in order to help
ensure the continuity and stability of HealthSouth's current turnaround
efforts. In addition, Messrs. Gordon and May have agreed to continue as
Interim Chairman and Interim Chief Executive Officer, respectively, until such
time as the Special Committee of HealthSouth's Board believes the turnaround
is largely accomplished and a permanent management team is in place.
HealthSouth's Special Committee consists of all of HealthSouth's current
directors except Richard M. Scrushy, who has refused the Board of Directors'
request that he resign as a director.
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 calling into question the accuracy of the Company's
previously filed financial statements; 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 the events of default
under such agreements, the failure 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 it's relationships with its
creditors, including it's 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 or delays in 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.