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): April 15, 2004
HEALTHSOUTH Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-10315 63-0860407
(Commission File Number) (IRS Employer Identification No.)
One HealthSouth Parkway, Birmingham, Alabama 35243
(Address of Principal Executive Offices, Including Zip Code)
(205) 967-7116
(Registrant's Telephone Number, Including Area Code)
ITEM 5. Other Events and Required FD Disclosure.
HEALTHSOUTH Corporation previously issued a press release entitled
"HealthSouth Announces Board Transition Plan" on December 2, 2003. In
connection with this previously announced transition plan for its Board of
Directors, on April 15, 2004, HEALTHSOUTH announced the voluntary resignation
of C. Sage Givens from the Board of Directors. 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
Name: Gregory L. Doody
Title: Executive Vice President,
General Counsel and Secretary
Dated: April 15, 2004
EXHIBIT 99
News From
[GRAPHIC OMITTED]
FOR IMMEDIATE RELEASE
April 15, 2004
HEALTHSOUTH ANNOUNCES VOLUNTARY RESIGNATION OF
BOARD MEMBER C. SAGE GIVENS
Birmingham, Alabama -- HealthSouth Corporation (OTC Pink Sheets: HLSH) today
announced that C. Sage Givens has voluntarily resigned from the HealthSouth
Board of Directors as part of its previously announced board transition plan.
Joel C. Gordon, Interim Chairman of the Board of HealthSouth said, "We
appreciate the many years of service Sage dedicated to HealthSouth and its
shareholders. The support and dedication shown by Sage and our other directors
over the past year have been invaluable in helping to stabilize HealthSouth's
operations and map out a course for the future."
Givens, founding Managing Director of Acacia Venture Partners, had been a
member of the Board of HealthSouth since 1985. Over the course of her career,
Givens also has served on the Boards of a number of other healthcare companies,
including AmeriGroup Corporation, that have become industry leaders.
"It has been a tremendous honor and privilege to serve as a director of
HealthSouth," said Ms. Givens. "I wish HealthSouth every success in the
future."
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 and 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.