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): February 2, 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
(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 February 2, 2004, HEALTHSOUTH Corporation announced the election
of Steven R. Berrard and Edward A. Blechschmidt to its Board of Directors and
to the Special Committee of its 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
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Name: Gregory L. Doody
Title: Corporate Counsel and Secretary
Dated: February 2, 2004
EXHIBIT INDEX
Exhibit No. Description
99 Press release of HEALTHSOUTH Corporation dated
February 2, 2004
News From
HEALTHSOUTH
FOR IMMEDIATE RELEASE
February 2, 2004
HEALTHSOUTH CORPORATION ELECTS
STEVEN R. BERRARD AND EDWARD A. BLECHSCHMIDT
TO BOARD OF DIRECTORS
BIRMINGHAM, Ala. - HealthSouth Corp. (OTC Pink Sheets: HLSH) today announced the
election of Steven R. Berrard, 49, and Edward A. Blechschmidt, 51, to its board
of directors and to the special committee of its board of directors, effective
January 31, 2004. Berrard is a former vice chairman, president and chief
executive officer of Blockbuster Entertainment Group, a division of Viacom, Inc.
Blechschmidt is a former chairman and chief executive officer of Gentiva Health
Services and former chief financial officer of Unisys Corp.
Berrard brings a strong financial and administrative background to the
HealthSouth board of directors. He is co-founder and principal of New River
Capital, a private equity fund that invests in both public and private companies
at different stages of maturity. He co-founded and worked until 1999 as co-chief
executive officer of AutoNation, Inc., which through its affiliated dealers is
the largest new and used vehicle retailer in the United States. He also served
as vice chairman of Blockbuster Entertainment Corporation prior to its
acquisition by Viacom in 1994.
Florida Governor Jeb Bush appointed Berrard to the board of directors of North
Broward Hospital District, one of the ten largest public health systems in the
United States. He currently serves on the board of directors of Boca Resorts,
Inc. and served on the board of directors of Birmingham Steel Corp.
Berrard held various finance positions in his career, including chief financial
officer of Blockbuster. He holds an accounting degree from Florida Atlantic
University and has worked as an auditor for Coopers & Lybrand, LLP
Blechschmidt brings extensive experience across diverse industries and a strong
healthcare, financial and technology background to the HealthSouth board. Under
Blechschmidt's leadership, Gentiva Health's market valuation more than tripled,
and the company was named to Fortune magazine's prestigious "Fortune 1000" list.
Blechschmidt served as chief executive officer and director of Olsten
Corporation. He also served as president and chief executive officer of Siemens
Nixdorf Americas and Siemens' Pyramid Technology. Prior to Siemens, he spent
more than 20 years with Unisys Corp., a global provider of information
technology and consulting services. He has chaired Unisys' worldwide corporate
quality council and was a member of the board's ethics committee. Blechschmidt
serves on the boards of directors of Gentiva Health Services, Inc., Neoforma,
Inc., Lionbridge Technologies, Inc., and Garden Fresh Restaurant Corp.
"Steve and Ed bring extensive financial, administrative, and healthcare
experience to the board," said Joel C. Gordon, acting HealthSouth chairman of
the board. "We are very pleased to have them join us as new independent
directors, and we look forward to their help in continuing to develop
HealthSouth's platform for future growth and success."
The addition of the two new directors is another step in the board transition
plan announced in December 2003 and a result of the company's ongoing efforts to
bring on more independent directors and to strengthen the company's governance
program.
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 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 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.