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: February 27, 2003
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 February 26, 2003, HEALTHSOUTH Corporation issued the following
press release:
FOR IMMEDIATE RELEASE
FEBRUARY 26, 2003
HEALTHSOUTH RESPONDS TO MEDIA INQUIRIES
ON SEC INVESTIGATION
BIRMINGHAM, Alabama - On September 19, 2002, HEALTHSOUTH Corporation
(NYSE:HRC) disclosed that it had received notice of an investigation by the
Securities and Exchange Commission and that it was cooperating fully with the
investigation. A number of news media have reported on the investigation in the
past 24 hours, and in response to inquiries from various media relating to those
reports, the company confirms that it has recently learned that the SEC has
issued an "Order Directing Private Investigation and Designating Officers To
Take Testimony" - commonly referred to as a "formal order of investigation" - in
connection with the investigation. The company understands that the SEC is
investigating possible violations of Section 11(a) of the Securities Act of 1933
and Sections 10(b), 13(a) and 13(b)(2)(A) and (B) of the Securities Exchange Act
of 1934 and Rules 10b- 5, 12b-20, 13a-13, 13b2-1 and 13b2-2 thereunder. The
company cannot now predict the course or outcome of the investigation; however,
the company continues to cooperate fully with the SEC in this matter. As
previously indicated, the company does not believe that it or anyone associated
with it has violated any securities laws.
HEALTHSOUTH is the nation's largest provider of outpatient surgery, diagnostic
imaging and rehabilitative healthcare services, with approximately 1,800
locations in all 50 states, the United Kingdom, Australia, Puerto Rico, Saudi
Arabia 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 the
nature or status of the investigation described 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.
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: February 27, 2003.
HEALTHSOUTH CORPORATION
By /s/ WILLIAM W. HORTON
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William W. Horton
Executive Vice President
and Corporate Counsel