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: January 6, 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 January 6, 2003, HEALTHSOUTH Corporation issued a press release
announcing a realignment in responsibilities among its senior management team.
The text of that press release, which describes the changes, follows:
FOR IMMEDIATE RELEASE
JANUARY 6, 2003
HEALTHSOUTH ANNOUNCES REALIGNMENT OF EXECUTIVE
MANAGEMENT RESPONSIBILITIES
BIRMINGHAM, Alabama - HEALTHSOUTH Corporation (NYSE:HRC) today
announced that it had made several changes in responsibilities among
its senior management team. Effectively immediately, Richard M.
Scrushy, Chairman of the Board of HEALTHSOUTH, will resume his role as
Chief Executive Officer of the company, a position he held from the
inception of the company until August 2002. William T. Owens, currently
Chief Executive Officer of HEALTHSOUTH, will resume his prior duties as
Chief Financial Officer, and current Chief Financial Officer Malcolm E.
McVay will devote his full time to serving as Treasurer of the company,
focusing on banking, capital markets and investor relations matters.
Operating division presidents Patrick A. Foster, Larry D. Taylor and
Daniel J. Riviere will continue in those positions and will report
directly to Mr. Scrushy.
"We have been carefully reviewing our management structure since we
announced the suspension of plans to split off our surgery center
division in October," said Scrushy. "Our Board of Directors and I
believe that the changes we are announcing today will enable us to
provide stronger and more effective leadership in the finance area in
response to today's demanding environment."
Scrushy continued, "Bill Owens served as Controller, Chief Financial
Officer and Chief Operating Officer before becoming Chief Executive
Officer in anticipation of the surgery center transaction. His
extensive knowledge of both the financial and operational sides of our
business will help us meet the challenges of maintaining a sound
financial structure in these complex times. Tadd McVay is highly
respected for his experience in the capital markets and investor
relations areas, and we believe that is important to our company for
him to focus his full attention on those aspects of our work. We are
grateful to these two leaders for taking on these responsibilities, and
I look forward to continuing my active involvement in both day-to-day
management and long-term strategy as Chief Executive Officer, working
with Bill, Tadd and our outstanding division presidents. In addition,
we expect to make further announcements in the near future about new
corporate governance initiatives aimed at strengthening HEALTHSOUTH's
commitment to strong, effective board and management leadership."
Owens added, "When Richard and the Board asked me to take over the
Chief Financial Officer role again, I was honored to take on this new
challenge. I have been involved in finance and accounting for
HEALTHSOUTH for nearly 17 years, and I believe that this is the area in
which I can make the greatest contribution to the continuing success of
our company. Working as a team with
Richard Scrushy and Tadd McVay, I believe I can help make sure that we
maintain a disciplined financial strategy, with strong internal
controls and the level of disclosure that the market demands today."
"In the current environment, our relationships with the capital markets
and our investor base are vitally important, as is the strength of our
balance sheet," said McVay. "In my role, I will focus my time on
working with our bank group and the capital markets to ensure that we
continue to have a capital structure that appropriately supports both
our current operations and future growth, as well as continuing to
strengthen our investor relations program. I am pleased to have the
chance to concentrate on these areas, where I believe I can play a
significant role for the future of HEALTHSOUTH."
John S. Chamberlin, an independent member of HEALTHSOUTH's Board of
Directors, stated, "The Board believes that the changes we have made
today will strengthen HEALTHSOUTH and ensure that we have the best team
in the best roles for the company's needs today. We have continued
confidence in Richard Scrushy's leadership, and we believe it is
important for him to step back into the Chief Executive Officer role.
At the same time, we believe that the new positions for Bill Owens and
Tadd McVay will allow them to give their full time to the areas where
their strengths and knowledge can best serve the company, and we thank
them for their willingness to take on these responsibilities."
As previously announced, HEALTHSOUTH has engaged two nationally
recognized search firms, The Directorship Search Group and Spencer
Stuart, to assist it in identifying potential new independent
candidates for the company's Board of Directors.
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.
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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 earnings, margins,
costs, expenditures, cash flows, growth rates and financial results 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) 967-7116
MEDIA: HEALTHSOUTH PUBLIC RELATIONS, (205) 969-7584
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: January 6, 2003.
HEALTHSOUTH CORPORATION
By /s/ WILLIAM W. HORTON
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William W. Horton
Executive Vice President
and Corporate Counsel