UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 16, 2006 (February 15, 2006)
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HealthSouth Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware 000-14940 63-0860407
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
One HealthSouth Parkway
Birmingham, Alabama 35243
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (205) 967-7116
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On February 15, 2005, HealthSouth Corporation (the "Company") entered
into the following supplemental indentures: (i) the Third Supplemental
Indenture, dated as of February 15, 2006 (the "8.500% Supplemental Indenture"),
to the Indenture, dated as of February 1, 2001, as supplemented by the
Amendment to Indenture, dated as of August 27, 2003 and the Second Supplemental
Indenture, dated as of May 14, 2004 (as so supplemented, the "8.500%
Indenture") between the Company and The Bank of New York ("BONY"), as trustee,
which governs the terms of the Company's 8.500% Senior Notes due 2008 (the
"8.500% Notes"), (ii) the Third Supplemental Indenture, dated as of February
15, 2006 (the "7.375% Supplemental Indenture"), to the Indenture, dated as of
September 28, 2001, as supplemented by the Amendment to Indenture, dated as of
April 9, 2003 and the Second Supplemental Indenture, dated as of June 24, 2004
(as so supplemented, the "7.375% Indenture") between the Company and Wilmington
Trust Company ("Wilmington Trust"), as successor trustee to National City Bank,
as trustee, which governs the terms of the Company's 7.375% Senior Notes due
2006 (the "7.375% Notes"), (iii) the Second Supplemental Indenture, dated as of
February 15, 2006 (the "7.000% Supplemental Indenture"), to the Indenture,
dated as of June 22, 1998, as supplemented by the First Supplemental Indenture,
dated as of June 24, 2004 (as so supplemented, the "7.000% Indenture") between
the Company and Wilmington Trust as successor trustee to PNC Bank, National
Association, as trustee, which governs the terms of the Company's 7.000% Senior
Notes due 2008 (the "7.000% Notes"), (iv) the Third Supplemental Indenture,
dated as of February 15, 2006 (the "10.750% Supplemental Indenture"), to the
Indenture, dated as of September 25, 2000, as supplemented by the Amendment to
Indenture, dated as of August 27, 2003 and the Second Supplemental Indenture,
dated as of May 14, 2004 (as so supplemented, the "10.750% Indenture") between
the Company and HSBC Bank USA, National Association ("HSBC"), as successor
trustee to BONY, as trustee, which governs the terms of the Company's 10.750%
Senior Subordinated Notes due 2008 (the "10.750% Notes"), (v) the Second
Supplemental Indenture, dated as of February 15, 2006 (the "7.625% Supplemental
Indenture"), to the Indenture, dated as of May 22, 2002, as supplemented by the
Amendment to Indenture, dated as of August 27, 2003 and the First Supplemental
Indenture, dated as of June 24, 2004 (as so supplemented, the "7.625%
Indenture") between the Company and The Bank of Nova Scotia Trust Company of
New York ("The Bank of Nova Scotia"), as trustee, which governs the terms of
the Company's 7.625% Senior Notes due 2012 (the "7.625% Notes") and (vi) the
Third Supplemental Indenture, dated as of February 15, 2006 (the "8.375%
Supplemental Indenture," and together with the 8.500% Supplemental Indenture,
7.375% Supplemental Indenture, 7.000% Supplemental Indenture, 10.750%
Supplemental Indenture and 7.625% Supplemental Indenture, the "Supplemental
Indentures"), to the Indenture, dated as of September 28, 2001, as supplemented
by the Amendment to Indenture, dated as of August 27, 2003 and Second
Supplemental Indenture, dated as of June 22, 2004 (as so supplemented, the
"8.375% Indenture," and together with the 8.500% Indenture, 7.375% Indenture,
7.000% Indenture, 10.750% Indenture and 7.625% Indenture, the "Indentures")
between the Company and Wilmington Trust, as successor trustee to National City
Bank, as trustee, which governs the terms of the Company's 8.375% Senior Notes
due 2011 (the "8.375% Notes"). Wilmington Trust, BONY, HSBC and The Bank of
Nova Scotia are referred to collectively as the "Trustees," and the 8.500%
Notes, 7.375% Notes, 7.000% Notes, 10.750% Notes, 7.625% Notes and 8.375% Notes
are referred to collectively as the "Notes."
The Supplemental Indentures amend the applicable Indentures by
eliminating substantially all of the restrictive covenants contained in the
applicable Indentures, as described below (the "Amendments"). Each of the
Indentures provide that supplemental indentures of these types may be entered
into upon receipt of consents from holders representing a majority in aggregate
principal amount of the Notes under such Indenture. Prior to the execution of
the Supplemental Indentures, the Company solicited and received the required
consents to the Amendments in connection with its offers to purchase and
consent solicitations for any or all of the outstanding Notes. The consent
solicitations are now completed. The offers to purchase the Notes will expire
at 12:00 midnight, New York City time, on the evening of March 2, 2006.
The Amendments change the terms of the 8.500% Indenture as follows:
(a) The Amendments eliminate the following sections of the 8.500% Indenture:
Existing Section Number Caption
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Section 4.02...................... Reports
Section 4.04...................... Compliance Certificate; Notice of
Default; Tax Information
Section 4.05...................... Payment of Taxes and Other Claims
Section 4.06...................... Corporate Existence
Section 4.09...................... Maintenance of Properties and Insurance
Section 4.10...................... Limitation on Restricted Payments
Section 4.11...................... Limitation on Additional Indebtedness
and Subsidiary Preferred Stock
Section 4.13...................... Limitation on Transactions With
Affiliates
Section 4.14...................... Limitation on Liens
Section 4.16...................... Limitation on Restrictions on
Distributions from Subsidiaries
(b) The Amendments eliminate clauses (ii), (iii) and (iv) of Section 5.1 of the
8.500% Indenture, "Limitations on Mergers and Consolidations."
(c) The Amendments eliminate as events of default paragraphs (d) and (e) of
Section 6.01 of the 8.500% Indenture, "Events of Default."
The Amendments change the terms of the 7.375% Indenture as follows:
(a) The Amendments eliminate the following sections of the 7.375% Indenture:
Existing Section Number Caption
----------------------- -------
Section 4.02...................... Reports
Section 4.04...................... Compliance Certificate; Notice of
Default; Tax Information
Section 4.05...................... Payment of Taxes and Other Claims
Section 4.06...................... Corporate Existence
Section 4.09...................... Maintenance of Properties and Insurance
Section 4.10...................... Limitation on Restricted Payments
Section 4.11...................... Limitation on Additional Indebtedness
and Subsidiary Preferred Stock
Section 4.13...................... Limitation on Transactions With
Affiliates
Section 4.14...................... Limitation on Liens Prior to the
Fall-Away Event
Section 4.16...................... Limitation on Restrictions on
Distributions from Subsidiaries
Section 4.18...................... Limitations on Liens After the
Fall-Away Event
Section 4.19...................... Limitations on Sale and Lease-Back
Transactions
(b) The Amendments eliminate clauses (ii), (iii) and (iv) of Section 5.1,
"Limitations on Mergers and Consolidations Prior to the Fall-Away Event," and
paragraph (b) of Section 5.2, "Limitations on Mergers and Consolidations After
the Fall-Away Event," of the 7.375% Indenture.
(c) The Amendments eliminate as events of default paragraphs (d) and (e) of
Section 6.1 of the 7.375% Indenture, "Events of Default."
The Amendments change the terms of the 7.000% Indenture as follows:
(a) The Amendments eliminate the following sections of the 7.000% Indenture:
Existing Section Number Caption
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Section 3.5 Compliance Certificates
Section 3.6....................... Corporate Existence
Section 3.7....................... Maintenance of Properties
Section 3.8....................... Payment of Taxes and Other Claims
Section 3.10...................... Limitation on Liens
Section 3.11...................... Limitations on Sale and Lease-Back
Transactions
(b) The Amendments eliminate section 4.4 of the 7.000% Indenture, "Reports by
Company."
(c) The Amendments eliminate paragraphs (d) and (e) of Section 5.1 of the 7.000%
Indenture, "Event of Default Defined, Acceleration of Maturity; Waiver of
Default."
(d) The Amendments eliminate as events of default paragraphs (b) of Section 9.1
of the 7.000% Indenture, "Company May Consolidate, Etc., Only on Certain
Terms."
The Amendments change the terms of the 10.750% Indenture as follows:
(a) The Amendments eliminate the following sections of the 10.750% Indenture:
Existing Section Number Caption
----------------------- -------
Section 4.02...................... Reports
Section 4.04...................... Compliance Certificate; Notice of
Default; Tax Information
Section 4.05...................... Payment of Taxes and Other Claims
Section 4.06...................... Corporate Existence
Section 4.09...................... Maintenance of Properties and Insurance
Section 4.10...................... Limitation on Restricted Payments
Section 4.11...................... Limitation on Additional Indebtedness
and Subsidiary Preferred Stock
Section 4.13...................... Limitation on Transactions With
Affiliates
Section 4.14...................... Limitation on Liens
Section 4.16...................... Limitation on Restrictions on
Distributions from Subsidiaries
Section 4.17...................... Limitations on Certain Other Subordinated
Indebtedness
(b) The Amendments eliminate clauses (ii), (iii) and (iv) of Section 5.1 of the
10.750% Indenture, "Limitations on Mergers and Consolidations."
(c) The Amendments eliminate as events of default paragraphs (d), (e) and (f)
of Section 6.1 of the 10.750% Indenture, "Events of Default."
The Amendments change the terms of the 7.625% Indenture as follows:
(a) The Amendments eliminate the following sections of the 7.625% Indenture:
Existing Section Number Caption
----------------------- -------
Section 4.02...................... Reports
Section 4.04...................... Compliance Certificate; Notice of
Default; Tax Information
Section 4.05...................... Payment of Taxes and Other Claims
Section 4.06...................... Corporate Existence
Section 4.09...................... Maintenance of Properties and Insurance
Section 4.10...................... Limitation on Restricted Payments
Section 4.11...................... Limitation on Additional Indebtedness
and Subsidiary Preferred Stock
Section 4.13...................... Limitation on Transactions With
Affiliates
Section 4.14...................... Limitation on Liens Prior to the
Fall-Away Event
Section 4.16...................... Limitation on Restrictions on
Distributions from Subsidiaries
Section 4.18...................... Limitations on Liens After the
Fall-Away Event
Section 4.19...................... Limitations on Sale and Lease-Back
Transactions
(b) The Amendments eliminate clauses (ii), (iii) and (iv) of Section 5.1,
"Limitations on Mergers and Consolidations Prior to the Fall-Away Event," and
paragraph (b) of Section 5.2, "Limitations on Mergers and Consolidations After
the Fall-Away Event," of the 7.625% Indenture.
(c) The Amendments eliminate as events of default paragraphs (d) and (e) of
Section 6.1 of the 7.625% Indenture, "Events of Default."
The Amendments change the terms of the 8.375% Indenture as follows:
(a) The Amendments eliminate the following sections of the 8.375% Indenture:
Existing Section Number Caption
----------------------- -------
Section 4.02...................... Reports
Section 4.04...................... Compliance Certificate; Notice of
Default; Tax Information
Section 4.05...................... Payment of Taxes and Other Claims
Section 4.06...................... Corporate Existence
Section 4.09...................... Maintenance of Properties and Insurance
Section 4.10...................... Limitation on Restricted Payments
Section 4.11...................... Limitation on Additional Indebtedness
and Subsidiary Preferred Stock
Section 4.13...................... Limitation on Transactions With
Affiliates
Section 4.14...................... Limitation on Liens Prior to the
Fall-Away Event
Section 4.16...................... Limitation on Restrictions on
Distributions from Subsidiaries
Section 4.18...................... Limitations on Liens After the
Fall-Away Event
Section 4.19...................... Limitations on Sale and Lease-Back
Transactions
(b) The Amendments eliminate clauses (ii), (iii) and (iv) of Section 5.1,
"Limitations on Mergers and Consolidations Prior to the Fall-Away Event," and
paragraph (b) of Section 5.2, "Limitations on Mergers and Consolidations After
the Fall-Away Event," of the 8.375% Indenture.
(c) The Amendments eliminate as events of default paragraphs (d) and (e) of
Section 6.01 of the 8.375% Indenture, "Events of Default."
There are no material relationships between the Trustees and the
Company or any of their respective affiliates, other than the Trustees' service
as Trustees under the applicable Indentures and Supplemental Indentures.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
4.1 Third Supplemental Indenture, dated as of February 15, 2006, between the
Company and The Bank of New York, as trustee.
4.2 Third Supplemental Indenture, dated as of February 15, 2006 between the
Company and Wilmington Trust Company, as successor trustee to National City
Bank, as trustee, relating solely to the 7.375% Senior Notes due 2006.
4.3 Second Supplemental Indenture, dated as of February 15, 2006 between the
Company and Wilmington Trust Company as successor trustee to PNC Bank, National
Association, as trustee.
4.4 Third Supplemental Indenture, dated as of February 15, 2006, between the
Company and HSBC Bank USA, National Association, as successor trustee to The
Bank of New York, as trustee.
4.5 Second Supplemental Indenture, dated as of February 15, 2006, between the
Company, and The Bank of Nova Scotia Trust Company of New York, as trustee.
4.6 Third Supplemental Indenture, dated as of February 15, 2006, between the
Company and Wilmington Trust Company, as successor trustee to National City
Bank, as trustee, relating solely to the 8.375% Senior Notes due 2011.
SIGNATURE
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: Executive Vice President,
General Counsel and Secretary
Date: February 16, 2006
EXHIBIT INDEX
Exhibit No. Description
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4.1 Third Supplemental Indenture, dated as of February 15, 2006,
between the Company and The Bank of New York, as trustee.
4.2 Third Supplemental Indenture, dated as of February
15, 2006 between the Company and Wilmington Trust
Company, as successor trustee to National City Bank,
as trustee, relating solely to the 7.375% Senior
Notes due 2006.
4.3 Second Supplemental Indenture, dated as of February 15, 2006
between the Company and Wilmington Trust Company as successor
trustee to PNC Bank, National Association, as trustee.
4.4 Third Supplemental Indenture, dated as of February 15, 2006,
between the Company and HSBC Bank USA, National Association,
as successor trustee to The Bank of New York, as trustee.
4.5 Second Supplemental Indenture, dated as of February
15, 2006, between the Company, and The Bank of Nova
Scotia Trust Company of New York, as trustee.
4.6 Third Supplemental Indenture, dated as of February
15, 2006, between the Company and Wilmington Trust
Company, as successor trustee to National City Bank,
as trustee, relating solely to the 8.375% Senior
Notes due 2011.