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): January 16, 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
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(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 January 16, 2004, HEALTHSOUTH Corporation ("HEALTHSOUTH") entered
into a new $355 million Senior Subordinated Credit Agreement, among HEALTHSOUTH,
the lenders party thereto and Credit Suisse First Boston, as Administrative
Agent and Syndication Agent (the "Credit Agreement"). The Credit Agreement has
an interest rate of 10.375% per annum, payable quarterly, with a 7-year
maturity, callable after the third year with a premium.
In connection with entering into the Credit Agreement, HEALTHSOUTH also
issued warrants to the lenders to purchase 10 million shares of common stock of
HealthSouth pursuant to a Warrant Agreement, dated as of January 16, 2004 (the
"Warrant Agreement"), between HEALTHSOUTH and Wells Fargo Bank Northwest, N.A.,
as Warrant Agent. Each warrant has a term of 10 years from the date of issuance
and an exercise price of $6.50 per share. In addition, HEALTHSOUTH entered into
a Registration Rights Agreement, dated as of January 16, 2004 (the "Registration
Rights Agreement"), among HEALTHSOUTH Corporation and the entities listed on the
signature pages thereto as holders of Warrants and Transfer Restricted
Securities (as defined therein).
The Credit Agreement, Warrant Agreement and Registration Rights
Agreement are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and
incorporated herein by reference.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
See Exhibit Index, which is hereby incorporated by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K 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: Interim Corporate Counsel
and Secretary
Dated: January 20, 2004
Exhibit Index
Exhibit No. Description
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10.1 Senior Subordinated Credit Agreement, dated as of January
16, 2004, among HEALTHSOUTH Corporation, the lenders party
thereto, and Credit Suisse First Boston, as Administrative
Agent and Syndication Agent.
10.2 Warrant Agreement, dated as of January 16, 2004, between
HEALTHSOUTH Corporation and Wells Fargo Bank Northwest,
N.A., as Warrant Agent.
10.3 Registration Rights Agreement, dated as of January 16, 2004,
among HEALTHSOUTH Corporation and the entities listed on the
signature pages thereto as Holders of Warrants and Transfer
Restricted Securities.