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): April 18, 2005
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)
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 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
(b) HEALTHSOUTH Corporation today announced that Joel C. Gordon has
resigned, effective May 10, 2005, from the HealthSouth Board of Directors,
where he currently serves as Chairman Emeritus.
A copy of the press release announcing the foregoing is attached
hereto as Exhibit 99 and incorporated herein by reference.
ITEM 9.01. Financial Statements 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 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: Executive Vice President,
General Counsel and Secretary
Dated: April 18, 2005
EXHIBIT INDEX
Exhibit Number Description
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99 Press release of HEALTHSOUTH Corporation
dated April 18, 2005.
Exhibit 99
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News From
[GRAPHIC OMITTED][GRAPHIC OMITTED]
HEALSOUTH
April 18, 2005
HEALTHSOUTH ANNOUNCES CHANGE TO BOARD OF DIRECTORS
Birmingham, Ala. - HealthSouth Corporation (OTC Pink Sheets: HLSH) today
announced that Joel C. Gordon has voluntarily resigned from its Board of
Directors and as Chairman Emeritus effective May 10, 2005.
"Joel Gordon has gone above and beyond the call of duty in his years of
service and dedication to HealthSouth," said Robert P. May, Chairman of
HealthSouth's Board of Directors. "After the very serious events of 2003, Joel
courageously stepped in as Interim Chairman of the Board and was invaluable in
turning the company around. His leadership, industry knowledge and
determination brought us through some very difficult times and into what we
believe will be a very successful future."
"On behalf of the current management team and HealthSouth's more than 41,000
employees, we would like to thank Joel for his dedication, service, and
leadership," HealthSouth President and CEO Jay Grinney added. "Personally, I
am grateful for the insight and personal wisdom Joel provided to me as I
assumed my role at HealthSouth. We will certainly miss him and wish him well
in all his future endeavors."
"I am pleased to have served as Interim Chairman and Board member as the
company met a number of challenges in the last several years and as the Board
selected Jay Grinney as the Company's CEO," said Gordon. "As a Board member, I
recognize that I have reached the retirement age mandated by the company's
Corporate Governance Guidelines. I have reflected on the accomplishments of
the current management team over the last year and personally have complete
confidence in their ability to lead HealthSouth through the challenges ahead
to better financial and operational health."
About HealthSouth
HealthSouth is one of the nation's largest providers of outpatient surgery,
diagnostic imaging and rehabilitative healthcare services, operating
facilities nationwide. 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 and 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 it's relationships with its
creditors, including it's 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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Media Contact
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Andy Brimmer, 205-410-2777