<PAGE>
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: October 26, 1995
HEALTHSOUTH Corporation
---------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-10315 63-0860407
------------------ --------- ------------
(State or Other (Commission (I.R.S. Employer
Jurisdiction of Incorporation File Number) Identification No.)
or Organization)
Two Perimeter Park South
Birmingham, Alabama 35243
---------------------------- -------------
(Address of Principal (Zip Code)
Executive Offices)
Registrant's Telephone Number, (205) 967-7116
Including Area Code:
<PAGE>
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective October 26, 1995, HEALTHSOUTH Corporation, a Delaware
corporation (the "Company"), and its wholly-owned subsidiary, SSCI Acquisition
Corporation, a Delaware corporation ("SAC"), completed the acquisition of Sutter
Surgery Centers, Inc., a Delaware corporation ("SSCI"), through a merger of SAC
into SSCI. As contemplated by the terms of the Plan and Agreement of Merger by
and among the parties, SSCI is the surviving corporation in the merger, and is
wholly-owned by the Company. Simultaneously with the completion of the merger,
the surviving corporation changed its name to HEALTHSOUTH Surgery Centers-West,
Inc. SSCI stockholders received .09026 shares of the Common Stock, par value
$.01 per share, of the Company for each share of the Common Stock, par value
$.01 per share, of SSCI held by them.
Prior to consummation of the acquisition, SSCI operated 12 outpatient
surgery centers in three states.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
The required audited consolidated financial statements of SSCI at
December 31, 1994, and the period then ended, were filed with the Company's
Registration Statement on Form S-4 filed September 28, 1995 (Reg. No. 33-63055)
and are hereby incorporated herein by reference. The required unaudited
consolidated financial statements of SSCI at September 30, 1995, and the period
then ended will be filed under cover of Form 8-K/A as soon as practicable, but
not later than 60 days after November 10, 1995.
(b) Pro Forma Financial Information.
It is impracticable to provide the required pro forma financial
information for the Company at September 30, 1995, and the period then ended.
Such required pro forma financial information will be filed under cover of Form
8-K/A as soon as practicable, but not later than 60 days after November 10,
1995.
- 2 -
<PAGE>
(c) Exhibits.
(2) Plan and Agreement of Merger, dated as of
August 23, 1995, by and among HEALTHSOUTH
Corporation, SSCI Acquisition Corporation
and Sutter Surgery Centers, Inc., filed as
Annex A to the Prospectus forming a part of
the Company's Registration Statement on Form
S-4 (Reg. No. 33-63055), as filed with the
Commission on September 28, 1995, is hereby
incorporated herein by reference.
The Registrant undertakes to furnish supplementally to the Commission
upon request a copy of any Exhibit to the Plan and Agreement of Merger,
incorporated by reference herein as Exhibit (2).
- 3 -
<PAGE>
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: November 13, 1995.
HEALTHSOUTH Corporation
By /s/ RICHARD M. SCRUSHY
-----------------------------------
Richard M. Scrushy,
Chairman of the Board
and Chief Executive Officer
- 4 -
