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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: February 21, 1995
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)
Two Perimeter Park South
Birmingham, Alabama 35243
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's Telephone Number, (205) 967-7116
Including Area Code:
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ITEM 5. OTHER EVENTS
On February 3, 1995, HEALTHSOUTH Corporation, a Delaware corporation
(the "Company"), entered into a Stock Purchase Agreement with NovaCare, Inc., a
Delaware corporation ("NovaCare"), pursuant to which the Company will purchase
the operations of NovaCare's rehabilitation hospital division. Under the terms
of the Stock Purchase Agreement, the Company will purchase all of the issued and
outstanding capital stock of Rehab Systems Company, a subsidiary of NovaCare,
for $215 million in cash and $20 million in assumed liabilities for a total
consideration of $235 million. This acquisition is to be funded by an increase
in the Company's existing bank credit facilities. As a result of this
transaction, the Company will acquire 11 rehabilitation hospitals in 7 states,
12 other rehabilitation facilities and two Certificates of Need. The
consummation of the transaction is subject to certain regulatory and
governmental reviews and approvals, including clearance under the
Hart-Scott-Rodino Antitrust Improvements Act. Subject to such approvals, the
transaction is expected to close early in the second quarter of 1995.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
21. Form of press release issued by HEALTHSOUTH
Corporation in connection with the above-described
transaction.
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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: February 21, 1995.
HEALTHSOUTH Corporation
By /s/ ANTHONY J. TANNER
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Anthony J. Tanner
Executive Vice President
and Secretary
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Exhibit 21
FOR IMMEDIATE RELEASE
February 6, 1995
HEALTHSOUTH TO PURCHASE NOVACARE'S
REHABILITATION HOSPITAL DIVISION
BIRMINGHAM, Ala ... HEALTHSOUTH Corporation (NYSE:HRC) and NovaCare, Inc.
(NYSE:NOV) announced today that they have signed a definitive agreement under
which HEALTHSOUTH will purchase the operations of NovaCare's entire
rehabilitation hospital division, which consists of 11 rehabilitation hospitals
in seven states, 12 other rehabilitation facilities and two Certificates of
Need. HEALTHSOUTH is the nation's largest provider of rehabilitative healthcare
services with more than 400 locations in 33 states, the District of Columbia and
Ontario, Canada. Upon completion of this acquisition, HEALTHSOUTH will have
nearly 450 locations, of which 67 will be free-standing rehabilitation hospitals
representing 4,996 rehabilitation beds.
"The addition of these eleven hospitals," said Richard M. Scrushy, HEALTHSOUTH's
Chairman of the Board, President and Chief Executive Officer, "enhances
HEALTHSOUTH's national network of rehabilitative healthcare facilities. This
complements our existing hospitals by adding inpatient operations in four
additional states. We believe that we will be able to positively impact these
hospitals' census and mix through our national contracts, as we are doing with
the hospitals we previously acquired from NME and ReLife. In addition, we expect
this transaction to be accretive to 1995 earnings per share."
This transaction will be considered a cash purchase and involves payment of $215
million in cash and $20 million in assumed liabilities for a total consideration
of $235 million. This acquisition is to be funded by an increase in
HEALTHSOUTH's existing bank credit facilities. The transaction is subject to
certain regulatory and governmental reviews, including clearance under the
Hart-Scott-Rodino Antitrust Improvements Act, and is expected to be completed
early in the second quarter of 1995.
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For more information call either Richard M. Scrushy, Chairman of
the Board, President & CEO, Aaron Beam, Jr., Executive Vice
President & CFO or Michael D. Martin, Senior Vice President
& Treasurer at 205 967-7116
