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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A
Amendment No. 1
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: May 22, 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,
Including Area Code: (205) 967-7116
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Item 5. OTHER EVENTS
On May 22, 1995, ASC Atlanta Acquisition Company, Inc. ("ASC"), a
Delaware corporation which is a wholly-owned subsidiary of HEALTHSOUTH
Corporation, a Delaware corporation (the "Company"), commenced a tender offer
(the "Tender Offer") to purchase all of the outstanding 11 1/2% Senior
Subordinated Notes due 2004 (the "Notes") of Surgical Health Corporation, a
Delaware corporation ("SHC") at a cash price of $1,150 per $1,000 principal
amount, plus accrued and unpaid interest up to, but not including, the purchase
date. The total principal amount of the Notes is $75,000,000. The Tender Offer
will expire at 5:00 p.m. EDT on June 20, 1995 (the "Expiration Date") unless
extended by ASC and the Company.
ASC is also soliciting consents (the "Consent Solicitation") to the
adoption of the proposed amendments to the indenture pursuant to which the Notes
were originally issued (the "Indenture"). Holders of Notes who tender their
Notes in the Tender Offer will be deemed to have consented to the proposed
amendments. There will be no separate payments for the consents. The price paid
by ASC for the Notes shall be deemed to include payment for the consents.
HEALTHSOUTH, ASC and SHC entered into a Plan and Agreement of Merger
dated January 22, 1995, pursuant to which a merger (the "Merger") will be
effected between ASC and SHC, with SHC being the surviving corporation following
the Merger. SHC will be a wholly-owned subsidiary of HEALTHSOUTH. The Merger is
not conditioned on the successful completion of the Tender Offer or the Consent
Solicitation.
The consummation of both the Tender Offer and the Consent Solicitation
are conditioned upon, among other things, the consummation of the Merger, there
having been validly tendered (and not withdrawn) prior to the Expiration Date
not less than a majority in aggregate principal amount of the Notes outstanding,
and the execution of a supplemental indenture to the Indenture providing for the
proposed amendments following the consummation of the Merger and receipt of the
written consent of a majority in aggregate principal amount of the Notes
outstanding (the "Requisite Consent"). The proposed amendments would permit SHC
(as successor to ASC following the Merger) to, among other things, increase the
amount of indebtedness that it may incur and permit SHC to pay dividends.
Tenders of Notes and Consents may be withdrawn at any time until the
Requisite Consents have been received and the supplemental indenture has been
executed by SHC and the trustee under the Indenture.
The pro forma effects of the Tender Offer on the Company's financial
statements at December 31, 1994, are as reflected in Item 7 of the Company's
Current Report on Form 8- K/A, Amendment No. 5, filed June 2, 1995 (relating to
the acquisition of certain rehabilitation facilities from NovaCare, Inc.).
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro Forma Financial Information.
Pro forma financial information for the Company at December
31, 1994, and for the years ended December 31, 1994, 1993 and 1992, was filed
under Item 7(a) of Amendment No 5 to the Company's Current Report on Form 8-K/A
filed June 2, 1995 (relating to the acquisition of certain rehabilitation
facilities from NovaCare, Inc.), and is incorporated herein by reference.
(c) Exhibits
21. Form of press release issued by the Company in
connection with 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: June 5, 1995
HEALTHSOUTH Corporation
By /s/ Anthony J. Tanner
_________________________________________
Anthony J. Tanner
Executive Vice President - Administration
and Corporate Secretary
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FOR IMMEDIATE RELEASE
May 22, 1995
HEALTHSOUTH WHOLLY-OWNED SUB MAKES TENDER
OFFER FOR ALL OUTSTANDING SURGICAL HEALTH
SUBORDINATED NOTES
BIRMINGHAM, Ala. . . . HEALTHSOUTH Corporation (NYSE:HRC) announced today that
its wholly-owned subsidiary, ASC Atlanta Acquisition Company, Inc. (ASC), has
commenced a tender offer (the "Tender Offer") to purchase all of the outstanding
11-1/2% Senior Subordinated Notes due 2004 (the "Notes") of Surgical Health
Corporation (SHC) at a cash price of $1,150 per $1,000 principal amount, plus
accrued and unpaid interest up to, but not including, the purchase date. The
Tender Offer will expire at 5:00 p.m. EDT on June 20, 1995, unless extended (the
"Expiration Date").
ASC is also soliciting consents (the "Consent Solicitation") to the adoption of
the proposed amendments to the indenture pursuant to which the Notes were
originally issued (the "Indenture"). Holders of Notes who tender their Notes in
the Tender Offer will be deemed to have consented to the proposed amendments.
There will be no separate payment for the consents. The price paid by ASC for
the Notes shall be deemed to include payment for the consents.
HEALTHSOUTH had previously announced plans to acquire SHC by means of a merger
of ASC with and into SHC, with SHC being the surviving corporation (the
"Merger"). Following the Merger, SHC will continue as a wholly-owned subsidiary
of HEALTHSOUTH. The Tender Offer and the Consent Solicitation are not conditions
of the Merger.
The consummations of both the Tender Offer and the Consent Solicitation are
conditioned upon, among other things, the consummation of the Merger, there
having been validly tendered (and not withdrawn) prior to the Expiration Date
not less than a majority in aggregate principal amount of the Notes outstanding,
and the execution of a supplemental indenture to the Indenture providing for the
proposed amendments following the consummation of the Merger and receipt of the
written consent of a majority in aggregate principal amount of the Notes
outstanding (the "Requisite Consents"). The proposed amendments would permit SHC
(as successor to ASC following the Merger) to, among other things, increase the
amount of indebtedness that it may incur and permit SHC to pay dividends.
Tenders of Notes and Consents may be withdrawn at any time until the Requisite
Consents have been received and the supplemental indenture has been executed by
SHC and the Trustee under the Indenture.
Smith Barney Inc and NationsBanc Capital Markets, Inc are serving as Dealer
Managers. Requests for assistance or documents should be directed to the
Information Agent, Georgeson & Company, Inc. CONTACT: Allan Miller of Georgeson
& Company Inc at (212) 440-9800 (collect) for Banks and Brokers, and all others
call toll-free: (800) 223-2064.
