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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: October 15, 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 October 15, 1995, HEALTHSOUTH Corporation, a Delaware corporation (the
"Company"), entered into a Stock Purchase Agreement with Caremark International
Inc., a Delaware corporation, pursuant to which HEALTHSOUTH will purchase all of
the issued and outstanding shares of the capital stock of CareMark Orthopedic
Services, Inc., a Delaware corporation, for a cash purchase price of
$127,500,000. As a result of the acquisition, which will be accounted for as an
asset purchase, the Company will acquire more than 120 outpatient rehabilitation
centers in 13 states. The consummation of the transaction is subject to the
expiration or termination of the waiting period required under the
Hart-Scott-Rodino Antitrust Improvements Act, and to certain other regulatory
approvals. Subject to such approvals, the transaction is expected to close by
the end of 1995, or as soon as practicable after the receipt of such approvals.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99. 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: October 30, 1995
HEALTHSOUTH Corporation
By /s/ ANTHONY J. TANNER
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Anthony J. Tanner
Executive Vice President - Administration
and Secretary
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Exhibit 99
FOR IMMEDIATE RELEASE
October 16, 1995
HEALTHSOUTH TO ACQUIRE CAREMARK REHABILITATION
SERVICES OPERATIONS
BIRMINGHAM, Ala ... HEALTHSOUTH Corporation (NYSE: HRC) and Caremark
International Inc. (NYSE: CK) announced today that they have signed a definitive
agreement under which HEALTHSOUTH will purchase the operations of Caremark
Orthopedic Services Inc., which consists of more than 120 outpatient
rehabilitation centers in 13 states. HEALTHSOUTH is the nation's largest
provider of outpatient and rehabilitative healthcare services with nearly 600
locations in 39 states, the District of Columbia and Ontario, Canada. Upon
completion of this acquisition, HEALTHSOUTH will have over 700 locations,
including those associated with pending acquisitions of Sutter Surgery Centers,
Inc. and Surgical Care Affiliates, Inc.
"With this acquisition" said Richard M. Scrushy, HEALTHSOUTH's Chairman of the
Board and Chief Executive Officer, "HEALTHSOUTH further expands its extensive
network of outpatient rehabilitation centers, especially in the Midwest and
Pacific markets. This acquisition will increase our outpatient rehabilitation
center network to more than 500 locations and is important in that it expands
geographic presence in certain markets that will strengthen our ability to sell
our national network to insurers, managed care and large self-insured
employers."
This transaction will be considered an asset purchase and involves payment of
$127.5 million in cash. The acquisition is expected to be accretive to 1996
earnings and is to be funded by 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 by year end.
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For more information, call Richard M. Scrushy, Chairman & CEO; Aaron Beam, Jr.,
Executive Vice President & CFO; or Michael D. Martin, Senior Vice President &
Treasurer at 1 205 967 7116
