<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: August 23, 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 August 23, 1995, HEALTHSOUTH Corporation, a Delaware corporation
(the "Company"), entered into a Plan and Agreement of Merger with Sutter Surgery
Centers, Inc., a Delaware corporation ("SSCI"), pursuant to which a wholly-owned
subsidiary of the Company will be merged into SSCI, with SSCI to be the
surviving corporation. Under the terms of the Plan and Agreement of Merger, SSCI
stockholders will be entitled to receive shares of Company Common Stock for each
share of SSCI Common Stock held by them. The estimated value of the transaction,
which will be accounted for as a tax-free pooling of interests, is approximately
$38 million. As a result of the Merger, the Company will acquire 12 outpatient
surgery centers in 3 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 in
the fourth quarter of 1995, or as soon as practicable after the receipt of such
approvals.
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: September 7, 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 21
HEALTHSOUTH TO ACQUIRE SUTTER SURGERY CENTERS
BIRMINGHAM, Ala. ... HEALTHSOUTH Corporation (NYSE: HRC) and Sutter Surgery
Centers, Inc., based in Sacramento, Calif., announced today they have signed a
definitive agreement under which HEALTHSOUTH will acquire Sutter Surgery
Centers.
HEALTHSOUTH currently operates 43 outpatient surgery centers and is the
nation's largest provider of outpatient and rehabilitative healthcare services,
with more than 500 locations in 38 states. Sutter Surgery Centers is one of the
largest independent operators of outpatient surgery centers in the US, with 12
surgery centers located throughout California, Utah and Arizona.
Under the terms of the agreement, all shares of common stock of Sutter
Surgery Centers will be exchanged for shares of HEALTHSOUTH common stock
pursuant to an exchange ratio that will yield an approximate value of $38.0
million to the shareholders of Sutter Surgery Centers. The transaction will be a
tax-free event to the shareholders of each company, will be accounted for as a
pooling of interests, and is expected to be accretive to earnings.
Richard M. Scrushy, HEALTHSOUTH's Chairman of the Board and Chief
Executive Officer, said, "We are excited about the opportunity to increase our
presence in the outpatient surgery area. This transaction allows HEALTHSOUTH to
continue implementing our Integrated Service Model, which combines outpatient
surgical centers with both inpatient and outpatient rehabilitation facilities
and offers both patients and payors the benefits that only such an integrated
system can provide. We are confident that these facilities will be an important
component in our network going forward, and we look forward to working with
them."
This transaction marks HEALTHSOUTH's second surgery center company
acquisition, bringing the total number of such facilities open or under
development to more than 55. In June, HEALTHSOUTH completed the acquisition of
Surgical Health Corporation, an Atlanta-based operator of 36 outpatient surgery
centers located in 11 states. At the time of the acquisition, Surgical Health
Corporation was the nation's second largest independent operator of outpatient
surgery centers.
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For more information, contact Richard M. Scrushy, Chairman & CEO; Aaron
Beam, Jr., Executive Vice President & CFO; or Michael D. Martin, Senior Vice
President & Treasurer at 205 967 7116
