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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: January 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, (205) 967-7116
Including Area Code:
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Item 5. OTHER EVENTS
On January 22, 1995, HEALTHSOUTH Corporation, a Delaware corporation
(the "Company"), entered into a Plan and Agreement of Merger with Surgical
Health Corporation, a Delaware corporation ("SHC"), pursuant to which a
wholly-owned subsidiary of the Company will be merged into SHC, with SHC to be
the surviving corporation. Under the terms of the Plan and Agreement of Merger,
SHC stockholders will be entitled to receive a fraction of a share of Company
Common Stock for each share of SHC Capital Stock held by them. The estimated
value of the transction, which will be accounted for as a tax-free pooling of
interests, is approximately $155 million, based on the closing stock price for
the Company on Friday, January 20, 1995. As a result of the Merger, the Company
will acquire the SHC system of 36 outpatient surgery centers in 11 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 early in the second 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: January 31, 1995
HEALTHSOUTH Corporation
By /s/ ANTHONY J. TANNER
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Anthony J. Tanner
Executive Vice President - Administration
and Corporate Secretary
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FOR IMMEDIATE RELEASE
January 24, 1995
HEALTHSOUTH TO ACQUIRE SURGICAL
HEALTH CORPORATION
BIRMINGHAM, Ala. ... HEALTHSOUTH Corporation (NYSE:HRC) and Surgical Health
Corporation, an Atlanta-based operator of outpatient surgery centers, announced
today that they have signed a definitive agreement under which HEALTHSOUTH will
acquire Surgical Health Corporation. 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. Surgical Health
Corporation, the nation's second largest independent outpatient surgery company,
operates 36 outpatient surgery centers in 11 states.
"The complementary fit of these two companies," said Richard M.
Scrushy, HEALTHSOUTH's Chairman of the Board, President and Chief Executive
Officer, "makes this transaction a natural. We are in many common markets and
often serve the same patients, albeit at different times. Adding the outpatient
surgical component to our network of rehabilitative healthcare facilities will
make us more competitive in the total healthcare marketplace. In addition, we
expect this transaction to be accretive to 1995 earnings per share."
Rock A. Morphis, Chairman of the Board, President and Chief Executive
Officer of Surgical Health Corporation, said, "We feel that this transaction
will both benefit the stockholders of Surgical Health and enhance Surgical
Health's position as a leading provider of outpatient surgery services.
HEALTHSOUTH's national reputation for high-quality, cost-effective care and its
relationships with payors and physicians across the country will enable Surgical
Health to build on the solid foundation that it has developed.
Under the terms of the agreement, all shares of common and preferred
stock of Surgical Health will be exchanged for shares of HEALTHSOUTH common
stock pursuant to an exchange ratio that will yield an aggregate value of
approximately $155,000,000 to Surgical Health stockholders. The transaction,
which will be a tax-free reorganization and will be accounted for as a pooling
of interests, is subject to certain regulatory and governmental reviews,
including clearance under the Hart-Scott-Rodino Antitrust Improvements Act, and
to approval by the stockholders of both companies. Smith Barney Inc. is acting
as HEALTHSOUTH's financial advisor in this transaction and Alex Brown & Sons
Incorporated is advising Surgical Health. The transaction is expected to be
completed early in the second quarter of 1995.
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For more information, contact
at HEALTHSOUTH: Richard M. Scrushy, Chairman of the
Board, President & CEO or Aaron Beam,
Jr., Executive Vice President & CFO at
(205) 967-7116
at Surgical Health: Rock A. Morphis, Chairman of the Board,
President & CEO at (404) 673-1954
Notice of Conference Call For
HEALTHSOUTH Corporation (NYSE:HRC)
You are invited to participate in a conference call with the management of
HEALTHSOUTH Corporation to discuss the proposed acquisition which is described
in the attached release.
The conference call will take place:
3:00 PM (Eastern Time)
Tuesday, January 24, 1995
Please call (212) 376-2011 approximately 10 minutes before the scheduled time
and ask for the HEALTHSOUTH conference call.
