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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: March 14, 1996
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 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective March 14, 1996, HEALTHSOUTH Corporation, a Delaware
corporation (the "Company"), through its wholly-owned subsidiary, Aladdin
Acquisition Corporation, a Delaware corporation (the "Subsidiary"), completed
the acquisition of Advantage Health Corporation, a Delaware corporation
("Advantage"), through a merger of the Subsidiary into Advantage. As
contemplated by the terms of the Agreement and Plan of Merger by and among the
parties, Advantage is the surviving corporation in the merger, and is wholly
owned by the Company. Advantage stockholders received 1.376 shares of the Common
Stock, par value $.01 per share, of the Company for each share of the Common
Stock, par value $.01 per share, of Advantage held by them. The exchange ratio
represents a value of $48.19 per share to Advantage's stockholders, resulting in
an approximate value of the transaction of $318,583,000.
Prior to consummation of the acquisition, Advantage operated a network
of approximately 150 sites in New England providing post- acute care services.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
The required audited consolidated financial statements of Advantage at
August 31, 1995 and 1994, and the periods then ended, were filed with
Advantage's Annual Report on Form 10-K for the fiscal year ended August 31,1995,
and are hereby incorporated herein by reference. The required unaudited
consolidated financial statements of Advantage at November 30, 1995, and the
period then ended, were filed with Advantage's Quarterly Report on Form 10-Q for
the quarter ended November 30, 1995, and are hereby incorporated herein by
reference.
(b) Pro Forma Financial Information.
The required Pro Forma Consolidated Financial Statements of the Company
for the fiscal year ended December 31, 1994, and at September 30, 1995, and the
period then ended, were filed with the Company's Current Report on Form 8-K
dated December 16, 1995, as amended, and are hereby incorporated herein by
reference.
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(c) Exhibits.
(2) Agreement and Plan of Merger, dated as of
December 16, 1995, by and among HEALTHSOUTH
Corporation, Aladdin Acquisition Corporation
and Advantage Health Corporation, filed as
Annex A to the Prospectus forming a part of
the Company's Registration Statement on Form
S-4 (Reg. No. 333-825), as filed with the
Commission on February 9, 1996, is hereby
incorporated herein by reference.
(99)-1 Audited consolidated financial statements of
Advantage at August 31, 1995 and 1994, and
the periods then ended, as filed with
Advantage's Annual Report on Form 10-K for
the fiscal year ended August 31, 1995, are
hereby incorporated herein by reference.
(99)-2 Pro Forma Consolidated Financial Statements
of the Company for the fiscal year ended
December 31, 1994, and at September 30,
1995, and the period then ended, as filed
with the Company's Current Report on Form
8-K dated December 16, 1995, are hereby
incorporated herein by reference.
The Registrant undertakes to furnish supplementally to the Commission
upon request a copy of any Exhibit to the Amended and Restated Plan and
Agreement of Merger, incorporated by reference
herein as Exhibit (2).
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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: March 29, 1996
HEALTHSOUTH Corporation
By /s/ ANTHONY J. TANNER
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Anthony J. Tanner
Executive Vice President
and Secretary
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