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 3, 1997
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)
One HealthSouth Parkway
Birmingham, Alabama 35243
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's Telephone Number, (205) 967-7116
Including Area Code:
Two Perimeter Park South
Birmingham, Alabama
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(Former Address of the
Registrant)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective March 3, 1997, HEALTHSOUTH Corporation, a Delaware
corporation (the "Company"), through its wholly-owned subsidiary, Hammer
Acquisition Corporation, a Delaware corporation (the "Subsidiary"), completed
the acquisition of Health Images, Inc., a Delaware corporation ("Health
Images"), through a merger of the Subsidiary into Health Images. As contemplated
by the terms of the Plan and Agreement of Merger by and among the parties,
Health Images is the surviving corporation in the merger, and is wholly owned by
the Company. Health Images stockholders received .446 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 Health Images held by them. Based on the
price of HEALTHSOUTH Common Stock on the last business day preceding the
effective date of the merger and the number of outstanding Health Images shares,
the exchange ratio represents a value of $18 per share to Health Images's
stockholders, resulting in an approximate value of the transaction of
$210,000,000.
Prior to consummation of the acquisition, Health Images operated a
network of 49 diagnostic imaging centers in the United States and six centers in
England.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
The required audited consolidated financial statements of Health
Images at December 31, 1995 and the periods then ended were filed with Health
Images' Annual Report on Form 10-K for the fiscal year ended December 31, 1995,
and are hereby incorporated herein by reference. The required unaudited
consolidated financial statements of Health Images at September 30, 1996, and
the period then ended, were filed with Health Images' Quarterly Report on Form
10-Q for the quarter ended September 30, 1996, and are hereby incorporated
herein by reference.
(b) Pro Forma Financial Information
The required pro forma consolidated financial information is as set
forth under the description "SELECTED PRO FORMA FINANCIAL INFORMATION" beginning
on p. 38 of the Company's Registration Statement on Form S-4 (Reg. No.
333-19439) dated January 29, 1997, and is hereby incorporated by reference.
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(c) Exhibits.
(2) Plan and Agreement of Merger, dated as of December 2, 1996,
by and among HEALTHSOUTH Corporation, Hammer Acquisition
Corporation and Health Images Inc., filed as Annex A to the
Prospectus forming a part of the Company's Registration
Statement on Form S-4 (Reg. No. 333-19439), as filed with
the Commission on January 29, 1997, is hereby incorporated
herein by reference.
THE REGISTRANT UNDERTAKES TO FURNISH SUPPLEMENTALLY TO THE COMMISSION
UPON REQUEST A COPY OF ANY EXHIBIT TO THE 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 13, 1997
HEALTHSOUTH Corporation
By /s/ William W. Horton
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William W. Horton
Senior Vice President
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