HEALTHSOUTH CORP
10-K/A, 1997-03-28
SPECIALTY OUTPATIENT FACILITIES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                   FORM 10-K/A
                                AMENDMENT NO. 1
   
(Mark One)
|X|      Annual  Report  pursuant  to  Section  13 or  15(d)  of the  Securities
         Exchange Act of 1934  for the fiscal year ended December 31, 1996; or

| |      Transition  Report  pursuant  to Section 13 or 15(d) of the  Securities
         Exchange Act of 1934 for the  transition  period from ______ to ______

Commission File Number  1-10315
                        -------

                             HEALTHSOUTH Corporation
             (Exact Name of Registrant as Specified in its Charter)

                 Delaware                              63-0860407
                 --------                              ----------
       (State or Other Jurisdiction       (I.R.S. Employer Identification No.)
     of Incorporation or Organization)

         One HealthSouth Parkway 
            Birmingham, Alabama                                  35243
            -------------------                                  -----
      (Address of Principal Executive                          (Zip Code)
                 Offices)

Registrant's Telephone Number, Including Area Code:          (205) 967-7116
                                                             --------------
    
Securities Registered Pursuant to Section 12(b) of the Act:
                                                 Name of Each Exchange
            Title of Each Class                   on which Registered
            -------------------                   -------------------
          Common Stock, par value               New York Stock Exchange
              $.01 per share
         9.5% Senior Subordinated               New York Stock Exchange
              Notes due 2001
        5% Convertible Subordinated             New York Stock Exchange
            Debentures due 2001

Securities Registered Pursuant to Section 12(g) of the Act:    NONE

         Indicate by check mark whether the Registrant (1) has filed all Reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such Reports),  and (2) has been subject to such
filing requirements for the past 90 days.
                  Yes |X|                        No | ]

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained herein and will not be contained, to
the  best  of  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. | |

         State  the  aggregate   market  value  of  the  voting  stock  held  by
non-affiliates of the Registrant as of March 18, 1997:

           Common Stock, par value $.01 per share -- $6,940,206,270

         Indicate the number of shares  outstanding of each of the  Registrant's
classes of common stock, as of the latest practicable date.

           Class                              Outstanding at March 18, 1997
           -----                              -----------------------------
  Common Stock, par value
     $.01 per share                               328,838,538 shares

                       DOCUMENTS INCORPORATED BY REFERENCE
No documents are incorporated by reference into this Annual Report on Form 10-K.
- --------------------------------------------------------------------------------

  
                                     - 1 -

<PAGE>

         





         HEALTHSOUTH  Corporation  ("HEALTHSOUTH"  or the "Company")  files this

Amendment  No. 1 to its Annual  Report on Form 10-K for the year ended  December

31, 1996 to file the Financial  Data Schedule  which was  inadvertently  omitted

from the original filing.










                                     - 2 -

<PAGE>


                                  SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934,  the  Registrant has duly caused this Amendment No.1 to be
signed on its behalf by the undersigned, thereunto duly authorized.

                           HEALTHSOUTH Corporation


                           By              /s/RICHARD M. SCRUSHY
                               ---------------------------------------------
                                              Richard M. Scrushy,
                                            Chairman of the Board
                                           and Chief Executive Officer

                           Date:   March 28, 1997

                                    














                                      - 3 -



<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>                         0000785161
<NAME>                        HEALTHSOUTH Corporation
<MULTIPLIER>                                   1000
       
<S>                                       <C>
<PERIOD-TYPE>                                  12-MOS
<FISCAL-YEAR-END>                         DEC-31-1996
<PERIOD-END>                              DEC-31-1996
<CASH>                                      $ 148,028
<SECURITIES>                                    3,760
<RECEIVABLES>                                 818,348
<ALLOWANCES>                                 (307,781)
<INVENTORY>                                    47,107
<CURRENT-ASSETS>                              847,511
<PP&E>                                      1,781,790
<DEPRECIATION>                               (390,917)
<TOTAL-ASSETS>                              3,371,952
<CURRENT-LIABILITIES>                         303,536
<BONDS>                                     1,486,029
<COMMON>                                        3,190
                               0
                                         0
<OTHER-SE>                                  1,512,734
<TOTAL-LIABILITY-AND-EQUITY>                3,371,952
<SALES>                                             0
<TOTAL-REVENUES>                            2,436,537
<CGS>                                               0
<TOTAL-COSTS>                               1,652,618
<OTHER-EXPENSES>                              188,966
<LOSS-PROVISION>                               54,112
<INTEREST-EXPENSE>                             94,553
<INCOME-PRETAX>                               410,493
<INCOME-TAX>                                  140,238
<INCOME-CONTINUING>                           220,818
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                  220,818
<EPS-PRIMARY>                                    0.68
<EPS-DILUTED>                                    0.66
        


</TABLE>


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