AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 25, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------
HEALTHSOUTH CORPORATION
(Exact Name of Registrant as Specified in its Charter)
----------
<TABLE>
<CAPTION>
<S> <C> <C>
DELAWARE 8062 63-0860407
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
Incorporation or Organization) Classification Code Number) Number)
--------------------
</TABLE>
ONE HEALTHSOUTH PARKWAY, BIRMINGHAM, ALABAMA 35243
(205) 967-7116
(Address, including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
RICHARD M. SCRUSHY
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
HEALTHSOUTH CORPORATION
ONE HEALTHSOUTH PARKWAY
BIRMINGHAM, ALABAMA 35243
(205) 967-7116
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
COPIES TO:
<TABLE>
<CAPTION>
<S> <C>
MARK E. EZELL, ESQ WILLIAM W. HORTON, ESQ.
Haskell Slaughter & Young, L.L.C. Senior Vice President and Corporate Counsel
1200 AmSouth/Harbert Plaza HEALTHSOUTH Corporation
1901 Sixth Avenue North One HealthSouth Parkway
Birmingham, Alabama 35203 Birmingham, Alabama 35243
(205) 251-1000 (205) 967-7116
----------
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================================================================
<S> <C> <C> <C> <C>
TITLE OF EACH PROPOSED MAXIMUM PROPOSED MAXIMUM
CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER UNIT (1) PRICE (1) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share ... 223,000 shares $ 18.25 $ 4,069,750 $ 1,233.26
=============================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee, in
accordance with Rule 457(c). The average of the high and low prices reported
by the New York Stock Exchange for the Common Stock of HEALTHSOUTH
Corporation on April 22, 1997, was $ 18.25.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further Amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
SUBJECT TO COMPLETION, DATED APRIL 25, 1997
PROSPECTUS
OF
HEALTHSOUTH CORPORATION
THIS PROSPECTUS RELATES TO 223,000 SHARES (THE "SHARES") OF THE COMMON STOCK,
PAR VALUE $.01 PER SHARE (THE "HEALTHSOUTH COMMON STOCK"), OF HEALTHSOUTH
CORPORATION (TOGETHER WITH ITS SUBSIDIARIES, "HEALTHSOUTH" OR THE "COMPANY")
BEING OFFERED BY THE SELLING STOCKHOLDER IDENTIFIED HEREIN (THE "SELLING
STOCKHOLDER"). THE SELLING STOCKHOLDER ACQUIRED THE SHARES OF HEALTHSOUTH COMMON
STOCK IN CONNECTION WITH THE ACQUISITION BY HEALTHSOUTH OF HEALTH IMAGES, INC. A
DELAWARE CORPORATION ("HEALTH IMAGES"), ON MARCH 3, 1997. SEE "SELLING
STOCKHOLDER".
----------
All proceeds from any sales of the Shares by the Selling Stockholder will
inure to the benefit of the Selling Stockholder. The Company will receive none
of the proceeds from the sale of Shares which may be offered hereby. All
expenses of registration incurred in connection herewith, including fees and
expenses of counsel to the Selling Stockholder, are being borne by the Company,
and all selling and other expenses incurred by the Selling Stockholder will be
borne by the Selling Stockholder.
The Selling Stockholder has not advised the Company of any specific plans for
the distribution of the Shares covered by this Prospectus, but it is anticipated
that the Shares will be sold from time to time primarily in transactions (which
may include block transactions) on the New York Stock Exchange at the market
price then prevailing, although sales may also be made in negotiated
transactions or otherwise. The Selling Stockholder and the brokers and dealers
through whom sale of the Shares may be made may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended, and their
commissions or discounts and other compensation may be regarded as underwriters'
compensation. See "Plan of Distribution".
THE SECURITIES TO BE ISSUED HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION (THE "SEC") OR BY ANY STATE
SECURITIES COMMISSION NOR HAS THE SEC OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
----------
THE DATE OF THIS PROSPECTUS IS , 1997.
[Information contained herein is subject to completion or amendment. A
Registration Statement relating to these securities has been filed with the
Securities and Exchange Commisssion. These securities may not be sold nor may
offers to buy be accepted prior to the time the Registration Statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.]
<PAGE>
AVAILABLE INFORMATION
HEALTHSOUTH has filed a Registration Statement on Form S-3 under the
Securities Act of 1933, as amended (the "Securities Act"), with the SEC covering
the Shares (including exhibits and amendments thereto, the "Registration
Statement"). As permitted by the rules and regulations of the SEC, this
Prospectus omits certain information contained in the Registration Statement.
For further information pertaining to the securities offered hereby, reference
is made to the Registration Statement.
HEALTHSOUTH is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files periodic reports, proxy statements and other information with
the SEC relating to its business, financial statements and other matters. The
Registration Statement, as well as such reports, proxy statements and other
information, may be inspected at the public reference facilities maintained by
the SEC at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C.
20549 and should be available for inspection and copying at the regional offices
of the SEC located at Seven World Trade Center, Suite 1300, New York, New York
10048; 5670 Wilshire Boulevard, 11th Floor, Los Angeles, California 90036-3648;
and Citicorp Center, 500 West Madison Street, Room 1400, Chicago, Illinois
60661-2511. Copies of such material can be obtained at prescribed rates by
writing to the SEC, Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549. The SEC also maintains a web site that contains reports,
proxy and information statements and other information regarding HEALTHSOUTH and
the Registration Statement. The address of that web site is http://www.sec.gov.
The HEALTHSOUTH Common Stock is listed on the New York Stock Exchange, and the
Registration Statement, reports, proxy statements and certain other information
filed by HEALTHSOUTH should be available for inspection at the library of the
New York Stock Exchange, Inc., 20 Broad Street, 7th Floor, New York, New York
10005.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. COPIES OF SUCH REPORTS, PROXY STATEMENTS AND OTHER
INFORMATION FILED BY HEALTHSOUTH, OTHER THAN EXHIBITS TO SUCH DOCUMENTS UNLESS
SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED HEREIN BY REFERENCE, ARE AVAILABLE
WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST, FROM THE SECRETARY OF HEALTHSOUTH
CORPORATION, ONE HEALTHSOUTH PARKWAY, BIRMINGHAM, ALABAMA 35243, TELEPHONE (205)
967-7116.
There are hereby incorporated by reference in this Prospectus, and
specifically made a part hereof, the following documents heretofore filed by
HEALTHSOUTH with the SEC, pursuant to the Exchange Act:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
2. The Company's Current Report on Form 8-K filed February 19, 1997
(relating to the acquisition of Horizon/CMS Healthcare Corporation).
3. The Company's Current Report on Form 8-K filed March 13, 1997 (reporting
the consummation of the acquisition of Health Images, Inc.).
4. The description of the Company's capital stock contained in the
Company's Registration Statement on Form 8-A filed August 26, 1989.
2
<PAGE>
All documents filed by HEALTHSOUTH pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of any offering hereunder shall be deemed to be incorporated by
reference into this Prospectus and to be made a part hereof from the date of the
filing of such documents. Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for the purpose
hereof to the extent that a statement contained herein (or in any other
subsequently filed document which also is incorporated by reference herein)
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed to constitute a part hereof, except as so modified or
superseded.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION
NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY DISTRIBUTION OF THE SECURITIES TO WHICH THIS
PROSPECTUS RELATES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE INFORMATION CONCERNING HEALTHSOUTH CONTAINED IN
THIS PROSPECTUS SINCE THE DATE OF SUCH INFORMATION.
The principal executive offices of HEALTHSOUTH are located at One HealthSouth
Parkway, Birmingham, Alabama 35243 and its telephone number is (205) 967-7116.
3
<PAGE>
RISK FACTORS
In addition to the other information in this Prospectus, the following should
be considered carefully by potential purchasers of the Shares.
Regulation. As a result of the continued escalation of healthcare costs and
the inability of many individuals to obtain health insurance, numerous proposals
have been or may be introduced in the United States Congress and state
legislatures relating to healthcare reform. There can be no assurance as to the
ultimate content, timing or effect of any healthcare reform legislation, nor is
it possible at this time to estimate the impact of potential legislation, which
may be material, on HEALTHSOUTH. HEALTHSOUTH is also subject to various other
types of regulation at the federal and state levels, including, but not limited
to, licensure and certification laws, Certificate of Need laws and laws relating
to financial relationships among providers of healthcare services, Medicare
fraud and abuse and physician self-referral.
THE COMPANY
HEALTHSOUTH Corporation ("HEALTHSOUTH" or the "Company") is the nation's
largest provider of outpatient and rehabilitative healthcare services. The
Company provides these services through its national network of outpatient and
inpatient rehabilitation facilities, outpatient surgery centers, diagnostic
centers, occupational medicine centers, medical centers and other healthcare
facilities. The Company believes that it provides patients, physicians and
payors with high-quality healthcare services at significantly lower costs than
traditional inpatient hospitals. Additionally, the Company's national network,
reputation for quality and focus on outcomes has enabled it to secure contracts
with national and regional managed care payors. At December 31, 1996, the
Company had over 1,000 patient care locations in 50 states.
In its outpatient and inpatient rehabilitation facilities, the Company
provides interdisciplinary programs for the rehabilitation of patients
experiencing disability due to a wide variety of physical conditions, such as
stroke, head injury, orthopaedic problems, neuromuscular disease and
sports-related injuries. The Company's rehabilitation services include physical
therapy, sports medicine, work hardening, neurorehabilitation, occupational
therapy, respiratory therapy, speech language pathology and rehabilitation
nursing. Independent studies have shown that rehabilitation services like those
provided by the Company can save money for payors and employers.
In addition to its rehabilitation facilities, the Company operates one of the
largest networks of free-standing outpatient surgery centers in the United
States. The Company's outpatient surgery centers provide the facilities and
medical support staff necessary for physicians to perform non-emergency surgical
procedures. While outpatient surgery is widely recognized as generally less
expensive than surgery performed in a hospital, the Company believes that
outpatient surgery performed at a free-standing outpatient surgery center is
generally less expensive than hospital-based outpatient surgery. Approximately
80% of the Company's surgery center facilities are located in markets served by
its rehabilitative service facilities, enabling the Company to pursue
opportunities for cross-referrals.
Over the last two years, the Company has completed several significant
acquisitions in the rehabilitation business and has expanded into the surgery
center, diagnostic and occupational medicine businesses. The Company believes
that these acquisitions complement its historical operations and enhance its
market position. The Company further believes that its expansion into the
outpatient surgery, diagnostic and occupational medicine businesses provides it
with platforms for future growth. The Company is continually evaluating
potential acquisitions in the outpatient and rehabilitative healthcare services
industry.
USE OF PROCEEDS
All proceeds from any sales of the Shares by the Selling Stockholder will
inure to the benefit of the Selling Stockholder. The Company will receive none
of the proceeds from the sale of Shares offered hereby.
4
<PAGE>
SELLING STOCKHOLDER
The Shares of HEALTHSOUTH Common Stock were acquired by Robert D. Carl, III,
the Selling Stockholder, pursuant to the exercise of a warrant issued by Health
Images, Inc. ("Health Images"), which was assumed by HEALTHSOUTH in a merger
transaction (the "Merger") on March 3, 1997, in which a wholly owned subsidiary
of HEALTHSOUTH was merged with and into Health Images. The Selling Stockholder
was previously the Chairman, President and Chief Executive Officer of Health
Images. The Selling Stockholder is acting as principal for his own account and
has registered for resale the entire amount of HEALTHSOUTH Common Stock obtained
by him through the exercise of such warrant, although he retains discretion to
sell less than such entire amount.
The Selling Stockholder is not an executive officer or director of the
HEALTHSOUTH. The total number of Shares available for sale hereunder is less
than .001% of the total outstanding Common Stock of the Company at April 23,
1997.
PLAN OF DISTRIBUTION
The Shares of HEALTHSOUTH Common Stock may be offered and sold by or for the
account of the Selling Stockholder from time to time as market conditions permit
on The New York Stock Exchange, or otherwise, at prices and on terms then
prevailing or in negotiated transactions. Some or all of the Shares may be sold
by one or more of the following methods, without limitation: (a) a block trade
in which a broker or dealer so engaged will attempt to sell the shares as agent,
but may position and resell a portion of the block as principal to facilitate
the transaction; (b) purchases by a broker or dealer (including a market maker)
as principal and resale by such broker or dealer for its account pursuant to
this Prospectus; (c) ordinary brokerage transactions and transactions in which
the broker solicits purchasers; and (d) face-to-face transactions between
sellers and purchasers without a broker-dealer. In effecting sales, brokers or
dealers engaged by the Selling Stockholder may arrange for other brokers or
dealers to participate. Such brokers or dealers may receive commissions or
discounts from the Selling Stockholder in amounts to be negotiated. Such brokers
and dealers and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act, in connection with such
sales.
Upon the Selling Stockholder's notifying the Company that any material
arrangement has been entered into with a broker-dealer for the sale of Shares
through a cross or block trade, a supplemental prospectus will be filed under
Rule 424(c) under the Securities Act, setting forth the name of the
participating broker-dealer(s), the number of Shares involved, the price at
which such Shares were sold by the Selling Stockholder, the commissions paid or
discounts or concessions allowed by the Selling Stockholder to such
broker-dealer(s), and where applicable, that such broker-dealer(s) did not
conduct any investigation to verify the information set out in the Prospectus.
EXPERTS
The consolidated financial statements and schedule of HEALTHSOUTH at December
31, 1996 and 1995, and for each of the three years in the period ended December
31, 1996, appearing in HEALTHSOUTH's Annual Report (Form 10-K) for the year
ended December 31, 1996, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon incorporated herein by reference.
Such consolidated financial statements and schedule are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
LEGAL MATTERS
The validity of the shares of HEALTHSOUTH Common Stock issued to the Selling
Stockholder has been passed upon by Haskell Slaughter & Young, L.L.C.
5
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses to be incurred in
connection with the distribution of the securities registered hereby. All such
expenses shall be borne by the Company.
Registration fee under the Securities Act of 1933 ... $ 1,233.26
New York Stock Exchange listing fee .................. 780.00
Printing expenses .................................... 10,000.00
Legal fees and expenses .............................. 5,000.00
Accounting services .................................. 5,000.00
Miscellaneous ........................................ 500.00
----------
Total ........................................... $ 22,513.26
==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the Delaware General Corporation Law ("DGCL") grants
corporations the right to limit or eliminate the personal liability of their
directors in certain circumstances in accordance with provisions therein set
forth. Article Nine of the HEALTHSOUTH Restated Certificate of Incorporation
filed in the Office of the Secretary of the State of Delaware on March 13, 1997
(the "HEALTHSOUTH Certificate"), contains a provision eliminating or limiting
director liability to HEALTHSOUTH and its stockholders for monetary damages
arising from acts or omissions in the director's capacity as a director. The
provision does not, however, eliminate or limit the personal liability of a
director (i) for any breach of such director's duty of loyalty to HEALTHSOUTH or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under the Delaware
statutory provision making directors personally liable, under a negligence
standard, for unlawful dividends or unlawful stock purchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit. This provision offers persons who serve on the Board of Directors of
HEALTHSOUTH protection against awards of monetary damages resulting from
breaches of their duty of care (except as indicated above). As a result of this
provision, the ability of HEALTHSOUTH or a stockholder thereof to successfully
prosecute an action against a director for a breach of his duty of care is
limited. However, the provision does not affect the availability of equitable
remedies such as an injunction or rescission based upon a director's breach of
his duty of care. The SEC has taken the position that the provision will have no
effect on claims arising under the Federal securities laws.
Section 145 of the DGCL grants corporations the right to indemnify their
directors, officers, employees and agents in accordance with the provisions
therein set forth. Article Nine of the HEALTHSOUTH Certificate and Article IX of
the HEALTHSOUTH Bylaws provide for mandatory indemnification rights, subject to
limited exceptions, to any director, officer, employee, or agent of HEALTHSOUTH
who, by reason of the fact that he or she is a director, officer, employee, or
agent of HEALTHSOUTH, is involved in a legal proceeding of any nature. Such
indemnification rights include reimbursement for expenses incurred by such
director, officer, employee, or agent in advance of the final disposition of
such proceeding in accordance with the applicable provisions of the DGCL.
HEALTHSOUTH has entered into agreements with all of its Directors and its
executive officers pursuant to which HEALTHSOUTH has agreed to indemnify such
Directors and executive officers against liability incurred by them by reason of
their services of a Director to the fullest extent allowable under applicable
law.
II-1
<PAGE>
ITEM 16. EXHIBITS.
Exhibits:
EXHIBIT
NO. DESCRIPTION
--- -----------
(5) Opinion of Haskell Slaughter & Young, L.L.C., as to the legality of
the shares of HEALTHSOUTH Common Stock issued in connection
herewith.
(10) Warrant Agreement and Certificate, dated May 19,1987, by and
between Health Images, Inc., and Robert D. Carl, III, filed as
Exhibit 10(f)(ii) to Health Images, Inc.'s Registration Statement
on Form S-1 (Registration No. 33-14437) is hereby incorporated
herein by reference.
(23)-1 Consent of Ernst & Young LLP. See page immediately following
signature pages to the Registration Statement.
(23)-2 Consent of Haskell Slaughter & Young, L.L.C. (included in the
opinion filed as Exhibit (5)).
(24) Powers of Attorney. See signature pages.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(4) That, for the purpose of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Birmingham, State of Alabama, on April 25, 1997.
HEALTHSOUTH Corporation
By /s/ RICHARD M. SCRUSHY
-------------------------------
Richard M. Scrushy
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard M. Scrushy and Aaron Beam, Jr. and each
of them, his attorney-in-fact with powers of substitution for him in any and all
capacities, to sign any amendments, supplements, subsequent registration
statements relating to the offering to which this Registration Statement
relates, or other instruments he deems necessary or appropriate, and to file the
same, with exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact or his substitute may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ RICHARD M. SCRUSHY Chairman of the Board April 25, 1997
- --------------------------- and Chief Executive Officer
Richard M. Scrushy and Director
/s/ AARON BEAM, JR. Executive Vice President and April 25, 1997
- --------------------------- Chief Financial Officer
Aaron Beam, Jr.
/s/ WILLIAM T. OWENS Senior Vice President April 25, 1997
- --------------------------- and Controller (Principal
William T. Owens Accounting Officer)
/s/ JAMES P. BENNETT Director April 25, 1997
- ---------------------------
James P. Bennett
/s/ ANTHONY J. TANNER Director April 25, 1997
- ---------------------------
Anthony J. Tanner
/s/ P. DARYL BROWN Director April 25, 1997
- ---------------------------
P. Daryl Brown
/s/ PHILLIP C. WATKINS, M.D. Director April 25, 1997
- ----------------------------
Phillip C. Watkins, M.D.
/s/ GEORGE H. STRONG Director April 25, 1997
- ---------------------------
George H. Strong
/s/ C. SAGE GIVENS Director April 25, 1997
- ---------------------------
C. Sage Givens
II-3
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ CHARLES W. NEWHALL III Director April 25, 1997
- ---------------------------
Charles W. Newhall III
/s/ LARRY R. HOUSE Director April 25, 1997
- ---------------------------
Larry R. House
/s/ JOHN S. CHAMBERLIN Director April 25, 1997
- ---------------------------
John S. Chamberlin
/s/ RICHARD F. CELESTE Director April 25, 1997
- ---------------------------
Richard F. Celeste
/s/ JOEL C. GORDON Director April 25, 1997
- ---------------------------
Joel C. Gordon
/s/ RAYMOND J. DUNN, III Director April 25, 1997
- ---------------------------
Raymond J. Dunn, III
II-4
EXHIBIT 5
Haskell Slaughter & Young, L.L.C.
1200 AmSouth/Harbert Plaza
1901 Sixth Avenue North
Birmingham, Alabama 35203
April 25, 1997
HEALTHSOUTH Corporation
One HealthSouth Parkway
Birmingham, Alabama 35243
RE: HEALTHSOUTH CORPORATION
REGISTRATION STATEMENT ON FORM S-3
Gentlemen:
We have served as counsel for HEALTHSOUTH Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 223,000 shares (the
"Shares") of the Company's authorized Common Stock, par value $.01 per share, to
be issued pursuant to that certain Warrant Agreement and Certificate dated May
19, 1987 (the "Warrant Agreement"), between Health Images, Inc., and Robert D.
Carl, III, which registration is being effected pursuant to the Company's
Registration Statement on Form S-3 relating thereto (the "Registration
Statement"). This opinion is furnished to you pursuant to the requirements of
Form S-3.
In connection with this opinion, we have examined and are familiar with
originals or copies (certified or otherwise identified to our satisfaction) of
such documents, corporate records and other instruments relating to the
incorporation of the Company and to the authorization and issuance of the Shares
as we have deemed necessary and appropriate.
Based upon the foregoing, and having regard for such legal
considerations we have deemed relevant, it is our opinion that:
1. The Shares have been duly authorized.
<PAGE>
HEALTHSOUTH Corporation
April 25, 1997
Page 2
2. Upon issuance, sale and delivery of the Shares as contemplated in
the Registration Statement and the Warrant Agreement, the Shares will be legally
issued, fully paid and nonassessable.
We hereby consent to the reference to our Firm under the heading "Legal
Matters" in the Prospectus which forms a part of the Registration Statement, and
to the filing of this opinion as an Exhibit thereto.
Very truly yours,
HASKELL SLAUGHTER & YOUNG, L.L.C.
By /s/ MARK EZELL
-------------------------------
Mark Ezell
EXHIBIT (23)-1
CONSENT OF ERNST & YOUNG LLP
INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3, No. 333- ) and related Prospectus of
HEALTHSOUTH Corporation for the registration of shares of its common stock and
to the incorporation by reference therein of our report dated February 24, 1997,
except for the first paragraph of Note 15, as to which the date is March 12,
1997, with respect to the consolidated financial statements and schedule of
HEALTHSOUTH Corporation included in its Annual Report (Form 10-K) for the year
ended December 31, 1996, filed with the Securities and Exchange Commission.
Birmingham, Alabama
April 25, 1997
