Prospectus Supplement filed under Rule 424(b)(3)
S-3 Registration No. 333-52237
PROSPECTUS SUPPLEMENT
(to Prospectus dated June 3, 1998)
THIS DOCUMENTS CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
INFORMATION CONTAINED HEREIN IS SUBJECT TO AMENDMENT.
HEALTHSOUTH Corporation
$567,750,000
3.25% Convertible Subordinated
Debentures due 2003
and
15,501,707 SHARES OF COMMON STOCK,
PAR VALUE $.01 PER SHARE
The Prospectus, dated June 3, 1998 (the "Prospectus"), relating to the
offering for resale of $567,750,000 aggregate principal amount of 3.25%
Convertible Subordinated Debentures due 2003 and 15,501,707 shares of Common
Stock, par value $.01 per share, of HEALTHSOUTH Corporation (the "Company"), is
hereby supplemented as set forth below.
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1. CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM, is added to the table of
Securityholders on page 15 of the Prospectus, together with the
following information as of a recent date prior to the date of the
Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 5,000,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 136,518
Percentage of Common Stock Outstanding *
2. The information set forth opposite the name LEHMAN BROTHERS, in the
table of Selling Securityholders on page 16 is amended as follows:
Principal Amount of Debentures Beneficially Owned That May be Sold 2,125,000
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Percentage of Debentures Outstanding *
Number of Conversion Shares 58,020
Percentage of Common Stock Outstanding *
3. PHYSICIANS LIFE, is added to the table of Securityholders on page 17 of
the Prospectus, together with the following information as of a recent
date prior to the date of the Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 111,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 3,030
Percentage of Common Stock Outstanding *
4. The information set forth opposite the name SMITH BARNEY INC., in the
table of Selling Securityholders on page 17 is amended as follows:
Principal Amount of Debentures Beneficially Owned That May be Sold 7,960,000
Percentage of Debentures Outstanding 1.4%
Number of Conversion Shares That May Be Sold 217,337
Percentage of Common Stock Outstanding *
5. The name VAN KAMPEN AMERICAN CAPITAL HARBOR FUND listed in the table of
Securityholders on page 18 of the Prospectus, is hereby changed to VAN
KAMPEN HARBOR FUND. The information set forth opposite the name VAN
KAMPEN AMERICAN CAPITAL HARBOR FUND remains the same.
The date of this Prospectus Supplement is August 3, 1998.
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