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.
1. BANK OF AMERICA CONVERTIBLE SECURITIES FUND is added to the table of
Securityholders on page 14 of the Prospectus, together with the
following information as of a recent date prior to the date of this
Prospectus Supplement:
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Principal Amount of Debentures Beneficially Owned That May be Sold 450,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 12,286
Percentage of Common Stock Outstanding *
2. BAPTIST HEALTH 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 this Prospectus Supplement:
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Principal Amount of Debentures Beneficially Owned That May be Sold 90,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 2,457
Percentage of Common Stock Outstanding *
3. BOSTON COLLEGE ENDOWMENT FUND 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 this Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 60,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 1,638
Percentage of Common Stock Outstanding *
4. BOSTON MUSEUM OF FINE ART 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 this Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 45,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 1,228
Percentage of Common Stock Outstanding *
5. The information set forth opposite the name CHRYSLER CORPORATION MASTER
RETIREMENT TRUST (C/O OAKTREE CAPITAL MANAGEMENT, LLC) in the table of
Selling Securityholders on page 15 is amended as follows:
Principal Amount of Debentures Beneficially Owned That May be Sold 4,440,000
Percentage of Debentures Outstanding *
Number of Conversion Shares 121,228
Percentage of Common Stock Outstanding *
6. COVA BOND DEBENTURE 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 this Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 500,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 13,651
Percentage of Common Stock Outstanding *
7. DUNHAM & ASSOC. FUND II 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 this Prospectus Supplement:
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Principal Amount of Debentures Beneficially Owned That May be Sold 30,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 819
Percentage of Common Stock Outstanding *
8. DUNHAM & ASSOC. FUND III 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 this Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 20,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 546
Percentage of Common Stock Outstanding *
9. ELF AQUITAINE 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 this Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 100,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 2,730
Percentage of Common Stock Outstanding *
10. EMPLOYERS' REINSURANCE CORPORATION 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 this
Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 1,200,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 32,764
Percentage of Common Stock Outstanding *
11. ENGINEERS JOINT PENSION FUND 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 this Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 160,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 4,368
Percentage of Common Stock Outstanding *
12. EQUITY INCOME FUND 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 this Prospectus Supplement:
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Principal Amount of Debentures Beneficially Owned That May be Sold 1,600,600
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 43,702
Percentage of Common Stock Outstanding *
13. FUJI U.S. INCOME OPEN 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 this Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 2,400,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 65,529
Percentage of Common Stock Outstanding *
14. GOLDMAN, SACHS & CO. 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 this Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 3,650,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 99,658
Percentage of Common Stock Outstanding *
15. ILA - ANNUITY & INSURANCE COMPANY is added to the table of
Securityholders on page 16 of the Prospectus, together with the
following information as of a recent date prior to the date of this
Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 5,500,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 150,170
Percentage of Common Stock Outstanding *
16. LORD ABBETT BOND DEBENTURE FUND is added to the table of
Securityholders on page 16 of the Prospectus, together with the
following information as of a recent date prior to the date of this
Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 14,000,000
Percentage of Debentures Outstanding 2.46%
Number of Conversion Shares That May Be Sold 382,252
Percentage of Common Stock Outstanding *
17. The information set forth opposite the name MFS SERIES TRUST V - MFS
TOTAL RETURN FUND in the table of Selling Securityholders on page 16 is
amended as follows:
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Principal Amount of Debentures Beneficially Owned That May be Sold 1,994,000
Percentage of Debentures Outstanding *
Number of Conversion Shares 54,444
Percentage of Common Stock Outstanding *
18. MICHIGAN MUTUAL INSURANCE COMPANY is added to the table of
Securityholders on page 16 of the Prospectus, together with the
following information as of a recent date prior to the date of this
Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 2,200,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 60,068
Percentage of Common Stock Outstanding *
19. MUSEUM OF FINE ARTS, BOSTON is added to the table of Securityholders on
page 16 of the Prospectus, together with the following information as
of a recent date prior to the date of this Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 60,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 1,638
Percentage of Common Stock Outstanding *
20. NEW HAMPSHIRE STATE RETIREMENT SYSTEM 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 this
Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 320,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 8,737
Percentage of Common Stock Outstanding *
21. NICHOLAS APPLEGATE INCOME & GROWTH 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 this
Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 1,545,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 42,184
Percentage of Common Stock Outstanding *
22. The information set forth opposite the name NOMURA SECURITIES (BERMUDA)
LTD. in the table of Selling Securityholders on page 17 is amended as
follows:
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Principal Amount of Debentures Beneficially Owned That May be Sold 6,500,000
Percentage of Debentures Outstanding 1.14%
Number of Conversion Shares That May Be Sold 177,474
Percentage of Common Stock Outstanding *
23. PACIFIC HORIZON CAPITAL INCOME FUND 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 this
Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 4,900,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 133,788
Percentage of Common Stock Outstanding *
24. PACIFIC INNOVATIONS TRUST CAPITAL INCOME FUND 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 this
Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 250,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 6,825
Percentage of Common Stock Outstanding *
25. PARKER-HANNIFIN CORPORATION 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 this Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 200,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 5,460
Percentage of Common Stock Outstanding *
26. PHOENIX HOME LIFE CONVERTIBLE FUND 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 this
Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 1,000,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 27,303
Percentage of Common Stock Outstanding *
27. PROMUTUAL 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 this Prospectus Supplement:
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Principal Amount of Debentures Beneficially Owned That May be Sold 260,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 7,099
Percentage of Common Stock Outstanding *
28. PUTNAM BALANCED RETIREMENT FUND 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 this
Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 160,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 4,368
Percentage of Common Stock Outstanding *
29. PUTNAM CONVERTIBLE INCOME-GROWTH TRUST 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 this
Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 3,610,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 98,566
Percentage of Common Stock Outstanding *
30. PUTNAM FUNDS TRUST-PUTNAM HIGH YIELD TOTAL RETURN FUND 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 this
Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 50,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 1,365
Percentage of Common Stock Outstanding *
31. The information set forth opposite the name RAYTHEON COMPANY MASTER
PENSION TRUST in the table of Selling Securityholders on page 17 is
amended as follows:
Principal Amount of Debentures Beneficially Owned That May be Sold 2,265,000
Percentage of Debentures Outstanding *
Number of Conversion Shares 61,843
Percentage of Common Stock Outstanding *
32. RHONE-POULENC RORER INC. PENSION PLAN 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 this
Prospectus Supplement:
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Principal Amount of Debentures Beneficially Owned That May be Sold 250,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 6,826
Percentage of Common Stock Outstanding *
33. The information set forth opposite the name SAGE CAPITAL in the table
of Selling Securityholders on page 17 is amended as follows:
Principal Amount of Debentures Beneficially Owned That May be Sold 1,600,000
Percentage of Debentures Outstanding *
Number of Conversion Shares 43,686
Percentage of Common Stock Outstanding *
34. SAN DIEGO CITY RETIREMENT 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 this Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 435,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 11,877
Percentage of Common Stock Outstanding *
35. SAN DIEGO COUNTY CONVERTIBLE 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 this Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 1,330,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 36,313
Percentage of Common Stock Outstanding *
36. The information set forth opposite the name SOCIETE GENERALE in the
table of Selling Securityholders on page 17 is amended as follows:
Principal Amount of Debentures Beneficially Owned That May be Sold 5,250,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 143,344
Percentage of Common Stock Outstanding *
37. The information set forth opposite the name STATE EMPLOYEES' RETIREMENT
FUND OF THE STATE OF DELAWARE in the table of Selling Securityholders
on page 18 is amended as follows:
Principal Amount of Debentures Beneficially Owned That May be Sold 1,555,000
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Percentage of Debentures Outstanding *
Number of Conversion Shares 42,457
Percentage of Common Stock Outstanding *
38. The information set forth opposite the name STATE OF CONNECTICUT
COMBINED INVESTMENT FUNDS in the table of Selling Securityholders on
page 18 is amended as follows:
Principal Amount of Debentures Beneficially Owned That May be Sold 5,525,000
Percentage of Debentures Outstanding *
Number of Conversion Shares 150,853
Percentage of Common Stock Outstanding *
39. UNIVERSITY OF ROCHESTER is added to the table of Securityholders on
page 18 of the Prospectus, together with the following information as
of a recent date prior to the date of this Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 60,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 1,638
Percentage of Common Stock Outstanding *
40. The information set forth opposite the name VANGUARD CONVERTIBLE
SECURITIES FUND, INC. in the table of Selling Securityholders on page
18 is amended as follows:
Principal Amount of Debentures Beneficially Owned That May be Sold 4,015,000
Percentage of Debentures Outstanding *
Number of Conversion Shares 109,624
Percentage of Common Stock Outstanding *
41. WAKE FOREST UNIVERSITY is added to the table of Securityholders on page
18 of the Prospectus, together with the following information as of a
recent date prior to the date of this Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 145,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 3,959
Percentage of Common Stock Outstanding *
The date of this Prospectus Supplement is June 12, 1997.
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