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. BVI ELECTICITY is added to the table of Securityholders on page 14 of the
Prospectus, together with the following information as of 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 1365
Percentage of Common Stock Outstanding *
2. CARRIBEAN BANK OF EXPORTS, LTD. is added to the table of Securityholders on
page 15 of the Prospectus, together with the following information as of
recent date prior to the date of this Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 200,000
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Percentage of Debentures Outstanding *
Number of Conversion Shares 5460
Percentage of Common Stock Outstanding *
3. CARRIBEAN UTILITIES COMPANY is added to the table of Securityholders on page
15 of the Prospectus, together with the following information as of recent
date prior to the date of this Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 150,000
Percentage of Debentures Outstanding *
Number of Conversion Shares 4095
Percentage of Common Stock Outstanding *
4. CONFIDENTIAL ACCOUNT #4090 is added to the table of Securityholders on page
15 of the Prospectus, together with the following information as of recent
date prior to the date of this Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 75,000
Percentage of Debentures Outstanding *
Number of Conversion Shares 2047
Percentage of Common Stock Outstanding *
5. EVANGELICAL LUTHERAN SYNOD is added to the table of Securityholders on page
15 of the Prospectus, together with the following information as of recent
date prior to the date of this Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 300,000
Percentage of Debentures Outstanding *
Number of Conversion Shares 8191
Percentage of Common Stock Outstanding *
6. FOUNDATION PENSION ISLA is added to the table of Securityholders on page 15
of the Prospectus, together with the following information as of recent date
prior to the date of this Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 150,000
Percentage of Debentures Outstanding *
Number of Conversion Shares 4095
Percentage of Common Stock Outstanding *
7. The information set forth opposite the name LEHMAN BROTHERS, INC. in the
table of Selling Securityholders on page 16 is amended as follows:
Principal Amount of Debentures Beneficially Owned That May be Sold 6,125,000
Percentage of Debentures Outstanding 1.07
Number of Conversion Shares 167,235
Percentage of Common Stock Outstanding *
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8. The information set forth opposite the name MERRILL LYNCH PIERCE FENNER AND
SMITH, INC. in the table of Selling Securityholders on page 16 is amended as
follows:
Principal Amount of Debentures Beneficially Owned That May be Sold 15,540,000
Percentage of Debentures Outstanding 2.73
Number of Conversion Shares 424,300
Percentage of Common Stock Outstanding *
9. JUAN NOCEDA is added to the table of Securityholders on page 16 of the
Prospectus, together with the following information as of recent date prior
to the date of this Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 25,000
Percentage of Debentures Outstanding *
Number of Conversion Shares 682
Percentage of Common Stock Outstanding *
10.PRUDENTIAL SECURITIES is added to the table of Securityholders on page 17 of
the Prospectus, together with the following information as of recent date
prior to the date of this Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 2,000,000
Percentage of Debentures Outstanding *
Number of Conversion Shares 54607
Percentage of Common Stock Outstanding *
11.SERVICIO DI TELECOMMUNICATION DI ARUBA is added to the table of
Securityholders on page 17 of the Prospectus, together with the following
information as of recent date prior to the date of this Prospectus
Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 25,000
Percentage of Debentures Outstanding *
Number of Conversion Shares 682
Percentage of Common Stock Outstanding *
12.JOSE AND ANA TARAJANO is added to the table of Securityholders on page 17 of
the Prospectus, together with the following information as of recent date
prior to the date of this Prospectus Supplement:
Principal Amount of Debentures Beneficially Owned That May be Sold 25,000
Percentage of Debentures Outstanding *
Number of Conversion Shares 682
Percentage of Common Stock Outstanding *
The date of this Prospectus Supplement is October 7, 1998.
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