Prospectus Supplement filed under Rule 424(b)(3)
S-3 Registration No. 333-52237
PROSPECTUS SUPPLEMENT
(to Prospectus dated June 3, 1998)
THIS DOCUMENT 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
This 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. The information set forth opposite the name AMERICAN INVESTORS LIFE
INSURANCE COMPANY in the table of Selling Securityholders on page 14 is
amended as follows:
Principal Amount of Debentures Owned That May be Sold 1,500,000
Percentage of Debentures Outstanding *
Number of Conversion Shares 40,955
Percentage of Common Stock Outstanding *
2. CREDIT SUISSE FIRST BOSTON CORPORATION 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 Owned That May be Sold 3,500,000
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Percentage of Debentures Outstanding *
Number of Conversion Shares 95,563
Percentage of Common Stock Outstanding *
3. The information set forth opposite the name EMPLOYERS REINSURANCE
CORPORATION in the table of Selling Securityholders on page 15 is amended
as follows:
Principal Amount of Debentures Owned That May be Sold 1,500,000
Percentage of Debentures Outstanding *
Number of Conversion Shares 40,955
Percentage of Common Stock Outstanding *
4. The information set forth opposite the name GENERAL MOTORS INVESTMENT
MANAGEMENT GROUP in the table of Selling Securityholders on page 15 is
amended as follows:
Principal Amount of Debentures Owned That May be Sold 7,500,000
Percentage of Debentures Outstanding 1.32
Number of Conversion Shares 204,778
Percentage of Common Stock Outstanding *
5. LUTHERAN BROTHERHOOD 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 Owned That May be Sold 4,000,000
Percentage of Debentures Outstanding *
Number of Conversion Shares 109,215
Percentage of Common Stock Outstanding *
6. The information set forth opposite the name MERRILL LYNCH PIERCE FENNER &
SMITH, INC. in the table of Selling Securityholders on page 16 is amended
as follows:
Principal Amount of Debentures Owned That May be Sold 13,340,000
Percentage of Debentures Outstanding 2.35
Number of Conversion Shares 364,232
Percentage of Common Stock Outstanding *
7. The information set forth opposite the name MOTORS INSURANCE GROUP in the
table of Selling Securityholders on page 16 is amended as follows:
Principal Amount of Debentures Owned That May be Sold 1,000,000
Percentage of Debentures Outstanding *
Number of Conversion Shares 27,303
Percentage of Common Stock Outstanding *
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8. The information set forth opposite the name REGENCE BLUE CROSS/BLUE SHIELD
OF IDAHO in the table of Selling Securityholders on page 17 is amended as
follows:
Principal Amount of Debentures Beneficially Owned That May be Sold 166,000
Pecentage of Debentures Outstanding *
Number of Conversion Shares 4,532
Percentage of Common Stock Outstanding *
9. The information set forth opposite the name REGENCE BLUE CROSS/BLUE SHIELD
OF OREGON in the table of Selling Securityholders on page 17 is amended as
follows:
Principal Amount of Debentures Beneficially Owned That May be Sold 281,000
Pecentage of Debentures Outstanding *
Number of Conversion Shares 7,672
Percentage of Common Stock Outstanding *
10. The information set forth opposite the name REGENCE BLUE CROSS/BLUE SHIELD
OF UTAH in the table of Selling Securityholders on page 17 is amended as
follows:
Principal Amount of Debentures Beneficially Owned That May be Sold 88,000
Pecentage of Debentures Outstanding *
Number of Conversion Shares 2,402
Percentage of Common Stock Outstanding *
11. The information set forth opposite the name REGENCE BLUE CROSS/BLUE SHIELD
OF WASHINGTON in the table of Selling Securityholders on page 17 is amended
as follows:
Principal Amount of Debentures Beneficially Owned That May be Sold 465,000
Pecentage of Debentures Outstanding *
Number of Conversion Shares 12,696
Percentage of Common Stock Outstanding *
12. The information set forth opposite the name SALOMON BROTHERS TOTAL RETURN
FUND in the table of Selling Securityholders on page 17 is amended as
follows:
Principal Amount of Debentures Beneficially Owned That May be Sold 600,000
Pecentage of Debentures Outstanding *
Number of Conversion Shares 16,382
Percentage of Common Stock Outstanding *
13. SG COWEN SECURITIES CORPORATION 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:
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Principal Amount of Debentures Beneficially Owned That May
be Sold 1,000,000
Pecentage of Debentures Outstanding *
Number of Conversion Shares 27,303
Percentage of Common Stock Outstanding *
The date of this Prospectus Supplement is September 17, 1998.
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