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. BAYSTATE HEALTH SYSTEMS, INC. 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:
<TABLE>
<S> <C>
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 *
</TABLE>
2. The information set forth opposite the name CFW-C, L.P. in the table of
Selling Securityholders on page 15 is amended as follows:
<PAGE>
<TABLE>
<S> <C>
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 *
</TABLE>
3. JP MORGAN SECURITIES INC. 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:
<TABLE>
<S> <C>
Principal Amount of Debentures Beneficially Owned That May be Sold 4,575,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 124,914
Percentage of Common Stock Outstanding *
</TABLE>
4. MASSACHUSETTS MUTUAL LIFE 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:
<TABLE>
<S> <C>
Principal Amount of Debentures Beneficially Owned That May be Sold 10,500,000
Percentage of Debentures Outstanding 1.8%
Number of Conversion Shares That May Be Sold 286,689
Percentage of Common Stock Outstanding *
</TABLE>
5. MASSMUTUAL CORPORATE INVESTORS 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:
<TABLE>
<S> <C>
Principal Amount of Debentures Beneficially Owned That May be Sold 1,500,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 40,955
Percentage of Common Stock Outstanding *
</TABLE>
6. MASSMUTUAL CORPORATE VALUE PARTNERS LIMITED 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:
<TABLE>
<S> <C>
Principal Amount of Debentures Beneficially Owned That May be Sold 2,500,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 68,259
Percentage of Common Stock Outstanding *
</TABLE>
7. MASSMUTUAL HIGH YIELD PARTNERS II LLC 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:
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<PAGE>
<TABLE>
<S> <C>
Principal Amount of Debentures Beneficially Owned That May be Sold 4,250,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 116,040
Percentage of Common Stock Outstanding *
</TABLE>
8. MASSMUTUAL PARTICIPATION INVESTORS 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:
<TABLE>
<S> <C>
Principal Amount of Debentures Beneficially Owned That May be Sold 750,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 20,477
Percentage of Common Stock Outstanding *
</TABLE>
9. MERRILL LYNCH INSURANCE GROUP 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:
<TABLE>
<S> <C>
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 *
</TABLE>
10. OCCIDENTAL PETROLEUM 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:
<TABLE>
<S> <C>
Principal Amount of Debentures Beneficially Owned That May be Sold 25,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 682
Percentage of Common Stock Outstanding *
</TABLE>
11. OHIO BUREAU OF WORKERS COMPENSATION BOARD 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:
<TABLE>
<S> <C>
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 *
</TABLE>
12. PUBLIC SCHOOL ENDOWMENT 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:
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<PAGE>
<TABLE>
<S> <C>
Principal Amount of Debentures Beneficially Owned That May be Sold 1,250,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 34,129
Percentage of Common Stock Outstanding *
</TABLE>
13. SECURITY MUTUAL 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 this Prospectus Supplement:
<TABLE>
<S> <C>
Principal Amount of Debentures Beneficially Owned That May be Sold 130,000
Percentage of Debentures Outstanding *
Number of Conversion Shares That May Be Sold 3,549
Percentage of Common Stock Outstanding *
</TABLE>
14. SHELL 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:
<TABLE>
<S> <C>
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 *
</TABLE>
The date of this Prospectus Supplement is July 6, 1998.
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