UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Act of 1934
(Amendment No. 5)
Healthsouth Inc. (Greenery Rehabilitation Group, Inc.)
(Name of Issuer)
Convertible Senior Subordinated Notes 8 3/4% due 2015
(Title of Class of Securities)
394797AB0
(CUSIP Number)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 11 pages
CUSIP No. 394797AB0 13G Page 2 of 11 pages
1 NAME OF REPORTING PERSON
McCullough, Andrews and Cappiello, Inc.
(SS or IRS ID No. of the above person)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Inapplicable
A
B
3 SEC USE ONLY
4 CITIZENSHIP OF PLACE OF ORGANIZATION
California
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING
PERSON
WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
$840,000 P.V.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
$840,000 P.V.
10 CHECK BOX IS THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
Inapplicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.3%
12 TYPE OF REPORTING PERSON*
CO,IA
CUSIP No. 394797AB0 13G Page 3 of 11 pages
1 NAME OF REPORTING PERSON
Robert McCullough
(SS or IRS ID No. of the above person)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Inapplicable
A
B
3 SEC USE ONLY
4 CITIZENSHIP OF PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING
PERSON
WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
$840,000 P.V.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
$840,000 P.V.
10 CHECK BOX IS THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
Inapplicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.3%
12 TYPE OF REPORTING PERSON*
IN,HC
CUSIP No. 394797AB0 13G Page 4 of 11 pages
1 NAME OF REPORTING PERSON
David H. Andrews
(SS or IRS ID No. of the above person
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Inapplicable
A
B
3 SEC USE ONLY
4 CITIZENSHIP OF PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING
PERSON
WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
$0 P.V.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
$840,000 P.V.
10 CHECK BOX IS THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
Inapplicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.3%
12 TYPE OF REPORTING PERSON*
IN,HC
CUSIP No. 394797AB0 13G Page 5 of 10 pages
1 NAME OF REPORTING PERSON
Frank A. Cappiello, Jr.
(SS or IRS ID No. of the above person
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Inapplicable
A
B
3 SEC USE ONLY
4 CITIZENSHIP OF PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING
PERSON
WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
$840,000 P.V.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
$840,000 P.V.
10 CHECK BOX IS THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
Inapplicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.3%
12 TYPE OF REPORTING PERSON*
IN, HC
Item 1(a) Name of Issuer:
Greenery Rehabilitation
Healthsouth Corp.
Item 1(b) Address of Issuer's Principle Executive Offices:
1 Healthsouth Parkway
Birmingham, AL 35243
Item 2(a) Name of Person filing:
This statement if being filed by (i) McCullough,
Andrews and Cappiello, Inc., a California corporation
and registered investment adviser ("IA"), and (ii)
Robert F. McCullough and Frank A.
Cappiello, Jr., the shareholders of IA (each a
"Shareholder" and collectively "Shareholders")
(collectively the "Reporting Persons").
IA's beneficial ownership of the Conv. Notes is
direct as a result of IA's discretionary authority to
buy and sell such Convertible Subordinated Notes for
its investment advisory clients. Shareholders'
ownership of Conv. Notes is indirect as a result of
Shareholders' stock ownership in IA, and is reported
solely because Rule 13d-1(a) and (b) under the
Securities Exchange Act of 1934, as amended, requires
any person "directly or indirectly" the beneficial
owner of more than five percent of any equity
security of a specified class to file a Schedule 13G
within the specified time period. The answers in
blocks 6, 8, 9 and 11 on page 3 above and in
response to item 4 by Shareholders are given on
the basis of the "indirect" beneficial ownership
referred to in such Rule, based on the direct
beneficial ownership of Conv. Notes by IA and the
relationship of the Shareholders to IA referred to
above.
Information with respect to each Reporting Person is
given solely by the respective Reporting Person, and
no Reporting Person undertakes hereby any
responsiblility for the accuracy or completeness of
such information concerning any other Reporting
Person.
Page 6 of 11 pages
Item 2(b) Address of Principal Business Office:
IA's Principal Business Office is located at:
101 California Street, Suite 4250,
San Francisco, CA 94111
Shareholders' Principal Business Offices are located
at:
Mr. McCullough:
101 California Street, Suite 4250,
San Francisco, CA 94111
Mr. Cappiello:
Greenspring Station, Suite 250
10751 Falls Road
Lutherville, MD 21093
Item 2(c) Citizenship:
IA is a California corporation Shareholders are
United States citizens.
Item 2(d) Title of Class of Securities:
Convertible Senior Sub Notes
Item 2(e) CUSIP Number:
394797AB0
Item 3(e) X Investment Adviser registered under section 203 of
the Investment Advisers Act
Item 3(g) X Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G)(Note: See Item 7)
Item 4(a) Amount Beneficially Owned:
Reporting Persons each directly or indirectly
beneficially own $840,000 P.V. Convertible Note.
IA's beneficial ownership is direct and the
Shareholder's beneficial ownership is indirect.
Item 4(b) Percent of Class:
13.3%
Page 7 of 11 pages
Item 4(c) Number of Shares as to which such person has:
(i) sole power to vote or direct the vote:
0
(ii) shared power to vote or direct the vote:
IA and Shareholders share the power to
vote 0 shares. No other person
has the power to vote such shares.
In addition, IA and Shareholders share
with the investment advisory clients of
IA the power to vote 0 shares.
IA and Shareholders have no power to vote
0 shares for which they have dispositive
power.
(iii) sole power to dispose or to direct the
disposition of: $0
(iv) shared power to dispose or direct the
disposition of:
IA and Shareholders share with each other
the power to dispose $840,000 P.V.
Conv. Notes for which they have direct or
indirect beneficial ownership. They do not
share this power with any other person.
Item 5 Ownership of Five Percent or Less of a Class:
Inapplicable.
Item 6 Ownership of More than Five Percent on behalf of
Another Person:
IA, a registered investment adviser, and
Shareholders, its shareholders, have the right or
the power to direct the receipt of interest from
Conv. Notes, and to direct the receipt of proceeds
from the sale of Conv. Notes to IA's investment
advisory clients. No single investment advisory
client of IA owns more than 5% of the Conv. Notes.
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company:
Each Shareholder is deemed to be a parent holding
company for purposes of this Schedule 13G. IA
acquired the security being reported on by
Shareholders. IA is a registered investment adviser.
See Exhibit B.
Page 8 of 11 pages
Item 8 Identification and Classification of Members of the
Group:
Inapplicable
Item 9 Notice of Dissolution of Group:
Inapplicable
Item 10 Certification:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to
above were acquired in the ordinary course of
business and were not acquired for the purpose
of and do not have the effect of changing or
influencing the control of the issuer of such
securities and were not acquired in connection with
or as a participant in any transaction having
such purpose or effect.
SIGNATURE After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information
set forth in this statement is true, complete and
correct.
Date: February 11, 2000
Signature: /s/ Robert F. McCullough
Name/Title: Robert F. McCullough, Chairman
EXHIBITS
EXHIBIT A Statement With Respect To Joint Filing Of Schedule
13G
EXHIBIT B Identification and Classification of Subsidiary Which
Acquired Security Being Reported On By the Parent
Holding Company
Page 9 of 11 pages
EXHIBIT A
Statement With Respect to Joint Filing of Schedule
13G
The undersigned hereby agree that any statement of
Schedule 13G to be filed with the Securities and
Exchange Commission by any of the undersigned,
including any amendment thereto, with respect to
securities of Greenery Rehabilitation Group Inc. may
be filed by any of the undersigned as a joint filing
on behalf of all of the undersigned.
February 14, 1994
MCULLOUGH, ANDREWS & CAPPIELLO, INC.
By: /s/ Frank A. Cappiello, Jr.
/s/ Robert F. McCullough
/s/ David H. Andrews
/s/ Frank A. Cappiello, Jr.
Page 10 of 11 pages
EXHIBIT B
Identification and Classification of Subsidiary
Acquired Security Being Reported On By the Parent
Holding Company:
IA, a registered investment adviser, acquired
"beneficial ownership" of the securities being
reported on as a result of its discretionary
authority to acquire, dispose and (with respect to
certain of such securities) vote the securities being
reported on. Under a series of SEC no-action
letters, including the letter issued to Warren Buffet
and Berkshire Hathaway, Inc. (available December 5,
1986), each Shareholder is considered the equivalent
of the parent holding company of IA and is therefore
eligible to report his indirect beneficial ownership
in such shares on Schedule 13G.
Page 11 of 11 pages
