EXHIBIT (99)-2
HEALTHSOUTH CORPORATION
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
ANY AND ALL OUTSTANDING
10-3/4% SENIOR SUBORDINATED NOTES DUE 2008
IN EXCHANGE FOR NEW
10-3/4% SENIOR SUBORDINATED NOTES DUE 2008
This Notice of Guaranteed Delivery, or one substantially equivalent to this
form, must be used by registered holders of outstanding 10-3/4% Senior
Subordinated Notes due 2008 (the "Private Notes") of HEALTHSOUTH Corporation, a
Delaware corporation (the "Company"), who wish to tender their Private Notes for
an equal principal amount of new 10-3/4% Senior Subordinated Notes due 2008 (the
"Exchange Notes") of the same maturity that have been registered under the
Securities Act of 1933, as amended (the "Securities Act") if (i) the Private
Notes, a duly completed and executed letter of transmittal (the "Letter of
Transmittal") and all other required documents cannot be delivered to The Bank
of New York (the "Exchange Agent") prior to 5:00 P.M., New York City time, on
__________, 2000, or such later date and time to which the exchange offer may be
extended (the "Expiration Date") or (ii) the procedures for delivery of the
Private Notes being tendered by book-entry transfer, together with a duly
completed and executed Letter of Transmittal, cannot be completed on or prior to
5:00 P.M., New York City time, on the Expiration Date. This Notice of Guaranteed
Delivery may be delivered by hand, overnight courier or mail, or transmitted by
facsimile transmission (receipt confirmed by telephone and an original delivered
by guaranteed overnight delivery), to the Exchange Agent. See "The Exchange
Offer-Procedures for Tendering" in the Prospectus. The Company has the right to
reject a tender of Private Notes made pursuant to the guaranteed delivery
procedures unless the registered holder using the guaranteed delivery procedure
submits either (a) the Private Notes tendered thereby, in proper form for
transfer, or (b) confirmation of book-entry transfer in the manner set forth in
the Prospectus, in either case together with one or more properly completed and
duly executed Letter(s) of Transmittal (or facsimile thereof) and any other
required documents by 5:00 P.M., New York City time, on the third New York Stock
Exchange trading day following the Expiration Date. Capitalized terms not
defined herein have the meanings assigned to them in the Prospectus.
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The Exchange Agent for The Exchange Offer Is:
THE BANK OF NEW YORK
<TABLE>
<S> <C> <C>
By Registered or Certified Mail Facsimile Transmissions: By Hand Or Overnight Delivery
(Eligible Institutions Only)
The Bank of New York ------------ The Bank of New York
101 Barclay Street 101 Barclay Street
New York, New York 10286 New York, New York 10286
Reorganization Department, 7 East Reorganization Department, 7 East
Confirm By Telephone:
------------
For Information Call:
------------
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Delivery of this Notice Of Guaranteed Delivery to an address other than as
set forth above or transmission of this Notice of Guaranteed Delivery via
facsimile to a number other than as set forth above will not constitute a valid
delivery.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, upon the terms and subject
to the conditions set forth in Prospectus dated __________, 2000 (as the same
may be amended or supplemented from time to time, the "Prospectus"), and the
related Letter of Transmittal (which together constitute the "Exchange Offer"),
receipt of which is hereby acknowledged, the aggregate principal amount of the
Private Notes set forth below pursuant to the guaranteed delivery procedures set
forth in the Prospectus under the caption "The Exchange Offer-Guaranteed
Delivery Procedures" and in instruction 2 to the Letter of Transmittal.
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DESCRIPTION OF SECURITIES TENDERED
<TABLE>
<CAPTION>
Name and Address of Certificate
registered Holder as it Number(s) Maturity of Aggregate Principal Principal Amount of
Appears on the Private of Private Notes Private Notes Amount Represented Private Notes
Notes (Please Print) Tendered Tendered by Private Notes Tendered*
<S> <C> <C> <C> <C>
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*Must be tendered only in integral multiples of $1,000.
If the Private Notes will be tendered by book-entry transfer, provide the
following information:
DTC Account Number:_________________________________
All authority herein conferred or agreed to be conferred shall survive the death
or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned.
PLEASE SIGN HERE
X Date: , 2000
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X Date: , 2000
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Signature(s) of Owner(s)
or Authorized Signatory
Area Code and Telephone Number:_______________________
Must be signed by the holder(s) of the Private Notes as their name(s) appear(s)
on certificates of the Private Notes or on a security position listing, or by
person(s) authorized to become registered holder(s) by endorsement and documents
transmitted with this Notice of Guaranteed Delivery. If
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<PAGE>
signature is by a trustee, executor, administrator, guardian, attorney-in-fact,
officer or other person acting in a fiduciary or representative capacity, such
person must set forth his or her full title below.
Please print name(s) and address(es)
Name(s):
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Capacity:
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Address(es):
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<PAGE>
THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or other entity identified in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution, " including (as such terms are defined therein): (i) a bank; (ii) a
broker, dealer, municipal securities broker, municipal securities dealer,
government securities broker, government securities dealer; (iii) a credit
union; (iv) a national securities exchange, registered securities association or
clearing agency; or (v) a savings association that is a participant in a
Securities Transfer Association recognized program (each of the foregoing being
referred to as an "Eligible Institution"), hereby guarantees to deliver to the
Exchange Agent, at one of its addresses set forth above, either (a) the Private
Notes tendered hereby, in proper from for transfer, or (b) confirmation of the
book-entry transfer of such Private Notes to the Exchange Agent's account at the
Depository Trust Company ("DTC") maintained for such purpose, pursuant to the
procedures for book-entry transfer set forth in the Prospectus, in either case
together with one or more properly completed and duly executed Letter(s) of
Transmittal (or facsimile thereof) and any other required documents by 5:00
P.M., New York City time, on the third New York Stock Exchange trading day
following the Expiration Date.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal and the Private Notes tendered hereby to the Exchange Agent within
the time period set forth above and that failure to do so could result in a
financial loss to the undersigned.
Name of Firm:
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(Authorized Signature)
Address: Title:
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Name:
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(zip code) (Please type or print)
Area Code and
Telephone Number: Date:
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NOTE: DO NOT SEND CERTIFICATES FOR PRIVATE NOTES WITH THIS FORM. CERTIFICATES
FOR PRIVATE NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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