EXHIBIT (99)-3
HEALTHSOUTH CORPORATION
OFFER TO EXCHANGE ALL OUTSTANDING
10-3/4% SENIOR SUBORDINATED NOTES DUE 2008
FOR
10-3/4% SENIOR SUBORDINATED NOTES DUE 2008
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
PURSUANT TO THE PROSPECTUS DATED DECEMBER __, 2000
To Our Clients:
We are enclosing herewith a Prospectus dated December __, 2000 (the
"Prospectus"), of HEALTHSOUTH Corporation (the "Company") and a Letter of
Transmittal (which together constitute the "Exchange Offer") relating to the
offer by the Company to exchange up to $350,000,000 aggregate principal amount
of the Company's 10-3/4% Senior Subordinated Notes due 2008 (the "Exchange
Notes"), pursuant to an offering registered under the Securities Act of 1933,
as amended (the "Securities Act"), for a corresponding principal amount of the
Company's issued and outstanding 10-3/4% Senior Subordinated Notes due 2008
(the "Private Notes"), upon the terms and subject to the conditions set forth
in the Exchange Offer. Capitalized terms used but not defined herein have the
meaning given to such terms in the Prospectus.
PLEASE NOTE THAT THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON JANUARY __, 2001, UNLESS EXTENDED.
The Exchange Offer is not conditioned upon any minimum number of Private
Notes being tendered.
We are the participants in the book-entry transfer facility for Private
Notes held by us for your account. A tender of such Private Notes can be made
only by us as the participant in the book-entry transfer facility and pursuant
to your instructions. The Letter of Transmittal is furnished to you for your
information only and cannot be used by you to tender Private Notes held by us
for your account.
We request instructions as to whether you wish to tender any or all of the
Private Notes held by us for your account (you may tender less than all of such
Private Notes and/or tender less than the full principal amount of any given
Exchange Note, provided that the amount tendered is in integral multiples of
$1,000) pursuant to the terms and conditions of the Exchange Offer. We also
request that you confirm that we may on your behalf make the representations
contained in the Letter of Transmittal that are to be made with respect to you
as beneficial owner.
Pursuant to the Letter of Transmittal, each holder (a "Holder") of Private
Notes will represent to the Company that (i) it is not an affiliate (as defined
in Rule 405 under the Securities Act) of the Company; (ii) it is not a
broker-dealer tendering Private Notes acquired for its own account directly
from the Company; (iii) any Exchange Notes to be received by it will be
acquired in the ordinary course of its business; and (iv) it is not engaged in,
and does not intend to engage in, a distribution of such Exchange Notes and has
no arrangement or understanding to participate in a distribution of Exchange
Notes. If a Holder of Private Notes is engaged in or intends to engage in a
distribution of Exchange Notes or has any arrangement or understanding with
respect to the distribution of Exchange Notes to be acquired pursuant to the
Exchange Offer, such Holder may not rely on the applicable interpretations of
the staff of the SEC and must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any secondary
resale transaction.
Very truly yours,
