EXHIBIT (99)-4
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 __________, 2000
To Depository Trust Company Participants:
We are enclosing herewith the materials listed below relating to the
offer by HEALTHSOUTH Corporation (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 Prospectus dated __________, 2000 (the
"Prospectus"), of the Company and the related letter of transmittal (the "Letter
of Transmittal"), in each case as amended or supplemented from time to time
(which together constitute the "Exchange Offer"). Capitalized terms used but not
defined herein have the meaning given to such terms in the Prospectus.
Enclosed herewith are copes of the following documents:
1. Prospectus dated __________, 2000;
2. Letter of Transmittal;
3. Notice of Guaranteed Delivery;
4. Instruction to Book-Entry Transfer Participant from
Owner; and
5. Letter which may be sent to your clients for whose
account you hold Private Notes in your name or in the name of your
nominee, to accompany the instruction form referred to above, for
obtaining such client's instruction with regard to the Exchange Offer.
WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE
EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _______________,
2000, UNLESS EXTENDED.
The Exchange Offer is not conditioned upon any minimum number of
Private Notes being tendered.
To participate in the Exchange Offer, a beneficial holder (a "Holder")
of Private Notes must cause a DTC Participant to tender such Holder's Private
Notes to the account of The Bank of New York (the "Exchange Agent") maintained
at the Depository Trust Company ("DTC") for the benefit of the Exchange Agent
through DTC's Automated Tender Offer Program ("ATOP"), including transmission of
a computer-generated message that acknowledges and agrees, on behalf of the DTC
Participant and the beneficial owners of tendered Private Notes, to be bound by
the terms of the Letter of Transmittal. By complying with DTC's ATOP procedures
with respect to the Exchange Offer, the DTC Participant confirms, on behalf of
itself and the
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beneficial owners of tendered Private Notes, all provisions of the Letter of
Transmittal applicable to it and such beneficial owners as fully as if it had
completed, executed and returned the Letter of Transmittal to the Exchange
Agent.
Pursuant to the Letter of Transmittal, each 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.
The enclosed Instruction to the Book-Entry Transfer Participant from
Owner contains an authorization by the beneficial owners of the Private Notes
for you to make the foregoing representations.
The Company will not pay any fee or commission to any broker or dealer
or to any other persons (other than the Exchange Agent) in connection with the
solicitation of tenders of Private Notes pursuant to the Exchange Offer. The
Company will pay or cause to be paid any transfer taxes payable on the transfer
of Private Notes to it, except as otherwise provided in Instruction 7 of the
enclosed Letter of Transmittal.
Additional copies of the enclosed material may be obtained from The
Bank of New York, Attention: _____________.
HEALTHSOUTH Corporation
By
-----------------------------------------
William T. Owens
Executive Vice President
and Chief Financial Officer
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE
AGENT OF HEALTHSOUTH CORPORATION OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE
ANY STATEMENT ON ITS BEHALF IN CONNECTION THE EXCHANGE OFFER OTHER THAN THE
DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
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