EXHIBIT (99)-5
INSTRUCTION TO
BOOK-ENTRY TRANSFER PARTICIPANT FROM OWNER
OF
HEALTHSOUTH CORPORATION
10 3/4% SENIOR SUBORDINATED NOTES DUE 2008
To Participant of the Book-Entry Transfer Facility:
The undersigned hereby acknowledges receipt of the Prospectus dated
December __, 2000 (the "Prospectus"), of HEALTHSOUTH Corporation (the "Company")
and a related Letter of Transmittal (which together constitute the "Exchange
Offer"). Capitalized terms used but not defined herein have the meaning given to
such terms in the Prospectus.
This will instruct you, the book-entry transfer facility participant, as
to the action to be taken by you relating to the Exchange Offer with respect to
the Private Notes held by you for the account of the undersigned.
The aggregate fact amount of the Private Notes held by you for the account
of the undersigned is (fill in amount):
$___________ of the 10 3/4% Senior Subordinated Notes due 2008
With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate statement):
A. ___ To TENDER the following Private Notes held by you for the account
of the undersigned (insert principal amount of Private Notes to be
tendered);
$___________(1) of the 10 3/4% Senior Subordinated Notes due
2008, and not to tender other Private Notes of
such maturity, if any, held by you for the
account of the undersigned;
OR
B. ___ NOT to tender any Private Notes held by you for the account of the
undersigned.
----------------
(1) Must be tendered only in integral multiples of $1,000.
<PAGE>
If the undersigned instructs you to tender the Private Notes held by you
for the account of the undersigned, it is understood that you are authorized to
make, on behalf of the undersigned (and the undersigned by its signature below,
hereby authorizes you to make), the representations and warranties contained in
the Letter of Transmittal that are to be made with respect to the undersigned as
a beneficial owner, including but not limited to the representations that (i) it
is not an affiliate of the Company or any of its subsidiaries, or, if the
undersigned is an affiliate of the Company or any of its subsidiaries, it will
comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (ii) the Exchange Notes are being
acquired in the ordinary course of business of the person receiving such
Exchange Notes, whether or not such person is the holder, (iii) the undersigned
has not entered into an arrangement or understanding with any other person to
participate in the distribution (within the meaning of the Securities Act) of
the Exchange Notes, (iv) the undersigned is not a broker-dealer who purchased
the Private Notes for resale pursuant to an exemption under the Securities Act,
and (v) the undersigned will be able to trade Exchange Notes acquired in the
Exchange Offer without restriction under the Securities Act. If the undersigned
is a broker-dealer (whether or not it is also an "affiliate") that will receive
Exchange Notes for its own account pursuant to the Exchange Offer, it represents
that such Private Notes to be exchanged were acquired by it as a result of
market-making activities or other trading activities, and it acknowledges that
it will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange Notes. By acknowledging that it will
deliver and by delivering a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Notes, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
SIGN HERE
Name of Beneficial Owner(s):____________________________________________________
Signature(s):___________________________________________________________________
Name(s) (please print):_________________________________________________________
Address:________________________________________________________________________
(zip code)
Telephone Number:_______________________________________________________________
(area code)
Taxpayer Identification or Social Security Number:______________________________
Date:___________________________________________________________________________
