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 DECEMBER __, 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 December __, 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 December __, 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 JANUARY __,
2001, 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 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
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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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