SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 15, 1995 HEALTHSOUTH Corporation ------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware 1-10315 63-0860407 ------------------ --------- ------------ (State or Other (Commission (I.R.S. Employer Jurisdiction of Incorporation File Number) Identification No.) or Organization) Two Perimeter Park South Birmingham, Alabama 35243 ---------------------------- ------------- (Address of Principal (Zip Code) Executive Offices) Registrant's Telephone Number, (205) 967-7116 Including Area Code: Item 5. OTHER EVENTS On October 15, 1995, HEALTHSOUTH Corporation, a Delaware corporation (the "Company"), entered into a Stock Purchase Agreement with Caremark International Inc., a Delaware corporation, pursuant to which HEALTHSOUTH will purchase all of the issued and outstanding shares of the capital stock of CareMark Orthopedic Services, Inc., a Delaware corporation, for a cash purchase price of $127,500,000. As a result of the acquisition, which will be accounted for as an asset purchase, the Company will acquire more than 120 outpatient rehabilitation centers in 13 states. The consummation of the transaction is subject to the expiration or termination of the waiting period required under the Hart-Scott-Rodino Antitrust Improvements Act, and to certain other regulatory approvals. Subject to such approvals, the transaction is expected to close by the end of 1995, or as soon as practicable after the receipt of such approvals. Item 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99. Form of press release issued by HEALTHSOUTH Corporation in connection with the above-described transaction. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 30, 1995 HEALTHSOUTH Corporation By /s/ ANTHONY J. TANNER ----------------------------------------- Anthony J. Tanner Executive Vice President - Administration and Secretary