EXHIBIT (99)-4
HEALTHSOUTH CORPORATION
OFFER TO EXCHANGE ALL OUTSTANDING
8 1/2% SENIOR NOTES DUE 2008
FOR
8 1/2% SENIOR NOTES DUE 2008
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
PURSUANT TO THE PROSPECTUS DATED __________, 2001
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 $375,000,000
aggregate principal amount of the Company's 8 1/2% Senior 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 8 1/2% Senior Notes due 2008
(the "Private Notes"), upon the terms and subject to the conditions set forth
in the Prospectus dated __________, 2001 (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 __________, 2001;
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
_______________, 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 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.