EXHIBIT (99)-5
HEALTHSOUTH CORPORATION
OFFER TO EXCHANGE UP TO $1,000,000,000 AGGREGATE PRINCIPAL AMOUNT OF
HEALTHSOUTH CORPORATION'S 7 5/8% SENIOR NOTES DUE 2012,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT OF
HEALTHSOUTH CORPORATION'S OUTSTANDING
7 5/8% SENIOR NOTES DUE 2012
To Depository Trust Company Participants:
We are enclosing herewith the materials listed below relating to the offer
by HEALTHSOUTH Corporation, a Delaware corporation (the "Company"), to exchange
up to $1,000,000,000 aggregate principal amount of the Company's 7 5/8% Senior
Notes due 2012 (the "Exchange Notes"), which have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), for an equal
aggregate principal amount of the Company's issued and outstanding 7 5/8% Senior
Notes due 2012 (the "Private Notes"), upon the terms and subject to the
conditions set forth in the Prospectus dated , 2002 (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 (the "Exchange Offer").
Enclosed herewith are copes of the following documents:
1. Prospectus;
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 clients'
instructions 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 , 2002, 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 Depository Trust Company participant ("DTC
Participant") to tender such Holder's Private Notes to the account of The Bank
of Nova Scotia Trust Company 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 Securities and Exchange Commission 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 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
Nova Scotia Trust Company of New York, Attention: Pat Keane.
HEALTHSOUTH Corporation
By
---------------------------
William T. Owens
President
and Chief Operating 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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