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: February 18, 1997
HEALTHSOUTH Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-10315 63-0860407
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State or Other (Commission (I.R.S. Employer
Jurisdiction of Incorporation File Number) Identification No.)
or Organization)
One HealthSouth Parkway
Birmingham, Alabama 35243
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's Telephone Number,
Including Area Code: (205) 967-7116
Item 5. OTHER EVENTS
On February 18, 1997, HEALTHSOUTH Corporation, a Delaware corporation
(the "Company"), entered into a Plan and Agreement of Merger with Horizon/CMS
Healthcare Corporation, a Delaware corporation ("Horizon/CMS"), pursuant to
which a wholly-owned subsidiary of the Company will be merged into Horizon/CMS,
with Horizon/CMS to be the surviving corporation. Under the terms of the Plan
and Agreement of Merger, Horizon/CMS stockholders will be entitled to receive
0.42169 of a share of Company Common Stock for each share of Horizon/CMS Common
Stock held by them. The estimated value of the transaction, which will be
accounted for as a purchase, is approximately $1.6 billion (including the
assumption of approximately $700 million in debt). As a result of the merger,
the Company will acquire 33 inpatient rehabilitation hospitals, 58 specialty
hospitals and subacute units, 282 outpatient rehabilitation facilities, 267
long-term care facilities that Horizon/CMS owns, leases or manages, a contract
therapy business holding 1,400 contracts, an institutional pharmacy business
serving 38,500 beds, and other healthcare services. The ageement provides for
the payment to HEALTHSOUTH of a $35 million break-up fee plus actual expenses of
up to $5 million if the transaction is terminated by Horizon/CMS under certain
circumstances and Horizon/CMS is thereafter the subject of another acquisition
transaction. 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 currently is expected to close in mid-1997, or as
soon as practicable after the receipt of such approvals.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
21. 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: February 19, 1997
HEALTHSOUTH Corporation
By:
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William W. Horton
Senior Vice President
and Corporate Counsel