=============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K/A AMENDMENT NO. 1 (Mark One) |X| Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 1996; or | | Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ______ to ______ Commission File Number 1-10315 ------- HEALTHSOUTH Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 63-0860407 -------- ---------- (State or Other Jurisdiction (I.R.S. Employer Identification No.) of Incorporation or Organization) One HealthSouth Parkway Birmingham, Alabama 35243 ------------------- ----- (Address of Principal Executive (Zip Code) Offices) Registrant's Telephone Number, Including Area Code: (205) 967-7116 -------------- Securities Registered Pursuant to Section 12(b) of the Act: Name of Each Exchange Title of Each Class on which Registered ------------------- ------------------- Common Stock, par value New York Stock Exchange $.01 per share 9.5% Senior Subordinated New York Stock Exchange Notes due 2001 5% Convertible Subordinated New York Stock Exchange Debentures due 2001 Securities Registered Pursuant to Section 12(g) of the Act: NONE Indicate by check mark whether the Registrant (1) has filed all Reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such Reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No | ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. | | State the aggregate market value of the voting stock held by non-affiliates of the Registrant as of March 18, 1997: Common Stock, par value $.01 per share -- $6,940,206,270 Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date. Class Outstanding at March 18, 1997 ----- ----------------------------- Common Stock, par value $.01 per share 328,838,538 shares DOCUMENTS INCORPORATED BY REFERENCE No documents are incorporated by reference into this Annual Report on Form 10-K. - -------------------------------------------------------------------------------- - 1 - HEALTHSOUTH Corporation ("HEALTHSOUTH" or the "Company") files this Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 1996 to file the Financial Data Schedule which was inadvertently omitted from the original filing. - 2 - SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No.1 to be signed on its behalf by the undersigned, thereunto duly authorized. HEALTHSOUTH Corporation By /s/RICHARD M. SCRUSHY --------------------------------------------- Richard M. Scrushy, Chairman of the Board and Chief Executive Officer Date: March 28, 1997 - 3 -