EXHIBIT 99 - - -------------------------------------------------------------------------------- PROXY NATIONAL SURGERY CENTERS, INC. SPECIAL MEETING OF STOCKHOLDERS - JULY 22, 1998 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints E. Timothy Geary and Bryan S. Fisher, and each of them, with several powers of substitution, proxies to vote the shares of Common Stock, par value $0.01 per share, of National Surgery Centers, Inc. ("NSC") which the undersigned could vote if personally present at the Special Meeting of Stockholders of NSC to be held at The Midland Hotel, 172 West Adams, Chicago, Illinois, 60603, on July 22, 1998, at 10:00 a.m., local time, and any adjournment thereof: (Continued and to be signed on other side) - - -------------------------------------------------------------------------------- ------------ Common 1. Approval and adoption of the Plan and Agreement of Merger, dated as of May 5, 1998, attached as Annex A to the Prospectus-Proxy Statement that has been transmitted in connection with the Special Meeting, pursuant to which Field Acquisition Corporation, a wholly-owned subsidiary of HEALTHSOUTH Corporation, will merge with and into NSC, all as described in said Prospectus-Proxy Statement. FOR AGAINST ABSTAIN [ ] [ ] [ ] 2. In their discretion to act upon any matters incidental to the foregoing and such other business as may properly come before the Special Meeting or any adjournment thereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ITEM 1. Dated: ---------------------------- -------------------------------- Signature(s) -------------------------------- (Please sign exactly and as fully as your name appears on your stock certificate. If shares are held jointly, each stockholder should sign.) - - --------------------------------------------------------------------------------