-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E5hNCMjnpdUh0UzmbsqXuRn9vLSGVa2bsbR+LWOYwM9njDcJ/XGijTX+yHqQpk+u 8ETTRQclcmGe2k2+YjU8ig== 0000890613-95-000142.txt : 19951031 0000890613-95-000142.hdr.sgml : 19951031 ACCESSION NUMBER: 0000890613-95-000142 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951030 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951030 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHSOUTH CORP CENTRAL INDEX KEY: 0000785161 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 630860407 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10315 FILM NUMBER: 95585508 BUSINESS ADDRESS: STREET 1: TWO PERIMETER PARK S STREET 2: STE 224W CITY: BIRMINGHAM STATE: AL ZIP: 35243 BUSINESS PHONE: 2059677116 MAIL ADDRESS: STREET 1: TWO PERIMETER PARK SOUTH CITY: BIRMINGHAM STATE: AL ZIP: 35243 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHSOUTH REHABILITATION CORP DATE OF NAME CHANGE: 19920703 8-K 1 FORM 8-K 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: October 15, 1995 HEALTHSOUTH Corporation ------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware 1-10315 63-0860407 ------------------ --------- ------------ (State or Other (Commission (I.R.S. Employer Jurisdiction of Incorporation File Number) Identification No.) or Organization) Two Perimeter Park South Birmingham, Alabama 35243 ---------------------------- ------------- (Address of Principal (Zip Code) Executive Offices) Registrant's Telephone Number, (205) 967-7116 Including Area Code: Item 5. OTHER EVENTS On October 15, 1995, HEALTHSOUTH Corporation, a Delaware corporation (the "Company"), entered into a Stock Purchase Agreement with Caremark International Inc., a Delaware corporation, pursuant to which HEALTHSOUTH will purchase all of the issued and outstanding shares of the capital stock of CareMark Orthopedic Services, Inc., a Delaware corporation, for a cash purchase price of $127,500,000. As a result of the acquisition, which will be accounted for as an asset purchase, the Company will acquire more than 120 outpatient rehabilitation centers in 13 states. 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 is expected to close by the end of 1995, or as soon as practicable after the receipt of such approvals. Item 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99. 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: October 30, 1995 HEALTHSOUTH Corporation By /s/ ANTHONY J. TANNER ----------------------------------------- Anthony J. Tanner Executive Vice President - Administration and Secretary EX-99 2 EXHIBIT 99 Exhibit 99 FOR IMMEDIATE RELEASE October 16, 1995 HEALTHSOUTH TO ACQUIRE CAREMARK REHABILITATION SERVICES OPERATIONS BIRMINGHAM, Ala ... HEALTHSOUTH Corporation (NYSE: HRC) and Caremark International Inc. (NYSE: CK) announced today that they have signed a definitive agreement under which HEALTHSOUTH will purchase the operations of Caremark Orthopedic Services Inc., which consists of more than 120 outpatient rehabilitation centers in 13 states. HEALTHSOUTH is the nation's largest provider of outpatient and rehabilitative healthcare services with nearly 600 locations in 39 states, the District of Columbia and Ontario, Canada. Upon completion of this acquisition, HEALTHSOUTH will have over 700 locations, including those associated with pending acquisitions of Sutter Surgery Centers, Inc. and Surgical Care Affiliates, Inc. "With this acquisition" said Richard M. Scrushy, HEALTHSOUTH's Chairman of the Board and Chief Executive Officer, "HEALTHSOUTH further expands its extensive network of outpatient rehabilitation centers, especially in the Midwest and Pacific markets. This acquisition will increase our outpatient rehabilitation center network to more than 500 locations and is important in that it expands geographic presence in certain markets that will strengthen our ability to sell our national network to insurers, managed care and large self-insured employers." This transaction will be considered an asset purchase and involves payment of $127.5 million in cash. The acquisition is expected to be accretive to 1996 earnings and is to be funded by HEALTHSOUTH's existing bank credit facilities. The transaction is subject to certain regulatory and governmental reviews, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act, and is expected to be completed by year end. ##### For more information, call Richard M. Scrushy, Chairman & CEO; Aaron Beam, Jr., Executive Vice President & CFO; or Michael D. Martin, Senior Vice President & Treasurer at 1 205 967 7116 -----END PRIVACY-ENHANCED MESSAGE-----