SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number: 1-10315
NOTIFICATION OF LATE FILING
[x]Form 10-K [ ]Form 11-K [ ]Form 20-F [ ]Form 10-Q [ ]Form N-SAR
For Period Ended: December 31, 2002
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Report on Form N-SAR
[ ] Transition Report on Form 11-K
For Transition Period Ended: Not applicable
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Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates: Not applicable
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PART I
REGISTRANT INFORMATION
Full name of registrant: HEALTHSOUTH Corporation
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Former name, if applicable: Not Applicable
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Address of principal executive office: One HealthSouth Parkway
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City, state and zip code: Birmingham, Alabama 35243
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PART II
RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
(a) The reason described in detail in Part III of this form
could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or
Form N-CSR, or portion thereof, will be filed on or before
[ ] the fifteenth calendar day following the prescribed due
date; or the subject quarterly report or transition report
on Form 10-Q, or portion thereof, will be filed on or
before the fifth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached, if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 11-K,
20-F, 10-Q, N-SAR, N-CSR, or the transition report portion thereof, could not be
filed within the prescribed time period.
As reported in its Current Reports on Form 8-K filed with the
Securities and Exchange Commission (the "SEC") on February 27, 2003 and March
20, 2003, HEALTHSOUTH Corporation (the "Company") disclosed that the SEC and the
Department of Justice ("DOJ") were investigating the financial reporting and
related activity of the Company. As reported in its Current Report on Form 8-K
filed with the SEC on March 26, 2003, the Company announced that in light of the
SEC and DOJ investigations into its financial reporting and related activity
calling into question the accuracy of the Company's previously filed financial
statements, such financial statements should no longer be relied upon. In
addition, the Company announced that it has engaged forensic auditors to assist
the Company in investigating the allegations in connection with the Company's
financial statements and related disclosures.
Because this review is ongoing, the Company is unable to complete the
preparation of its financial statements for the fiscal year ended December 31,
2002 or receive an independent auditors' report thereon and, therefore, will not
be able to file its Annual Report on Form 10-K for the fiscal year ended
December 31, 2002 on a timely basis. The Company intends to file such report as
soon as practicable.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
William W. Horton (205) 967-7116
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
|X| Yes |_| No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
|_| Yes |_| No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
The Company has engaged forensic auditors to assist the Company in
investigating allegations contained in a civil complaint filed by the SEC
asserting fraud in connection with the Company's financial statements and
related disclosures. Pending the completion of the Company's audited financial
statements to be included in its Annual Report on Form 10-K for the fiscal year
ended December 31, 2002, the registrant is unable to determine whether there
will be any such change in its results of operations.
HEALTHSOUTH Corporation
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
HEALTHSOUTH Corporation
By: /s/ WILLIAM W. HORTON
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William W. Horton
Executive Vice President
and Corporate Counsel
Date: April 1, 2003