SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number: 1-10315
NOTIFICATION OF LATE FILING
/_/ Form 10-K /_/ Form 11-K /_/ Form 20-F /X/ Form 10-Q /_/ Form N-SAR
For Period Ended: September 30, 2003__________________________________
/_/ 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______________________________
Former name, if applicable: Not Applicable____________________________________
Address of principal executive office: One HEALTHSOUTH Parkway________________
City, state and zip code: Birmingham, Alabama 35243___________________________
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 reviewing 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 period ended September 30,
2003 and, therefore, will not be able to file its Quarterly Report on Form
10-Q for the period ended September 30, 2003 on a timely basis. The Company
intends to file such report as soon as practicable.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Gregory L. Doody (205) 967-7116
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(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).
|_| Yes |X| No
As indicated in its Notifications of Late Filing on Form 12b-25 with
respect to its Annual Report on Form 10-K for the fiscal year ended December
31, 2002, its Quarterly Report on Form 10-Q for the period ended March 31,
2003, its Quarterly Report on Form 10-Q for the period ended June 30, 2003, the
Company was unable to timely file such reports for substantially the same
reasons as set forth in Part III above, and remains unable to file such reports
at this time.
(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
reviewing 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 financial
statements to be included in its Quarterly Report on Form 10-Q for the period
ended September 30, 2003, 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/ GREGORY L. DOODY
--------------------------------
Gregory L. Doody
Corporate Counsel
and Secretary
Date: November 19, 2003