sc13d
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. )*
HealthSouth Corporation
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
421924 10 1
(CUSIP Number)
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East Peak Partners, L.P.
One Market, Spear St. Tower, Suite 3780
San Francisco, CA 94105
(415) 675-3200
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with a copy to: |
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Phillip Gordon
Perkins Coie LLP
131 S. Dearborn Street, Suite 1700
Chicago, IL 60603-5559 |
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 6, 2007
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this schedule because of
§§240.13d-1(e), 24013d-1(f) or 24013d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
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The remainder of this cover page shall be filled out for a reporting person’s initial
filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover
page. |
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The information required on the remainder of this cover page shall not be deemed to be “filed”
for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject
to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes). |
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CUSIP No. |
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421924 10 1 |
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2 |
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of |
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12 |
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NAMES OF REPORTING PERSONS:
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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East Peak Partners, L.P. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) þ |
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SEC USE ONLY: |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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WC |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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California
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7 |
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SOLE VOTING POWER: |
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| NUMBER OF |
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4,000,000 |
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| SHARES |
8 |
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SHARED VOTING POWER: |
| BENEFICIALLY |
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| OWNED BY |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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| PERSON |
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4,000,000 |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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4,000,000 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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5.08% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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PN |
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CUSIP No. |
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421924 10 1 |
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Page |
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3 |
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of |
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12 |
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NAMES OF REPORTING PERSONS:
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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JGE Capital Management, LLC |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) þ |
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SEC USE ONLY: |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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WC, OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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California
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SOLE VOTING POWER: |
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| NUMBER OF |
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4,080,000 (see Item 5) |
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| SHARES |
8 |
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SHARED VOTING POWER: |
| BENEFICIALLY |
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| OWNED BY |
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| EACH |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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4,080,000 (see Item 5) |
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10 |
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SHARED DISPOSITIVE POWER: |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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4,080,000 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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5.18% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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OO |
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CUSIP No. |
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421924 10 1 |
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Page |
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4 |
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of |
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12 |
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NAMES OF REPORTING PERSONS:
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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Jeffrey G. Edwards |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) þ |
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SEC USE ONLY: |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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WC, PF, OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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United States
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7 |
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SOLE VOTING POWER: |
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| NUMBER OF |
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4,121,560 (see Item 5) |
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| SHARES |
8 |
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SHARED VOTING POWER: |
| BENEFICIALLY |
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| OWNED BY |
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| EACH |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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| PERSON |
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4,121,560 (see Item 5) |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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4,121,560 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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5.23% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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IN |
TABLE OF CONTENTS
Item 1. Security and Issuer.
The class of securities to which this statement relates is the common stock, par value $0.01
per share (the “Common Stock”) of HealthSouth Corporation (the “Issuer”), a Delaware corporation
whose principal place of business and executive offices are located at One HealthSouth Parkway,
Birmingham, AL 35243.
Item 2. Identity and Background.
(a) This statement is being filed by the following persons: East Peak Partners, L.P., a
California limited partnership (“East Peak”), JGE Capital Management, LLC, a California limited
liability company (“JGE Capital”) and Jeffrey G. Edwards (“Edwards”) (collectively, the “Reporting
Persons”) pursuant to Rule 13d1(k)(1)-(2) of Regulation 13D-G of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended (the “Act”). The sole general partner of
East Peak is JGE Capital. The President of JGE Capital is Mr. Edwards. The
Reporting Persons are making this single, joint filing because they may be deemed to constitute a
“group” within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing
nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a
group exists.
(b) - (c)
East Peak
East Peak is a California limited partnership, the principal business of which is the
purchase, sale, exchange, acquisition and holding of investment securities. The principal business
address of East Peak, which also serves as its principal office, is One Market, Spear St. Tower,
Suite 3780, San Francisco, California 94105. Pursuant to Instruction C to Schedule 13D of the Act,
certain information with respect to JGE Capital, the sole general partner of East Peak, is set
forth below.
JGE Capital
JGE Capital is a California limited liability company, the principal business of which is
serving as the sole general partner of East Peak. The principal business address of JGE Capital,
which also serves as its principal office, is One Market, Spear St.
Tower, Suite 3780, San
Francisco, California 94105. Pursuant to Instruction C to Schedule 13D of the Act, certain
information with respect to Mr. Edwards, the President of JGE Capital is set
forth below.
Edwards
Mr. Edwards’
business address is One Market, Spear St. Tower, Suite 3780, San Francisco,
California 94105. His present principal occupation is serving as the President of
JGE Capital. The principal business of JGE Capital is serving as the sole general partner of East
Peak. The principal address of JGE Capital, which also serves as its principal office, is One
Market, Spear St. Tower, Suite 3780, San Francisco, California 94105. Mr. Edwards is the sole
controlling person of JGE Capital, the sole general partner of East Peak.
There are no directors of JGE Capital. Mr. Edwards is the President of
JGE Capital. The only other executive officers of JGE Capital are his wife Victoria J. Edwards,
who serves as Treasurer of JGE Capital, and Cheryl M. Thompson, Chief Operating Officer. The
business address for both Mrs. Edwards and Ms. Thompson is
One Market, Spear St. Tower, Suite 3780, San
Francisco, California 94015. Mrs. Edwards’ principal occupation is homemaker. Ms. Thompson’s
principal occupation is to serve as Chief Operating Officer of JGE Capital.
Page 5 of 12
(d) and (e)
None of the Reporting Persons nor any other person named in this Item 2 has during the last
five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was, or is, subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating activities subject to
federal or state securities laws or finding any violation with respect to such laws.
(f) All of the natural persons identified in this Item 2 are citizens of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration.
The source and amount of the funds used or to be used by the Reporting Persons to purchase
shares of the Issuer’s Common Stock (the “Shares”) are as follows:
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No. of Shares |
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Source of Funds |
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Amount of Funds |
East Peak |
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4,000,000 |
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Working Capital |
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$86,433,419.32 |
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JGE Capital |
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80,000 |
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Other |
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$1,642,700.00 |
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Edwards |
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41,560 |
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Personal Funds |
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$791,000.41 |
As used herein, the term “Working Capital” includes income from the business operations of the
entity and funds committed to the entity plus sums borrowed from banks and brokerage firm margin
accounts to operate such business in general. None of the funds reported herein were borrowed or otherwise obtained for the specific purpose of acquiring, handling,
trading or voting the Shares.
Item 4. Purpose of Transaction.
The Reporting Persons have acquired the Shares reported herein for investment purposes.
Consistent with such purposes, the Report Persons have had, and may have in the future, discussions
with management of the Issuer and may make suggestions concerning the Issuer’s operations,
prospects, business and financial strategies, assets and liabilities, business and financing
alternatives and such other matters as the Reporting Persons may deem relevant to their investments
in the Shares. The Reporting Persons expect that they will, from time to time, review their
investment positions in the Issuer and may, depending on market and other conditions, increase or
decrease their investment positions.
Page 6 of 12
Whether the Reporting Persons purchase any additional Shares or dispose of any Shares, and the
amount and timing of any such transactions, will depend upon the Reporting Persons’ individual
continuing assessments of pertinent factors, including the availability of Shares for purchase at
particular price levels, the Issuer’s and the Reporting Person’s businesses and prospects, other
business investment opportunities available to the Reporting Persons, economic conditions, stock
market conditions, money market conditions, the attitudes and actions of the Board of directors and
management of the Issuer, the availability and nature of opportunities to dispose of the Reporting
Persons’ interests in the Issuer and other plans and requirements of the Reporting Persons.
Depending upon their individual assessments of these factors from time to time, the Reporting
Persons may change their present intentions as stated above, including determining to acquire
additional Shares (by means of open market or privately negotiated purchases) or to dispose of some
or all of the Shares held by them or under their control.
Except as stated above, none of the Reporting Persons has any plans or proposals of the types
referred to in clauses (a) through (j) of Item 4 of Schedule 13D, as promulgated by the Securities
and Exchange Commission.
Item 5. Interest in Securities of the Issuer.
(a) Percentage interest calculations for each of the Reporting Persons are based on the Issuer
having 78,735,788 shares of Common Stock outstanding as of April 30, 2007, as reported in the
Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 9, 2007.
(b) East Peak. The aggregate number of Shares that East Peak owns beneficially
pursuant to Rule 13d-3 of the Act, is 4,000,000 Shares, which constitutes approximately 5.08% of
the outstanding shares of Common Stock.
JGE Capital. Because of its position as the sole general partner of East Peak, JGE
Capital may, pursuant to Rule 13d-3 of the Act, be deemed to be
beneficial owner of the 4,000,000
Shares beneficially held by East Peak. In addition, JGE Capital
manages certain individual accounts not associated with East Peak
(the “Other Managed Accounts” as identified in
Schedule I) holding an aggregate of 80,000 Shares.
Therefore, JGE Capital may be deemed to be the beneficial owner of an
aggregate of 4,080,000 shares, which constitutes approximately 5.18% of the outstanding shares of Common Stock.
Edwards. Because of his position as the control person of JGE Capital, Mr. Edwards
may, pursuant to Rule 13d-3 of the Act, be deemed to be
beneficial owner of the 4,080,000 Shares
beneficially owned by JGE Capital. In addition, Mr. Edwards
manages certain accounts for members of his immediate family
and other family members (the “Edwards Family Accounts” as
identified on Schedule I) holding an aggregate of 41,560 Shares.
Therefore, Mr. Edwards may be deemed to be the beneficial owner of an aggregate of 4,121,560
Shares, which constitutes approximately 5.23% of the outstanding shares of Common Stock.
(c) During the period beginning sixty (60) days prior to August 8, 2007 and ending on the
date of this filing, East Peak has purchased in open market transactions on the New York Stock
Exchange shares of Common Stock as set forth in Schedule II attached hereto.
Except as set forth in this paragraph (c), to the best of the knowledge of each of the
Reporting Persons, none of the persons named in response to this Item 5 has effected any
transaction in shares of
Page 7 of 12
the Common Stock during the period beginning sixty (60) days prior to
August 8, 2007 and ending on the date hereof.
(d) Each of the Reporting Persons affirms that no person other than such Reporting Person has
the right to receive or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the shares owned by such Reporting Person except that the
persons who have pecuniary interest in the Other Managed Accounts and
the Edwards Family Accounts are entitled to receive dividends from,
or the proceeds from the sale of, the shares held in such accounts.
(e) It is inapplicable for the purposes herein to state the date in which the Reporting
Persons ceased to be the owners of more than five percent (5%) of the outstanding shares of Common
Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the
Issuer.
Except as set forth herein or in the Exhibits filed herewith, there are no other contracts,
arrangements, understandings or relationships of the type required to be disclosed in response to
Item 6 of Schedule 13D of the Act with respect to the Shares owned by the Reporting Persons.
Item 7. Material to be Filed as Exhibits.
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Document Description |
A
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Agreement Pursuant to Rule 13d-1(k)(1)(iii) |
Page 8 of 12
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
DATED: August 8, 2007
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EAST PEAK PARTNERS, L.P. |
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By: JGE CAPITAL MANAGEMENT, LLC |
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Its: General Partner |
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By:
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/s/ Jeffrey G. Edwards |
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Jeffrey G. Edwards |
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Its: President |
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JGE CAPITAL MANAGEMENT, LLC |
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By:
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/s/ Jeffrey G. Edwards |
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Jeffrey G. Edwards |
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Its: President |
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/s/ Jeffrey G. Edwards |
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Jeffrey G. Edwards |
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Page 9 of 12
SCHEDULE I TO SCHEDULE 13D FOR EAST PEAK PARTNERS, L.P.
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| Other Managed Accounts |
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| Holder |
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Number of Shares |
3269965 Canada Inc. |
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20,000 |
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David A. Duffield Trust |
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20,000 |
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Nevada Pacific Development |
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40,000 |
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Edwards
Family Accounts |
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Number of Shares |
Edwards Family Trust |
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20,000 |
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Edwards, Jeffrey Charles |
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1,700 |
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Edwards, Jeffrey G. — IRA |
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10,000 |
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Edwards, Griffin Glynn |
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900 |
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Edwards, Victoria J. — IRA |
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800 |
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Edwards Non-Exempt Marital Trust |
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3,000 |
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Edwards, Judith Griffin Revocable Trust |
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4,000 |
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Edwards, Gene M. Trust |
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200 |
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Edwards, Judith Griffin — IRA |
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800 |
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Beritzhof, Christian B. |
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20 |
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Moreland, Margaret |
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20 |
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Dagley, Johnson Carlton |
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100 |
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Moreland, Claire |
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20 |
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Page 10 of 12
SCHEDULE II TO SCHEDULE 13D FOR EAST PEAK PARTNERS, L.P.
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Date of |
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Number |
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Price Per |
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Where/How |
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Transaction |
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Type |
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of Shares |
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Total Cost |
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Share |
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Transaction Effected |
East Peak Partners, L.P. |
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7/2/2007 |
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Buy |
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55,800 |
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$ |
1,027,423.08 |
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$ |
18.4126 |
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Open Market/Broker |
East Peak Partners, L.P. |
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7/3/2007 |
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Buy |
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25,900 |
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$ |
484,570.87 |
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$ |
18.7093 |
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Open Market/Broker |
East Peak Partners, L.P. |
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7/5/2007 |
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Buy |
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18,300 |
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$ |
343,042.65 |
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$ |
18.7455 |
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Open Market/Broker |
East Peak Partners, L.P. |
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7/6/2007 |
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Buy |
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89,300 |
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$ |
1,675,518.04 |
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$ |
18.7628 |
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Open Market/Broker |
East Peak Partners, L.P. |
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7/9/2007 |
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Buy |
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69,400 |
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$ |
1,302,547.78 |
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$ |
18.7687 |
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Open Market/Broker |
East Peak Partners, L.P. |
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7/9/2007 |
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Buy |
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10,700 |
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$ |
200,816.53 |
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$ |
18.7679 |
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Open Market/Broker |
East Peak Partners, L.P. |
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7/10/2007 |
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Buy |
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30,600 |
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$ |
575,010.72 |
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$ |
18.7912 |
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Open Market/Broker |
East Peak Partners, L.P. |
|
|
7/11/2007 |
|
|
Buy |
|
|
100,000 |
|
|
$ |
1,877,610.00 |
|
|
$ |
18.7761 |
|
|
Open Market/Broker |
East Peak Partners, L.P. |
|
|
7/12/2007 |
|
|
Buy |
|
|
100,000 |
|
|
$ |
1,883,750.00 |
|
|
$ |
18.8375 |
|
|
Open Market/Broker |
East Peak Partners, L.P. |
|
|
7/30/2007 |
|
|
Buy |
|
|
183,100 |
|
|
$ |
3,029,627.53 |
|
|
$ |
16.5463 |
|
|
Open Market/Broker |
East Peak Partners, L.P. |
|
|
7/31/2007 |
|
|
Buy |
|
|
20,000 |
|
|
$ |
333,200.00 |
|
|
$ |
16.6600 |
|
|
Open Market/Broker |
East Peak Partners, L.P. |
|
|
7/31/2007 |
|
|
Buy |
|
|
100,000 |
|
|
$ |
1,616,120.00 |
|
|
$ |
16.1612 |
|
|
Open Market/Broker |
East Peak Partners, L.P. |
|
|
7/31/2007 |
|
|
Buy |
|
|
96,900 |
|
|
$ |
1,599,024.42 |
|
|
$ |
16.5018 |
|
|
Open Market/Broker |
East Peak Partners, L.P. |
|
|
8/2/2007 |
|
|
Buy |
|
|
5,000 |
|
|
$ |
76,680.00 |
|
|
$ |
15.3360 |
|
|
Open Market/Broker |
East Peak Partners, L.P. |
|
|
8/3/2007 |
|
|
Buy |
|
|
85,000 |
|
|
$ |
1,295,068.50 |
|
|
$ |
15.2361 |
|
|
Open Market/Broker |
East Peak Partners, L.P. |
|
|
8/6/2007 |
|
|
Buy |
|
|
10,000 |
|
|
$ |
151,170.00 |
|
|
$ |
15.1170 |
|
|
Open Market/Broker |
Page 11 of 12
EXHIBIT A
Pursuant to Rule 13d-1(k) (1) (iii) of Regulation 13D-G of the General Rules and Regulations
of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended,
the undersigned agree that the statement to which this Exhibit is attached is filed on behalf of
each of them in the capacities set forth herein below.
DATED: August 8, 2007
| |
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EAST PEAK PARTNERS, L.P. |
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By: JGE CAPITAL MANAGEMENT, LLC |
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Its: General Partner |
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|
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By:
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/s/ Jeffrey G. Edwards |
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Jeffrey G. Edwards |
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Its: President |
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|
|
|
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JGE CAPITAL MANAGEMENT, LLC |
|
|
|
|
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|
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By:
|
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/s/ Jeffrey G. Edwards |
|
|
|
|
|
|
|
|
|
| |
|
Jeffrey G. Edwards |
|
|
| |
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Its: President |
|
|
|
|
|
|
|
|
|
| |
|
/s/ Jeffrey G. Edwards |
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|
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Jeffrey G. Edwards |
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Page 12 of 12