<PAGE> 1
As filed with the Securities and Exchange Commission on March 6, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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INVACARE CORPORATION
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(Exact name of registrant as specified in its charter)
Ohio
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(State or other jurisdiction of incorporation or organization)
95-2680965
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(I.R.S. Employer Identification No.)
899 Cleveland Street, P.O. Box 4028, Elyria, Ohio 44036 (216) 329-6000
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
A. Malachi Mixon, III
Chairman of the Board, President and
Chief Executive Officer Copy to:
INVACARE CORPORATION Dale C. LaPorte, Esq.
899 Cleveland Street Calfee, Halter & Griswold
P.O. Box 4028 800 Superior Avenue - Suite 1800
Elyria, Ohio 44036 Cleveland, Ohio 44114
(216) 329-6000 (216) 622-8200
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of the Registration Statement and after
compliance with applicable state and federal laws.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
<TABLE>
CALCULATION OF REGISTRATION FEE
==============================================================================================================
| <S> | <C> | <C> | <C> | <C> |
| Title of | | Proposed | Proposed | |
| each class of | | maximum | maximum | |
| securities | Amount | offering | aggregate | Amount of |
| to be | to be | price per | offering | registration |
| registered | registered | share (1) | price (1) | fee |
|----------------------|---------------------|--------------------|---------------------|--------------------|
| Common Shares, | | | | |
| without par value | 578,650 shares | $34.25 | $19,818,763 | $6,835 |
==============================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
<PAGE> 2
Subject to Completion, Dated March 6, 1995
PROSPECTUS
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INVACARE CORPORATION
578,650
COMMON SHARES
(without par value)
This Prospectus relates to the offer and sale of 578,650
Common Shares, without par value (the "Common Shares"), of Invacare
Corporation, an Ohio corporation (the "Company" or "Invacare"). All of the
Common Shares being registered may be offered and sold from time to time by
certain selling shareholders of the Company. See "Selling Shareholders." The
Company will not receive any proceeds from the sale of the Common Shares.
The Company's Common Shares are traded in the NASDAQ Stock
Market's National Market System under the symbol "IVCR." On March 3, 1995 the
last reported sale price for the Common Shares was $36.25 per share.
--------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
--------------------------------
No person has been authorized to give any information or to
make any representations other than those contained in this Prospectus
(including the material incorporated herein by reference) and, if given or
made, such information or representations must not be relied upon as having
been authorized by the Company or by any other person deemed to be an
underwriter. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy the shares covered by this Prospectus by anyone
in any state in which such offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so to
anyone to whom it is unlawful to make such offer or solicitation. Neither the
delivery of this Prospectus nor any sale made hereunder shall under any
circumstances create an implication that there has been no change in the
affairs of the Company since the date hereof.
--------------------------------
The date of this Prospectus is March __, 1995.
<PAGE> 3
THE COMPANY
Invacare Corporation, an Ohio corporation, has its principal
executive offices at 899 Cleveland Street, P.O. Box 4028, Elyria, Ohio 44036,
and its telephone number is (216) 329-6000. As used in this Prospectus, the
"Company" or "Invacare" shall refer to Invacare Corporation and its
consolidated subsidiaries, unless the context indicates otherwise.
The Company designs, manufactures and distributes an extensive
line of medical equipment for the home health care and extended care markets.
The Company's products include standard manual wheelchairs, motorized and
lightweight prescription wheelchairs, 3-wheeled motorized scooters, patient
aids, home care beds, home respiratory products and seating and positioning
products.
Information concerning financial results of the Company for
the year ended December 31, 1994 is set forth in a press release which is
attached to this Prospectus as Schedule 1.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission") which may be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549. Such reports, proxy statements and
other information filed by the Company are also available for inspection and
copying at the regional offices of the Commission located at: 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661; and at 7 World Trade Center, 13th
Floor, New York, New York 10048. Copies of such material also may be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 upon payment of prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company will provide, without charge, to each person to
whom this Prospectus is delivered, upon the written or oral request of such
person, a copy of any and all of the information that has been incorporated by
reference in this Prospectus (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically incorporated by
reference into the information that the Prospectus incorporates). Such request
should be directed to the Company's Shareholder Relations Department, 899
Cleveland Street, P.O. Box 4028, Elyria, Ohio 44036, telephone (216) 329-6000.
The Company hereby incorporates the following documents in
this Prospectus by reference, other than portions of such documents, which by
statute, by designation in such document or otherwise, are not deemed to be
filed with the Commission or are not required to be incorporated herein by
reference: (a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1993, as amended by Form 10-K/A No. 1; (b) the Company's
definitive Proxy Statement filed with the Commission pursuant to Section 14 of
the Exchange Act in connection with the Annual Meeting of Shareholders held on
April 15, 1994; (c) the Company's Quarterly Report on Form 10-Q for the three
months ended March 31, 1994; (d) the Company's Quarterly Report on Form 10-Q
for the three months and six months ended June 30, 1994; and (e) the Company's
Quarterly Report on Form 10-Q for the three months and nine months ended
September 30, 1994.
All documents subsequently filed pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of this
offering, other than the portions of such documents, which by statute, by
designation in such document or otherwise, are not deemed to be filed with the
Commission or are not required to be incorporated herein by reference, shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents.
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<PAGE> 4
SELLING SHAREHOLDERS
The Common Shares covered by this Prospectus are being offered
and sold by the shareholders of the Company listed below (the "Selling
Shareholders"). The following table shows as to each Selling Shareholder the
number of Common Shares and Class B Common Shares, without par value (the
"Class B Common Shares"), of the Company owned by each Selling Shareholder
prior to this offering and the number of Common Shares being registered hereby:
<TABLE>
<CAPTION>
Number Number of
Common Shares of Common Shares
Owned Prior Common Shares To Be Owned
Name to Offering Registered After Offering
- ---- -------------- ------------------ --------------
<S> <C> <C> <C>
The 1994 Joseph B. Richey
Charitable Trust1 . . . . . . . . . . 349,480 279,584 69,896
The 1994 deWayne G. Richey
Charitable Trust2 . . . . . . . . . . 373,832 299,066 74,766
------- ------- ------
Total . . . . . . . . 723,312 578,650 144,662
======= ======= =======
</TABLE>
______________
1 Joseph B. Richey, II is the settlor and has a reversionary interest in
The 1994 Joseph B. Richey Charitable Trust (the "J.B. Richey Trust").
James P. Oliver is the Trustee of the J.B. Richey Trust and is also
the Trustee of the D. Richey Trust described in footnote 2 below.
Joseph B. Richey, II also beneficially owns 20,551 Common Shares,
326,831 Class B Common Shares and has the right, pursuant to the
exercise of options exercisable within 60 days of the date hereof, to
purchase an aggregate of up to 140,765 Common Shares. Joseph B.
Richey, II has been a Director of the Company since 1980 and an
executive officer of the Company since 1985 and is the brother of
deWayne G. Richey, M.D.
2 deWayne G. Richey, M.D. is the settlor and has a reversionary interest
in The 1994 deWayne G. Richey Charitable Trust (the "D. Richey
Trust"). Mr. Oliver is the Trustee of the D. Richey Trust and deWayne
Richey is the brother of Joseph B. Richey, II. deWayne G. Richey,
M.D. also owns 76,168 Class B Common Shares.
MANNER OF OFFERING
Sales may be made in the over-the-counter market or otherwise
at prices and at terms then prevailing or at prices related to the then current
market price, or in negotiated transactions. The shares may be sold by one or
more of the following: (a) a block trade in which the broker or dealer so
engaged will attempt to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; and (c) ordinary brokerage transactions
and transactions in which the broker solicits purchasers. In effecting sales,
brokers or dealers engaged by the Selling Shareholders may arrange for other
brokers or dealers to participate. Brokers or dealers will receive commissions
or discounts from Selling Shareholders in amounts to be negotiated immediately
prior to sale. Such brokers or dealers may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act"), in connection with such sales, and any commissions received by them and
profit on any resale of the Common Shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act. In addition,
any securities covered by this
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<PAGE> 5
Prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule
144 rather than pursuant to this Prospectus.
The Company has advised the Selling Shareholders of their
obligations under the Exchange Act to avoid market manipulation of the Common
Shares (including, without limitation, their obligation not to purchase or
solicit purchases by others of any of the Common Shares during the two business
days preceding the commencement of any offers or sales of the Common Shares by
any of the Selling Shareholders) until the offering pursuant to this Prospectus
by all Selling Shareholders has been completed.
The Company has also advised the Selling Shareholders of their
obligations under the Securities Act to deliver copies of this Prospectus to
any purchaser of their Common Shares.
DESCRIPTION OF CAPITAL STOCK
The Company's Amended and Restated Articles of Incorporation (the
"Articles") authorize the issuance of 62,300,000 shares consisting of 300,000
Serial Preferred Shares, without par value, issuable in series (the "Serial
Preferred Shares"), 50,000,000 Common Shares and 12,000,000 Class B Common
Shares, without par value ("Class B Common Shares"). As of March 1, 1995, no
Serial Preferred Shares, 11,237,904 Common Shares and 3,300,698 Class B Common
Shares were outstanding. All presently outstanding Common Shares of the
Company to be sold by the Selling Shareholders have been duly authorized and
validly issued, and are fully paid and nonassessable.
The Class B Common Shares and Common Shares are identical in all
material respects except that (i) Class B Common Shares entitle the holders
thereof to ten votes per share on all matters, (ii) Common Shares entitle the
holders thereof to receive cash dividends, if and when declared by the
Directors, at a rate of at least 110% of cash dividends paid on the Class B
Common Shares and (iii) the Class B Common Shares are subject to certain
restrictions on transfer. The Class B Common Shares are not transferable
except in certain very limited instances to family members and trusts,
charitable foundations for the benefit of or controlled by family members and
to employees who are participants in certain employee benefit plans
(collectively, "Permitted Transferees"). These restrictions on transfer may be
removed by the Board of Directors if the Board determines that the restrictions
may have a material adverse effect on the liquidity, marketability or market
value of the outstanding Common Shares.
The Class B Common Shares are fully convertible at any time into
Common Shares on a share-for-share basis and will automatically be converted
into Common Shares upon any purported transfer to non-Permitted Transferees.
Once a Class B Common Share has been converted into a Common Share, such Common
Share cannot thereafter be re-converted into a Class B Common Share. Because
the Class B Common Shares will at all times be convertible into Common Shares
on a share-for-share basis, holders of Class B Common Shares will be able to
sell the equity interest represented by their Class B Common Shares to persons
who are not Permitted Transferees by converting such shares into Common Shares.
Additional Class B Common Shares can be issued only in connection with stock
dividends on and stock splits of the Class B Common Shares.
Except as set forth below (and as provided by law and in the Company's
Articles now in effect), all matters submitted to a vote of shareholders will
be voted on by holders of Common Shares and Class B Common Shares voting
together as a single class. The affirmative votes of the holders of a majority
of the outstanding Common Shares and of the Class B Common Shares, each voting
separately as a class, are required to authorize (i) additional Class B Common
Shares, (ii) modification or repeal of the limitations described above on
issuances of Class B Common Shares, and (iii) other amendments to the Articles
(other than increases in the number of authorized Common Shares) that alter or
change the designations or powers or the preferences, qualifications,
limitations, restrictions or the relative or special rights of either the Class
B Common Shares or the Common Shares so as to affect them adversely.
Except with respect to cash dividends, the Common Shares and the Class
B Common Shares rank equally and have equal rights per share with respect to
all distributions, including distributions upon liquidation of the Company and
consideration to be received upon a merger or consolidation of the Company or a
sale of all or substantially all of the Company's assets. In the case of stock
dividends or stock splits, however, only Common
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<PAGE> 6
Shares can be distributed in respect of Common Shares and only Class B Common
Shares can be distributed in respect of Class B Common Shares.
Neither Common Shares nor Class B Common Shares can be split, divided
or combined unless all outstanding shares of the other are correspondingly
split, divided or combined.
Under Article IV of the Company's Articles, the affirmative vote of
the holders of at least two-thirds of the voting power of the Company is
required (in addition to any separate vote of any other class of securities of
the Company which may be required by the terms of such securities) in order to
effect a merger, consolidation, sale, lease or exchange of substantially all
the assets of the Company where the other party to the transaction, including
its affiliates and associated persons, is a holder, directly or indirectly, of
10% or more of the outstanding shares of any class of the Company's securities
entitled to vote at a meeting called to consider such a proposed transaction as
of the record date used to determine the shareholders entitled to vote upon
such transaction (such party being hereinafter referred to as a "Related
Person"). The Board of Directors acting in good faith must make a conclusive
determination as to whether the proposed transaction involves a Related Person.
The requirement for approval by a two-thirds vote is not applicable to
proposals which received the formal approval of the Board of Directors prior to
the acquisition of the 10% share interest by the Related Person; provided that,
with respect to any proposed transaction as to which the two-thirds voting
requirement would otherwise be applicable, there has also been disclosure to
all shareholders of any inducements in connection with the proposed transaction
offered to officers and Directors of the Company which are not extended to all
shareholders.
Because of the restrictions on transfer of the Class B Common Shares,
over time Class B Common Shares having ten votes will (unless the Directors
determine to remove such restrictions) be converted into Common Shares having
one vote. Accordingly, the holders of Class B Common Shares who continue to
hold their stock will realize over time an increase in their relative voting
power in the Company. Since executive officers and Directors beneficially own
approximately 41.0% of the Class B Common Shares representing approximately
30.2% of the total voting power of the Company as of December 31, 1994, if they
continue to hold their Class B Common Shares for the foreseeable future, the
degree of control of the Company by these officers and Directors and their
percentage of the total voting power of the Company will beneficially increase
over time. Thus, transactions with Related Persons will not be possible under
most conditions unless the officers and Directors are in favor thereof.
Conversely, the officers and Directors may possess sufficient voting power to
approve a transaction even where the transaction is opposed by the majority of
holders of Common Shares.
The Board of Directors presently consists of nine members divided into
three classes. The Directors of the class elected at each Annual Meeting of
Shareholders hold office for a term of three years. The right of shareholders
to cumulate votes for candidates in the election of Directors has been
eliminated.
It is possible that the provisions regarding division of the Board
into classes and the above-described voting requirements will discourage
certain other companies from making a tender offer for the Company's shares.
These provisions could have the additional effect of inhibiting certain changes
in management and also may prevent temporary fluctuations in the market price
of the Company's shares which often result from actual or rumored takeover
attempts. It is also possible that such provisions could make it more
difficult to accomplish a transaction which outside shareholders may deem to be
in their best interests. The provisions of Article IV of the Company's
Articles can be changed or amended only by an affirmative vote of the holders
of at least two-thirds of the Company's then outstanding voting power.
RIGHTS PLAN.
On April 2, 1991, the Board of Directors of the Company adopted a
Shareholder Rights Plan pursuant to a Rights Agreement (the "Rights
Agreement"), dated as of April 2, 1991, entered into by and between the Company
and a local bank, and declared a dividend distribution of one Right for each
outstanding Common Share and Class B Common Share, payable on April 15, 1991 to
the shareholders of record on April 15, 1991. The Rights are not exercisable
until the earlier to occur of (i) 10 days following a public announcement that
a person or group of affiliated or associated persons (an "Acquiring Person")
has acquired, or obtained the right to acquire, beneficial ownership of 30% or
more of the outstanding voting power of the Company or (ii) 10 days following
the commencement of a tender offer or exchange offer for 30% or more of the
outstanding voting power of the
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<PAGE> 7
Company (the earlier of such dates being called the "Distribution Date"). Once
exercisable, each Right entitles the registered holder to purchase from the
Company one-half of one Common Share at a price of $50 per one-half share (the
"Purchase Price"), subject to adjustment. Although holders of Class B Common
Shares and holders of Common Shares are treated equally under the Rights
Agreement, the Rights entitle such holders to purchase Common Shares and not
Class B Common Shares.
In the event that the Company is acquired by an Acquiring Person in a
merger or other business combination transaction, or 50% or more of its assets
or earning power are sold to an Acquiring Person, proper provision shall be
made so that each holder of a Right, other than Rights that are or were
beneficially owned by the Acquiring Person after the date upon which the
Acquiring Person became such (which will thereafter be void), shall thereafter
have the right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common stock (or, under
certain circumstances, an economically equivalent security or securities) of
the surviving or resulting entity or, under certain conditions, of the
Acquiring Person, which at the time of such transaction would have a market
value of two times the exercise price of the Right. In the event that an
Acquiring Person merges into the Company and the Company's Common Shares are
not changed or exchanged, or in the event that an Acquiring Person engages in
one of a number of self-dealing transactions specified in the Rights Agreement,
proper provision shall be made so that each holder of a Right, other than
Rights that are or were beneficially owned by the Acquiring Person after the
date upon which the Acquiring Person became such (which will thereafter be
void), will thereafter have the right to receive upon exercise thereof at the
then current exercise price of the Right, that number of Common Shares having a
market value of two times the exercise price of the Right.
At any time prior to the tenth day following a public announcement
that a person or group of affiliated or associated persons has acquired
beneficial ownership of 30% or more of the outstanding voting power of the
Company, the Company may redeem the Rights in whole, but not in part, at a
price of $.01 per Right (the "Redemption Price"). In addition, under certain
circumstances, the Company may redeem the Rights in whole, but not in part, at
the Redemption Price, in the event an Acquiring Person reduces its ownership
below 5% of the outstanding voting power or upon a merger or consolidation of
the Company with or into a corporation which is not an Acquiring Person if such
merger or consolidation is approved by a majority of the members of the Board
of Directors who are not affiliated with an Acquiring Person and are not
officers or employees of the Company and who have served on the board since
prior to the time an Acquiring Person became an Acquiring Person. The Rights,
which have no voting power, will expire on April 15, 2001 unless earlier
redeemed by the Company as described above.
CERTAIN PROVISIONS OF OHIO LAW
As an Ohio corporation, the Company is subject to certain provisions
of Ohio law which may discourage or render more difficult an unsolicited
takeover of the Company. Among these are provisions that (i) prohibit certain
mergers, sales of assets, issuances or purchases of securities, liquidation or
dissolution, or reclassifications of the then outstanding shares of an Ohio
corporation involving certain holders of stock representing 10% or more of the
voting power (other than present shareholders), unless such transactions are
either approved by the Directors in office prior to the 10% shareholder
becoming such or involve a 10% shareholder which has been such for at least
three years and certain minimum price and form of consideration requirements
are met; and (ii) provide Ohio corporations a cause of action to recover
profits realized under certain circumstances by persons engaged in
"greenmailing" or otherwise engaged in the sale of securities of a corporation
within 18 months of proposing to acquire such corporation.
In addition, pursuant to Section 1701.831 of the Ohio Revised Code,
the acquisition of certain levels of voting power of the Company (one-fifth or
more, one-third or more, or a majority) can be made only with the prior
authorization of the holders of at least a majority of the total voting power
of the Company and the separate prior authorization of the holders of at least
a majority of the voting power held by shareholders other than the proposed
acquirer, officers of the Company and Directors of the Company who are also
employees. To the extent that holders of Class B Common Shares elect over time
to convert their Class B Common Shares into Common Shares in order to effect
sales, the relative voting power of officers and Directors of the Company could
be substantially increased and acquisitions of the foregoing levels of voting
power by third parties may not be possible unless officers and Directors of the
Company are in favor thereof.
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<PAGE> 8
The staggered terms of Directors currently prescribed by the Company's
Code of Regulations, together with the Company's capital structure and the
absence of cumulative voting, substantially limit the ability of shareholders
to change the Board of Directors or management, even if such actions were
favored by a majority of the holders of Common Shares. In addition, the
current provisions of Article IV of the Company's Articles and the Rights
Agreement discussed above, when combined with the Company's capital structure,
will in all likelihood eliminate the acquisition of control of the Company by a
third party without the approval of the Directors.
SERIAL PREFERRED SHARES
Under the current Articles, any Serial Preferred Shares which are
issued by the Company would entitle the holder thereof to one vote per share
and Serial Preferred Shares would, under most conditions, vote together with
the Common Shares and the Class B Common Shares as a single class. The
Articles also grant to the holders of Serial Preferred Shares, and to the
holders of separate series thereof, the right to vote as a separate class on
certain limited issues which directly affect the rights of the holders of the
Serial Preferred Shares (or a series thereof) or establish a class of shares
which rank prior to the Serial Preferred Shares. There are no issued and
outstanding Serial Preferred Shares.
TRANSFER AGENT AND REGISTRAR
National City Bank, N.A., Cleveland, Ohio is the transfer agent and
registrar for the Company's Common Shares and its Class B Common Shares.
VALIDITY OF SHARES
The validity of the Common Shares offered hereby will be
passed upon by Calfee, Halter & Griswold, 800 Superior Avenue, Suite 1800,
Cleveland, Ohio 44114-2688.
EXPERTS
The consolidated financial statements and schedules of the
Company appearing in its Annual Report on Form 10-K as amended on Form 10-K/A
No. 1 for the year ended December 31, 1993 have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. The consolidated financial
statements and schedules referred to above are incorporated herein by
reference in reliance upon such report given upon the authority of such firm
as experts in accounting and auditing.
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<PAGE> 9
SCHEDULE 1
----------
FOR IMMEDIATE RELEASE MEDIA INQUIRIES:
KATHY OBERT
(216) 781-2400
INVESTOR INQUIRIES:
Thomas R. Miklich
(216) 329-6111
INVACARE REPORTS RECORD YEAR
ELYRIA, OHIO, FEBRUARY 21, 1995 -- Invacare Corporation (NASDAQ/NMS:IVCR), the
world's leading manufacturer and distributor of home medical equipment, today
reported record sales and earnings for the fourth quarter and year ending
December 31, 1994.
Earnings per share were $1.78 for the year, a 19% increase
over 1993. Net income rose to $26,377,000 compared to $22,110,000 last year, an
increase of 19%; and, net sales were up 13% to $411,123,000.
Earnings per share for the fourth quarter were $.61 representing a 20% increase
over the comparable period in 1993. Net income for the quarter increased 19%
to $9,020,000 while net sales rose 15% to $115,350,000.
A. Malachi Mixon III, chairman, president and chief executive officer, said,
"We are pleased by the sales and profit performance of the Company in 1994, as
our return on sales increased to 6.4% and our return on equity to 19.5%. These
important financial measures exceed those of our major competitors and compare
very favorably with the returns for industry in general." Mixon added, "Cash
flow continued to be strong as the Company's debt-to-equity ratio declined
despite the increased investment required to fund additional installment
receivables in the Company's financing arm, Invalease, and two acquisitions,
Genus Medical, Ontario, Canada and Rehadap, S.A., Gerona, Spain." Further
commenting on 1994 results, Mixon stated, "The Company's home care products
were exceptionally strong throughout 1994; and with the introduction of the
Storm series of power wheelchairs, rehab product sales growth strengthened in
the last half of the year. The Company's European operations' sales growth
also accelerated in the third and fourth quarters with sales increases of 13%
and 20%, respectively."
Mixon added, "We have strengthened and focused our management team to meet the
challenges of a changing market in 1995. With favorable sales and profit
trends continuing early in 1995 for both Europe and the U.S., we are confident
that the Company's growth in revenues, market share and earnings will continue,
despite a period of rising raw material costs."
Invacare's corporate
headquarters are in Elyria, Ohio with plants in the U.S., Canada, Mexico, New
Zealand, Germany, France and the United Kingdom. Products are distributed
worldwide through more than 10,000 dealer locations.
(More)
<PAGE> 10
INVACARE REPORTS RECORD YEAR-- P. 2 (CONTINUED)
INVACARE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
<TABLE>
<CAPTION>
Three Months Ended Year to Date
December 31, December 31,
In thousands, except per-share data 1994 1993 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $115,350 $100,700 $411,123 $365,457
Cost of products sold 76,084 67,260 278,041 246,953
-------- -------- -------- --------
Gross Profit 39,266 33,440 133,082 118,504
Selling, general and administrative expense 24,357 21,053 89,346 81,635
-------- -------- -------- --------
Income from Operations 14,909 12,387 43,736 36,869
Interest income 1,757 1,225 6,373 5,255
Interest expense (2,336) (1,962) (8,232) (8,614)
-------- -------- -------- --------
Earnings before income taxes 14,330 11,650 41,877 33,510
Income taxes 5,310 4,096 15,500 11,400
-------- -------- -------- --------
NET INCOME $9,020 $7,554 $26,377 $22,110
======== ======== ======== ========
EARNINGS PER SHARE $0.61 $0.51 $1.78 $1.50
======== ======== ======== ========
Weighted average shares outstanding 14,894 14,750 14,848 14,738
======== ======== ======== ========
</TABLE>
INVACARE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
December 31, December 31,
In thousands 1994 1993
---- ----
<S> <C> <C>
Assets
CURRENT ASSETS $179,791 $156,191
OTHER ASSETS 28,840 17,341
PROPERTY AND EQUIPMENT, net 55,919 52,480
GOODWILL, net 72,915 60,355
-------- --------
TOTAL ASSETS $337,465 $286,367
======== ========
Liabilities and Shareholders' Equity
CURRENT LIABILITIES $70,448 $60,913
LONG-TERM OBLIGATIONS 103,010 90,492
SHAREHOLDERS' EQUITY 164,007 134,962
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $337,465 $286,367
======== ========
</TABLE>
<PAGE> 11
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS.
Item 14. Other Expenses of Issuance and Distribution.
--------------------------------------------
The following table sets forth the estimated expenses payable
by the Registrant in connection with the sale and distribution of the Common
Shares registered hereby:
<TABLE>
<S> <C>
SEC Registration Fee . . . . . . . . . . . . . . . . . . . . . $ 6,850
Fees and Expenses of Counsel . . . . . . . . . . . . . . . . . 7,500
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . 2,500
-------
Total . . . . . . . . . . . . . . . . . . . . . . . $16,850
</TABLE>
Item 15. Indemnification of Directors and Officers.
------------------------------------------
Under certain circumstances provided in Article V of the Registrant's
Code of Regulations, as amended, and subject to Section 1701.13 of the Ohio
Revised Code (which sets forth the conditions and limitations governing the
indemnification of officers, directors and other persons), the Registrant will
indemnify any Director or officer or any former Director or officer of the
Registrant against expenses, including attorney's fees, judgments, fines and
amounts paid in settlement, actually and reasonably incurred by him by reason
of the fact that he is or was such Director or officer in connection with any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative. A copy of Article V of the
Registrant's Code of Regulations, as amended, is included herein as Exhibit
4(b).
The Registrant has entered into indemnity agreements (the "Indemnity
Agreements") with the current Directors and executive officers of the
Registrant and expects to enter into similar agreements with any Director or
executive officer elected or appointed in the future at the time of their
election or appointment.
Pursuant to the Indemnity Agreements, the Registrant will indemnify a
Director or executive officer of the Registrant (the "Indemnitee") if the
Indemnitee is a party to or otherwise involved in any legal proceeding by
reason of the fact that the Indemnitee is or was a Director or executive
officer of the Registrant, or is or was serving at the request of the
Registrant in certain capacities with another entity, against all expenses,
judgments, settlements, fines and penalties, actually and reasonably incurred
by the Indemnitee in connection with the defense or settlement of such
proceeding. Indemnity is only available if the Indemnitee acted in good faith
and in a manner which he reasonably believed to be in, or not opposed to, the
best interests of the Registrant. The same coverage is provided whether or not
the suit or proceeding is a derivative action. Derivative actions may be
defined as actions brought by one or more shareholders of a corporation to
enforce a corporate right or to prevent or remedy a wrong to the corporation in
cases where the corporation, because it is controlled by the wrongdoers or for
other reasons, fails or refuses to take appropriate action for its own
protection.
The Indemnity Agreements mandate advancement of expenses to the
Indemnitee if the Indemnitee provides the Registrant with a written promise to
repay the advanced amounts in the event that it is determined that the conduct
of the Indemnitee has not met the applicable standard of conduct. In addition,
the Indemnity Agreements provide various procedures and presumptions in favor
of the Indemnitee's right to receive indemnification under the Indemnity
Agreement. A copy of the form of Indemnity Agreement is included herein as
Exhibit 99(b).
Under the Registrant's Executive Liability Insurance and Defense
Coverage Insurance Policy, each Director and certain officers of the Registrant
are insured against certain liabilities, including liabilities arising under
the Securities Act. A copy of such insurance policy is included herein as
Exhibit (99)(c).
Item 16. Exhibits.
---------
See the Exhibit Index at page E-1 of this Registration
Statement.
II-1
<PAGE> 12
Item 17. Undertakings.
-------------
(1) The undersigned Registrant hereby undertakes:
(a) To file, during the period in which offers or
sales are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
event arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not
previous disclosed in the registration
statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(b) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(2) The undersigned Registrant hereby undertakes that for
the purpose of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted for Directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a Director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such Director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-2
<PAGE> 13
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED IN THE CITY OF CLEVELAND AND STATE OF OHIO, ON THE 3RD DAY OF
MARCH, 1995.
Invacare Corporation
/s/ A. Malachi Mixon, III
By -----------------------------------
A. Malachi Mixon, III, Chairman of the
Board, President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below, constitutes and appoints Thomas R. Miklich, Dale C.
LaPorte and Douglas A. Neary, or any one of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution for him or her
and his or her name, place and stead, in any and all capacities, to sign any or
all amendments or post-effective amendments to this Registration Statement, and
to file the same, with all Exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, or any one of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully and to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any one of them, or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED AND ON THE 3RD DAY OF MARCH, 1995.
Signature Title
--------- -----
/s/ A. Malachi Mixon, III Chairman of the Board of
_____________________________________________ Directors, President and
A. Malachi Mixon, III Chief Executive Officer
(Principal Executive Officer)
/s/ Thomas R. Miklich Treasurer and Chief
_____________________________________________ Financial Officer (Principal
Thomas R. Miklich Financial and Accounting
Officer)
/s/ Francis J. Callahan, Jr.
_____________________________________________ Director
Francis J. Callahan, Jr.
/s/ Frank B. Carr
_____________________________________________ Director
Frank B. Carr
/s/ William M. Weber
_____________________________________________ Director
William M. Weber
/s/ Whitney Evans
_____________________________________________ Director
Whitney Evans
/s/ Michael F. Delaney
_____________________________________________ Director
Michael F. Delaney
/s/ Dan T. Moore, III
_____________________________________________ Director
Dan T. Moore, III
/s/ E. Patrick Nalley
_____________________________________________ Director
E. Patrick Nalley
/s/ Joseph B. Richey, II
_____________________________________________ Director
Joseph B. Richey, II
373/12873ABD.400
II-3
<PAGE> 14
<TABLE>
INVACARE CORPORATION
EXHIBIT INDEX
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION OF DOCUMENT PAGE NO.
------ ----------------------- --------
<S> <C> <C>
4(a) Amended and Restated Articles of Incorporation of the Registrant, as (A)
amended on May 29, 1987 and May 27, 1992.
4(b) Code of Regulations of the Registrant, as amended on April 7, 1984. (B)
4(c) Specimen Share Certificate of Common Shares, as revised. (C)
4(d) Specimen Share Certificate of Class B Common Shares, as revised. (C)
5 Opinion of Calfee, Halter & Griswold regarding the validity of the
issuance of the Common Shares being offered.
23(a) Consent of Ernst & Young.
23(b) Consent of Calfee, Halter & Griswold (See Exhibit 5).
24 Power of Attorney and related certified resolution.
99(a) Press Release of the Registrant.
99(b) Form of Indemnity Agreements of the Registrant. (C)
99(c) Executive Liability and Defense Coverage Insurance Policy. (C)
99(d) Rights Agreement between the Registrant and National City
Bank, as Rights Agent, dated as of April 2, 1991. (D)
<FN>
___________________
(A) Incorporated herein by reference to Exhibit A of the Company's
Definitive Proxy Statement used in connection with the Annual
Meeting of Shareholders held on May 28, 1987 and the
shareholder resolution set forth on page 8 of the Company's
Definitive Proxy Statement used in connection with the Annual
Meeting of Shareholders held on May 27, 1992.
(B) Incorporated herein by reference to the appropriate exhibit to
the Company's Report on Form 10-K for the fiscal year ended
December 31, 1984.
(C) Incorporated herein by reference to the appropriate exhibit to
the Company's Registration Statement on Form S-3 (Reg. No. 33-
40168).
(D) Incorporated herein by reference to the appropriate exhibit to
the Company's Registration Statement on Form 8-A, filed with
the Securities and Exchange Commission on April 5, 1991.
</TABLE>
373/12873ABD.400
E-1
<PAGE> 1
Exhibit 5
-----------
CALFEE, HALTER & GRISWOLD
Columbus Office: Attorneys at Law Cleveland
Suite 1500 Suite 1800 Telecopier (216) 241-0816
88 East Broad Street 800 Superior Avenue
Columbus, Ohio 43215-3506 (216) 622-8200
(614) 621-1500
Telecopier (614) 621-0010
March 6, 1995
Invacare Corporation
899 Cleveland Street
P.O. Box 4028
Elyria, Ohio 44036
In connection with the filing by Invacare Corporation, an Ohio
corporation (the "Company"), with the Securities and Exchange Commission under
the provisions of the Securities Act of 1933, as amended, of a Registration
Statement on Form S-3 with respect to 578,650 Common Shares, without par value,
of the Company (the "Shares"), to be sold by the selling shareholders named in
the Registration Statement (the "Selling Shareholders"), we have examined the
following: (i) the Amended Articles of Incorporation and Code of Regulations
of the Company, as the same are currently in effect; (ii) the form of
Registration Statement on Form S-3 (including Exhibits thereto) to be filed
with the Securities and Exchange Commission; and (iii) such other documents as
we deemed it necessary to examine as a basis for the opinions hereinafter
expressed.
Based upon the foregoing, we are of the opinion that:
(i) The Company is incorporated and validly existing
under the laws of the State of Ohio.
(ii) The Shares to be sold by the Selling Shareholders in
the manner contemplated by the Registration Statement have been duly authorized
and legally issued, and are fully paid and nonassessable.
We are attorneys licensed to practice law in the State of
Ohio. The opinions expressed herein are limited solely to the laws of the
State of Ohio and we express no opinion under the laws of any other
jurisdiction.
This opinion is delivered to you solely in connection with the
filing of the Registration Statement with respect to the Shares, and this
letter and the opinions stated herein may not be relied upon for any other
purpose or by any person other than the Directors and officers of the Company.
We consent to the filing of this opinion with the Registration
Statement and to the use of our name therein under the caption "Validity of
Shares."
Respectfully submitted,
/s/ CALFEE, HALTER & GRISWOLD
------------------------------
CALFEE, HALTER & GRISWOLD
373/12873ABD.400
<PAGE> 1
Exhibit 23(a)
CONSENT OF
INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
this Registration Statement (Form S-3) and related Prospectus of Invacare
Corporation for the registration of 578,650 of its Common Shares and to
the incorporation by reference therein of our report dated February 23, 1994,
with respect to the consolidated financial statements and schedules of Invacare
Corporation included in its Annual Report (Form 10-K as amended by Form 10-K/A
No. 1) for the year ended December 31, 1993, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
----------------------
ERNST & YOUNG LLP
Cleveland, Ohio
March 3, 1995
<PAGE> 1
EXHIBIT 24
INVACARE CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Invacare Corporation
hereby constitutes and appoints Thomas R. Miklich, Dale C. LaPorte and Douglas
A. Neary, or any one or more of them, its attorneys-in-fact and agents, each
with full power of substitution and resubstitution for it in any and all
capacities, to sign any or all amendments or post-effective amendments to this
Registration Statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto each of such attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifying and confirming
all that each of such attorneys-in-fact and agents or his substitute or
substitutes may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed at
Cleveland, Ohio this 3rd day of March, 1995.
INVACARE CORPORATION
/s/ Thomas R. Miklich
By:_____________________________________
Thomas R. Miklich,
Chief Financial Officer and
Secretary
373/12873ABD.400
<PAGE> 2
EXHIBIT 24
(Continued)
INVACARE CORPORATION
CERTIFIED RESOLUTION
I, Thomas R. Miklich, Secretary of Invacare Corporation, an
Ohio corporation (the "Company"), do hereby certify that the following is a
true copy of a resolution adopted by the Board of Directors effective as of
March 1, 1995, and that the same has not been changed and remains in full force
and effect.
RESOLVED: That each of Thomas R. Miklich, Dale C. LaPorte and
Douglas A. Neary is hereby appointed as the attorney of the Company will full
power of substitution and resubstitution for and in the name, place and stead
of the Company to sign, attest and file the Registration Statement on Form S-3,
or any other appropriate form that may be used from time to time, with respect
to the Registrable Shares, and any and all amendments and Exhibits to such
Registration Statement and any and all applications or other documents to be
filed with the SEC or any and all applications or other documents to be filed
with any governmental or private agency or official relative to the issuance of
said Common Shares, with full power and authority to do and perform any and all
acts and things whatsoever requisite and necessary to be done in the premises,
hereby ratifying and approving the acts of such attorneys or any such
substitute or substitutes and, without implied limitation, including in the
above the authority to do the foregoing things on behalf of the Company in the
name of the person so acting or on behalf and in the name of any duly
authorized officer of the Company; and that the Chairman of the Board,
President and Chief Executive Officer of the Company or the Chief Financial
Officer of the Company is hereby authorized, for and on behalf of the Company,
to execute a Power of Attorney evidencing the foregoing.
/s/ Thomas R. Miklich
----------------------------
Thomas R. Miklich, Secretary
Dated: March 3, 1995
373/12873ABD.400
<PAGE> 1
EXHIBIT 99(A)
-------------
FOR IMMEDIATE RELEASE MEDIA INQUIRIES:
KATHY OBERT
(216) 781-2400
INVESTOR INQUIRIES:
Thomas R. Miklich
(216) 329-6111
INVACARE REPORTS RECORD YEAR
ELYRIA, OHIO, FEBRUARY 21, 1995 -- Invacare Corporation (NASDAQ/NMS:IVCR), the
world's leading manufacturer and distributor of home medical equipment, today
reported record sales and earnings for the fourth quarter and year ending
December 31, 1994.
Earnings per share were $1.78 for the year, a 19% increase
over 1993. Net income rose to $26,377,000 compared to $22,110,000 last year, an
increase of 19%; and, net sales were up 13% to $411,123,000.
Earnings per share for the fourth quarter were $.61 representing a 20% increase
over the comparable period in 1993. Net income for the quarter increased 19%
to $9,020,000 while net sales rose 15% to $115,350,000.
A. Malachi Mixon III, chairman, president and chief executive officer, said,
"We are pleased by the sales and profit performance of the Company in 1994, as
our return on sales increased to 6.4% and our return on equity to 19.5%. These
important financial measures exceed those of our major competitors and compare
very favorably with the returns for industry in general." Mixon added, "Cash
flow continued to be strong as the Company's debt-to-equity ratio declined
despite the increased investment required to fund additional installment
receivables in the Company's financing arm, Invalease, and two acquisitions,
Genus Medical, Ontario, Canada and Rehadap, S.A., Gerona, Spain." Further
commenting on 1994 results, Mixon stated, "The Company's home care products
were exceptionally strong throughout 1994; and with the introduction of the
Storm series of power wheelchairs, rehab product sales growth strengthened in
the last half of the year. The Company's European operations' sales growth
also accelerated in the third and fourth quarters with sales increases of 13%
and 20%, respectively."
Mixon added, "We have strengthened and focused our management team to meet the
challenges of a changing market in 1995. With favorable sales and profit
trends continuing early in 1995 for both Europe and the U.S., we are confident
that the Company's growth in revenues, market share and earnings will continue,
despite a period of rising raw material costs."
Invacare's corporate
headquarters are in Elyria, Ohio with plants in the U.S., Canada, Mexico, New
Zealand, Germany, France and the United Kingdom. Products are distributed
worldwide through more than 10,000 dealer locations.
(More)
<PAGE> 2
INVACARE REPORTS RECORD YEAR-- P. 2 (CONTINUED)
INVACARE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
<TABLE>
<CAPTION>
Three Months Ended Year to Date
December 31, December 31,
In thousands, except per-share data 1994 1993 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $115,350 $100,700 $411,123 $365,457
Cost of products sold 76,084 67,260 278,041 246,953
-------- -------- -------- --------
Gross Profit 39,266 33,440 133,082 118,504
Selling, general and administrative expense 24,357 21,053 89,346 81,635
-------- -------- -------- --------
Income from Operations 14,909 12,387 43,736 36,869
Interest income 1,757 1,225 6,373 5,255
Interest expense (2,336) (1,962) (8,232) (8,614)
-------- -------- -------- --------
Earnings before income taxes 14,330 11,650 41,877 33,510
Income taxes 5,310 4,096 15,500 11,400
-------- -------- -------- --------
NET INCOME $9,020 $7,554 $26,377 $22,110
======== ======== ======== ========
EARNINGS PER SHARE $0.61 $0.51 $1.78 $1.50
======== ======== ======== ========
Weighted average shares outstanding 14,894 14,750 14,848 14,738
======== ======== ======== ========
</TABLE>
INVACARE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
December 31, December 31,
In thousands 1994 1993
---- ----
<S> <C> <C>
Assets
CURRENT ASSETS $179,791 $156,191
OTHER ASSETS 28,840 17,341
PROPERTY AND EQUIPMENT, net 55,919 52,480
GOODWILL, net 72,915 60,355
-------- --------
TOTAL ASSETS $337,465 $286,367
======== ========
Liabilities and Shareholders' Equity
CURRENT LIABILITIES $70,448 $60,913
LONG-TERM OBLIGATIONS 103,010 90,492
SHAREHOLDERS' EQUITY 164,007 134,962
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $337,465 $286,367
======== ========
</TABLE>
