<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant / /
Filed by a party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
HEALTHDYNE TECHNOLOGIES, INC.
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(Name of Registrant as Specified In Its Charter)
INVACARE CORPORATION
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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NEWS RELEASE
[MACKENZIE PARTNERS, INC. LETTERHEAD]
CONTACT:
Mark H. Harnett
MacKenzie Partners, Inc.
(212) 929-5877
FOR IMMEDIATE RELEASE:
INVACARE ACCEPTS BINDING JULY 30 DATE
FOR HEALTHDYNE TECHNOLOGIES ANNUAL MEETING
ELYRIA, OHIO -- April 28, 1997 -- Invacare Corporation (NASDAQ/NMS:IVCR)
announced today that Healthdyne Technologies, Inc. (NASDAQ/NMS:HDTC) and
Invacare have agreed to a consent order regarding Healthdyne's Annual Meeting.
The consent order, which has been entered by the judge in the Georgia
litigation, requires Healthdyne to hold its Annual Meeting on July 30, 1997,
without any further extension or delay, so long as Invacare does not change the
price or form of consideration offered in its tender offer within fifteen days
before the meeting date. If Invacare changes the price or form of
consideration in its offer, the consent order limits any delay of the Annual
Meeting to no more than fifteen days after such change.
A. Malachi Mixon, III, Invacare's Chairman and Chief Executive Officer said, "We
are pleased that we could come to an agreement with Healthdyne regarding the
scheduling of the Annual Meeting which allows both sides to avoid further,
unnecessary legal expenses with respect to this issue. Our primary interest in
initiating this part of the litigation was to have Healthdyne schedule the
Annual Meeting so that shareholders could act on our offer."
"Since, as we have said before, our $13.50 offer -- which represents a more than
52% premium over the trading price at the time our original acquisition proposal
was made and reflects a multiple substantially in excess of those that exist for
comparable companies in the industry -- is based on Healthdyne's potential to
achieve a turnaround and perform at a considerably higher level than it has over
its last two fiscal years, we welcome the opportunity to review Healthdyne's
second quarter results."
"This agreement with respect to the Annual Meeting demonstrates that an open
dialogue on issues can lead to a resolution acceptable to both Invacare and
Healthdyne. Therefore, I once again invite Mr. Petit to sit down with us to
discuss all aspects of our proposal so that we can reach agreement on a
transaction that creates value for the shareholders of both companies."
As previously announced, Invacare is proposing a slate of seven director
nominees and a set of corporate governance by-law amendments for consideration
by shareholders at the annual meeting. The proposed amendments are designed to
facilitate the change in the Board and the consummation of Invacare's
fully-financed, premium tender offer; to prevent manipulation by the current
Board of Healthdyne's by-laws and of the size of the Board to be elected at the
annual meeting; to allow for a special meeting to be called by shareholders
owning 10% of the Company's stock; and to cause the existing Board to eliminate
the Company's "dead-hand" pill provisions.
Invacare's $13.50 per share tender offer for all outstanding shares of
Healthdyne common stock is currently scheduled to expire at 6:00 p.m. on Monday,
April 28, 1997, unless extended in the manner described in the Offer to Purchase
dated January 27, 1997, as amended and supplemented by the Supplement thereto
dated April 4, 1997.
# # #
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Invacare/Healthdyne
April 28, 1997
Page Two
PARTICIPANT INFORMATION
Invacare may solicit proxies for Healthdyne's 1997 annual meeting with respect
to the above-described nominees and proposals. Besides Invacare and the
nominees, other participants in this solicitation may include the following
directors and/or executive officers of Invacare: A. Malachi Mixon, III
(Chairman, Chief Executive Officer and Director), Gerald B. Blouch (President,
Chief Operating Officer and Director), Thomas R. Miklich (Chief Financial
Officer, Secretary, General Counsel and Treasurer), Joseph B. Richey, II (Senior
Vice President--Total Quality Management and Director), Donald P. Andersen
(Group Vice President--Respiratory Products) and Louis F.J. Slangen (Senior Vice
President--Sales & Marketing). Although Salomon Brothers Inc ("Salomon
Brothers"), which is acting as dealer manager in connection with the tender
offer and serving as financial advisor to Invacare in connection with the
proposed acquisition of Healthdyne, does not admit that it or any of its
directors, officers, employees or affiliates is a "participant", as defined in
Schedule 14A promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, or that such Schedule 14A requires
the disclosure of certain information concerning them, the following employees
of Salomon Brothers may assist Invacare in such a solicitation: Scott Wilson
(Managing Director), Wilder Fulford (Managing Director), John Fowler (Managing
Director), John Chambers (Director) and Sarah Barnes (Vice President).
Invacare beneficially owns an aggregate of 600,000 shares of Healthdyne's common
stock. Salomon Brothers will receive customary financial advisor and dealer
manager fees, reimbursement and indemnification from Invacare in connection with
the tender offer and any acquisition by Invacare of Healthdyne. Salomon Brothers
will not receive any additional fee for or in connection with assisting in any
solicitation of proxies. Salomon Brothers engages in a full range of investment
banking, securities trading, market-making and brokerage services for
institutional and individual clients. In the ordinary course of its business,
Salomon Brothers maintains customary arrangements and effects transactions in
the securities of Healthdyne for the accounts of its customers. As a result of
its engagement by Invacare, Salomon Brothers has restricted its proprietary
trading in the securities of Healthdyne (although it may still execute trades
for customers on an unsolicited agency basis).
