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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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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
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-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.
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and 0-11.
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[INVACARE LETTERHEAD]
July 23, 1997
DEAR FELLOW HEALTHDYNE SHAREHOLDER:
YOU DECIDE IF HEALTHDYNE IS SERIOUS ABOUT A SALE TRANSACTION
-Since January, Healthdyne has insisted that the Company was NOT FOR SALE.
-On June 23, Healthdyne announced that it would "explore alternatives . . .
including a possible merger or acquisition of Healthdyne Technologies with
or by another party and possible transactions employing leverage to deliver
value to shareholders."
-On June 27, in a letter from Healthdyne Chairman Parker Petit to me, Petit
said, "We have already created value for the shareholders . . . by
developing and executing a strategic plan . . . "
-On July 7, a Healthdyne press release stated that "we hope to announce a
value enhancing transaction in the next several weeks"--WITHOUT ANY
EXPLANATION OF WHAT TYPE OF TRANSACTION MIGHT OCCUR.
-NOW, IN ITS LATEST LETTER TO YOU ON JULY 11, HEALTHDYNE SAYS THAT IT HOPES
TO INCREASE SHARE VALUE "EITHER BY PURSUING OUR STRATEGIC PLAN . . . OR
ENGAGING IN A TRANSACTION."
DO HEALTHDYNE'S PRONOUNCEMENTS SOUND LIKE A SINCERE INTENTION TO MAXIMIZE VALUE
NOW BY SELLING TO THE HIGHEST BIDDER?
THERE ARE ONLY A FEW DAYS LEFT TO VOTE -- WHERE IS MANAGEMENT'S DEAL?
You can decide for yourself if the Company is reneging in its "promises" to
shareholders. In our view, Healthdyne pursuing its "strategic plan" means
NOTHING will change. NOT ONCE HAS HEALTHDYNE COMMITTED TO SELLING THE COMPANY.
EVEN IF THEY WERE SERIOUS, WHAT INCENTIVE WILL THEY HAVE TO PURSUE ANY
TRANSACTION IF THEY GET RE-ELECTED FOR ANOTHER YEAR?
Furthermore, as a significant Healthdyne shareholder, we are concerned that
their "engaging in a transaction" (including those which would "employ
leverage") may not result in a sale of the Company, but instead means a
recapitalization or share buyback.
OF COURSE, THIS WOULD MEAN THAT NOTHING WILL CHANGE EXCEPT FOR AN INCREASE
IN THE COMPANY'S DEBT LOAD, SOME FINANCIAL ENGINEERING, AND A MANAGEMENT
ENTRENCHED EVEN FURTHER.
WHO WILL KEEP THE PRESSURE ON THE BOARD IN THE FUTURE?
We have done everything we can to try to bring a substantial premium to
Healthdyne shareholders. We have proposed a slate of nominees committed to
promptly auctioning the Company to the best bidder--BE IT TO INVACARE OR ANY
OTHER WILLING AND BONA FIDE BUYER--using our offer as a floor.
OF COURSE, SHAREHOLDERS WILL HAVE THE ULTIMATE POWER TO ACCEPT OR REJECT ANY
ACTUAL SALE NEGOTIATED BY THE NEW BOARD.
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Remember--if you do not elect our nominees at the annual meeting, we intend
to act to protect our investment by selling some or all of our shares (which
represent almost 5% of Healthdyne's shares) depending on market and other
conditions.
CONSIDER WHAT COULD HAPPEN TO THE PRICE OF YOUR SHARES IF HEALTHDYNE'S BOARD
IS RE-ELECTED AND WE ARE NO LONGER AROUND TO KEEP PRESSURE ON THEM TO SELL THE
COMPANY.
VOTE FOR OUR PROPOSALS TO SUPPORT SHAREHOLDER DEMOCRACY
We encourage you to vote FOR all four of the shareholder proposals, which
support the rights of shareholders to have the final say over several important
corporate governance issues.
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In particular, the Special Meeting Proposal (Proposal 5 on the GOLD proxy
card) gives Healthdyne shareholders an effective means of calling a special
meeting to consider replacing the Board by reducing the supermajority vote
currently required to call a special meeting. In addition, the proposal
would prevent undue delay of the meeting and guarantee a reasonable time
period for shareholders to consider all the issues.
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Also, the Dead-Hand Elimination Proposal (Proposal 3 on the GOLD proxy
card) is the strongest possible action shareholders could take to reject
the dead hand provision of the Company's poison pill.(1)
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Even if you do not choose to support the Invacare nominees, you should
still vote FOR all four shareholder proposals on management's blue proxy
card or on our GOLD card.
PROTECT YOUR RIGHTS AS SHAREHOLDERS
It should be clear by now, however, that the Healthdyne Board should not be
trusted to sell the Company. We urge you to vote for the only nominees committed
to delivering to you the best price and terms for your shares now. IF YOU HAVE
QUESTIONS OR NEED ASSISTANCE IN VOTING YOUR SHARES, PLEASE CALL MACKENZIE
PARTNERS, INC. TOLL FREE AT (800) 322-2885.
VOTE YOUR GOLD PROXY CARD TODAY!
We appreciate your consideration of our nominees and shareholder proposals.
Sincerely,
A. MALACHI MIXON, III
CHAIRMAN OF THE BOARD &
CHIEF EXECUTIVE OFFICER
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(1) Although the Dead-Hand Elimination Proposal is intended to be legally
binding on the Board, it will not be so unless Invacare's appeal of the
district court's position is successful. Invacare is confident that it will
succeed on appeal. In any case, the proposal will at the very least send a
powerful message that shareholders strongly object to the Company's dead
hand provisions.
