<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
HEALTHDYNE TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
INVACARE CORPORATION
- --------------------------------------------------------------------------------
(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:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(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):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / 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:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
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<PAGE>
1997 ANNUAL MEETING OF SHAREHOLDERS
OF
HEALTHDYNE TECHNOLOGIES, INC.
------------------
SUPPLEMENT DATED JULY 14, 1997
TO
PROXY STATEMENT
OF
INVACARE CORPORATION
------------------
PLEASE SIGN, DATE AND RETURN THE ENCLOSED GOLD PROXY CARD,
AND DO NOT EXECUTE ANY BLUE PROXY CARD SENT TO YOU BY HEALTHDYNE, AS IT MAY
REVOKE YOUR GOLD PROXY CARD.
This Supplement amends and supplements the Proxy Statement dated June 27,
1997 (the "Proxy Statement") and, together with the accompanying GOLD Annual
Meeting proxy card, is furnished in connection with the solicitation of proxies
by Invacare Corporation ("Invacare") and its wholly owned subsidiary I.H.H.
Corp. ("I.H.H."), to be used at the 1997 Annual Meeting of Shareholders of
Healthdyne Technologies, Inc. ("Healthdyne") to be held at 10:30 a.m. local
time, on Wednesday, July 30, 1997 at 1350 Parkway Place, Suite 320, Marietta,
Georgia 30067 and at any adjournments or postponements thereof (the "Annual
Meeting"). Capitalized terms used but not defined in this Supplement have the
meaning ascribed to them in the Proxy Statement.
INVACARE IS NOW SOLICITING YOUR PROXY IN SUPPORT OF THE ELECTION OF ONLY
FOUR OF ITS ORIGINAL SEVEN NOMINEES NAMED BELOW (INVACARE'S "NOMINEES") TO
CONSTITUTE A SIMPLE MAJORITY OF HEALTHDYNE'S BOARD OF DIRECTORS. As a result of
the withdrawal of three of Invacare's original nominees, it is expected that a
minority of three of the current incumbent directors will be re-elected to the
Board without opposition. Invacare has adjusted its nominee slate in light of
rulings by the Court against Invacare in the Defensive Tactics Litigation
regarding the "dead-hand pill" restrictions of Healthdyne's poison pill and the
fact that, although Invacare is appealing the Court's rulings, the appellate
court has indicated it will not review the rulings until after the Annual
Meeting. See "Election of Directors" and "Defensive Tactics Litigation Update"
in this Supplement.
All the Nominees are accomplished businessmen and are chairmen, chief
executive officers and/or directors of public companies. ALL FOUR OF THE
NOMINEES CONTINUE TO BE COMMITTED TO TAKING ALL SUCH ACTIONS NECESSARY OR
APPROPRIATE (TO THE BEST OF THEIR ABILITY AND SUBJECT TO ANY FIDUCIARY DUTIES
THEY WOULD HAVE AS DIRECTORS) TO CONDUCT A PROMPT AUCTION AND SALE OF HEALTHDYNE
AT THE BEST AVAILABLE PRICE AND TERMS (THE "HEALTHDYNE SALE"), EVEN IF INVACARE
IS NOT THE SUCCESSFUL BIDDER.
INVACARE CONTINUES TO SOLICIT YOUR PROXY IN SUPPORT OF THE ADOPTION OF ALL
FOUR OF ITS PROPOSALS. Although the Court in the Defensive Tactics Litigation
ruled that the by-law amendment proposed by Invacare's Dead-Hand Elimination
Proposal, even if validly adopted by the shareholders at the Annual Meeting,
would not be legally binding on the Healthdyne Board of Directors, Invacare is
appealing this ruling and continues to intend to make this Proposal at the
Annual Meeting. Invacare believes that shareholder approval of this Proposal
will, if the appeal is successful, require the Healthdyne Board of Directors to
remove the "dead hand pill" restrictions and, in any case, will at the least
serve as an advisory statement by the shareholders that they demand the Board
remove such restrictions. See "The Proposals--Dead-Hand Elimination Proposal"
and "Defensive Tactics Litigation Update" in this Supplement. IF ADOPTED, THE
PROPOSALS WILL FURTHER FACILITATE THE HEALTHDYNE SALE.
IF, LIKE US, YOU BELIEVE THAT YOU SHOULD HAVE THE OPPORTUNITY TO DECIDE THE
FUTURE OF YOUR COMPANY AND THAT YOU SHOULD HAVE THE CHANCE TO ACCEPT OR APPROVE
A SALE OF HEALTHDYNE AT THE BEST AVAILABLE PRICE AND TERMS, INVACARE URGES YOU
TO VOTE YOUR GOLD ANNUAL MEETING PROXY CARD FOR EACH OF THE FOUR NOMINEES AND
FOR ADOPTION OF EACH OF ITS PROPOSALS.
THIS SUPPLEMENT IS INTENDED TO BE READ IN CONJUNCTION WITH THE PROXY
STATEMENT. If you have not received a copy of the Proxy Statement, please
contact MacKenzie Partners, Inc. in any of the manners set forth on the back
cover of this Supplement.
<PAGE>
ELECTION OF DIRECTORS
On July 3, 1997, the Court in the Defensive Tactics Litigation ruled that it
would not enjoin the "dead hand pill" restrictions in Healthdyne's poison pill
and Invacare's Dead-Hand Elimination Proposal to amend Healthdyne's By-Laws to
require immediate removal of the "dead hand pill" restrictions would not be
binding on Healthdyne's Board of Directors. Invacare has appealed these rulings
and believes that its appeal should ultimately be successful, but the appellate
court has declined to expedite the proceedings so as to render a decision before
the Annual Meeting. See "Defensive Tactics Litigation Update", below.
Accordingly, Invacare has decided to adjust its slate and now seeks to elect
its four remaining Nominees--Messrs. Donald F. Hastings, Jon H. Outcalt, James
Allen Rutherford and Bill R. Sanford --to constitute a simple majority of the
seven-member Board of Directors of Healthdyne.
Invacare believes that Healthdyne's shareholders should be entitled to elect
candidates of their choosing to each and every Board seat. However, electing all
seven of Invacare's original nominees at this time without retaining any
incumbent "continuing directors" would, absent a reversal of the Court's
decision, pose a risk that the new Board--elected specifically to conduct an
auction and sell Healthdyne at the best available price and terms
promptly--would be unable to do just that because Healthdyne's "dead hand pill"
restrictions would require "continuing directors" to nullify the poison pill and
permit the Healthdyne Sale to go forward. (For more information about
Healthdyne's poison pill and the "dead hand pill" restrictions, see "Terms and
Conditions of the Offer--The Rights Condition" in the Proxy Statement.) That
risk would be unacceptable to Invacare both as a major Healthdyne shareholder
and as a responsible corporate citizen.
Invacare continues to believe that the "dead hand pill" restrictions are
illegal and intends to pursue its appeal on this matter as expeditiously as
possible. However, until the "dead hand pill" restrictions are invalidated or
removed, the presence of three "continuing directors" as a minority of
Healthdyne's Board will permit a Healthdyne Sale approved by two of them (and by
a majority of the entire Board) to go forward.
If elected, the four Nominees intend to use their majority position to
proceed with their mandate to auction and sell Healthdyne promptly to the best
of their ability. If Invacare's appeal is successful, a new Board with the four
Nominees as a majority will be fully empowered to negotiate a Healthdyne Sale at
the best available price and terms which can be presented to Healthdyne's
shareholders, free of any need for separate approval by any "continuing
directors." Of course, the shareholders will always have the ultimate power of
whether to accept or approve any particular transaction negotiated by the Board.
Which three incumbent directors will remain on the board as minority
"continuing directors" if the four Nominees are elected to a majority will be up
to Healthdyne's shareholders, and may well include Parker H. Petit, the current
chairman, and Craig B. Reynolds, Healthdyne's President and CEO.
While Invacare would have far preferred to present a full slate of nominees,
and has only taken this action in light of the uncertainty surrounding a
district court decision that Invacare strongly believes to be in error, Invacare
notes that this approach of leaving a minority of "continuing directors" on the
Board was specifically suggested numerous times by Healthdyne itself (and by
virtually all of its directors) in Healthdyne's defense of the "dead hand pill"
restrictions in the Defensive Tactics Litigation. As they themselves have noted
in their litigation papers, the incumbent directors' actions as minority
continuing directors will be subject to their fiduciary duties to you, and the
four Nominees intend, if elected, to insist that the remaining minority act in a
responsible manner and respect the mandate delivered by the shareholders at the
Annual Meeting to auction and sell Healthdyne promptly at the best available
price and terms.
2
<PAGE>
For your reference, information about the four Nominees originally set forth
in the Proxy Statement is repeated below:
<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
PRINCIPAL BUSINESS ADDRESS DURING LAST FIVE YEARS; CURRENT DIRECTORSHIPS
- --------------------------------------------- ------------------------------------------------------------------
<S> <C>
Donald F. Hastings, 68....................... Chairman of the Board, The Lincoln Electric Company, a welding
22801 St. Claire Avenue products manufacturer, since 1992. Also Chief Executive Officer of
Cleveland, Ohio 44117 The Lincoln Electric Company from 1992 to 1996. President and
Chief Operating Officer of The Lincoln Electric Company from 1987
to 1992.
Jon H. Outcalt, 61........................... Chairman of the Board of NCS HealthCare, Inc., a provider of
3201 Enterprise Parkway, #220 pharmacy services to long-term care institutions, since 1986.
Beachwood, Ohio 44122 Senior Vice President of Alliance Capital Management L.P., an
investment management firm, from 1975 to 1995. Currently a member
of the Board of Directors of Myers Industries, Inc. and Ohio
Savings Financial Corp.
James Allen Rutherford, 51................... Chairman and Managing Director of Wingset Investments Ltd. and
15 S. High St. President of Wingset, Inc., technology venture funds, from 1993 to
P.O. Box 166 present. Former Chairman of Countrysport, Inc., a sports book
New Albany, Ohio 43054 publisher, from 1994 to 1996. Retired from position of Chairman,
Goal Systems International, Inc., a software vending company, in
1992. Currently a member of the Board of Directors of Ciber Inc.
and Symix Systems, Inc.
Bill R. Sanford, 53.......................... Chairman of the Board, President and Chief Executive Officer of
5960 Heisley Road STERIS Corporation, an infection prevention and surgical support
Mentor, Ohio 44060 company, since 1987. Currently a member of the Board of Directors
of KeyBank, N.A.
</TABLE>
Invacare believes that it is in your best interests to elect its four
Nominees at the Annual Meeting. ALL FOUR OF THE NOMINEES CONTINUE TO BE
COMMITTED TO TAKING ALL SUCH ACTIONS NECESSARY OR APPROPRIATE (TO THE BEST OF
THEIR ABILITY AND SUBJECT TO ANY FIDUCIARY DUTIES THEY WOULD HAVE AS DIRECTORS)
TO CONDUCT A PROMPT AUCTION AND SALE OF HEALTHDYNE AT THE BEST AVAILABLE PRICE
AND TERMS.
INVACARE STRONGLY RECOMMENDS A VOTE FOR
ELECTION OF ITS FOUR NOMINEES
3
<PAGE>
THE PROPOSALS
Invacare is continuing to solicit proxies in support of all four Proposals
set forth in the Proxy Statement:
NUMBER OF DIRECTORS PROPOSAL. Invacare continues to strongly recommend that
you vote FOR its Proposal to amend Healthdyne's By-Laws to set the maximum
number of directors at seven. The Number of Directors Proposal has added
importance in light of the lessened number of Nominees as it will prevent the
current Board of Directors from frustrating the ability of the shareholders to
elect the four Nominees to constitute a majority of the Board. For further
information regarding the Number of Directors Proposal, see "The
Proposals--Number of Directors Proposal" in the Proxy Statement.
DEAD-HAND ELIMINATION PROPOSAL. Invacare continues to strongly recommend
that you vote FOR the Dead-Hand Elimination Proposal. Although the Court in the
Defensive Tactics Litigation ruled that the by-law amendment proposed by the
Dead-Hand Elimination Proposal, even if validly adopted by the shareholders at
the Annual Meeting, would not be legally binding on the Healthdyne Board of
Directors, Invacare is appealing this ruling and continues to intend to make
this Proposal at the Annual Meeting. See "Defensive Tactics Litigation Update",
below.
Invacare believes that shareholder approval of this Proposal will, if the
appeal is successful, require the Healthdyne Board of Directors to remove the
"dead hand pill" restrictions and, in any case, as described in the Proxy
Statement, will at the least serve as an advisory statement by the shareholders
that they demand the Board remove such restrictions. Invacare specifically notes
that in its supplemental notice delivered to Healthdyne on March 24, 1997 (see
"Background of Acquisition Proposal" in the Proxy Statement) it formally
notified Healthdyne within the applicable notification period under the By-Laws
that "[a]ll of the Shareholder Proposals . . . would be intended to be binding
on the Board of Directors of the Company to the fullest extent permitted by
law." For more information regarding the Dead-Hand Elimination Proposal, see
"The Proposals--Dead-Hand Elimination Proposal" in the Proxy Statement.
In its July 7, 1997 release announcing the Court's decision, Healthdyne
claimed that the Court's ruling meant that the Dead-Hand Elimination Proposal
"may not be submitted to shareholders for a vote at the Annual Meeting". In its
July 11, 1997 letter to shareholders, Healthdyne indicated that it would
continue to solicit proxies in respect of the Dead-Hand Elimination Proposal but
did not intend to "tabulate or count any votes received" in respect of the
Dead-Hand Elimination Proposal so long as the Court's ruling stood. However, for
the reasons stated above, among others, Invacare believes that the Court's order
did not affect Healthdyne's obligations to permit the shareholders to vote on
the Dead-Hand Elimination Proposal and that Invacare remains entitled to make
the Dead-Hand Elimination Proposal at the Annual Meeting, to have it submitted
for a shareholder vote, and to have the result of such vote calculated and
announced, although Invacare acknowledges that adoption of the Dead-Hand
Elimination Proposal will have no legally binding effect upon Healthdyne's Board
of Directors unless the Court's decision is overruled. Accordingly, Invacare has
requested that the Court in the Defensive Tactics Litigation make clear that its
order does not affect any obligations Healthdyne has to present the Dead-Hand
Elimination Proposal for a vote at the Annual Meeting and have the results of
such vote calculated and reported. Alternatively, if the Court's order was
intended to have any such effect, Invacare has requested that those aspects of
the order be stayed pending appeal. See "Defensive Tactics Litigation Update",
below.
BY-LAWS REPEAL PROPOSAL. Invacare continues to strongly recommend that you
vote FOR the By-Laws Repeal Proposal for the reasons stated in the Proxy
Statement. See "The Proposals--By-Laws Repeal Proposal" in the Proxy Statement.
SPECIAL MEETING PROPOSAL. Invacare continues to strongly recommend that you
vote FOR the Special Meeting Proposal for the reasons stated in the Proxy
Statement. See "The Proposals--Special Meeting Proposal" in the Proxy Statement.
4
<PAGE>
BACKGROUND OF ACQUISITION PROPOSAL UPDATE
On June 27, 1997, Parker H. Petit, Chairman of Healthdyne, sent a letter to
A. Malachi Mixon, III, Chairman and Chief Executive Officer of Invacare, in
which Mr. Petit stated, among other things, that Healthdyne had only "recently
begun in earnest" the "process of exploring alternatives". On June 30, 1997, Mr.
Petit and Craig B. Reynolds, President and Chief Executive Officer of
Healthdyne, sent a letter to shareholders in which, among other things, they
reiterated that they had "just recently begun to explore alternatives", but that
"there could be no assurance that these talks will result in a transaction." On
July 7, 1997, Healthdyne issued a press release in which, among other things,
Mr. Petit said that, while nothing was certain, Healthdyne hoped to announce a
"value enhancing transaction" in "the next several weeks". All three of these
communications conspicuously failed to declare that the Board of Directors was
committed to a sale of Healthdyne.
On July 7, 1997, the Parent issued a press release in which, among other
things, A. Malachi Mixon, III, Chairman and Chief Executive Officer of Invacare,
stated, "We are very skeptical that any deal is imminent between Healthdyne and
a third party acquirer. We suspect this is a ruse designed merely to persuade
shareholders to re-elect the incumbent board, which has said for more than six
months that the company is not for sale." Mr. Mixon added, "Healthdyne has left
unanswered the fundamental question as to whether this value enhancing
transaction is a sale or some lesser transaction designed solely to evade
shareholder criticism." Mr. Mixon pointed out that, "The nominees on the Gold
Proxy are the only nominees who have been willing to commit to a fair auction
process in which all parties have expressed an interest in acquiring Healthdyne
will be asked by the new Board to put their best bids on the table."
On July 10, 1997, Healthdyne issued a press release announcing its
second-quarter earnings information. In it, Mr. Petit stated that there had been
"exceptional growth" and that Healthdyne looked forward to "continuing to
deliver increased value", but nowhere in the press release was there any mention
of any efforts or progress in "exploring alternatives" or any discussion of a
"value enhancing transaction".
On July 11, 1997, Invacare issued a press release announcing the reduction
in the number of its nominees and responding to Healthdyne's earnings release.
Also on July 11, Healthdyne sent additional letters to its shareholders in
which, among other things, it claimed that it was "exploring alternatives" and
"engaging in discussions", but did not confirm earlier claims of hopes that a
"value enhancing transaction" would be announced within the "next several weeks"
and yet again wholly failed to commit to a sale of the company. Instead, they
repeatedly emphasized that they were committed only to "increasing the value of
your interest in Healthdyne".
DEFENSIVE TACTICS LITIGATION UPDATE
On July 3, 1997, the Court issued an order denying Invacare's Motion for
Preliminary Injunction to declare the "dead-hand pill" restrictions of the
Rights Agreement invalid and granting Healthdyne's Motion for Summary Judgment
regarding the Dead-Hand Elimination Proposal. Invacare immediately filed a
notice of appeal with the Eleventh Circuit (the "Appellate Court"), as well as a
motion to expedite the appeal in order for it to be heard and decided prior to
the Annual Meeting. On July 7, 1997, Healthdyne opposed Invacare's motion for
expedited appeal.
On July 10, 1997, the Appellate Court denied Invacare's motion to expedite
the appeal for decision prior to the Annual Meeting. Invacare continues to
believe that the Court's rulings are in error and intends to pursue its appeal
as expeditiously as possible.
On July 14, 1997, Invacare filed an emergency motion with the Court seeking
(i) a clarification of the Court's order stating that the order does not affect
any obligations Healthdyne otherwise has to permit Invacare to make the
Dead-Hand Elimination Proposal or to call it for a vote at the Annual Meeting
and have the results of such vote calculated and reported, or (ii) in the
alternative, if the Court's order was intended to have any such effect, a
limited stay of those aspects of the order pending appeal.
5
<PAGE>
PROXY PROCEDURES
In order for your views on the above-described matters to be represented at
the Annual Meeting, please sign and date the enclosed GOLD Annual Meeting proxy
card and return it to Invacare, c/o MacKenzie Partners, Inc., 156 Fifth Avenue,
New York, New York 10010, in the enclosed envelope, or by fax to (212) 929-0308,
in time to be voted at the Annual Meeting. Execution of the GOLD Annual Meeting
proxy card will not affect your right to attend the Annual Meeting and vote in
person. Any proxy may be revoked at any time prior to the Annual Meeting by
delivering a written notice of revocation or a later dated proxy for the Annual
Meeting to Invacare or to the Secretary of Healthdyne, or by voting in person at
the Annual Meeting. Although a revocation is effective if delivered to
Healthdyne, Invacare requests that either the original or copies of all
revocations be mailed or faxed to Invacare in care of MacKenzie Partners at the
address or facsimile number set forth on the back cover of this Supplement so
that Invacare will be aware of all revocations and can more accurately determine
how many proxies have been received from the holders of record on the Record
Date of outstanding Shares.
Any GOLD Annual Meeting proxy card, whether the one enclosed herewith or one
previously sent to you, may be used to vote FOR the election of Invacare's
Nominees or FOR the adoption of the Proposals, although using a GOLD Annual
Meeting proxy card previously sent to you will confer authority to vote in the
election of directors only for Invacare's four remaining Nominees and not for
its three withdrawn nominees. Accordingly, if you have previously delivered a
signed GOLD Annual Meeting proxy card to Invacare and have not executed a
later-dated blue Annual Meeting proxy card from Healthdyne or otherwise revoked
the proxy delivered to Invacare, you do not need to take any further action for
such GOLD Annual Meeting proxy card to be voted in accordance with your
instructions on such card (except with respect to Invacare's three withdrawn
nominees).
If you vote FOR any of Invacare's four Nominees using the GOLD Annual
Meeting proxy card, you will not be able to also vote in respect of any of the
remaining positions on the Board of Directors. IT IS NOT POSSIBLE TO VOTE USING
BOTH THE GOLD ANNUAL MEETING PROXY CARD AND THE BLUE ANNUAL MEETING PROXY CARD
SENT TO YOU BY HEALTHDYNE. ACCORDINGLY, IF YOU WISH TO VOTE FOR ANY OF THE
NOMINEES BUT ALSO WISH TO VOTE FOR ANY OF THE INCUMBENT DIRECTORS FOR THE
REMAINING POSITIONS, YOU MAY DO SO BY VOTING IN PERSON AT THE ANNUAL MEETING--DO
NOT USE THE BLUE ANNUAL MEETING PROXY CARD SENT TO YOU BY HEALTHDYNE. Only your
latest dated proxy for the Annual Meeting will count, unless you vote in person
at the Annual Meeting, in which case all of your prior proxies will be revoked.
If you attend the Annual Meeting, representatives of Invacare from MacKenzie
Partners will be present (wearing GOLD badges) to assist you in voting.
IF ANY OF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK
NOMINEE OR OTHER INSTITUTION, ONLY IT CAN VOTE SUCH SHARES AND ONLY UPON RECEIPT
OF YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY, YOU SHOULD CONTACT THE PERSON
RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT PERSON TO EXECUTE THE GOLD ANNUAL
MEETING PROXY CARD AS SOON AS POSSIBLE. If you wish to attend the Annual Meeting
to vote in person any Shares held for you in the name of a brokerage firm, bank,
bank nominee or other institution, you will need to bring with you a legal proxy
executed by such institution. For assistance in obtaining such legal proxy from
your institution, you may contact MacKenzie Partners in any of the manners
specified on the back page of this Supplement.
------------------------
PLEASE INDICATE YOUR SUPPORT OF THE FOUR NOMINEES AND THE PROPOSALS BY
COMPLETING, SIGNING AND DATING THE ENCLOSED GOLD ANNUAL MEETING PROXY CARD AND
RETURNING IT PROMPTLY TO INVACARE, C/O MACKENZIE PARTNERS, INC., 156 FIFTH
AVENUE, NEW YORK, NEW YORK 10010, IN THE ENCLOSED ENVELOPE, OR BY FAX TO (212)
929-0308. NO POSTAGE IS NECESSARY IF THE ENVELOPE IS MAILED IN THE UNITED
STATES.
INVACARE CORPORATION
July 14, 1997
6
<PAGE>
IMPORTANT
Your proxy is important. No matter how many or few Shares you own, please
give Invacare your proxy FOR the election of its Nominees and Proposals by:
SIGNING the GOLD Annual Meeting proxy card,
DATING the GOLD Annual Meeting proxy card and
MAILING the GOLD Annual Meeting proxy card TODAY in the envelope provided
(no postage is required if mailed in the United States) OR FAXING BOTH SIDES of
the GOLD Annual Meeting proxy card TODAY to the number provided below.
If you have already submitted a blue proxy card to Healthdyne for the Annual
Meeting, you may change your vote to a vote FOR the election of Invacare's four
Nominees and vote FOR its Proposals by signing, dating and returning the GOLD
Annual Meeting proxy card, which must be dated after any proxy you may have
submitted to Healthdyne. Only your latest dated proxy for the Annual Meeting
will count at such meeting.
If you have any questions or require any additional information concerning
this Supplement, the Proxy Statement or the proposal by Invacare to acquire
Healthdyne, please contact MacKenzie Partners, Inc. at the address set forth
below. IF ANY OF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK,
BANK NOMINEE OR OTHER INSTITUTION, ONLY IT CAN VOTE SUCH SHARES AND ONLY UPON
RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY, YOU SHOULD CONTACT THE
PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT PERSON TO EXECUTE THE GOLD
ANNUAL MEETING PROXY CARD AS SOON AS POSSIBLE.
MACKENZIE PARTNERS, INC.
156 FIFTH AVENUE
NEW YORK, NY 10010
(212) 929-5500 (CALL COLLECT)
OR
CALL TOLL FREE (800) 322-2885
FACSIMILE (212) 929-0308
<PAGE>
GOLD PROXY HEALTHDYNE TECHNOLOGIES, INC.
ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED BY INVACARE CORPORATION
The undersigned shareholder of Healthdyne Technologies, Inc. hereby appoints
Gerald B. Blouch, Thomas R. Miklich and Joseph B. Richey, II and each of them
with full power of substitution, for and in the name of the undersigned, to
represent and to vote, as designated below, all shares of Common Stock, par
value $0.01 per share, of Healthdyne Technologies, Inc. that the undersigned is
entitled to vote if personally present at the 1997 Annual Meeting of
Shareholders of Healthdyne Technologies, Inc., to be held at 1350 Parkway Place,
Suite 320, Marietta, Georgia 30067, at 10:30 a.m. local time, on Wednesday, July
30, 1997, and including at any adjournments or postponements thereof. The
undersigned hereby revokes any previous proxies with respect to the matters
covered by this Proxy.
INVACARE CORPORATION WILL PROPOSE AND RECOMMENDS A VOTE FOR PROPOSALS 1, 2, 3, 4
AND 5.
(Please mark each proposal with an "X" in the appropriate box)
<TABLE>
<CAPTION>
1. ELECTION OF DIRECTORS:
<S> <C>
Election of Donald F. Hastings, Jon H. Outcalt, James Allen
Rutherford and Bill R. Sanford as Directors whose terms
expire in 1998.
/ / FOR ALL NOMINEES EXCEPT AS MARKED BELOW
/ / WITHHOLD AUTHORITY FOR ALL NOMINEES
(INSTRUCTION: To withhold authority to vote for one or more
nominees, mark FOR above and print the name(s) of the
person(s) with respect to whom you wish to withhold authority
to vote in the space provided below):
2. AMEND HEALTHDYNE TECHNOLOGIES, INC.'S BY-LAWS TO SET THE
MAXIMUM NUMBER OF DIRECTORS AT SEVEN:
/ / FOR / / AGAINST
/ / ABSTAIN
AMEND HEALTHDYNE TECHNOLOGIES, INC.'S BY-LAWS TO PROVIDE THAT
3. HEALTHDYNE'S BOARD OF DIRECTORS HAS NO AUTHORITY TO IMPOSE OR
PERMIT TO EXIST "DEAD-HAND PILL" AND SIMILAR LIMITATIONS ON
FUTURE BOARDS OF DIRECTORS, AND TO PROVIDE THAT THE FAILURE
BY THE INCUMBENT BOARD TO REMOVE ALL SUCH LIMITATIONS PRIOR
TO THE ELECTION OF DIRECTORS AT THE 1997 ANNUAL MEETING WILL
BE A VIOLATION OF THE BY-LAWS:
/ / FOR / / AGAINST
/ / ABSTAIN
4. REPEAL CERTAIN PROVISIONS OF HEALTHDYNE TECHNOLOGIES, INC.'S
BY-LAWS:
/ / FOR / / AGAINST
/ / ABSTAIN
AMEND HEALTHDYNE TECHNOLOGIES, INC.'S BY-LAWS TO GIVE THE
5. HOLDERS OF 10% OF THE OUTSTANDING SHARES OF HEALTHDYNE
TECHNOLOGIES, INC.'S COMMON STOCK THE RIGHT TO DEMAND A
SPECIAL MEETING AND TO PROVIDE CERTAIN PROCEDURAL
REQUIREMENTS FOR SPECIAL MEETINGS:
/ / FOR / / AGAINST
/ / ABSTAIN
</TABLE>
(CONTINUED ON OTHER SIDE)
<PAGE>
<TABLE>
<S> <C>
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
6. SUCH OTHER BUSINESS, IF ANY, AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF, IF SUCH OTHER BUSINESS
ADVERSELY AFFECTS INVACARE CORPORATION.
</TABLE>
This Proxy, when properly executed, will be voted in the manner marked
herein by the undersigned shareholder. IF NO MARKING IS MADE, THIS PROXY WILL BE
DEEMED TO BE A DIRECTION TO VOTE FOR PROPOSALS 1, 2, 3, 4 AND 5.
<TABLE>
<S> <C>
Please date and sign this proxy exactly as your
name appears hereon.
---------------------------------------------------
(Signature)
---------------------------------------------------
(Signature, if held jointly)
---------------------------------------------------
(Title)
Dated: ______________________________________, 1997
When shares are held by joint tenants, both should
sign. When signing as attorney-in-fact, executor,
administrator, trustee, guardian, corporate officer
or partner, please give full title as such. If a
corporation, please sign in corporate name by
President or other authorized officer. If a
partnership, please sign in partnership name by
authorized person.
</TABLE>
IMPORTANT: PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE
IF YOU NEED ASSISTANCE, PLEASE CALL MACKENZIE PARTNERS, INC. TOLL-FREE (800)
322-2885
