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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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14a-6(e)(2))
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/X/ Definitive Additional Materials
/ / 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)
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NEWS RELEASE [MACKENZIE PARTNERS, INC. LETTERHEAD]
FOR IMMEDIATE RELEASE
Contact: Mark H. Harnett
MacKenzie Partners, Inc.
(212) 929-5877
INVACARE CHALLENGES HEALTHDYNE TECHNOLOGIES TO
CONDUCT REAL AUCTION AND ANNOUNCE DEAL BEFORE JULY 30 MEETING;
INVACARE APPEALING COURT'S DECISION IN LITIGATION OVER HEALTHDYNE POISON PILL
Elyria, Ohio -- (July 7, 1997) -- Invacare Corporation (NASDAQ/NMS:IVCR)
issued the following statement regarding the announcement made earlier today by
Healthdyne Technologies, Inc. (NASDAQ/NMS:HDTC) that the company hoped to
announce a "value enhancing transaction" in the next several weeks.
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. Remember, only one
week ago, in their letter to shareholders, the company wrote that they have
only just begun the process' of exploring alternatives. How can they now expect
shareholders to believe that action is imminent? In our view, it is most likely
that nothing at all will be unveiled by this board prior to the July 30
meeting."
"Shareholders should carefully consider, as the meeting date nears, whether
our nominees commitment to conduct a prompt auction is worth more than
Healthdyne's vague promises - especially given the company's history of
disappointing forecasts and the board's failure after more than one-half year to
sell the company. We doubt that the much awaited second quarter results, which
Healthdyne continues to boast about without having released the details, will
have any material impact on the auction process. All bidders, including
Invacare, have known about their much touted trends for months. Shareholders
will get the full benefits in a real auction where all parties have access to
the same financial information."
"Shareholders should also not be fooled by Healthdyne's false assertion
that our nominees will rig the auction in Invacare's favor. These nominees
fully recognize their fiduciary duty to all shareholders. 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 that have expressed an interest in
acquiring Healthdyne will be asked by the new Board to put their best bids on
the table."
Invacare also announced that it is appealing the district court's July 3rd
decision in the litigation against Healthdyne, that it would not enter a
preliminary injunction against the "dead-hand" provisions of Healthdyne's poison
pill and that Invacare's proposal to amend Healthdyne's by-laws to require
immediate removal of the "dead-hand" provisions, if adopted by the shareholders
at the upcoming July 30 Annual Meeting, will not be legally binding on
Healthdyne's Board of Directors under Georgia law.
Mr. Mixon commented, "We are, of course, disappointed at the court's
rulings, and are confident that the appellate court will see things
differently."
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Invacare Corporation
Page 2
July 7, 1997
Invacare's wholly owned subsidiary I.H.H. Corp. is making a tender offer
for all outstanding shares of Healthdyne common stock at a price of $15 per
share. The offer represents a premium of approximately 70% over Healthdyne's
$8.88 stock price on the trading day before Invacare made its initial
acquisition proposal. The tender offer is currently scheduled to expire at 6:00
p.m., New York City time, on Friday, August 1, 1997, unless further extended in
the manner described in the Offer to Purchase dated January 27, 1997 and the
Supplements thereto dated April 4, 1997 and June 6, 1997.
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