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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 7
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
(PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
HEALTHDYNE TECHNOLOGIES, INC.
(Name of Subject Company)
I.H.H. CORP.
INVACARE CORPORATION
(Bidders)
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
18139610
(CUSIP Number of Class of Securities)
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THOMAS R. MIKLICH, ESQ.
CHIEF FINANCIAL OFFICER, GENERAL COUNSEL, TREASURER AND CORPORATE SECRETARY
INVACARE CORPORATION
899 CLEVELAND STREET
ELYRIA, OHIO 44035
TELEPHONE: (216) 329-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Bidders)
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COPY TO:
ROBERT E. SPATT, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3954
TELEPHONE: (212) 455-2000
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This Amendment No. 7 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed on January 27, 1997 (as amended, the "Schedule 14D-1")
relating to the offer by I.H.H. Corp., a Delaware corporation (the "Purchaser")
and a wholly owned subsidiary of Invacare Corporation, an Ohio corporation (the
"Parent"), to purchase all of the outstanding shares of Common Stock, par value
$0.01 per share (the "Shares"), of Healthdyne Technologies, Inc., a Georgia
corporation (the "Company"), and unless and until the Purchaser declares that
the Rights Condition as defined in the Offer to Purchase referred to below is
satisfied) the associated Preferred Stock Purchase Rights (the "Rights") issued
pursuant to the Rights Agreement, as amended, dated as of May 22, 1995, between
the Company and SunTrust Bank, Atlanta (formerly Trust Company Bank), as Rights
Agent, at a purchase price of $13 per Share (and associated Right), net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated January 27, 1997 (the "Offer
to Purchase"), and in the related Letter of Transmittal. Unless otherwise
indicated, all capitalized terms used but not defined herein shall have the
meanings assigned to them in the Schedule 14D-1.
The Schedule 14D-1 is hereby amended and supplemented as follows:
On March 24, 1997, the Parent delivered a supplemental notice ("Notice") to
the Company notifying the Company of the Parent's intent to propose additional
resolutions at the Company's upcoming annual meeting of shareholders (the
"Annual Meeting") and reserving the Parent's rights to modify its proposals
and/or bring additional business before the Annual Meeting, depending on the
outcome of proposed legislation in the Georgia legislature which, if adopted,
would, among other things, impose on all publicly held Georgia companies a
"staggered board" scheme and eliminate the right of shareholders of such
companies to remove directors without cause, unless the board of directors
effectively chose not to be governed by such provisions. The full text of the
Notice is filed herewith as Exhibit 11(g)(4) and is incorporated herein by
reference.
On March 24, 1997, the Parent issued a press release announcing that it had
extended the period during which the Offer will remain open to 6:00 p.m., New
York City time, on Monday, April 7, 1997, unless further extended in the manner
described in the Offer to Purchase. The full text of the press release is set
forth in Exhibit 11(a)(15) and is incorporated herein by reference.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
A. Malachi Mixon, III, Chairman and Chief Executive Officer of the Parent,
publicly stated, based on information known at the time, that if the Offer and
the Merger are consummated, the Parent does not plan to close the Company's
Marietta, Georgia manufacturing plant and that the Parent's goal is to double
the size of the Company's business over the next four to five years, thereby
expanding the Georgia workforce of the Company. In addition, Mr. Mixon stated
that the Parent will not decrease manufacturing employment at the Company within
the next three years, subject only to market conditions beyond the Parent's
control.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented to add the following:
(a)(15) Press Release issued by the Parent on March 24, 1997.
(g)(4) Notice delivered by the Parent to the Company on March 24,
1997.
2
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this Statement is true, complete and correct.
INVACARE CORPORATION
By: /s/ THOMAS R. MIKLICH
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Name: Thomas R. Miklich
Title: Chief Financial Officer
I.H.H. CORP.
By: /s/ THOMAS R. MIKLICH
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Name: Thomas R. Miklich
Title: President
Date: March 25, 1997
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EXHIBIT INDEX
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EXHIBIT PAGE
NO. DESCRIPTION NO.
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11(a)(15) Press Release issued by the Parent on March 24, 1997..........................................
11(g)(4) Notice delivered by the Parent to the Company on March 24, 1997...............................
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Exhibit 11(a)(15)
NEWS RELEASE [MACKENZIE PARTNERS, INC. LOGO]
FOR IMMEDIATE RELEASE
Contact: Mark Harnett
MacKenzie Partners, Inc.
(212) 929-5877
INVACARE CORPORATION ANNOUNCES EXTENSION OF
TENDER OFFER FOR HEALTHDYNE TECHNOLOGIES
ELYRIA, OHIO - (March 24, 1997) - Invacare Corporation (NASDAQ/NMS:IVCR)
announced today that its wholly owned subsidiary I.H.H. Corp. has extended its
$13 per share tender offer to purchase all the outstanding shares of common
stock of Healthdyne Technologies, Inc. (NASDAQ/NMS:HDTC) until 6:00 p.m., New
York City time, on Monday, April 7, 1997, unless further extended in the manner
described in the Offer to Purchase dated January 27, 1997. The offer had been
scheduled to expire at 6:00 p.m., New York City time, on Monday, March 24,
1997. As of 5:00 p.m. today, approximately 2,323,395 shares of Healthdyne
common stock had been validly tendered in connection with the offer, which,
together with the 600,000 shares owned by Invacare, constitutes 23% of
outstanding Healthdyne common stock, based on the most recent information
provided by Healthdyne.
A. Malachi Mixon, III, Chairman and Chief Executive Officer of Invacare, said:
"We are pleased at the support we have received so far from Healthdyne's
shareholders, and trust that our announcement of our seven highly-qualified
director nominees and our shareholder proposals will further garner that
support. "
"Based on Healthdyne's delay in calling their annual meeting and their desperate
and extraordinary attempt to do an end-run around their own shareholders - by
trying to manipulate the Georgia legislature to strip Healthdynes's shareholders
of critical shareholder rights by mandating staggered boards and other
director-entrenching measures - we can only assume that Healthdyne and its board
are scared of what their own shareholders may say and do at the upcoming annual
meeting."
"If the Healthdyne shareholders want a staggered board, they can always approve
one at the annual meeting on their own. We challenge Healthdyne to stop trying
to hide behind the skirts of the Georgia legislature, schedule their annual
meeting promptly, and let their own shareholders exercise their right to elect
the entire board of directors and thereby decide who should run the company and
whether it should be sold. In light of the attempts of Healthdyne's board and
management to disenfranchise them, the Healthdyne shareholders should seriously
consider whether they have any reason to place their trust and loyalty in the
current directors and management team."
"Nearly three months have passed, and unfortunately for Healthdyne shareholders,
the company has done nothing to maximize shareholder value and no one has come
forward with a better offer
-More-
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Invacare Tender Offer Extension 2
March 25, 1997
Page two
than ours. Given the recent precipitous drop in Healthdyne's stock price on
news of the proposed legislation, the market price is clearly in response to our
fully financed, premium tender offer, not to the Company's rosy suggestions
about future performance. As we have stated repeatedly, we continue to be
interested in meeting with Healthdyne in the hopes of promptly negotiating a
mutually agreeable transaction and in that context would be prepared to discuss
all
aspects of our offer fully, including, if Healthdyne's management is able to
substantiate additional value to our satisfaction, our offer price. We are
frankly tired of Parker H. Petit, Healthdyne's Chairman, criticizing us as
'bargain-hunters' when he refuses to provide us any information which would
justify a higher price."
# # #
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
and Chief Operating Officer), Thomas R. Miklich (Chief Financial Officer,
Secretary, General Counsel and Treasurer), J.B. Richey, III (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).
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EXHIBIT 11(g)(4)
March 24, 1997
To: Secretary of Healthdyne Technologies, Inc.
1255 Kennestone Circle
Marietta, Georgia 30066
SUPPLEMENTAL NOTICE OF BUSINESS TO BE BROUGHT BEFORE THE 1997 ANNUAL MEETING
OF SHAREHOLDERS OF HEALTHDYNE TECHNOLOGIES, INC.
Reference is hereby made to that certain Notice of Business to be
Brought Before the 1997 Annual Meeting of Shareholders of Healthdyne
Technologies, Inc. (the "Original Notice") which Invacare hand-delivered to the
Secretary of the Company on March 20, 1997. Capitalized terms which are not
defined herein have the meaning set forth in the Original Notice.
Since the time the Original Notice was delivered to Healthdyne on
March 20, 1997, Invacare has become aware of legislation proposed in the late
afternoon of the same day in the Georgia legislature (such legislation, or any
legislation of similar or analogous import or effect, the "Proposed Director-
Entrenchment Legislation") which, if adopted, would, among other things, mandate
a "staggered board" scheme for certain publicly held Georgia companies,
including the Company, and eliminate the right of the shareholders of the
Company to remove directors without cause, unless the Board of Directors of the
Company effectively chose not to be governed by such provisions. It is our
understanding that Parker H. Petit, Chairman of the Board of Directors of the
Company, has publicly stated that the Company is responsible for the Proposed
Director-Entrenchment Legislation being considered by the Georgia legislature.
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2
Because of these extraordinary circumstances, including Healthdyne's
acknowledged role with respect to the Proposed Director-Entrenchment Legislation
and the timing and manner of its introduction (including relative to the
purported deadline for shareholder nominations and proposals imposed by the
Notice Requirements), Invacare hereby expressly reserves the right, if the
Proposed Director-Entrenchment Legislation is enacted as law in its present or
any other form, to take such actions as it deems appropriate at the time, which
might include modifying one or more of the nominations or proposals made in the
Original Notice and/or submitting additional proposals for consideration by the
shareholders at the Annual Meeting, whether or not the Company would attempt to
block such action by invoking technical provisions of the Notice Requirements.
In addition and without limitation of the foregoing, Invacare hereby
supplements the Original Notice by notifying the Company, in full conformance
with the Notice Requirements, that if the Proposed Director-Entrenchment
Legislation is enacted as law in its present or any other form (if and as so
enacted, the "Director-Entrenchment Amendments"), Invacare currently intends to
additionally propose the following resolutions for adoption by the shareholders
of the Company at the Annual Meeting, each of which are intended to be
considered "Shareholder Proposals":
1. A resolution, to be considered prior to the election of directors
at the Annual Meeting, to demand that the Company and its Board
of Directors and officers immediately take all necessary action,
prior to the election of directors at the Annual Meeting, to
provide that all effects of the Director-Entrenchment Amendments
be, to the greatest extent possible, reversed or nullified,
including (i) by "opting out" of the applicability and/or effect
of such Director-Entrenchment Amendments and (ii) taking all
other necessary action to provide that all directors of the
Company will be elected at each annual meeting of the Company's
shareholders (including at the Annual Meeting) and that all
directors of the Company will be subject to removal by the
shareholders without cause at any time, in each case to the same
extent currently provided
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3
under the Georgia Business Corporation Code as in effect on
the date hereof and the Company's current Articles of
Incorporation and its By-Laws.
2. A resolution to demand that the Company and its Board of
Directors and officers take all necessary and/or appropriate
action to immediately make available to the shareholders of the
Company the opportunity to sell their shares of Common Stock
pursuant to the Offer and the Merger, including action to satisfy
all of the conditions of the Offer, or to immediately publicly
announce that the Company will immediately solicit, and promptly
arrange for, an alternative transaction which provides all
Company shareholders with the opportunity to receive demonstrably
greater value for all their shares of Common Stock than that
which would be available to them in the Offer and the Merger.
The purpose of the above resolutions would be to express the desire
and demand of the Company's shareholders (1) to have restored the corporate
governance procedures in effect for the Company prior to the enactment of any
Director-Entrenchment Amendments and (2) to be given the opportunity to receive
the consideration offered in the Offer and Merger for their Common Stock.
Invacare reserves the right to revise or not to make either of the above
proposals at the Annual Meeting based on circumstances existing at the time,
including the exact form and effect of any Director-Entrenchment Amendments.
All of the Shareholder Proposals, including as supplemented by this Notice,
would be intended to be binding on the Board of Directors of the Company to the
fullest extent permitted by law.
Invacare also hereby clarifies the Shareholder Proposal numbered (4)
in the Original Notice by stating that, in addition to the types of
definitive procedures with respect to special meetings specifically described
in the Original Notice, such Shareholder Proposal will also provide for
definitive procedures with respect to establishing the validity of any demand
made by the shareholders for such meeting and establishing procedures with
respect to any dispute which may arise between the Company and the
shareholders making the demand with respect to any matter relating to such
meeting.
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4
Invacare hereby repeats and incorporates by reference herein the
statements made in the first and third paragraphs of Section IV of the Original
Notice, with references in such Section IV to the "Notice" and the "Shareholder
Proposals" being deemed to refer to the Original Notice and the Shareholder
Proposals as supplemented by this Notice.
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IN WITNESS WHEREOF, Invacare Corporation has hereby caused this Notice
to be executed on the date first written above by its duly authorized officer.
INVACARE CORPORATION
/s/ Thomas R. Miklich
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Name: Thomas R. Miklich
Title: Chief Financial Officer
