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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 12
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. 12 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, dated as of May 22, 1995, as amended, between
the Company and SunTrust Bank, Atlanta (formerly Trust Company Bank), as Rights
Agent, at a purchase price of $13.50 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"), as amended and supplemented by the Supplement thereto dated April
4, 1997 (the "Supplement"), and in the revised Letter of Transmittal (which,
together with any other amendments or supplements thereto, constitute the
"Offer").
The Schedule 14D-1 is hereby amended and supplemented as follows:
On April 21, 1997, the Company filed a Response Brief in Opposition to the
Parent and the Purchaser's Motion For A Preliminary Injunction ("Response
Brief") in the Defensive Tactics Litigation.
On April 28, 1997, the Company, the Parent and the Purchaser agreed to, and
the Court entered, a consent order in the Defensive Tactics Litigation (the
"Annual Meeting Consent Order") requiring the Company to hold the Annual Meeting
on July 30, 1997 so long as the Parent and the Purchaser do not change the price
or form of consideration offered in the Offer within fifteen days before the
meeting date. The Annual Meeting Consent Order further provides that, if such a
change in the Offer is made, the Company may delay the Annual Meeting to no more
than fifteen days after the date of such change, and also permits the parties to
petition the Court for relief from the order. As a result of the Annual Meeting
Consent Order, the Parent and the Purchaser withdrew their Preliminary
Injunction Motion regarding the Annual Meeting. Following the entry of the
Annual Meeting Consent Order, the Parent issued a press release, a copy of which
is set forth in Exhibit 11(a)(25) and is incorporated herein by reference.
On April 29, 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 Tuesday, May 27, 1997, unless further extended in the manner
described in the Offer to Purchase, as amended and supplemented by the
Supplement. The full text of the press release is set forth in Exhibit 11(a)(26)
and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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(a)(25) Press Release issued by the Parent on April 28, 1997.
(a)(26) Press Release issued by the Parent on April 29, 1997.
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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: April 29, 1997
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EXHIBIT INDEX
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EXHIBIT PAGE
NO. DESCRIPTION NO.
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11(a)(25) Press Release issued by the Parent on April 28, 1997.
11(a)(26) Press Release issued by the Parent on April 29, 1997.
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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).
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[MACKENZIE PARTNERS, INC. LETTERHEAD]
NEWS RELEASE
FOR IMMEDIATE RELEASE
Contact: Mark Harnett
MacKenzie Partners, Inc.
(212) 929-5877
INVACARE CORPORATION ANNOUNCES EXTENSION OF
TENDER OFFER FOR HEALTHDYNE TECHNOLOGIES
ELYRIA, OHIO - (April 29, 1997) - Invacare Corporation (NASDAQ/NMS:IVCR)
announced today that its wholly owned subsidiary I.H.H. Corp. has extended its
$13.50 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 Tuesday, May 27, 1997, unless further 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. The offer had been
scheduled to expire on Monday, April 28, 1997. As of April 28, 1997,
approximately 2,580,313 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 25% of outstanding Healthdyne common stock, based
on the most recent information provided by Healthdyne.
# # #
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Invacare/Healthdyne
April 29, 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).
