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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 8
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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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$187,769,691 $37,554
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* Based on the offer to purchase all of the outstanding shares of Common Stock
of the Subject Company and the associated Preferred Stock Purchase Rights at
$13.50 cash per share, the number of shares outstanding as reported as of
March 14, 1997 in the Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 of the Subject Company (the "Annual Report") and the
number of options outstanding as of December 31, 1996 as reported in the
Annual Report, less the number of shares owned by the Parent and the
Purchaser.
** 1/50 of 1% of Transaction Valuation. $36,138 was previously paid in
connection with the initial filing of the Schedule 14D-1 on January 27,
1997.
/ / Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
AMOUNT PREVIOUSLY PAID: FILING PARTY:
FORM OR REGISTRATION NO.: DATE FILED:
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This Amendment No. 8 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 31, 1997, the Parent issued a press release announcing that it
increased the cash purchase price for all outstanding Shares of the Company in
the Offer to $13.50 per Share, net to the Seller in cash without interest
thereon, upon the other terms and subject to the conditions set forth in the
Offer to Purchase and in the related Letter of Transmittal, and extended the
period during which the Offer will remain open to 6:00 p.m., New York City time,
on Monday, April 28, 1997, unless further extended in the manner described in
the Offer to Purchase. In addition, the Parent announced in its press release
that on March 31, 1997, A. Malachi Mixon, III, Chairman and Chief Executive
Officer of Invacare, sent a letter to Parker H. Petit, Chairman of the Board of
Directors of Healthdyne, urging a meeting of the Parent and the Company and,
among other things, expressing concern about certain recent extraordinary
actions by the Company. The full text of the letter is contained in the press
release. The full text of the press release is set forth in Exhibit 11(a)(16)
and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented to add the following:
(a)(16) Press Release issued by the Parent on March 31, 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: April 1, 1997
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EXHIBIT INDEX
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EXHIBIT PAGE
NO. DESCRIPTION NO.
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11(a)(16) Press Release issued by the Parent on March 31, 1997..........................................
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EXHIBIT 11(a)(16)
NEWS RELEASE [MACKENZIE PARTNERS
LETTERHEAD]
Contact: Mark H. Harnett
MacKenzie Partners, Inc.
(212) 929-5877
INVACARE ANNOUNCES INCREASE IN OFFER PRICE FOR
HEALTHDYNE TECHNOLOGIES TO $13.50 AND EXTENDS OFFER
ELYRIA, OHIO -- (March 31, 1997) - Invacare Corporation (NASDAQ/NMS:IVCR)
announced today that its wholly owned subsidiary I.H.H. Corp. has increased the
price in its tender offer for all outstanding shares of common stock of
Healthdyne Technologies, Inc. (NASDAQ/NMS:HDTC) to $13.50 per share, net to the
seller in cash without interest thereon, upon the other terms and subject to the
conditions set forth in the Offer to Purchase dated January 27, 1997 and the
related Letter of Transmittal, and has extended the tender offer to 6:00 p.m.,
New York City time, on Monday, April 28, 1997, unless further extended in the
manner described in the Offer to Purchase. The increased offer represents a 52%
premium over Healthdyne's stock price on the trading day before Invacare made
its initial acquisition proposal.
In addition, Invacare announced that A. Malachi Mixon, III, Chairman and Chief
Executive Officer of Invacare Corporation, today sent a letter to Parker H.
Petit, Chairman of the Board of Directors of Healthdyne, urging a meeting of the
companies and, among other things, expressing concern about certain recent
extraordinary actions taken by Healthdyne. The full text of the letter follows:
Mr. Parker H. Petit
Chairman
Healthdyne Technologies, Inc.
Kennestone Circle
Marietta, GA 30066
Dear Mr. Petit:
I have read with interest your March 28 letter to your shareholders in
which you again refer to our $13 per share tender offer as "grossly
inadequate" and point to the fact that first quarter results will reflect
improved performance. In fact, Invacare's offer is based on our hope that
you can accomplish a turnaround in operating performance and meet estimates
of $.70 per share for 1997. Frankly, however, we are concerned about
Healthdyne management's ability to do so, not only because Healthdyne has
failed to meet analysts' estimates in the past eight quarters, but also
because we have heard in the marketplace that Healthdyne may have taken
extraordinary actions meant to provide a short-term boost to first quarter
earnings. For example, we have been informed that certain of your major
independent sales representatives had their commissions summarily reduced
by Healthdyne in early January, shortly after we made our offer to you.
We have also been informed that some of your major customers were
persuaded to purchase not only their first quarter requirements, but also
future requirements through an extended dating payment program, with
Healthdyne paying the storage costs of this channel-loading strategy. I
fear the balance of Healthdyne's year will be penalized by such actions.
We can only justify our offer if, in fact, your management team can produce
consistent earnings, not one "window-dressed" quarter.
-more-
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2
Invacare/Healthdyne
March 31, 1997
page 2
Frankly, I hope that you will agree immediately to meet with me to discuss
our offer. I am a reasonable and logical CEO whose first interest is in
creating shareholder value; I hope you are too. Invacare is the world
leader in the manufacture and distribution of home medical equipment. In
fact, the January 1997 issue of FINANCIAL WORLD listed Invacare as one of
America's fastest growing corporations out of a 10,000 public company
universe. No other home medical equipment manufacturer was listed.
Invacare management has met 28 consecutive quarters and seven consecutive
years of Wall Street estimates. Even with that track record, Invacare
currently trades at 16X 1997 forecasted earnings. How can you so
cavalierly reject our $13 per share offer that already represents almost
30X your 1996 earnings and 19X your highest current 1997 analyst estimate?
Even if you meet that optimistic estimate, its hard to see how your shares
can trade at or above our offer price in the absence of our bid.
Furthermore, our bid is available today, unlike the speculative future
trading value.
Your unsuccessful attempt to hide behind the skirts of the Georgia
legislation was clever but ill-conceived, resulting in tremendous and
wasteful expense on both sides. Let's not continue to waste time and money
on legal maneuvers.
Under Georgia law, the Company must promptly hold an Annual Meeting of its
shareholders. At this time the Company appears to have failed to take the
customary steps necessary to hold its Annual Meeting in compliance with law
and its fiduciary duties. We urge you to take such steps promptly so that
we can avoid having to get the courts further involved.
We both know that a shareholder meeting is imminent. Instead of spending
money on a proxy fight and legal maneuvering, isn't now the time for us
together to explore the combination of two excellent companies? Perhaps
there are values or synergies about which I am unaware. As we have said
repeatedly, if there are, we would consider adjusting our price upward. In
any event, to show good faith, and in the hopes of accelerating this
process, we are today increasing our offer price to $13.50 per share, a
premium of 52% over the stock price before we made our first proposal to
you. As a result of this increase, we are extending the expiration date of
our tender offer to 6:00 p.m., New York City time, Monday, April 28, 1997,
unless further extended.
Please give this letter your most serious consideration.
Sincerely,
A. Malachi Mixon, III
Chairman of the Board &
Chief Executive Officer
As previously announced, Invacare is proposing a slate of seven director
nominees and a set of corporate governance bylaw amendments for consideration by
shareholders at the annual meeting. Invacare's nominees are committed to taking
all such actions necessary or appropriate (subject to any fiduciary duties they
would have as directors) to approve and effectuate the consummation of
Invacare's fully-financed, premium tender offer and proposed merger. The
proposed amendments are designed to facilitate the change in the board and the
consummation of Invacare's tender offer and proposed merger; prevent
manipulation by the current board of
-more-
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3
Invacare/Healthdyne
March 31, 1997
page 3
Healthdyne's by-laws and of the size of the board to be elected at the annual
meeting; allow for special meetings to be called by shareholders owning 10% of
Healthdyne's stock; and cause the existing board to eliminate Healthdyne's
"dead-hand" pill provisions.
The tender offer had been scheduled to expire at 6:00 p.m., New York City time,
on Monday, April 7, 1997. As of 4:00 p.m. today, approximately 2,195,978 shares
had been tendered in connection with the offer, which, together with the 600,000
shares owned by Invacare, constitutes approximately 22% of outstanding
Healthdyne common stock based on the most recent information provided by
Healthdyne.
# # #
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), 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).
