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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 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)
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
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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/ / 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.
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FOR IMMEDIATE RELEASE
Contact: Mark H. Harnett
MacKenzie Partners, Inc.
(212) 929-5877
INVACARE BRANDS HEALTHDYNE RELEASE ILLUSORY AND
CRITICIZES FAILURE TO PRODUCE DEAL;
Continues Proxy Fight but Plans to Protect Investment
Now by Selling Some or All of its Healthdyne Stock
Elyria, Ohio -- (July 23, 1997) -- A. Malachi Mixon, III, Chairman and
Chief Executive Officer of Invacare Corporation (NASDAQ/NMS:IVCR), made the
following statement in response to the press release issued by Healthdyne
Technologies, Inc. (NASDAQ/NMS:HDTC) earlier this morning:
"Healthdyne's incumbent board continues to try to get re-elected on nothing
but rhetoric and empty promises. Mr. Petit's statement that they will accept
the best proposal only 'as long as it reflects the true value of the company'
makes it perfectly clear, as they have all along, that they are insistent on
substituting their judgment for the shareholders' and that they have no
commitment to selling the company."
"They have had a full month after announcing their intention to 'explore
alternatives' (and more than six months after we made our first acquisition
proposal) to negotiate and announce a sale transaction. If they were serious
about selling the company, they would have announced a deal by now."
"Their offer to reduce the special meeting demand threshold to 25% on
October 31, 1997 if they are re-elected may initially sound appealing, but is in
fact yet another ploy. Nothing in their release suggests that they would change
any of the other onerous procedures they have put in place, including their
ability to delay a special meeting for more than four months after receiving
valid demands -- so that the earliest such special meeting would likely be as
late as March (only one month earlier than their typical annual meeting). Only
the adoption of our By-Laws Repeal Proposal and Special Meeting Proposal will
give shareholders the power they need to call a prompt special meeting."
"Likewise, their suggested provisions permitting shareholders to pull the
poison pill are illusory. For the past six months (ever since we made our first
acquisition proposal), the market price of Healthdyne's stock has included an
acquisition premium based on speculation that the company would be sold to us or
another bidder. Since the mechanism is limited only to bidders who make an
offer 15% above the market price, even a bidder offering as much as $20.50 today
(based on today's current $18 market high) would not be able to use it.
Although this mechanism might be useful for a typical company not already 'in
play', this 'double-counting' effect when applied to Healthdyne makes their
suggested provisions essentially useless."
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"We have no objection to any of the current directors, including Messrs.
Petit, Reynolds and Yokubinas, continuing to serve in the minority seats we have
been forced to leave unopposed. But we think that the shareholders should be
outraged at their approval of a $1 million 'slush fund' to be used solely by the
minority as yet another director-entrenching fright tactic which Healthdyne and
its shareholders can ill afford."
"Despite all of Healthdyne's delaying, defensive and evasive actions and
statements to date, we will continue to pursue our proxy contest at the annual
meeting. We think the shareholders should support our nominees and proposals as
the best way to promote a prompt auction and sale of the company at the best
available price and terms."
"It is clear that management's statements have clearly fostered rampant
speculation in the market. Therefore, although we had originally been prepared
to await the results of the meeting, we now intend beginning as early as
tomorrow, based on market conditions, to protect our investment by selling some
or all of our Healthdyne shares through market and/or private transactions. We
of course will continue to be the record holder of the full 600,000 shares for
purposes of voting at the annual meeting."
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 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, as amended and
supplemented by the Supplements thereto dated April 4, 1997 and June 6, 1997.
Invacare has proposed a slate of four nominees at the July 30 annual meeting to
constitute a majority of the board of directors of Healthdyne. The proposals to
be made by Invacare at the annual meeting are proposed amendments to
Healthdyne's by-laws designed to facilitate the change in the board and the
auction and sale of the company; 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; allow for a special meeting to be called by shareholders owning 10% of
Healthdyne's stock; and demand that the existing board eliminate Healthdyne's
"dead-hand" pill provisions.
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