<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 14
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)
------------------------
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
18139610
(CUSIP Number of Class of Securities)
------------------------
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)
------------------------
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. 14 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 May 12, 1997, Simpson Thacher & Bartlett, counsel to the Parent and
the Purchaser (the "Parent's Counsel"), on behalf of the Parent, sent a
letter to Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Company
(the "Company's Counsel"), expressing certain concerns about statements made
by the Company in the Company's Preliminary Proxy Statement filed with the
Commission on May 5, 1997 regarding the Georgia Fair Price Statute Condition
and voting procedures with respect to the Parent's Proposals. The full text
of the letter is set forth in Exhibit 11(a)(27).
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C>
(g)(9) Letter from the Parent's Counsel to the Company's Counsel dated May 12, 1997.
</TABLE>
2
<PAGE>
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
-----------------------------------------
Name: Thomas R. Miklich
Title: Chief Financial Officer
I.H.H. CORP.
By: /s/ THOMAS R. MIKLICH
-----------------------------------------
Name: Thomas R. Miklich
Title: President
Date: May 12, 1997
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT PAGE
NO. DESCRIPTION NO.
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<S> <C> <C>
11(g)(9) Letter from the Parent's Counsel to the Company's Counsel dated May 12, 1997.
</TABLE>
<PAGE>
EXHIBIT 11(G)(9)
[LETTERHEAD OF SIMPSON THACHER & BARTLETT]
BY FACSIMILE AND COURIER May 12, 1997
Re: Healthdyne Technologies, Inc.
Preliminary Proxy Statement
-----------------------------
Blaine V. Fogg, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
Dear Mr. Fogg:
On behalf of our client, Invacare Corporation ("Invacare"), we have
reviewed the Preliminary Proxy Statement (the "Preliminary Proxy Statement")
publicly filed on May 5, 1997 by your client, Healthdyne Technologies, Inc.
("Healthdyne"), and wish to inform you of two significant concerns.
GEORGIA FAIR PRICE STATUTE CONDITION
The Preliminary Proxy Statement states on pages 12-13 that, if the
director candidates nominated by Invacare are elected at the Annual Meeting,
"the Georgia Fair Price Statute Condition to the Invacare Offer cannot be
satisfied by Invacare's proposed actions." This conclusion apparently is
premised on the claim that such nominees could not approve Invacare's tender
offer (the "Offer") and the related proposed merger (the "Merger") for purposes
of the Georgia Fair Price Statute because such approval would require action by
"continuing directors" under the Georgia Fair Price Statute and,
<PAGE>
SIMPSON THACHER & BARTLETT
Blaine V. Fogg, Esq. -2- May 12, 1997
according to the Preliminary Proxy Statement, there would "no longer be any
`continuing directors' serving on the Company's Board of Directors." We cannot
understand how Healthdyne has reached this conclusion and believe that this
disclosure is highly misleading to its shareholders.
The Georgia Fair Price Statute, a copy of which is attached hereto,
provides that certain business combinations (including business combinations
such as the proposed Merger) must either satisfy the fair price and procedural
requirements of the statute or be approved either (i) by all the "continuing
directors", provided that the continuing directors constitute at least three
members of the board of directors at the time of such approval, or (ii) by at
least two-thirds of the continuing directors and by a majority of the votes
entitled to be cast by holders of voting shares, other than voting shares
beneficially owned by the interested shareholder.
First, we fail to understand how Healthdyne can contend that
Invacare's nominees, if elected, would not be considered "continuing directors"
who could approve the Offer and the proposed Merger for purposes of the Georgia
Fair Price Statute. For purposes of the Georgia Fair Price Statute, a
"continuing director" means any member of the corporation's board of directors
who is not affiliated or associated with an "interested shareholder" and who was
a director of the corporation prior to the date on which the interested
shareholder first became such, and any successor to such continuing director who
is not affiliated or associated with the interested shareholder and is
recommended or elected by a majority of all the continuing directors. Under the
Georgia Fair Price
<PAGE>
SIMPSON THACHER & BARTLETT
Blaine V. Fogg, Esq. -3- May 12, 1997
Statute, an "interested shareholder" is generally a beneficial owner of 10% or
more of the voting power of the outstanding voting shares of the corporation.
So long as the election of directors by the shareholders and approval
of the Offer and the Merger by the board take place before consummation of the
Offer and thus before Invacare, which presently beneficially owns less than 5%
of Healthdyne's stock, acquires beneficial ownership of 10% or more of
Healthdyne's stock and becomes an "interested shareholder", each of Invacare's
nominees, if elected, would be a member of the corporation's board of directors
who is not affiliated or associated with an "interested shareholder" and who was
a director of the corporation prior to the date on which the interested
shareholder first became such, and accordingly would be a "continuing director".
The Preliminary Proxy Statement fails to discuss this obvious conclusion and
contradicts the plain language of the statute.
Second, we note that the Georgia Fair Price Statute Condition may well
be satisfied without requiring any action by the continuing directors
whatsoever. As set forth in more detail in pages 7-9 and 35-37 of our Offer to
Purchase, dated January 27, 1997, the Georgia Fair Price Statute Condition will
be satisfied so long as the highest closing stock price for Healthdyne's stock
during the 30-day period including and immediately preceding the date of
consummation of the Offer is not in excess of the Offer price and the other
(relatively minor) procedural requirements of the Georgia Fair Price Statute are
met, without the need for any action or approval of the Board of the Directors
of the Company. While it is true that the trading price of Healthdyne's stock
has been in excess of our Offer price, there is no reason to believe that this
trading
<PAGE>
SIMPSON THACHER & BARTLETT
Blaine V. Fogg, Esq. -4- May 12, 1997
activity will necessarily continue, especially when the other conditions to the
Offer are met and a transaction appears more imminent. Accordingly, the
statement in the Preliminary Proxy Statement that election of our nominees will
prevent the Georgia Fair Price Statute Condition from being satisfied has a
glaring and significant omission which directly contradicts Healthdyne's
disclosure.
We are extremely concerned that Healthdyne apparently intends to
disseminate, or perhaps even has already disseminated, such materially
misleading proxy materials to its shareholders. We have already heard from at
least one of Healthdyne's significant shareholders who was perplexed at the
statements made in the Preliminary Proxy Statement regarding this matter. We
urge you to take immediate and effective steps to rectify these glaring
misstatements.
VOTING REQUIREMENTS REGARDING INVACARE'S PROPOSALS
We also note that the Preliminary Proxy Statement states, on page 3,
that approval of each of Invacare's shareholder proposals will require that the
"number of votes cast in favor of such proposal exceeds the number of votes cast
against such proposal," which, as we noted on pages 13-14 of our Preliminary
Proxy Statement filed on April 4, 1997, we agree to be the correct standard
under Georgia law in the absence of a shareholder-approved by-law to the
contrary. However, as we also noted in our Preliminary Proxy Statement,
Healthdyne's by-laws do contain a provision which clearly purports to require an
affirmative vote of a MAJORITY OF ALL SHARES OUTSTANDING and entitled to vote in
order for the shareholders to take any action with respect to the by-laws,
<PAGE>
SIMPSON THACHER & BARTLETT
Blaine V. Fogg, Esq. -5- May 12, 1997
including, we would assume, the adoption of any of the proposals. If the
disclosure in Healthdyne's Preliminary Proxy Statement is correct, we can only
assume that the Healthdyne by-law requiring the higher voting requirement was
not approved by the shareholders and is therefore inoperative. Because of the
importance of the proper voting standard and the presence of the confusing
provision in Healthdyne's by-laws, we would appreciate your promptly clarifying
this matter to us directly and, for the avoidance of confusion among the
shareholders, would urge you to add clarifying disclosure to the proxy statement
prior to any dissemination.
We hope that the above matters represent merely oversights and that
you will agree with us that prompt and effective revision is appropriate.
Because of the substantial implications these matters could have in Healthdyne's
solicitation of proxies for the upcoming annual meeting, we are sending a copy
of this letter to the Securities and Exchange Commission for its consideration.
Obviously, this letter does not limit any further response or comments we may
have on these or any future proxy materials, and we reserve the right to take
all appropriate actions to ensure that Healthdyne's shareholders are properly
informed in connection with the upcoming annual meeting.
<PAGE>
SIMPSON THACHER & BARTLETT
Blaine V. Fogg, Esq. -6- May 12, 1997
We look forward to hearing from you as soon as possible regarding your
response on these matters.
Very truly yours,
/s/ Robert E. Spatt, Esq.
---------------------------------
Robert E. Spatt, Esq.
Attachment
cc: Dennis O. Garris, Esq., Securities and Exchange Commission
Thomas R. Miklich, Esq., Invacare Corporation
Bruce N. Hawthorne, King & Spalding
Leslie R. Jones, Esq., Healthdyne Technologies, Inc.
Winifred D. Simpson, Esq., Troutman Sanders LLP
<PAGE>
14-2-1110 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS
PART 2
FAIR PRICE REQUIREMENTS
Law reviews. -- For article, "Comparison of Features of Old and New Business
Corporation Laws Relating to Domestic Corporations," see 5 Ga. St. B.J. 13
(1968). For article, "Some Distinctive Features of the Georgia Business
Corporation Code," 28 Ga. St. B.J. 101 (1991).
14-2-1110. Definitions.
As used in this part, the term:
(1) "Affiliate" means a person that directly, or indirectly through one or
more intermediaries, controls or is controlled by or is under common control
with a specified person.
(2) "Announcement date" means the date of the first general public
announcement of the proposal of the business combination.
(3) "Associate," when used to indicate a relationship with any person,
means:
(A) Any corporation or organization, other than the corporation or a
subsidiary of the corporation, of which such person is an officer,
director, or partner or is the beneficial owner of 10 percent or more of
any class of equity securities;
(B) Any trust or other estate in which such person has a beneficial
interest of 10 percent or more or as to which such person serves as
trustee or in a similar fiduciary capacity; and
(C) Any relative or spouse of such person, or any relative of such
spouse, who has the same home as such person.
(4) "Beneficial owner" means a person shall be considered to be the
beneficial owner of any equity securities:
(A) Which such person or any of such person's affiliates or associates
owns, directly or indirectly;
(B) Which such person or any of such person's affiliates or associates,
directly or indirectly, has:
(i) The right to acquire, whether such right is exercisable
immediately or only after the passage of time, pursuant to any
agreement, arrangement, or understanding or upon the exercise of
conversion rights, exchange rights, warrants or option, or otherwise;
or
<PAGE>
BUSINESS CORPORATIONS 14-2-1110
(ii) The right to vote pursuant to any agreement, arrangement, or
understanding; or
(C) Which are owned, directly or indirectly, by any other person with
which such person or any of such person's affiliates or associates has any
agreement, arrangement, or understanding for the purpose of acquiring,
holding, voting, or disposing of equity securities.
(5) "Business combination" means:
(A) Any merger of the corporation or any subsidiary with:
(i) Any interested shareholder; or
(ii) Any other corporation, whether or not itself an interested
shareholder, which is, or after the merger would be, an affiliate of an
interested shareholder that was an interested shareholder prior to the
consummation of the transaction;
(B) Any share exchange with (i) any interested shareholder or (ii) any
other corporation, whether or not itself an interested shareholder, which
is, or after the share exchange would be, an affiliate of an interested
shareholder that was an interested shareholder prior to the consummation
of the transaction;
(C) Any sale, lease, transfer, or other disposition, other than in the
ordinary course of business, in one transaction or in a series of
transactions in any 12 month period, to any interested shareholder or any
affiliate of any interested shareholder, other than the corporation or any
of its subsidiaries, of any assets of the corporation or any subsidiary
having, measured at the time the transaction or transactions are approved
by the board of directors of the corporation, an aggregate book value as
of the end of the corporation's most recently ended fiscal quarter of 10
percent or more of the net assets of the corporation as of the end of such
fiscal quarter;
(D) The issuance or transfer by the corporation, or any subsidiary, in
one transaction or a series of transactions in any 12 month period, of any
equity securities of the corporation or any subsidiary which have an
aggregate market value of 5 percent or more of the total market value of
the outstanding common and preferred shares of the corporation whose
shares are being issued to any interested shareholder or any affiliate of
any interested shareholder, other than the corporation or any of its
subsidiaries, except pursuant to the exercise of warrants or rights to
purchase securities offered pro rata to all holders of the corporation's
voting shares or any other method affording substantially proportionate
treatment to the holders of voting shares;
(E) The adoption of any plan or proposal for the liquidation or
dissolution of the corporation in which anything other than cash will be
received by an interested shareholder or any affiliate of any interested
shareholder; or
(F) Any reclassification of securities, including any reverse stock
split, or recapitalization of the corporation, or any merger of the
corporation with any of its subsidiaries, or any share exchange with any
of its subsidiaries, which has the effect, directly or indirectly, in one
transaction or a series of transactions in any 12 month period, of
increasing by 5 percent or more the proportionate amount of the
outstanding shares of any class or series of equity securities of the
corporation or any subsidiary which is directly or indirectly beneficially
owned by any interested shareholder or any affiliate of any interested
shareholder.
(6) "Continuing director" means any member of the board of directors who
is not an affiliate or associate of an interested shareholder or any of its
affiliates, other than the corporation or any of its subsidiaries, and who
was
<PAGE>
14-2-1110 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS
a director of the corporation prior to the determination date, and any
successor to such continuing director who is not an affiliate or an associate
of an interested shareholder or any of its affiliates, other than the
corporation or its subsidiaries, and is recommended or elected by a majority
of all of the continuing directors.
(7) "Control," including the terms "controlling," "controlled by," and
"under common control with," means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of
a person, whether through the ownership of voting securities, by contract, or
otherwise, and the beneficial ownership of shares representing 10 percent or
more of the votes entitled to be cast by a corporation's voting shares shall
create an irrebuttable presumption of control.
(8) "Corporation," in addition to the definition contained in Code Section
14-2-140, shall include any trust merging with a domestic corporation
pursuant to Code Section 53-12-59.
(9) "Determination date" means the date on which an interested shareholder
first became an interested shareholder.
(10) "Fair market value" means:
(A) In the case of securities, the highest closing sale price, during
the period beginning with and including the determination date and for 29
days prior to such date, of such a security on the principal United States
securities exchange registered under the Securities Exchange Act of 1934
on which such securities are listed, or, if such securities are not listed
on any such exchange, the highest closing sales price or, if none is
available, the average of the highest bid and asked prices reported with
respect to such a security, in each case during the 30 day period referred
to above, on the National Association of Securities Dealers, Inc.,
Automatic Quotation System, or any system than in use, or, if no such
quotations are available, the fair market value on the date in question of
such a security as determined in good faith at a duly called meeting of
the board of directors by a majority of all of the continuing directors,
or, if there are no continuing directors, by the entire board of
directors; and
(B) In the case of property other than securities, the fair market
value of such property on the date in question as determined in good faith
at a duly called meeting of the board of directors by a majority of all of
the continuing directors, or, if there are no continuing directors, by
the entire board of directors of the corporation.
(11) "Interested shareholder" means any person, other than the corporation
or its subsidiaries, that:
(A) Is the beneficial owner of 10 percent or more of the voting power
of the outstanding voting shares of the corporation; or
(B) Is an affiliate of the corporation, and at any time within the
two-year period immediately prior to the date in question, was the
beneficial owner of 10 percent or more of the voting power of the then
outstanding voting shares of the corporation.
For the purpose of determining whether a person is an interested shareholder,
the number of voting shares deemed to be outstanding shall not include any
unissued voting shares which may be issuable pursuant to any agreement,
arrangement, or understanding, or upon exercise of conversion rights,
warrants, or options, or otherwise.
(12) "Net assets" means the amount by which the total assets of a
corporation exceed the total debts of the corporation.
<PAGE>
BUSINESS CORPORATIONS 14-2-1110
(13) "Voting shares" means shares entitled to vote generally in the
election of directors. (Code 1981, ss.14-2-1110, enacted by Ga. L. 1988, p.
1070, ss.1; Ga. L. 1989, p. 946, ss.52.)
<PAGE>
14-2-1111 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS
14-2-1111. Additional business combination approval.
In addition to any vote otherwise required by law or the articles of
incorporation of the corporation, a business combination shall be:
(1) Unanimously approved by the continuing directors, provided that the
continuing directors constitute at least three members of the board of
directors at the time of such approval; or
(2) Recommended by a least two-thirds of the continuing directors and
approved by a majority of the votes entitled to be cast by holders of voting
shares, other than voting shares beneficially owned by the interested
shareholder who is, or whose affiliate is, a party to the business
combination. (Code 1981, ss.14-2-1111, enacted by Ga. L. 1988, p. 1070,
ss.1.)
<PAGE>
BUSINESS CORPORATIONS 14-2-1112
14-2-1112. "Interested shareholder" defined; exception to vote requirement of
Code Section 14-2-1111.
(a) As used in this Code section, the term "interested shareholder" refers to
the interested shareholder which is party to, or an affiliate of which is party
to, the business combination in question.
(b) The vote required by Code Section 14-2-1111 does not apply to a business
combination if each of the following conditions is met:
(1) The aggregate amount of the cash, and the fair market value as of five
days before the consummation of the business combination of consideration
other than cash, to be received per share by holders of any class of common
shares or any class or series of preferred shares in such business
combination is at least equal to the highest of the following:
(A) The highest per share price, including any brokerage commissions,
transfer taxes, and soliciting dealers' fees, paid by the interested
shareholder for any shares of the same class or series acquired by it:
(i) Within the two-year period immediately prior to the announcement
date; or
<PAGE>
14-2-1112 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS
(ii) In the transaction in which it became an interested
shareholder, whichever is higher;
(B) The fair market value per share of such class or series as
determined on the announcement date or as determined on the determination
date, whichever is higher; or
(C) In the case of shares other than common shares, the highest
preferential amount per share to which the holders of shares of such class
or series are entitled in the event of any voluntary or involuntary
liquidation, dissolution, or winding up of the corporation, provided that
this subparagraph shall only apply if the interested shareholder has
acquired shares of such class or series within the two-year period
immediately prior to the announcement date;
(2) The consideration to be received by holders of any class or series of
outstanding shares is to be in cash or in the same form as the interested
shareholder has previously paid for shares of the same class or series. If
the interested shareholder has paid for shares of any class or series of
shares with varying forms of consideration, the form of consideration for
such class or series of shares shall be either cash or the form used to
acquire the largest number of shares of such class or series previously
acquired by it;
(3) After the interested shareholder has become an interested shareholder
and prior to the consummation of such business combination:
(A) Unless approved by a majority of the continuing directors, there
shall have been:
(i) No failure to declare and pay at the regular date therefor any
full periodic dividends, whether or not cumulative, on any outstanding
preferred shares of the corporation;
(ii) No reduction in the annual rate of dividends paid on any class
of common shares, except as necessary to reflect any subdivision of the
shares;
(iii) An increase in such annual rate of dividends as is necessary
to reflect any reclassification, including any reverse share split,
recapitalization, reorganization, or any similar transaction which has
the effect of reducing the number of outstanding shares; and
(iv) No increase in the interested shareholder's percentage
ownership of any class or series of share of the corporation by more
than 1 percent in any 12 month period;
(B) The provisions of divisions (i) and (ii) of subparagraph (A) of
this paragraph shall not apply if the interested shareholder or an
affiliate or associate of the interested shareholder did not vote as a
director of the corporation in a manner inconsistent with divisions (i)
and (ii) of subparagraph (A) of this paragraph and the interested
shareholder, within ten days after any act or failure to act inconsistent
with divisions (i) and (ii) of subparagraph (A) of this paragraph,
notified the board of directors of the corporation in writing that the
interested shareholder disapproved thereof and requested in good faith
that the board of directors rectify the act or failure to act; and
(4) After the interested shareholder has become an interested
shareholder, the interested shareholder has not received the benefit,
directly or indirectly, except proportionately as a shareholder, of any
loans, advances, guarantees, pledges, or other financial assistance or any
tax credits or other tax advantages provided by the corporation or any of its
subsidiaries,
<PAGE>
BUSINESS CORPORATIONS 14-2-1112
whether in anticipation of or in connection with such business combination or
otherwise. (Code 1981, ss.14-2-1112, enacted by Ga. L. 1988, p. 1070 ss.1.)
<PAGE>
14-2-1113 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS
14-2-1113. Requirements inapplicable unless specifically in corporate bylaw;
repeal of bylaw; applicability of Code Section 14-2-1111.
(a) The requirements of this part shall not apply to business combinations of
a corporation unless the bylaws of the corporation specifically provide that all
of such requirements are applicable to the corporation. Such a bylaw may be
adopted at any time in the manner provided in this chapter and shall apply to
any business combination approved or recommended by the board of directors after
the date of the bylaw's adoption. Such a bylaw shall be irrevocable except as
provided in subsection (b) of this Code section. Neither the adoption nor the
failure to adopt such a bylaw shall constitute grounds for any cause of action
against any of the directors of the corporation.
(b) Any bylaw adopted as provided in subsection (a) of this Code section may
only be repealed by the affirmative vote of at least two-thirds of the
continuing directors and a majority of the votes entitled to be cast by voting
shares of the corporation, other than shares beneficially owned by any
interested shareholder and affiliates and associates of any interested
shareholder, in addition to any other vote required by the articles of
incorporation or bylaws to amend the bylaws. Once the bylaw has been repealed in
accordance with this subsection, the corporation shall not thereafter be
entitled to adopt the bylaw in accordance with subsection (a) of this Code
section.
(c) The requirement of Code Section 14-2-1111 shall never apply to business
combinations with an interested shareholder or its affiliates if, during the
three-year period immediately preceding the consummation of the business
combination, the interested shareholder has not at any time during such period:
(1) Ceased to be an interested shareholder; or
(2) Increased its percentage ownership of any class or series of common or
preferred shares of the corporation by more than 1 percent in any 12 month
period.
(d) Nothing contained in this part shall be deemed to limit in any manner a
corporation's right to include in its articles of incorporation or bylaws any
provision regarding the approval of business combinations which would not
otherwise be prohibited by this article. (Code 1981, ss.14-2-1113, enacted by
Ga. L. 1988, p. 1070, ss.1.)
<PAGE>
BUSINESS CORPORATIONS 14-2-1113
This Amendment No. 14 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 May 12, 1997, Simpson Thacher & Bartlett, counsel to the Parent and
the Purchaser (the "Parent's Counsel"), on behalf of the Parent, sent a
letter to Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Company
(the "Company's Counsel"), expressing certain concerns about statements made
by the Company in the Company's Preliminary Proxy Statement filed with the
commission on May 5, 1997 regarding the Georgia Fair Price Statute Condition
and voting procedures with respect to the Parent's Proposals. The full text
of the letter is set forth in Exhibit 12(g)(9).
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(g)(9) Letter from the Parent's Counsel to the Company's Counsel dated
May 12, 1997.
