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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 23
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. 23 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 $15 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, as amended
and supplemented by the Supplements thereto dated April 4, 1997 and June 6, 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 June 24, 1997, A. Malachi Mixon, III, Chairman and Chief Executive
Officer of the Parent, stated publicly that the Parent would not accept the
Company's conditions to entering into discussions that the Parent and the
Purchaser discontinue their Offer and the related proxy contest and enter into a
standstill agreement. Mr. Mixon stated that the conditions were too onerous and
that the Parent and the Purchaser intended to continue their acquisition
efforts.
On June 24, 1997, the Parent issued a press release in which the Parent
announced that on June 24, 1997, Mr. Mixon sent a letter to Parker H. Petit,
Chairman of the Board of Directors of the Company responding to Mr. Petit's
letter dated June 23, 1997. The full text of Mr. Mixon's letter is contained in
the press release. The full text of the press release is set forth in Exhibit
11(a)(39) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(39) Press Release issued by the Parent on June 25, 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: June 25, 1997
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Exhibit 11(a)(39) Press Release issued by the Parent on June 25, 1997...................................
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[MACKENZIE PARTNERS, INC. LETTERHEAD]
FOR IMMEDIATE RELEASE
Contact: Mark H. Harnett
MacKenzie Partners, Inc.
(212) 929-5877
INVACARE CALLS HEALTHDYNE'S PLANS
TO "EXPLORE ALTERNATIVES" A SHAM
Elyria, Ohio -- (June 25, 1997) - Invacare Corporation (NASDAQ/NMS:IVCR)
announced today that it considers Healthdyne Technologies, Inc.'s (NASDAQ: HDTC)
offer to "explore alternatives" to Invacare's $15 all-cash tender offer nothing
more than a "sham" designed to win votes in the proxy contest at the upcoming,
July 30, annual meeting. Invacare also stated that it has rejected out-of-hand
the onerous restrictions that Healthdyne has demanded for Invacare to
participate in its self-serving process.
A. Malachi Mixon, III, Invacare's Chairman and Chief Executive Officer
stated, "We will not drop our tender offer and proxy solicitation, nor will we
sign a confidentiality agreement which involves standstill provisions in order
to participate in their process."
Mr. Mixon emphasized, "If Healthdyne's board were serious about third party
transactions it would declare the company for sale to the highest bidder and
commence an auction. The so-called process referred to in Healthdyne's letter
falls far short of this. Healthdyne's letter once again makes it clear that
regardless of the wishes of Healthdyne's shareholders, Healthdyne is not for
sale."
The complete text of Mr. Mixon's letter responding to the letter from
Healthdyne's Chairman, Parker H. Petit, dated June 23, 1997, is reprinted
below.
June 24, 1997
Personal & Confidential
Mr. Parker Petit
Chairman of the Board
Healthdyne Technologies, Inc.
1255 Kennestone Circle
Marietta, GA 30066
Dear Mr. Petit:
I am writing this letter in response to your letter dated June 23, 1997. I am
extremely disappointed that the Healthdyne Board of Directors is only willing
to include Invacare in possible discussions regarding a potential acquisition or
strategic combination if Invacare withdraws its tender offer, stops soliciting
proxies and signs a confidentiality agreement with standstill provisions. As I
am sure you understand, Invacare is unable to accept these restrictions because
they would take away from Healthdyne's shareholders the opportunity to decide
for themselves at the upcoming annual meeting what is in their own best
interest.
Your letter suggests that withdrawal of our offer and participation in the
so-called third party discussion "process" would create a "level playing
field." We strongly disagree. This so-called
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Invacare/Healthdyne
Page Two
June 25, 1997
"process" reflects no commitment on the part of your board to proceed with or
even solicit a third party transaction and is yet another thinly disguised
entrenchment effort intended to dupe the shareholders into reelecting the
current board. In reality, the only level playing field available to the
Healthdyne shareholders is the opportunity to vote their shares at the annual
meeting. In light of the fact that our offer has been outstanding for almost
six months, we think it unlikely that a serious competing bidder will emerge.
Nonetheless, if your board were serious about third party transactions it would
declare the company for sale to the highest bidder and commence an auction. The
so-called "process" referred to in your letter falls far short of this. Your
letter once again makes it clear that, regardless of the wishes of your
shareholders, Healthdyne is not for sale.
According to your letter, you basis for requiring these restrictions upon
discussions with Invacare is that Invacare would have a legal duty to publicly
disclose any material non-public information furnished by Healthdyne. We cannot
understand how information you yourself have not deemed material enough to
disclose to your shareholders could suddenly become "material" in our hands. If
there is any material non-public information your shareholders should know in
order to fully evaluate our tender offer, nominees and proposals, you should
tell them. Of course, Healthdyne and any other third party would have the same
disclosure obligations if they were to proceed with a third party transaction.
Your recent actions only serve to reaffirm your unwillingness to sell the
company and your willingness to confuse your shareholders on the eve of the
proxy contest. Your suggestion that you will consider alternatives at this late
date, without any obligation to actually sell the company, is disingenuous. We
are confident that your shareholders will see your empty statements for what
they are - a last-ditch attempt to retain control of the company.
We intend to pursue our tender offer and the election of a new board of
directors who will carry out the wishes of the shareholders by selling the
company at the best available price.
Sincerely,
/s/ A. Malachi Mixon, III
Chairman and Chief Executive Officer
Invacare's $15 per share tender offer for all outstanding shares of
Healthdyne common stock 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 and the Supplements
thereto dated April 4, 1997 and June 6, 1997.
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PARTICIPANT INFORMATION
Invacare may solicit proxies for Healthdyne's 1997 annual meeting with respect
to its previously announced 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 ucts) 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).
