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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 16
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. 16 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 21, 1997, A. Malachi Mixon, III, Chairman and Chief Executive
Officer of the Parent, sent a letter to Parker H. Petit, Chairman of the
Company, the full text of which is set forth in Exhibit 11(g)(12) and is
incorporated herein by reference.
ITEM 11. EXHIBITS
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(g) (12) Letter dated May 21, 1997 from A. Malachi Mixon, Chairman and Chief Executive
Officer of the Parent, to Parker H. Petit, Chairman of the Company.
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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: May 21, 1997
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EXHIBIT INDEX
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EXHIBIT PAGE
NO. DESCRIPTION NO.
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Exhibit 11(g)(12) Letter dated May 21, 1997 from A. Malachi Mixon, Chairman and Chief Executive Officer
of the Parent, to Parker H. Petit, Chairman of the Company.
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Exhibit 11(g)(12)
[INVACARE LETTERHEAD]
May 21, 1997
Mr. Parker H. Petit
Chairman
Healthdyne Technologies, Inc.
Kennestone Circle
Marietta, GA 30066
Dear Mr. Petit:
I would like to reiterate my suggestion that you and I find a way
to avoid expensive and contentious litigation and other needless costs and
promptly meet to discuss a transaction we can both support.
As we have stated repeatedly, in the context of a negotiated
transaction, we would be prepared to discuss all aspects of our offer fully,
including, if Healthdyne's management is able to substantiate additional value
to our satisfaction, our offer price.
Of course, if you should decide to conduct discussions regarding
a potential acquisition or strategic combination involving Healthdyne with any
other party, we would expect to be included in that process and believe your
board's fiduciary duties to the Healthdyne shareholders would mandate our
inclusion. We note that we have seen no public indications of any other party
interested in a transaction at the level of our offer or otherwise, and we
continue to presume based on your lack of disclosure to the contrary that you
have not had discussions with any such parties.
Our goal is, as it has always been, to engage in a transaction on
terms that bring value to the shareholders of both Invacare and Healthdyne.
Since you believe our offer does not accomplish this, I once again invite you
to sit down with me to discuss a transaction which you would be willing to
recommend to your shareholders.
Sincerely,
/s/ A. Malachi Mixon, III
A. Malachi Mixon, III
Chairman of the Board &
Chief Executive Officer
