<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3
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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
This Amendment No. 3 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, between the Company
and 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.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented as
follows:
On February 25, 1997, the Parent issued a press release announcing that it
had extended the period during which the Offer will remain open to 6:00 p.m.,
New York City time, on Monday, March 24, 1997, unless further extended in the
manner described in the Offer to Purchase. The full text of the press release is
set forth in Exhibit 11(a)(11) 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)(11) Press Release issued by the Parent on February 25, 1997.
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: February 25, 1997
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NO. DESCRIPTION NO.
- --------- ------------------------------------------------------------------------------------------------ ---------
<S> <C> <C>
11(a)(11) Press Release issued by the Parent on February 25, 1997.........................................
</TABLE>
<PAGE>
[MACKENZIE PARTNERS LOGO]
156 FIFTH AVENUE
NEW YORK, NY 10010
212 929-5500
FAX 212 929-0308
FOR IMMEDIATE RELEASE
Contact: Mark Harnett
MacKenzie Partners, Inc.
(212) 929-5877
INVACARE CORPORATION ANNOUNCES EXTENSION OF
TENDER OFFER FOR HEALTHDYNE TECHNOLOGIES
Elyria, Ohio - (February 25, 1997) - Invacare Corporation (NASDAQ/NMS:IVCR)
announced today that its wholly owned subsidiary I.H.H. Corp. has extended its
$13 per share tender offer to purchase all the outstanding shares of common
stock of Healthdyne Technologies, Inc. (NASDAQ/NMS:HDTC) until 6:00 p.m., New
York City time, on Monday, March 24, 1997, unless further extended in the
manner described in the Offer to Purchase dated January 27, 1997. The offer
had been scheduled to expire at midnight, New York City time, on Monday,
February 24, 1997. Through such date, approximately 2,018,145 shares of
Healthdyne common stock had been validly tendered in connection with the
offer, which, together with the 600,000 shares owned by Invacare, constitutes
more than 20% of outstanding Healthdyne common stock, based on the most recent
information provided by Healthdyne.
A. Malachi Mixon, III, Chairman and Chief Executive Officer of Invacare,
said: "We are pleased at the support we have received so far from Healthdyne's
shareholders, a number of whom have tendered at this preliminary stage despite
the fact that Healthdyne has to date refused to remove its defensive mechanisms
and allow its shareholders a chance to take advantage of our offer.
"Our offer represents a more than 45% premium over Healthdyne stock's
closing price on the trading day before we made our initial acquisition
proposal. We believe that recent market prices reflect the continued
existence of our offer, as well as possible speculation that an increased price
will ultimately be paid for Healthdyne by us or a third party. However, in the
more than seven weeks since we made our first acquistion proposal to
Healthdyne, there has been no indication of any other party expressing an
interest in the acquisition of Healthdyne (which may partly explain the decline
in the spread of the trading price over our offer price). Of course, if
Healthdyne should decide to conduct discussions with potential acquirors, as we
presume they have so far failed to do since they have not provided any such
disclosure in an amendment to their tender offer recommendation, we believe that
they would be obligated to include us in order to fulfill their fiduciary
duties to their shareholders.
"As for us, we have stated repeatedly that we would be interested in
meeting with Healthdyne and would be prepared to discuss our offer price, among
other things, if Healthdyne's management is able to substantiate significant
additional values to our satisfaction, but only on terms that bring value to the
shareholders of both Invacare and Healthdyne. We're confident that over time
even more shareholders will appreciate our offer as the best way to maximize
value and will tender their shares."
# # #
