<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 31
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. 31 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 July 30, 1997, the Parent sold 100,000 Shares at a price per Share of
$16 3/4. The Parent is now the beneficial owner of 165,000 Shares (including 100
Shares owned by the Purchaser), representing approximately 1.3% of the Shares
outstanding based on the number of Shares reported by the Company as outstanding
on June 23, 1997.
On July 30, 1997, the Parent issued a press release, the full text of which
is set forth in Exhibit 11(g)(26).
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(g)(26) Press Release issued by the Parent on July 30, 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: July 30, 1997
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ----------- -----
<S> <C> <C>
11(g)(26) Press Release issued by the Parent on July 30, 1997
</TABLE>
<PAGE>
EXHIBIT 11(g)(26)
[MacKenzie Partners Letterhead]
FOR IMMEDIATE RELEASE
Contact: Mark H. Harnett
MacKenzie Partners, Inc.
(212) 929-5877
INVACARE BELIEVES ALL FOUR OF ITS PROPOSALS
PASSED AT HEALTHDYNE ANNUAL MEETING,
ALTHOUGH INCUMBENT DIRECTORS MAY HAVE BEEN REELECTED
Elyria, Ohio -- (July 30, 1997) -- Invacare Corporation
(NASDAQ/NMS:IVCR) announced today that, while an official tally has yet to be
announced, it believes based on the proxies submitted to it that all four of
its shareholder proposals passed at today's annual meeting of the
shareholders of Healthdyne Technologies, Inc. (NASDAQ/NMS:HDTC). Invacare's
proposals will, among other things, require Healthdyne's board of directors
to call a special meeting of shareholders upon the demand of 10% of the
shareholders, and will also require the board to remove the "dead hand"
provision from Healthdyne's poison pill (assuming a district court's decision
finding the removal proposal invalid is reversed by an appellate court).
Invacare also announced that, pending the official tally, it believes
that the incumbent Healthdyne directors were reelected at the annual meeting.
Invacare had nominated a majority of four candidates for the seven-person
board.
A. Malachi Mixon, III, Chairman and Chief Executive Officer of Invacare,
said, "We thank those shareholders who supported our proposals and nominees,
and think they made the right decision in the best interests of their
investment. While our apparent loss in the director election contest is
disappointing, our impressive victory on all four of our proposals,
especially the special meeting proposal, is a strong signal that the
shareholders intend to watch the reelected board very carefully and will not
tolerate any further defensive measures. It is interesting to note that less
than 50% of their own shareholders voted for the incumbent board, so their
support is somewhat less than overwhelming."
"Mr. Petit has made some very strong statements, including at the annual
meeting, regarding the likelihood of a transaction being announced in the
near future. We continue to be skeptical of such claims, and intend to watch
the actions of Healthdyne's board very carefully. We would expect that other
Healthdyne shareholders concerned about their investment will do the same. By
adopting our proposals the shareholders now have the power to hold the board
the accountable if they do not sell the company."
"The shareholder approval of our proposal to remove the 'dead hand'
provision has reinforced our desire to pursue our appeal of the district
court's rulings on these issues. We believe that the appellate court will
agree with us that not only is the 'dead hand' provision itself
<PAGE>
2
illegal, but also that the shareholders' approval of our proposal prohibiting
it should be respected."
Invacare's proposals, which it believed passed at the annual meeting,
were amendments to Healthdyne's by-laws designed to limit the number of
directors to seven; repeal the special meeting procedures previously adopted
by the board, 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.
###
2
