<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 18
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. 18 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 28, 1997, the Parent and the Purchaser filed a reply to the
Company's Counterclaim opposing the Dead-Hand Elimination Proposal and a
counterclaim seeking declaratory and injunctive relief in connection with
the Dead-Hand Elimination Proposal ("Parent's Dead-Hand Elimination Proposal
Counterclaim"). Parent's Dead-Hand Elimination Proposal Counterclaim asks
the Court to (A) declare that the Dead-Hand Elimination Proposal (i) is
valid under Georgia law, (ii) proposes an amendment to the By-Laws that, if
approved by the shareholders, is valid, binding and enforceable under
Georgia law in accordance with its terms, (iii) shall be submitted to the
Company's shareholders for a vote at the Annual Meeting at a time and in a
manner such that, if adopted by the shareholders, it will result in the
elimination of the "dead-hand pill" restrictions and (iv) if adopted,
requires the Board of Directors to act immediately to eliminate the
"dead-hand" pill restrictions of the Rights Agreement and (B) enjoin the
Company from interfering with the consideration of the Dead-Hand Elimination
Proposal at the Annual Meeting. A copy of the reply and counterclaim filed
by the Parent and the Purchaser is set forth in Exhibit (g)(13).
ITEM 11. EXHIBITS
<TABLE>
<S> <C>
(g) (13) Reply and counterclaim filed by the Parent and the Purchaser on May 28, 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 30, 1997
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NO. DESCRIPTION NO.
- ------------------- -------------------------------------------------------------------------------------- -----
<S> <C> <C>
Exhibit 11(g)(13) Reply and counterclaim filed by the Parent and the Purchaser on May 28, 1997.
</TABLE>
<PAGE>
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF GEORGIA
ATLANTA DIVISION
_________________________
)
INVACARE CORPORATION and )
I.H.H. CORP., )
)
Plaintiffs, )
)
v. ) CIVIL ACTION NO: 97-CV-0205
)
HEALTHDYNE TECHNOLOGIES, )
INC., ET AL., )
)
)
Defendants. )
_________________________)
PLAINTIFFS' REPLY TO COUNTERCLAIM
OF HEALTHDYNE TECHNOLOGIES, INC., AND COUNTERCLAIM
--------------------------------------------------
Plaintiffs Invacare Corporation and I.H.H. Corp. (collectively "Invacare"),
by and through their attorneys, of their own knowledge as to their actions and
on information and belief as to the other matters herein, hereby file their
reply to the Counterclaim of defendant Healthdyne Technologies, Inc.
("Healthdyne"), and a counterclaim, and state as follows:
-1-
<PAGE>
REPLY
Invacare responds as follows to the allegations of the Counterclaim:
1.
Responding to Paragraph 1, Invacare admits the allegations of the first,
third, and fifth sentences. Invacare states that Healthdyne develops and
manufactures proprietary respiratory and sleep disorder products and that it
has, over the years, developed successful new products. Invacare denies the
remaining allegations of Paragraph 1.
2.
Responding to Paragraph 2, Invacare admits the allegations in the first
sentence. Invacare states that it has attempted to discuss various possible
transactions with Healthdyne on several occasions and on each occasion
Healthdyne has declined to pursue a transaction with Invacare. Invacare denies
the remaining allegations of Paragraph 2.
3.
Responding to Paragraph 3, Invacare admits that on January 2, 1997,
Invacare's chairman sent a letter to Healthdyne's president, Mr. Craig Reynolds,
and states that the letter speaks for itself. Invacare denies that the
Healthdyne board of directors gave Invacare's proposal careful consideration and
states that
-2-
<PAGE>
Healthdyne rejected Invacare's proposal without even contacting Invacare.
Invacare lacks sufficient knowledge or information to admit or deny the
remaining allegations of Paragraph 3.
4.
Responding to Paragraph 4, Invacare admits that on January 27, 1997, it
commenced an all cash tender offer for all outstanding shares of Healthdyne at
$13.00 per share (the "Offer"), and commenced litigation against Healthdyne and
certain members of its Board of Directors. Invacare admits that at various
times in the past Mr. Parker Petit has been personally represented by certain of
Invacare's counsel. Invacare further admits that the Healthdyne Board of
Directors on January 30, 1997 announced that it was rejecting the Offer as
"grossly inadequate", in Healthdyne's words. Invacare denies the allegations of
the third sentence of Paragraph 4. Invacare states that on January 27, 1997, it
announced its intention to pay the same consideration, $13.00, in the same form,
cash, in a second-step merger to all Healthdyne shareholders who did not tender
their shares in the tender offer, subject to the terms and conditions of the
Offer and the proposed merger. Invacare lacks sufficient knowledge or
information to admit or deny the remaining allegations of Paragraph 4.
5.
-3-
<PAGE>
Responding to Paragraph 5, Invacare admits the allegations in the first
sentence, admits that Healthdyne rejected the offer referred to therein, and
admits that the closing price of Healthdyne stock on April 14, 1997 was higher
than $13.50. Invacare denies that the offer was rejected after careful
consideration and states that it lacks sufficient knowledge or information to
admit or deny the remaining allegations of Paragraph 5.
6.
Responding to Paragraph 6, Invacare admits the allegations in the third
sentence and that Healthdyne has adopted a shareholder rights plan, the terms of
which speak for themselves. Invacare further admits that, when properly
structured and used, shareholder rights plans can allow corporate directors
additional time and negotiating power to respond to tender offers; that many
corporations across the country have adopted shareholder rights plans; and that
a shareholder rights plan can make consummation of a tender offer prohibitively
expensive. Invacare states that the shareholder rights plan adopted by
Healthdyne includes an unlawful and draconian Dead-Hand Provision as explained
in the Complaint in this action. Invacare denies the remaining allegations in
Paragraph 6, except for the legal conclusions as to which no response is
required.
-4-
<PAGE>
7.
Responding to Paragraph 7, Invacare admits that Healthdyne's shareholder
rights plan includes a Dead Hand Provision, as explained in the Complaint in
this action, which Healthdyne refers to as a "'continuing director' feature" in
the first sentence of Paragraph 7. Invacare states that the Dead Hand Provision
speaks for itself. Invacare denies the remaining allegations of Paragraph 7.
8.
Invacare admits the allegations of Paragraph 8.
9.
Responding to Paragraph 9, Invacare admits that it intends to introduce
certain proposals at the upcoming annual meeting of Healthdyne's shareholders,
and respectfully refers the Court to Ex. A of Healthdyne's counterclaim for the
full and complete terms of those proposals. Invacare further admits the
allegations of the second sentence of Paragraph 9, to the extent that it
accurately quotes from Invacare's proposal. Invacare denies the remaining
allegations of Paragraph 9.
10.
Responding to Paragraph 10, Invacare admits that Healthdyne has quoted
portions of O.C.G.A. Section 14-2-624, and the Comment
-5-
<PAGE>
thereto, but denies that O.C.G.A. Section 14-2-624 and the Comment have the
meaning and legal effect attributed to them by Healthdyne.
11.
Invacare is without knowledge or information sufficient to form a belief as
to the truth of the allegations of Paragraph 11.
12.
Responding to Paragraph 12, Invacare states that the cited statutes speak
for themselves, but denies that these statutes have the meaning and legal effect
attributed to them by Healthdyne. Invacare denies that the Georgia legislature
has ever affirmed the legality or importance of Healthdyne's Dead Hand
Provision, or any similar provision of a shareholder rights plan. Invacare
denies the remaining allegations of Paragraph 12.
13.
Invacare denies the allegations of Paragraph 13.
14.
Responding to Paragraph 14, Invacare states that the cited statutes and
comments thereto speak for themselves and denies that the statutes and comments
have the meaning and legal effect attributed to them by Healthdyne.
-6-
<PAGE>
15.
Responding to Paragraph 15, Invacare states that the allegations set forth
in its Complaint speak for themselves. Invacare denies the remaining
allegations of Paragraph 15.
16.
Responding to Paragraph 16, Invacare denies that O.C.G.A. Section 14-2-624
has the meaning and legal effect attributed to it by Healthdyne.
17.
Invacare denies the allegations of Paragraph 17.
18.
Responding to Paragraph 18, Invacare states that a determination by this
Court with respect to the validity of the proposed bylaw would be helpful prior
to the annual shareholders meeting, and, as set forth in Invacare's
counterclaim, the Court should determine and declare that the proposed bylaw is
valid and enforceable.
19.
Invacare denies the allegations of the Counterclaim to the extent that they
have not specifically been addressed in this response. Invacare further denies
that Healthdyne is entitled to any of the relief sought by the Counterclaim.
-7-
<PAGE>
COUNTERCLAIM
20.
On March 20, 1997, Invacare sent to Healthdyne a document titled "Notice of
Business to be Brought Before the 1997 Annual Meeting of Shareholders of
Healthdyne Technologies, Inc." ("March 20 Letter," Ex. A to Healthdyne
Counterclaim). In the March 20 Letter, Invacare stated its intention to appear
in person and/or by proxy at the 1997 annual meeting of Healthdyne's
shareholders ("Annual Meeting") to, INTER ALIA, introduce five proposals for
consideration by Healthdyne's shareholders. The second of these proposals
("Dead Hand Elimination Proposal") states:
A proposal, to be considered prior to the election of directors at the
Annual Meeting, to amend the Bylaws to provide that the Board of
Directors shall have no authority to take any action, or omit to take
any action, the effect of which action or omission would be to impose,
or permit to continue to be imposed, any limitation (directly or
indirectly, and including any such limitation imposed by means of a
requirement for concurrence or other action by any particular director
or particular type of director), resulting from or becoming operative
in light of, in whole or in part, a change in the composition of the
Board of Directors (whether or not under specified circumstances), on
the exercise by any future Board of Directors of any power or
authority that it would otherwise have, including any such limitation
on the ability of a Board of Directors to redeem or amend any
shareholder rights plan of the Company which
-8-
<PAGE>
limitation results from or becomes operative in light of, in whole or
in part, a change in the composition of the Board of Directors
(whether or not under specified circumstances). In particular, but
not in limitation, such amendment will also specifically provide that
the incumbent Board of Directors will be in violation of the Bylaws if
such Board, including any requisite group of "continuing directors",
fails to immediately take all necessary action (prior to the
consideration of the election of directors at the Annual Meeting) to
amend any shareholder rights plan of the Company to remove all such
limitations. Such amendment will further provide that such Bylaw may
not be amended, or any new Bylaw provision which is in any manner
inconsistent therewith be adopted, without the approval of the
shareholders;
21.
Adopting the Dead Hand Elimination Proposal is a valid shareholder action
under Georgia law and the amendment to Healthdyne's bylaws provided for in the
Dead Hand Elimination Proposal would, if approved by the shareholders, be valid,
binding, and enforceable.
22.
Healthdyne's attempt, by way of its counterclaim, to invalidate the Dead
Hand Elimination Proposal and to preclude Healthdyne's shareholders from
considering the Dead Hand Elimination Proposal at the Annual Meeting presents a
real and immediate controversy between the parties. A judgment by the Court
-9-
<PAGE>
will determine, terminate, and afford relief from the uncertainty, insecurity
and controversy surrounding the Dead Hand Elimination Proposal.
23.
Invacare seeks and is entitled to a declaration that the Dead Hand
Elimination Proposal (a) is valid under Georgia law, (b) proposes an amendment
to Healthdyne's bylaws that, if approved by the shareholders, is valid, binding
and enforceable under Georgia law in accordance with its terms, (c) shall be
submitted to the shareholders for a vote at the Annual Meeting at a time and in
a manner such that, if adopted by the shareholders, will result in the
elimination of the Dead Hand Provision, and (d) that if the Dead Hand
Elimination Proposal is adopted, the Healthdyne board of directors must
immediately act to amend its poison pill to eliminate the Dead Hand Provision.
Invacare further seeks and is entitled to an order preventing Healthdyne and the
other defendants from interfering with the consideration of the Dead Hand
Elimination Proposal at the Annual Meeting.
24.
Invacare has no adequate remedy at law.
WHEREFORE, Invacare respectfully requests that the Court:
-10-
<PAGE>
(1) Enter a judgment declaring that the Dead Hand Elimination Proposal (a)
is valid under Georgia law, (b) proposes an amendment to Healthdyne's bylaws
that, if approved by the shareholders, is valid, binding and enforceable under
Georgia law in accordance with its terms, (c) shall be submitted to the
shareholders for a vote at the Annual Meeting at a time and in a manner such
that, if adopted by the shareholders, will result in the elimination of the Dead
Hand Provision, and (d) that if the Dead Hand Elimination Proposal is adopted,
the Healthdyne board of directors must immediately act to amend its poison pill
to eliminate the Dead Hand Provision;
(2) Preliminarily and permanently enjoin the defendants from interfering
with the consideration of the Dead Hand Elimination Proposal at the Annual
Meeting;
(3) Enter an order dismissing Healthdyne's counterclaim, with costs taxed
to the defendants; and
(4) Grant Invacare such other and further relief as this Court deems just
and proper.
-11-
<PAGE>
DATED: May 28, 1997
KING & SPALDING
/s/ M. Robert Thornton
----------------------------------
M. Robert Thornton
Georgia Bar No. 710475
Michael R. Smith
Georgia Bar No. 661689
David J. Onorato
Georgia Bar No. 553826
191 Peachtree Street, N.E. Attorneys for Plaintiffs Invacare
Atlanta, Georgia 30303 Corporation and I.H.H. Corp.
Telephone: (404) 572-4600
Facsimile: (404) 572-5100
Of Counsel:
SIMPSON THACHER & BARTLETT
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
-12-
