<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FINAL AMENDMENT
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 Final Amendment 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:
At 6:00 p.m., New York City time, on August 1, 1997, the Offer expired
according to its terms without any Shares being purchased thereunder. On August
1, 1997, the Parent issued a Press Release the full text of which is set forth
in Exhibit 11(a)(43) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(43) Press Release issued by the Parent on August 1, 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: August 4, 1997
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ----------- ---------
<S> <C> <C>
11(a)(43) Press Release issued by the Parent on August 1, 1997.
</TABLE>
<PAGE>
Exhibit 11(a)(43)
[MACKENZIE PARTNERS LETTERHEAD]
FOR IMMEDIATE RELEASE
Contact: Mark H. Harnett
MacKenzie Partners, Inc.
(212) 929-5877
INVACARE CONFIRMS EXPIRATION OF HEALTHDYNE TENDER OFFER;
Continues to be Interested in Acquiring
Healthdyne But Will Pursue Other Options
Elyria, Ohio -- (August 1, 1997) -- Invacare Corporation (NASDAQ/NMS:IVCR)
confirmed that the $15 all-cash tender offer made by its wholly owned subsidiary
I.H.H. Corp. for all outstanding shares of common stock of Healthdyne
Technologies, Inc. (NASDAQ/NMS:HDTC) expired at 6:00 p.m., New York City time,
today without any shares being purchased. The depositary will return all shares
tendered in the offer and not withdrawn.
A. Malachi Mixon, III, Chairman and Chief Executive Officer of Invacare,
said "Given our belief, based on proxies we received and announcements made by
the company, that Healthdyne's incumbent board has been re-elected, there is no
point in continuing our tender offer at this time. Healthdyne's board has
consistently refused to dismantle the defensive obstacles necessary to permit
shareholders to take advantage of our offer, and shows no sign of doing so in
the near future."
"Like Healthdyne's other shareholders, we will now wait and see if
management is able to produce a sale transaction superior to our offer. If they
do not, our corporate governance proposals, which we and the company both
believe were approved by the shareholders at the annual meeting, will let the
shareholders hold the re-elected board accountable."
"We continue to be interested in acquiring Healthdyne, but we cannot wait
around idly. Therefore, we intend to pursue alternative steps necessary to
establish a strong position for Invacare in the sleep apnea market."
"Once again, we thank Healthdyne's shareholders for their support and for
their consideration of our offer, our nominees and our governance initiatives
over the past seven months."
# # #
