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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant / /
Filed by a party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
HEALTHDYNE TECHNOLOGIES, INC.
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(Name of Registrant as Specified In Its Charter)
INVACARE CORPORATION
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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Exhibit 99.3
NEWS RELEASE [MACKENZIE PARTNERS, INC. LOGO]
FOR IMMEDIATE RELEASE
Contact: Mark Harnett
MacKenzie Partners, Inc.
(212) 929-5877
INVACARE CORPORATION ANNOUNCES EXTENSION OF
TENDER OFFER FOR HEALTHDYNE TECHNOLOGIES
ELYRIA, OHIO - (March 24, 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, April 7, 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 6:00 p.m., New York City time, on Monday, March 24,
1997. As of 5:00 p.m. today, approximately 2,323,395 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 23% 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, and trust that our announcement of our seven highly-qualified
director nominees and our shareholder proposals will further garner that
support. "
"Based on Healthdyne's delay in calling their annual meeting and their desperate
and extraordinary attempt to do an end-run around their own shareholders - by
trying to manipulate the Georgia legislature to strip Healthdynes's shareholders
of critical shareholder rights by mandating staggered boards and other
director-entrenching measures - we can only assume that Healthdyne and its board
are scared of what their own shareholders may say and do at the upcoming annual
meeting."
"If the Healthdyne shareholders want a staggered board, they can always approve
one at the annual meeting on their own. We challenge Healthdyne to stop trying
to hide behind the skirts of the Georgia legislature, schedule their annual
meeting promptly, and let their own shareholders exercise their right to elect
the entire board of directors and thereby decide who should run the company and
whether it should be sold. In light of the attempts of Healthdyne's board and
management to disenfranchise them, the Healthdyne shareholders should seriously
consider whether they have any reason to place their trust and loyalty in the
current directors and management team."
"Nearly three months have passed, and unfortunately for Healthdyne shareholders,
the company has done nothing to maximize shareholder value and no one has come
forward with a better offer
-More-
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Invacare Tender Offer Extension 2
March 25, 1997
Page two
than ours. Given the recent precipitous drop in Healthdyne's stock price on
news of the proposed legislation, the market price is clearly in response to our
fully financed, premium tender offer, not to the Company's rosy suggestions
about future performance. As we have stated repeatedly, we continue to be
interested in meeting with Healthdyne in the hopes of promptly negotiating a
mutually agreeable transaction and in that context 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. We are
frankly tired of Parker H. Petit, Healthdyne's Chairman, criticizing us as
'bargain-hunters' when he refuses to provide us any information which would
justify a higher price."
# # #
PARTICIPANT INFORMATION
Invacare may solicit proxies for Healthdyne's 1997 annual meeting with respect
to the above-described nominees and proposals. Besides Invacare and the
nominees, other participants in this solicitation may include the following
directors and/or executive officers of Invacare: A. Malachi Mixon, III
(Chairman, Chief Executive Officer and Director), Gerald B. Blouch (President
and Chief Operating Officer), Thomas R. Miklich (Chief Financial Officer,
Secretary, General Counsel and Treasurer), J.B. Richey, III (Senior Vice
President--Total Quality Management and Director), Donald P. Andersen (Group
Vice President--Respiratory Products) and Louis F.J. Slangen (Senior Vice
President--Sales & Marketing). Although Salomon Brothers Inc ("Salomon
Brothers"), which is acting as dealer manager in connection with the tender
offer and serving as financial advisor to Invacare in connection with the
proposed acquisition of Healthdyne, does not admit that
it or any of its directors, officers, employees or affiliates is a
"participant", as defined in Schedule 14A promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended, or
that such Schedule 14A requires the disclosure of certain information concerning
them, the following employees of Salomon Brothers may assist Invacare in such a
solicitation: Scott Wilson (Managing Director), Wilder Fulford (Managing
Director), John Fowler (Managing Director), John Chambers (Director) and Sarah
Barnes (Vice President).
Invacare beneficially owns an aggregate of 600,000 shares of Healthdyne's common
stock. Salomon Brothers will receive customary financial advisor and dealer
manager fees, reimbursement and indemnification from Invacare in connection with
the tender offer and any acquisition by Invacare of Healthdyne. Salomon Brothers
will not receive any additional fee for or in connection with assisting in any
solicitation of proxies. Salomon Brothers engages in a full range of investment
banking, securities trading, market-making and brokerage services for
institutional and individual clients. In the ordinary course of its business,
Salomon Brothers maintains customary arrangements and effects transactions in
the securities of Healthdyne for the accounts of its customers. As a result of
its engagement by Invacare, Salomon Brothers has restricted its proprietary
trading in the securities of Healthdyne (although it may still execute trades
for customers on an unsolicited agency basis).
