<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 20
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
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This Amendment No. 20 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 $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 (the "Offer
to Purchase"), as amended and supplemented by the Supplement thereto dated April
4, 1997 and the Second Supplement thereto dated June 6, 1997 (the "Second
Supplement"), a copy of which Second Supplement is attached hereto as Exhibit
(a)(30), and in the revised Letter of Transmittal, a copy of which is attached
hereto as Exhibit (a)(31) (which, together with any other amendments or
supplements thereto, constitute the "Offer").
The Schedule 14D-1 is hereby amended and supplemented as follows:
ITEM 1. SECURITY AND SUBJECT COMPANY.
(b) The information set forth in the Introduction (the "Introduction") of
the Second Supplement is incorporated herein by reference.
(c) The information set forth in Section 3 ("Price Range of Shares;
Dividends") of the Second Supplement is incorporated herein by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a)-(b) The information set forth in the Introduction, Section 5 ("Certain
Information Concerning the Purchaser and the Parent") and Section 7 ("Background
of the Offer; Contacts with the Company") of the Second Supplement is
incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) The information set forth in Section 6 ("Source and Amount of
Funds") of the Second Supplement is incorporated herein by reference.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
(a)-(c) The information set forth in the Introduction and Section 7
("Background of the Offer; Contacts with the Company") of the Second Supplement
is incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) The information set forth in the Introduction and Section 5 ("Certain
Information Concerning the Purchaser and the Parent") of the Second Supplement
is incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.
The information set forth in Section 5 ("Fees and Expenses") of the Second
Supplement is incorporated herein by reference.
2
<PAGE>
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
The information set forth in Section 5 ("Certain Information Concerning the
Purchaser and the Parent") of the Second Supplement is incorporated herein by
reference.
ITEM 10. ADDITIONAL INFORMATION.
(e) The information set forth in Section 7 ("Background of the Offer;
Contacts with the Company") and Section 8 ("Certain Legal Matters") of the
Second Supplement is incorporated herein by reference.
(f) The information set forth in the Second Supplement and the revised
Letter of Transmittal is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C>
(a)(29) Letter dated June 6, 1997 from A. Malachi Mixon, III, Chairman and CEO of
the Parent, to Company Shareholders.
(a)(30) Second Supplement to the Offer to Purchase dated June 6, 1997.
(a)(31) Revised Letter of Transmittal.
(a)(32) Revised Notice of Guaranteed Delivery.
(a)(33) Revised Letter from the Dealer Manager to Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.
(a)(34) Revised Letter to clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees.
(a)(35) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(36) Summary Advertisement dated June 6, 1997.
(b)(4) Commitment Letter dated June 4, 1997 to the Parent from the First
National Bank of Chicago.
</TABLE>
3
<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: June 6, 1997
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NO. DESCRIPTION NO.
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<S> <C> <C>
(11)(a)(29) Letter dated June 6, 1997 from A. Malachi Mixon, III, Chairman and CEO of the Parent, to
Company Shareholders..........................................................................
(11)(a)(30) Second Supplement to the Offer to Purchase dated June 6, 1997.................................
(11)(a)(31) Revised Letter of Transmittal.................................................................
(11)(a)(32) Revised Notice of Guaranteed Delivery.........................................................
(11)(a)(33) Revised Letter from the Dealer Manager to Brokers, Dealers, Commercial Banks, Trust Companies
and Nominees..................................................................................
(11)(a)(34) Revised Letter to clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and
Nominees......................................................................................
(11)(a)(35) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.........
(11)(a)(36) Summary Advertisement dated June 6, 1997......................................................
(11)(b)(4) Commitment Letter dated June 4, 1997 to the Parent from the First National Bank of Chicago....
</TABLE>
<PAGE>
[INVACARE LOGO]
June 6, 1997
DEAR HEALTHDYNE SHAREHOLDER:
On Wednesday, June 4, 1997, I.H.H. Corp., our wholly-owned subsidiary,
increased the price in its tender offer for all outstanding shares of common
stock of Healthdyne Technologies, Inc. to $15 per share. We have enclosed a
Second Supplement to the Offer to Purchase (attached) and various other
documents related to the revised tender offer. The tender offer will expire at
12:00 midnight, New York City time, on Friday, June 20, 1997, unless further
extended.
The attached Supplement should be read in conjuction with the Offer to
Purchase and the first Supplement thereto dated April 4, 1997. If you have not
previously received an Offer to Purchase and/or first Supplement, you can obtain
them from MacKenzie Partners, Inc., the Information Agent in the tender offer,
at the addresses and telephone numbers set forth on the back cover of the
attached Supplement or from brokers, dealers, commercial banks and trust
companies.
Note that if you have already validly tendered shares pursuant to the tender
offer (including by using any previous Letter of Transmittal which references a
price of $13 or $13.50 per share) and have not properly withdrawn such shares,
you need not take any further action in order to receive the increased price of
$15 per share pursuant to the tender offer. If you have not already tendered
your shares, we hope that you will give renewed consideration to the increased
tender offer.
You should know that this substantial increase--made in the interest of
bringing this unnecessarily drawn-out process to an end--represents our best and
final offer for Healthdyne. Absent a negotiated transaction in which
Healthdyne's management is able to substantiate additional value to our
satisfaction, we do not intend to raise our price again. Also, if the
shareholders do not elect our director nominees at the upcoming July 30 annual
meeting so as to permit our transaction to go forward, we fully intend to
evaluate all our options at that time, including withdrawing our offer and/or
disposing of some or all of our 600,000 shares of Healthdyne stock.
Healthdyne has continually refused to have any discussions or contacts with
us despite our numerous requests since the beginning of the year and has
constantly attempted to thwart our offer. With the July 30 annual meeting of
Healthdyne shareholders approaching, the decision of whether to permit our offer
to go forward is in your hands (you should be receiving Invacare's separate
proxy materials for the annual meeting in the next few weeks). IF YOU WOULD LIKE
TO ACCELERATE THE PROCESS AND GET THE BENEFITS OF OUR PREMIUM OFFER SOONER, WE
ENCOURAGE YOU TO URGE HEALTHDYNE TO ENTER INTO A NEGOTIATED TRANSACTION WITH US
PROMPTLY BY CONTACTING THEM DIRECTLY AND/OR BY TENDERING YOUR SHARES. (Remember,
you will have the opportunity to withdraw any tendered shares up until the final
expiration of the offer, and it is unlikely that the tender offer will be able
to be consummated on its current expiration date (Friday, June 20) without
prompt action by Healthdyne's board to satisfy the conditions relating to
Healthdyne's poison pill and the Georgia anti-takeover statutes.)
Detailed instructions on procedures for tendering shares are contained in
the enclosed materials and the Offer to Purchase. Questions and requests for
assistance may be directed to MacKenzie Partners at (800) 322-2885 or to Salomon
Brothers Inc., the Dealer Manager for the tender offer, at its address and
telephone number set forth on the back cover of the attached Supplement.
Sincerely,
/s/ A. MALACHI MIXON, III
--------------------------------------
A. MALACHI MIXON, III
CHAIRMAN OF THE BOARD &
CHIEF EXECUTIVE OFFICER
<PAGE>
PARTICIPANT INFORMATION
(INCLUDED PURSUANT TO SEC REQUIREMENTS)
Invacare may solicit proxies for Healthdyne's 1997 annual meeting with
respect to the above-described nominees and its previously announced 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, chief operating officer and director), Thomas R. Miklich
(chief financial officer, secretary, general counsel and treasurer), Joseph B.
Richey II (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 it
s 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).
<PAGE>
SECOND SUPPLEMENT TO THE
OFFER TO PURCHASE FOR CASH DATED JANUARY 27, 1997
I.H.H. CORP.
A WHOLLY OWNED SUBSIDIARY OF
INVACARE CORPORATION
HAS AMENDED ITS TENDER OFFER TO INCREASE
THE CASH PURCHASE PRICE FOR
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
HEALTHDYNE TECHNOLOGIES, INC.
TO
$15 NET PER SHARE
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, JUNE 20, 1997, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS SUBJECT TO THE CONDITIONS CONTAINED IN THE OFFER TO PURCHASE,
AS AMENDED AND SUPPLEMENTED BY THE SUPPLEMENT THERETO DATED APRIL 4, 1997.
IMPORTANT
Any shareholder desiring to tender all or any portion of such shareholder's
shares of Common Stock, par value $0.01 per share (the "Shares"), and the
associated Preferred Stock Purchase Rights (the "Rights"), of the Company should
either (1) complete and sign the revised Letter of Transmittal delivered
herewith or one of the Letters of Transmittal previously delivered to such
shareholder by the Parent and the Purchaser (or any facsimiles of such Letters
of Transmittal) in accordance with the instructions in such Letters of
Transmittal, mail or deliver one of such Letters of Transmittal (or such
facsimile thereof) and any other required documents to the Depositary (as
defined herein), and either deliver the certificates representing the tendered
Shares and, if separate, the certificates representing the associated Rights and
any other required documents to the Depositary or tender such Shares (and
Rights, if applicable) pursuant to the procedure for book-entry transfer set
forth in Section 3 of the Offer to Purchase (as defined herein) as amended and
supplemented hereby or (2) request such shareholder's broker, dealer, commercial
bank, trust company or other nominee to effect the transaction for such
shareholder. Shareholders having Shares (and Rights, if applicable) registered
in the name of a broker, dealer, commercial bank, trust company or other nominee
must contact such broker, dealer, commercial bank, trust company or other
nominee if they desire to tender Shares (and Rights, if applicable) so
registered. Unless and until the Purchaser declares that the Rights Condition
(as defined in the Offer to Purchase) is satisfied, holders of Shares will be
required to tender one Right for each Share tendered in order to effect a valid
tender of such Share.
A shareholder who desires to tender Shares and Rights and whose certificates
representing such Shares (and Rights, if applicable) are not immediately
available, or who cannot comply with the procedure for book-entry transfer on a
timely basis, must tender such Shares (and Rights, if applicable) by following
the procedures for guaranteed delivery set forth in Section 3 of the Offer to
Purchase as amended and supplemented hereby.
Shareholders who have previously validly tendered Shares pursuant to the
Offer and not properly withdrawn such Shares have validly tendered such Shares
for purposes of the Offer, as amended, and need not take any further action in
order to receive the increased price of $15 net per Share pursuant to the
amended Offer.
Questions and requests for assistance may be directed to Salomon Brothers
Inc, the Dealer Manager, and MacKenzie Partners, Inc., the Information Agent, at
their respective addresses and telephone numbers set forth on the back cover of
this Supplement. Additional copies of the Offer to Purchase, this Supplement,
the revised Letter of Transmittal and the revised Notice of Guaranteed Delivery
may be obtained from the Information Agent or from brokers, dealers, commercial
banks and trust companies.
--------------------------
THE DEALER MANAGER FOR THE OFFER IS:
SALOMON BROTHERS INC
---------------
June 6, 1997
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
INTRODUCTION............................................................................................... 1
THE AMENDED TENDER OFFER................................................................................... 3
1. Term of the Offer; Expiration Date................................................................. 3
2. Procedure for Tendering Shares and Rights.......................................................... 3
3. Price Range of Shares; Dividends................................................................... 3
4. Certain Information Concerning the Company......................................................... 3
5. Certain Information Concerning the Purchaser and the Parent........................................ 4
6. Source and Amount of Funds......................................................................... 5
7. Background of the Offer; Contacts with the Company................................................. 6
8. Certain Legal Matters.............................................................................. 10
9. Fees and Expenses.................................................................................. 12
10. Miscellaneous...................................................................................... 12
</TABLE>
i
<PAGE>
To: The Shareholders of
HEALTHDYNE TECHNOLOGIES, INC.
INTRODUCTION
The following information amends and supplements the Offer to Purchase dated
January 27, 1997, as previously amended and supplemented by the Supplement
thereto dated April 4, 1997 (the "Offer to Purchase"), of I.H.H. Corp. (the
"Purchaser"), a Delaware corporation and a wholly-owned subsidiary of Invacare
Corporation, an Ohio corporation (the "Parent"), pursuant to which the Purchaser
is offering 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) is satisfied) the
associated Preferred Stock Purchase Rights (the "Rights") issued pursuant to the
Rights Agreement, dated as of May 22, 1995, as amended (the "Rights Agreement"),
between the Company and SunTrust Bank, Atlanta (formerly Trust Company Bank), as
Rights Agent (the "Rights Agent"), at an increased 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 and this Supplement and in the revised Letter of Transmittal (which, as
further amended from time to time, together constitute the "Offer"). Unless the
context requires otherwise, all references in this Supplement to Shares shall be
deemed to refer also to the associated Rights, and all references to Rights
shall be deemed to include all benefits that may inure to the shareholders of
the Company or to holders of the Rights pursuant to the Rights Agreement. Based
on publicly available information, the Purchaser believes that one Right is
currently associated with each Share. Unless otherwise indicated, all
capitalized terms used but not defined herein shall have the meanings assigned
to them in the Offer to Purchase.
THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE OFFER TO PURCHASE.
EXCEPT AS SET FORTH IN THIS SUPPLEMENT AND THE REVISED LETTER OF TRANSMITTAL,
THE TERMS AND CONDITIONS PREVIOUSLY SET FORTH IN THE OFFER TO PURCHASE REMAIN
APPLICABLE IN ALL RESPECTS TO THE OFFER. TERMS USED BUT NOT DEFINED HEREIN HAVE
THE MEANINGS SET FORTH IN THE OFFER TO PURCHASE. ADDITIONAL COPIES OF THE OFFER
TO PURCHASE, THIS SUPPLEMENT, THE REVISED LETTER OF TRANSMITTAL AND THE REVISED
NOTICE OF GUARANTEED DELIVERY MAY BE OBTAINED FROM THE INFORMATION AGENT AT THE
ADDRESS AND TELEPHONE NUMBERS SET FORTH ON THE BACK COVER OF THIS SUPPLEMENT.
The discussion set forth in the Introduction of the Offer to Purchase is
hereby amended and supplemented as follows:
On June 4, 1997, the Parent announced that the Purchaser had increased the
Offer price from $13.50 to $15.00 per Share, net to the Seller in cash without
interest thereon.
In the Merger, each then outstanding Share (other than Shares held by the
Parent, the Purchaser or any other wholly owned subsidiary of the Parent, Shares
held in the treasury of the Company and Shares held by shareholders who properly
exercise appraisal rights under Georgia law) would be converted into the right
to receive in cash the increased price or $15 per Share paid by the Purchaser
pursuant to the amended Offer.
THE MINIMUM CONDITION. According to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 1997 (the "March 10-Q"), 12,741,408
shares were outstanding at May 1, 1997 and, according to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996 (the "1996
10-K"), options covering a total of approximately 1,782,000 Shares were
outstanding under the Company's various stock option plans at December 31, 1996.
The Parent currently beneficially owns an aggregate of 600,000 Shares (including
100 Shares owned by the Purchaser), representing approximately 4.7% of the
Shares outstanding based on the number of Shares reported by the Company as
outstanding at May 1, 1997. Based on this information, the Purchaser believes
that the Minimum Condition will be satisfied if approximately 6,806,939 Shares
are validly tendered pursuant to the Offer
1
<PAGE>
and not properly withdrawn. However, the Minimum Condition will depend on the
facts as they exist on the date on which Shares are purchased pursuant to the
Offer.
* * *
The Parent has publicly stated that the current $15 per share Offer
represents the Parent's and the Purchaser's "best and final" offer for the
Company and that, absent a negotiated transaction in which the Company's
management is able to substantiate additional value to the Parent's
satisfaction, the Parent and the Purchaser do not intend to raise the price in
the Offer again. In addition, the Parent has publicly stated that if the
Company's shareholders do not elect the Parent's Nominees at the upcoming July
30, 1997 Annual Meeting so as to permit the Offer and the Merger to go forward,
the Parent and the Purchaser intend to evaluate all their options at that time,
including withdrawing the Offer and/or disposing of some or all of the 600,000
Shares beneficially owned by the Parent. See Section 7 of this Supplement.
THIS SUPPLEMENT DOES NOT CONSTITUTE A SOLICITATION OF A PROXY, CONSENT OR
AUTHORIZATION FOR OR WITH RESPECT TO THE ANNUAL MEETING OR ANY SPECIAL MEETING
OF THE COMPANY'S SHAREHOLDERS OR ANY ACTION IN LIEU THEREOF. ANY SUCH
SOLICITATION WHICH THE PURCHASER OR THE PARENT MAY MAKE WILL BE MADE ONLY
PURSUANT TO SEPARATE PROXY MATERIALS IN COMPLIANCE WITH THE REQUIREMENTS OF
SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE
ACT").
THE OFFER TO PURCHASE, THIS SUPPLEMENT AND THE REVISED LETTER OF TRANSMITTAL
CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE OFFER.
2
<PAGE>
THE AMENDED TENDER OFFER
1. TERM OF THE OFFER; EXPIRATION DATE. The discussion set forth in Section
1 of the Offer to Purchase is hereby amended and supplemented as follows:
The price to be paid for Shares purchased pursuant to the Offer has been
increased from $13.50 to $15.00 per Share (and associated Right), net to the
seller in cash without interest thereon, upon the terms and subject to the
conditions of the Offer.
The term "Expiration Date" means 12:00 midnight, New York City time, on
Friday, June 20, 1997, unless and until the Purchaser, in its sole discretion,
shall have extended the period during which the Offer is open, in which event
the term "Expiration Date" shall mean the latest time and date at which the
Offer, as so extended by the Purchaser, shall expire.
2. PROCEDURE FOR TENDERING SHARES AND RIGHTS. The discussion set forth in
Section 3 of the Offer to Purchase is hereby amended and supplemented as
follows:
The revised Letter of Transmittal and the revised Notice of Guaranteed
Delivery distributed with this Supplement may be used to tender Shares.
Tendering shareholders may also continue to use any of the Letters of
Transmittal and the Notices of Guaranteed Delivery previously distributed with
the Offer to Purchase to tender Shares in order to receive the increased price
of $15 net per Share pursuant to the Offer.
SHAREHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED SHARES PURSUANT TO THE
OFFER AND NOT PROPERLY WITHDRAWN SUCH SHARES HAVE VALIDLY TENDERED SUCH SHARES
FOR PURPOSES OF THE OFFER, AS AMENDED, AND NEED NOT TAKE ANY FURTHER ACTION IN
ORDER TO RECEIVE THE INCREASED PRICE OF $15 NET PER SHARE PURSUANT TO THE
AMENDED OFFER.
3. PRICE RANGE OF SHARES; DIVIDENDS. The discussion set forth in Section 6
of the Offer to Purchase is hereby amended and supplemented as follows:
According to publicly available sources, the high and low closing sale
prices per Share for the second quarter of 1997 (through June 5, 1997) were
$15.75 and $13.88, respectively. According to publicly available sources, the
Company did not pay any cash dividends during such period.
On June 5, 1997, the last full trading day prior to the time at which the
Parent announced it was increasing the Offer price from $13.50 to $15.00 per
Share, the closing sale price per Share reported on the Nasdaq National Market
was $14.75. The Offer represents a premium of approximately 70% over the $8.88
closing sale price per Share reported on the Nasdaq National Market on December
31, 1996, the last full trading day before the Parent delivered its January 2,
1997 letter to the Company proposing to acquire the Company at a price of $12.50
per Share in cash. SHAREHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION
FOR THE SHARES.
4. CERTAIN INFORMATION CONCERNING THE COMPANY. The discussion set forth in
Section 7 of the Offer to Purchase is hereby amended and supplemented as
follows:
3
<PAGE>
Set forth below are certain selected consolidated financial data for the
Company's three fiscal years ending December 31, 1996, which were derived from
the 1996 10-K, and for the three-month periods ending March 31, 1997 and 1996,
which were derived from the March 10-Q and the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1996, respectively. More comprehensive
financial information is included in such documents (including management's
discussion and analysis of financial condition and results of operations) and
other documents filed by the Company with the Commission, and the following
financial data is qualified in its entirety by reference to such other documents
including the financial information and related notes contained therein. Such
other documents may be examined and copies thereof may be obtained from the
offices of the Commission and the Nasdaq Stock Market in the manner set forth in
the Offer to Purchase.
HEALTHDYNE TECHNOLOGIES, INC.
SELECTED CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE YEAR ENDED
ENDED MARCH 31, DECEMBER 31,
---------------------- -----------------------------------
<S> <C> <C> <C> <C> <C>
1997 1996 1996 1995 1994
----------- --------- ----------- ----------- ---------
<CAPTION>
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Revenues........................................... $ 35,671 $ 27,482 $ 118,318 $ 110,494 $ 89,012
Operating Earnings................................. 3,969 3,440 11,615 12,209 8,712
Earnings before Income Taxes....................... 2,132 2,936 9,530 10,389 8,488
Income Tax Expense................................. (853) (1,159) (3,805) (4,102) (3,383)
Net Earnings....................................... 1,279 1,777 5,725 6,287 5,105
Net Earnings per Common Share...................... $ 0.10 $ 0.14 $ 0.44 $ 0.50 $ 0.41
Weighted Average Number of Common Shares
Outstanding for EPS Calculation.................. 13,270 12,950 12,919 12,694 12,401
<CAPTION>
AT MARCH 31, AT DECEMBER 31,
---------------------- -----------------------------------
1997 1996 1996 1995 1994
----------- --------- ----------- ----------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA
Working Capital.................................... $ -- $ -- $ 36,887 $ 36,641 $ 28,489
Total Assets....................................... 102,223 84,119 98,078 82,876 69,412
Total Liabilities.................................. 55,877 44,883 53,808 45,975 36,377
Total Shareholders' Equity......................... 46,346 39,236 44,270 36,901 29,535
</TABLE>
5. CERTAIN INFORMATION CONCERNING THE PURCHASER AND THE PARENT. The
discussion set forth in Section 8 of the Offer to Purchase is hereby amended and
supplemented as follows:
Set forth below are certain selected consolidated financial data for the
Parent's three fiscal years ending December 31, 1996, which were derived from
the Parent's Annual Report on Form 10-K for the fiscal year ended December 31,
1996, and for the three-month periods ending March 31, 1997 and 1996, which were
derived from the Parent's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997 and March 31, 1996, respectively. More comprehensive financial
information is included in such documents (including management's discussion and
analysis of financial condition and results of operations) and other documents
filed by the Parent with the Commission, and the following financial data is
qualified in its entirety by reference to such other documents including the
financial information and related notes contained therein. Such other documents
may be examined and copies thereof may be obtained from the offices of the
Commission and the Nasdaq Stock Market in the same manner as set forth with
respect to information about the Company in the Offer to Purchase.
4
<PAGE>
INVACARE CORPORATION
SELECTED CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE YEAR ENDED
ENDED MARCH 31, DECEMBER 31,
------------------------ -------------------------------------
<S> <C> <C> <C> <C> <C>
1997 1996 1996 1995 1994
----------- ----------- ----------- ----------- -----------
<CAPTION>
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Net Sales....................................... $ 151,524 $ 134,461 $ 619,498 $ 504,032 $ 411,123
Income from Operations.......................... 12,525 10,229 65,393 54,144 43,736
Earnings Before Income Taxes.................... 11,830 9,937 63,768 51,845 41,877
Income Taxes.................................... (4,610) (3,875) (24,850) (19,680) (15,500)
Net Earnings.................................... 7,220 6,062 38,918 32,165 26,377
Net Earnings per Share.......................... $ 0.24 $ 0.20 $ 1.28 $ 1.07 $ 0.89
Dividends per Common Share...................... .012500 .012500 .05000 .03750 .01875
Weighted Average Number of Shares
Outstanding for EPS Calculation............... 30,412 30,376 30,393 30,077 29,696
<CAPTION>
AT MARCH 31, AT DECEMBER 31,
------------------------ -------------------------------------
1997 1996 1996 1995 1994
----------- ----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA
Working Capital................................. $ -- $ -- $ 160,952 $ 119,749 $ 112,768
Total Assets.................................... 502,579 439,668 509,628 408,750 338,109
Total Liabilities............................... 259,145 234,165 271,031 207,431 174,102
Total Shareowners' Equity....................... 243,434 205,503 238,597 201,319 164,007
</TABLE>
The Parent currently beneficially owns an aggregate of 600,000 Shares
(including 100 Shares owned by the Purchaser), representing approximately 4.7%
of the 12,741,408 Shares reported by the Company as outstanding at May 1, 1997.
6. SOURCE AND AMOUNT OF FUNDS. The discussion set forth in Section 9 of
the Offer to Purchase is hereby amended and supplemented as follows:
The total amount of funds required by the Purchaser to purchase all of the
outstanding Shares (on a fully-diluted basis) and pay related fees and expenses
is expected to be approximately $215 million. The Purchaser will obtain such
funds through capital contributions and/or intercompany loans by the Parent
and/or various wholly-owned direct or indirect subsidiaries of the Parent. The
Parent has in place committed bank facilities sufficient to provide such funds.
However, the Offer is not conditioned on the receipt of financing.
The Parent has accepted a commitment letter (the "Additional Commitment
Letter") from First National Bank of Chicago ("First National") which provides
that First National will provide to the Parent, on specified terms and subject
to specified conditions, up to $25 million (the "Additional Facility") in
addition to the amount available under the Loan Agreement. The Additional
Commitment Letter contemplates that the Additional Facility will be provided on
the same terms, covenants and conditions as the Facility under the Loan
Agreement, including without limitation interest rates, facility fees,
covenants, conditions precedent and representations and warranties, and that the
Additional Facility will be implemented by amending the Loan Agreement to
increase the aggregate commitments available thereunder by an amount equal to
the Additional Facility. The commitment will terminate on September 30, 1997,
unless extended by First National, or upon the execution of the amendment of the
Loan Agreement, and may be terminated earlier in the event that First National
determines that there has been any material adverse change in primary or
secondary loan syndication markets or capital markets generally.
5
<PAGE>
The foregoing summary is qualified in its entirety by reference to the text
of the Additional Commitment Letter, a copy of which is filed as an exhibit to
the Tender Offer Statement on Schedule 14D-1 and is incorporated herein by
reference and may be inspected in the same manner as set forth in Section 7 of
the Offer to Purchase. When the definitive amendment or any other definitive
documentation relating to the Additional Facility is executed, a copy will be
filed as an exhibit to the Schedule 14D-1.
7. BACKGROUND OF THE OFFER; CONTACTS WITH THE COMPANY.
The discussion set forth in Section 10 of the Offer to Purchase is hereby
amended and supplemented as follows:
On April 8, 1997, the Parent issued the following press release:
INVACARE SEEKING COURT ORDER COMPELLING
HEALTHDYNE TECHNOLOGIES TO HOLD SHAREHOLDERS MEETING
Elyria, Ohio--(April 8, 1997)--Invacare Corporation announced that
it is seeking a court order to compel Healthdyne Technologies, Inc. to
hold its 1997 Annual Meeting of Shareholders as promptly as possible and
in any event by June 30, 1997.
A. Malachi Mixon, III, Chairman and Chief Executive Officer of
Invacare, said "Healthdyne's failure to schedule its annual meeting is
yet another attempt to prevent its shareholders from exercising their
rights to elect directors of their own choosing. Healthdyne's last two
annual meetings were in May and April. Yet they have not taken any of
the public actions, such as announcing meeting and record dates, sending
out broker search cards and filing preliminary proxy materials,
necessary to hold the 1997 meeting consistent with that timetable, and
have refused to publicly disclose when they intend to hold the annual
meeting. Indeed, the only actions the Healthdyne directors have taken so
far with respect to the 1997 annual meeting have been attempts to
end-run their own shareholders by a failed legislative effort to abolish
shareholders' rights to elect a full board and by deletion of a by-law
provision requiring annual meetings to be held on the fourth Tuesday in
April unless otherwise scheduled."
"We are perplexed that Parker H. Petit, Healthdyne's Chairman,
thinks that our demands that Healthdyne hold its meeting in accordance
with Georgia law and past practices will deny Healthdyne's shareholders
an opportunity to make an informed decision with respect to our premium
tender offer. There is no question that Healthdyne's first-quarter
earnings, about which we have already expressed concern, will be
available prior to the annual meeting, and Mr. Petit is free to make any
other disclosures he thinks will support his rejection of our premium
offer consistent, of course, with his fiduciary duties."
"Unless Mr. Petit believes that he is entitled to delay a
shareholders meeting until some unspecified time more than six months
after Healthdyne's year-end when he decides the company has finally
demonstrated 'progress', we cannot understand his objection to
scheduling and holding the annual meeting promptly. Perhaps he is
concerned that shareholders at the annual meeting will ask why
Healthdyne missed Wall Street estimates for eight consecutive quarters,
why Healthdyne's 1996 earnings dropped from 1995 levels, and why Mr.
Petit disposed of approximately one-third of his Healthdyne stock in May
and June while the stock was trading near its 1996 highs and shortly
before its precipitous decline."
"In any case, we believe that Healthdyne and its Board of Directors
are required by Georgia law, their fiduciary duties and their own
by-laws to hold the annual meeting promptly and not later than June 30,
1997, and intend to take all actions necessary to cause them to do so."
6
<PAGE>
As previously announced, Invacare is proposing a slate of seven
director nominees and a set of corporate governance by-law amendments
for consideration by shareholders at the annual meeting. Invacare's
$13.50 per share tender offer for all outstanding shares of common stock
of Healthdyne is currently scheduled to expire at 6:00 p.m. on Monday,
April 28, 1997, unless extended in the manner described in the Offer to
Purchase dated January 27, 1997, as amended and supplemented by the
Supplement thereto dated April 4, 1997.
On April 8, 1997, the Company issued a press release announcing its
first-quarter earnings information.
On April 14, 1997, the Company issued a press release announcing that its
Board of Directors would be asked to schedule the Annual Meeting for late July
and that it would seek a court ruling on the validity of the Dead-Hand
Elimination Proposal. In the press release, Mr. Petit stated, among other
things, that a meeting in late July would give shareholders the opportunity to
consider the Company's second-quarter results. On April 17, 1997, the Company
issued a press release announcing that it had scheduled its Annual Meeting for
July 30, 1997.
On April 28, 1997, the Parent issued the following press release:
INVACARE ACCEPTS BINDING JULY 30 DATE
FOR HEALTHDYNE TECHNOLOGIES ANNUAL MEETING
Elyria, Ohio--(April 28, 1997)--Invacare Corporation announced today
that Healthdyne Technologies, Inc. and Invacare have agreed to a consent
order regarding Healthdyne's Annual Meeting. The consent order, which
has been entered by the judge in the Georgia litigation, requires
Healthdyne to hold its Annual Meeting on July 30, 1997, without any
further extension or delay, so long as Invacare does not change the
price or form of consideration offered in its tender offer within
fifteen days before the meeting date. If Invacare changes the price or
form of consideration in its offer, the consent order limits any delay
of the Annual Meeting to no more than fifteen days after such change.
A. Malachi Mixon, III, Invacare's Chairman and Chief Executive
Officer said, "We are pleased that we could come to an agreement with
Healthdyne regarding the scheduling of the Annual Meeting which allows
both sides to avoid further, unnecessary legal expenses with respect to
this issue. Our primary interest in initiating this part of the
litigation was to have Healthdyne schedule the Annual Meeting so that
shareholders could act on our offer."
"Since, as we have said before, our $13.50 offer--which represents a
more than 52% premium over the trading price at the time our original
acquisition proposal was made and reflects a multiple substantially in
excess of those that exist for comparable companies in the industry--is
based on Healthdyne's potential to achieve a turnaround and perform at a
considerably higher level than it has over its last two fiscal years, we
welcome the opportunity to review Healthdyne's second quarter results."
"This agreement with respect to the Annual Meeting demonstrates that
an open dialogue on issues can lead to a resolution acceptable to both
Invacare and Healthdyne. Therefore, I once again invite Mr. Petit to sit
down with us to discuss all aspects of our proposal so that we can reach
agreement on a transaction that creates value for the shareholders of
both companies."
As previously announced, Invacare is proposing a slate of seven
director nominees and a set of corporate governance by-law amendments
for consideration by shareholders at the annual meeting. The proposed
amendments are designed to facilitate the change in the Board
7
<PAGE>
and the consummation of Invacare's fully-financed, premium tender offer;
to prevent manipulation by the current Board of Healthdyne's by-laws and
of the size of the Board to be elected at the annual meeting, to allow
for a special meeting to be called by shareholders owning 10% of the
Company's stock; and to cause the existing Board to eliminate the
Company's "dead-hand" pill provisions.
Invacare's $13.50 per share tender offer for all outstanding shares
of Healthdyne common stock is currently scheduled to expire at 6:00 p.m.
on Monday, April 28, 1997, unless extended in the manner described in
the Offer to Purchase dated January 27, 1997, as amended and
supplemented by the Supplement thereto dated April 4, 1997.
On April 29, 1997, the Parent issued a press release announcing that the
Purchaser had extended the Offer until 6:00 p.m., New York City time, on
Tuesday, May 27, 1997 and that, as of April 28, 1997, approximately 2,580,313
Shares had been tendered, which, together with the 600,000 Shares owned by the
Parent, constituted approximately 25% of the outstanding Shares, based on the
most recent information provided by the Company.
Between May 12, 1997 and May 28, 1997, Simpson Thacher & Bartlett, counsel
to the Parent and the Purchaser (the "Parent's Counsel"), exchanged
correspondence with Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the
Company (the "Company's Counsel"), regarding allegations made by the Company in
the Company's Preliminary Proxy Statement filed with the Commission on May 5,
1997 that the Parent's Nominees, if elected as directors of the Company at the
Annual Meeting, may not be considered "continuing directors" empowered to
approve the Offer and the Merger for purposes of the Georgia Fair Price Statute
in order to satisfy the Georgia Fair Price Statute Condition. Copies of the
correspondence have been previously filed as exhibits to the Schedule 14D-1 or
to the Company's Solicitation/Recommendation Statement on Schedule 14D-9. As
expressed by the Company's Counsel, the Company contends that the Parent and the
Purchaser would, prior to the Annual Meeting, be deemed to be "beneficial
owners", as such term is used in the Georgia Fair Price Statute, of the Shares
tendered to the Purchaser in the Offer and/or for which proxies are given to the
Parent's representatives for the Annual Meeting, notwithstanding that such
tenders may be withdrawn at any time prior to acceptance for purchase and that
such proxies would be fully revocable at any time. Consequently, under the
Company's interpretation, the Parent and the Purchaser would become "interested
shareholders" prior to the Annual Meeting and thus the directors nominated by
them for election at that meeting could not be "continuing directors" unless
recommended by the current Board of Directors. The Parent and the Purchaser
strongly disagree with the Company's allegations. King & Spalding, Georgia
counsel to the Parent and the Purchaser, has rendered its written opinion (a
copy of which has been filed as part of an exhibit to the Schedule 14D-1) that
the Parent and the Purchaser are not the "beneficial owners" (within the meaning
of the Georgia Fair Price Statute) of Shares tendered in the Offer prior to
acceptance for purchase, nor will they be the "beneficial owners" of Shares for
which revocable proxies are granted to them or voted at the Annual Meeting
(although the opinion recognized that there is no controlling Georgia judicial
precedent and thus it is not possible to predict with absolute certainty how a
Georgia court would rule). The Parent and the Purchaser intend to vigorously
oppose any assertion that the Parent's Nominees, if elected as directors of the
Company at the Annual Meeting, will not be "continuing directors" empowered to
approve the Offer and the Merger in order to satisfy the Georgia Fair Price
Statute Condition.
8
<PAGE>
On May 21, 1997, Mr. Mixon sent the following letter to Mr.
Petit:
May 21, 1997
Mr. Parker H. Petit
Chairman
Healthdyne Technologies, Inc.
Kennestone Circle
Marietta, GA 30066
Dear Mr. Petit:
I would like to reiterate my suggestion that you and I find a way to
avoid expensive and contentious litigation and other needless costs and
promptly meet to discuss a transaction we can both support.
As we have stated repeatedly, in the context of a negotiated
transaction, we 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.
Of course, if you should decide to conduct discussions regarding a
potential acquisition or strategic combination involving Healthdyne with
any other party, we would expect to be included in that process and
believe your board's fiduciary duties to the Healthdyne shareholders
would mandate our inclusion. We note that we have seen no public
indications of any other party interested in a transaction at the level
of our offer or otherwise, and we continue to presume based on your lack
of disclosure to the contrary that you have not had discussions with any
such parties.
Our goal is, as it has always been, to engage in a transaction on
terms that bring value to the shareholders of both Invacare and
Healthdyne. Since you believe our offer does not accomplish this, I once
again invite you to sit down with me to discuss a transaction which you
would be willing to recommend to your shareholders.
Sincerely,
A. Malachi Mixon, III
Chairman of the Board &
Chief Executive Officer
9
<PAGE>
On May 28, 1997, the Parent issued a press release announcing that the
Purchaser had extended the Offer until 12:00 midnight, New York City time, on
Friday, June 20, 1997, unless further extended, and that, as of May 27, 1997,
approximately 1,608,554 Shares had been tendered, which, together with the
600,000 Shares owned by the Parent constituted approximately 17% of the
outstanding Shares, based on the most recent information provided by the
Company.
On June 4, 1997, the Parent issued the following press release:
INVACARE ANNOUNCES "BEST AND FINAL" INCREASE IN OFFER PRICE
FOR HEALTHDYNE TECHNOLOGIES TO $15
Elyria, Ohio--(June 4, 1997)--Invacare Corporation announced today
that its wholly owned subsidiary I.H.H. Corp. has increased the price in
its tender offer for all outstanding shares of common stock of
Healthdyne Technologies, Inc. from $13.50 to $15.00 per share, net to
the seller in cash without interest thereon, upon the other terms and
subject to the conditions set forth in the Offer to Purchase dated
January 27, 1997, as amended and supplemented by the Supplement thereto
dated April 4, 1997, and the related Letter of Transmittal. The
increased offer represents a premium of approximately 70% over
Healthdyne's $8.88 stock price on the trading day before Invacare made
its initial acquisition proposal.
A. Malachi Mixon, III, Invacare's Chairman and Chief Executive
Officer, said, "This substantial increase--made in the interest of
bringing this unnecessarily drawn-out process to an end--represents our
best and final offer for Healthdyne. Absent a negotiated transaction in
which Healthdyne's management is able to substantiate additional value
to our satisfaction, we do not intend to raise our price again."
"Let me add that if Healthdyne's shareholders do not elect our
nominees at the upcoming July 30 annual meeting so as to permit our
transaction to go forward, we fully intend to evaluate all our options
at that time, including withdrawing our offer and/or disposing of some
or all of our 600,000 shares of Healthdyne stock."
"In light of our increased offer, which fully reflects current
market estimates of Healthdyne's future performance, I once again call
on Chairman Parker H. Petit and the rest of Healthdyne's management to
meet with us promptly to discuss a mutually agreeable transaction.
Alternatively, we urge them to take the necessary actions to remove
Healthdyne's defensive measures with respect to our transaction to
permit their shareholders to take immediate advantage of our premium
offer, which we are confident is simply too compelling to pass up."
The tender offer is currently scheduled to expire at 12:00 midnight,
New York City time, on Friday, June 20, 1997, unless further extended in
the manner described in the above-described Offer to Purchase and
Supplement.
THIS SUPPLEMENT DOES NOT CONSTITUTE A SOLICITATION OF A PROXY, CONSENT OR
AUTHORIZATION FOR OR WITH RESPECT TO THE ANNUAL MEETING OR ANY SPECIAL MEETING
OF THE COMPANY'S SHAREHOLDERS OR ANY ACTION IN LIEU THEREOF. ANY SUCH
SOLICITATION WHICH THE PURCHASER OR THE PARENT MAY MAKE WILL BE MADE ONLY
PURSUANT TO SEPARATE PROXY MATERIALS IN COMPLIANCE WITH THE REQUIREMENTS OF
SECTION 14(A) OF THE EXCHANGE ACT.
8. CERTAIN LEGAL MATTERS. The discussion set forth in Section 15 of the
Offer to Purchase is hereby amended and supplemented as follows:
DEFENSIVE TACTICS LITIGATION. On April 7, 1997, the Parent and the
Purchaser filed a Motion for Preliminary Injunction (the "Annual Meeting
Motion") claiming, among other things, that (i) as part of a
10
<PAGE>
scheme of extreme defensive and director-entrenching measures, the defendants
were delaying the Annual Meeting in violation of their fiduciary duties and the
By-Laws and (ii) the GBCC required the defendants to hold the Annual Meeting by
no later than June 30, 1977. The Annual Meeting Motion sought an order requiring
the defendants to take all steps necessary to cause the Company to hold the
Annual Meeting promptly and in any event by no later than June 30, 1997.
On April 14, 1997, the Company filed a Motion to Amend its Answer to add a
counterclaim ("Company's Dead-Hand Elimination Proposal Counterclaim") alleging
that, among other things, the Parent's Proposal to be made at the Annual Meeting
to cause the existing Board to eliminate the "dead-hand pill" restrictions in
the Rights Agreement (the "Dead-Hand Elimination Proposal") would be in
violation of Georgia law and requesting that the Parent be enjoined from
soliciting proxies in support of such Proposal. The Company also filed a Motion
for Summary Judgment on the Company's Dead-Hand Elimination Proposal
Counterclaim on the same day.
On April 21, 1997, the Company filed a Response Brief in Opposition to the
Annual Meeting Motion.
On April 28, 1997, the Parent and the Company agreed to, and the Court
entered, a consent order (the "Annual Meeting Consent Order") requiring the
Company to hold the Annual Meeting on July 30, 1997 so long as the Parent and
the Purchaser do not change the price or form of consideration offered in the
Offer within fifteen days before the meeting date. The Annual Meeting Consent
Order further provides that, if such a change in the Offer is made, the Company
may delay the Annual Meeting to no more than fifteen days after the date of such
change, and also permits the parties to petition the Court for relief from the
order. As a result of the Annual Meeting Consent Order, the Parent and the
Purchaser withdrew the Annual Meeting Motion.
On May 1, 1997, the Court granted leave to the Company to file the Company's
Dead-Hand Elimination Proposal Counterclaim and the related Motion for Summary
Judgment.
On May 16, 1997, the Parent and the Purchaser filed a Motion for a
Preliminary Injunction (the "Dead-Hand Motion") seeking an order declaring the
"dead-hand pill" restrictions of the Rights Agreement invalid and ordering the
director defendants to amend the Rights Agreement to remove such restrictions.
The Court has scheduled a hearing for the Dead-Hand Motion as well as the Motion
for Summary Judgment on the Company's Dead-Hand Elimination Proposal
Counterclaim for Monday, June 16, 1997.
On May 28, 1997, the Parent and the Purchaser filed a reply to the Company's
Dead-Hand Elimination Proposal Counterclaim and a counterclaim seeking
declaratory and injunctive relief in connection with the Dead-Hand Elimination
Proposal ("Parent's Dead-Hand Elimination Proposal Counterclaim"). The 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 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.
On June 2, 1997, the Parent and the Purchaser filed a Motion for Summary
Judgment on Parent's Dead-Hand Elimination Proposal Counterclaim and a
memorandum of law opposing the Company's motion for summary judgment on the
Company's Dead-Hand Elimination Proposal Counterclaim and in support of the
motion for summary judgment on Parent's Dead-Hand Elimination Proposal
Counterclaim.
The Parent has been advised that the plaintiffs in the other shareholder
lawsuits have filed a Motion for Preliminary Injunction substantially similar to
the Dead-Hand Motion and the Court has indicated that
11
<PAGE>
such motion will be heard on June 16, 1997 at the same time as the
above-described motions in the Defensive Tactics Litigation.
9. FEES AND EXPENSES. The discussion set forth in Section 16 of the Offer
to Purchase is hereby amended and supplemented as follows:
The Parent has retained The Robinson-Humphrey Company, Inc.
("Robinson-Humphrey"), an Atlanta, Georgia investment banking firm, to provide
advice in connection with the Offer. To date, the Parent has paid
Robinson-Humphrey a fee of $100,000. Upon the acquisition of the Company, the
Parent has agreed to pay Robinson-Humphrey an additional fee of $200,000.
Salomon Brothers has agreed to reduce the amount of the acquisition fee payable
by the Parent to Salomon Brothers in an amount equal to the fee that the Parent
is obligated to pay Robinson-Humphrey upon an acquisition of the Company. The
Parent will also reimburse Robinson-Humphrey for reasonable expenses (including
attorneys' fees and expenses) in an amount not to exceed $15,000, and has also
agreed to indemnify Robinson-Humphrey against certain liabilities and expenses
in connection with the Offer, including certain liabilities under the federal
securities laws.
10. MISCELLANEOUS. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATION ON BEHALF OF THE PURCHASER OR THE PARENT NOT
CONTAINED HEREIN, IN THE OFFER TO PURCHASE OR IN THE REVISED LETTER OF
TRANSMITTAL AND IF GIVEN OR MADE SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED.
I.H.H. Corp.
June 6, 1997
12
<PAGE>
Facsimile copies of the revised Letter of Transmittal, properly completed
and duly executed, will be accepted. The revised Letter of Transmittal,
certificates for Shares and/or Rights and any other required documents should be
sent or delivered by each shareholder of the Company or his broker, dealer,
commercial bank, trust company or other nominee to the Depositary as follows:
THE DEPOSITARY FOR THE OFFER IS:
IBJ SCHRODER BANK & TRUST COMPANY
<TABLE>
<S> <C> <C>
BY MAIL: BY FACSIMILE TRANSMISSION: BY HAND OR OVERNIGHT
DELIVERY:
P.O. Box 84 (212) 858-2611 One State Street
Bowling Green Station Attn: Reorganization New York, New York 10004
New York, New York Operations Department Attn: Securities Processing
10274-0084
Window, Subcellar One
Attn: Reorganization CONFIRM FACSIMILE BY
Operations Department TELEPHONE:
(212) 858-2103
</TABLE>
Any questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective telephone numbers and addresses
listed below. Additional copies of the Offer to Purchase, this Supplement, the
revised Letter of Transmittal and the revised Notice of Guaranteed Delivery may
also be obtained from the Information Agent. You may also contact your broker,
dealer, commercial bank or trust company for assistance concerning the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
[MACKENZIE PARTNERS, INC. LOGO]
156 Fifth Avenue
New York, NY 10010
(212) 929-5500 (call collect)
or
CALL TOLL-FREE: (800) 322-2885
THE DEALER MANAGER FOR THE OFFER IS:
SALOMON BROTHERS INC
Seven World Trade Center
New York, New York 10048
(212) 783-6592 (Call Collect)
<PAGE>
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
HEALTHDYNE TECHNOLOGIES, INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED JANUARY 27, 1997
AND THE SUPPLEMENTS THERETO
DATED APRIL 4, 1997 AND JUNE 6, 1997
BY
I.H.H. CORP.
A WHOLLY OWNED SUBSIDIARY OF
INVACARE CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, JUNE 20, 1997, UNLESS THE OFFER IS EXTENDED.
THE DEPOSITARY FOR THE OFFER IS:
IBJ SCHRODER BANK & TRUST COMPANY
<TABLE>
<S> <C> <C>
BY MAIL: BY FACSIMILE TRANSMISSION: BY HAND OR OVERNIGHT DELIVERY:
P.O. Box 84 (212) 858-2611 One State Street
Bowling Green Station Attn.: Reorganization New York, New York 10004
New York, New York Operations Department Attn.: Securities Processing
10274-0084 Window, Subcellar One
Attn.: Reorganization CONFIRM FACSIMILE BY
Operations Department TELEPHONE: (212) 858-2103
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSIONS OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS SET
FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
While the Letters of Transmittal previously circulated with the Offer to
Purchase dated January 27, 1997 and the Supplement thereto dated April 4, 1997
refer only to such Offer to Purchase and Supplement, shareholders using any such
document to tender their Shares and Rights (as such terms are defined below)
will nevertheless receive $15 per Share for each Share validly tendered and not
properly withdrawn and accepted for payment pursuant to the Offer (as defined
below), subject to the conditions of the Offer. Shareholders who have previously
validly tendered and not properly withdrawn their Shares pursuant to the Offer
are not required to take any further action to receive, subject to the
conditions of the Offer, the increased tender price of $15 per Share if Shares
are accepted for payment and paid for by the Purchaser (as defined below)
pursuant to the Offer.
This revised Letter of Transmittal or any Letter of Transmittal previously
delivered to shareholders is to be completed by shareholders either if
certificates for Shares or Rights are to be forwarded herewith or, unless an
Agent's Message (as defined in Section 2 of the Offer to Purchase (as defined
below)) is utilized, if tenders of Shares or Rights are to be made by book-entry
transfer into the account of IBJ Schroder Bank & Trust Company, as Depositary
(the "Depositary"), at The Depository Trust Company ("DTC") or the Philadelphia
Depository Trust Company ("PDTC") (each a "Book-Entry Transfer Facility" and
collectively, the "Book-Entry Transfer Facilities") pursuant to the book-entry
procedures set forth in Section 3 of the Offer to Purchase (as defined below).
Shareholders who tender Shares or Rights by book-entry transfer are referred to
herein as "Book-Entry Shareholders".
Unless and until I.H.H. Corp., a Delaware corporation (the "Purchaser"),
declares that the Rights Condition (as defined in the Offer to Purchase) is
satisfied, holders of Shares will be required to tender one Right for each Share
tendered in order to effect a valid tender of such Share. If the Distribution
Date (as defined in the Offer to Purchase described below) has not occurred
prior to the time Shares are tendered pursuant to the Offer, a tender of Shares
will also constitute a tender of the associated Rights. See Section 3 of the
Offer to Purchase. If the Distribution Date has occurred, and certificates
representing Rights (the "Rights Certificates") have been distributed to holders
of Shares, such holders will be required to tender Rights Certificates
representing a number of Rights equal to the number of Shares being tendered in
order to effect a valid tender of such Shares. Holders of Shares and Rights
whose certificates for such Shares (the "Share Certificates") and, if
applicable, Rights Certificates are not immediately available or who cannot
deliver their Share Certificates or, if applicable, Rights Certificates and all
other required documents to the Depositary prior to the Expiration Date (as
defined in Section 1 of the Offer to Purchase), or who cannot complete the
procedure for book-entry transfer on a timely basis, must tender their Shares
and Rights according to the guaranteed delivery procedure set forth in Section 3
of the Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO A
BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
<PAGE>
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
<TABLE>
<S> <C> <C>
DESCRIPTION OF SHARES TENDERED
<CAPTION>
SHARE CERTIFICATE(S) AND SHARE(S) TENDERED
(ATTACH ADDITIONAL LIST, IF NECESSARY)
<S> <C> <C>
<CAPTION>
SHARES
SHARE EVIDENCED BY
CERTIFICATE SHARE SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
<S> <C> <C>
TOTAL SHARES......................................................
* NEED NOT BE COMPLETED BY BOOK-ENTRY SHAREHOLDERS.
** UNLESS OTHERWISE INDICATED, ALL SHARE CERTIFICATES DELIVERED TO THE DEPOSITARY WILL BE DEEMED TO
HAVE BEEN TENDERED. SEE INSTRUCTION 4.
</TABLE>
<TABLE>
<S> <C> <C>
DESCRIPTION OF RIGHTS TENDERED*
<CAPTION>
RIGHTS CERTIFICATE(S) AND RIGHT(S) TENDERED
(ATTACH ADDITIONAL LIST, IF NECESSARY)
<S> <C> <C>
<CAPTION>
RIGHTS
RIGHTS EVIDENCED BY
CERTIFICATE RIGHTS RIGHTS
NUMBER(S)** CERTIFICATE(S)** TENDERED***
<S> <C> <C>
TOTAL RIGHTS......................................................
* NEED NOT BE COMPLETED IF THE DISTRIBUTION DATE HAS NOT OCCURRED.
** NEED NOT BE COMPLETED BY BOOK-ENTRY SHAREHOLDERS.
*** UNLESS OTHERWISE INDICATED, ALL RIGHTS CERTIFICATES DELIVERED TO THE DEPOSITARY WILL BE DEEMED
TO HAVE BEEN TENDERED. SEE INSTRUCTION 4.
</TABLE>
<PAGE>
/ / CHECK HERE IF SHARES ARE BEING TENDERED BY BOOK-ENTRY TRANSFER TO THE
DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER FACILITIES AND
COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN A BOOK-ENTRY TRANSFER FACILITY
MAY DELIVER RIGHTS BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution __________________________________________________
Check box of applicable Book-Entry Transfer Facility:
(CHECK ONE) / / DTC / / PDTC
Account Number
- ------------------------ Transaction Code Number
- ------------------------
/ / CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING.
PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY:
Name(s) of Registered Holder(s) ________________________________________________
Window Ticket No. (if any) _____________________________________________________
Date of Execution of Notice of Guaranteed Delivery _____________________________
Name of Institution which Guaranteed Delivery __________________________________
If delivered by Book-Entry Transfer, check box of Book-Entry Transfer Facility
(check one):
(CHECK ONE) / / DTC / / PDTC
Account Number
- ------------------------ Transaction Code Number
- ------------------------
<PAGE>
/ / CHECK HERE IF RIGHTS ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE
DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER FACILITIES AND
COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN A BOOK-ENTRY TRANSFER FACILITY
MAY DELIVER RIGHTS BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution __________________________________________________
Check box of applicable Book-Entry Transfer Facility:
(CHECK ONE) / / DTC / / PDTC
Account Number
- ------------------------ Transaction Code Number
- ------------------------
/ / CHECK HERE IF RIGHTS ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING.
PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY:
Name(s) of Registered Holder(s) ________________________________________________
Window Ticket No. (if any) _____________________________________________________
Date of Execution of Notice of Guaranteed Delivery _____________________________
Name of Institution which Guaranteed Delivery __________________________________
If delivered by Book-Entry Transfer, check box of Book-Entry Transfer Facility
(check one):
(CHECK ONE) / / DTC / / PDTC
Account Number
- ------------------------ Transaction Code Number
- ------------------------
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to I.H.H. Corp., a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of Invacare Corporation, an Ohio
corporation (the "Parent"), the above-described 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
described 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 (the "Rights Agreement"), between the Company and SunTrust
Bank, Atlanta (formerly Trust Company Bank), as Rights Agent (the "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 this revised Letter of Transmittal (which, as
further amended from time to time, together constitute the "Offer"). Unless the
context requires otherwise, all references to Shares shall be deemed to refer
also to the associated Rights, and all references to Rights shall be deemed to
include all benefits that may inure to the shareholders of the Company or to
holders of the Rights pursuant to the Rights Agreement. The undersigned
understands that the Purchaser reserves the right to transfer or assign, in
whole or from time to time in part, to one or more of its affiliates, the right
to purchase all or any portion of the Shares and Rights tendered pursuant to the
Offer, receipt of which is hereby acknowledged.
The undersigned understands that if the Distribution Date (as defined in the
Offer to Purchase) has occurred and certificates representing Rights (the
"Rights Certificates") have been distributed to holders prior to the date of
tender of the Shares and Rights tendered herewith pursuant to the Offer, Rights
Certificates representing a number of Rights equal to the number of Shares being
tendered herewith must be delivered to the Depositary (as defined below) or, if
available, a Book-Entry Confirmation (as defined herein) must be received by the
Depositary with respect thereto in order for such Shares tendered herewith to be
validly tendered. If the Distribution Date has occurred and Rights Certificates
have not been distributed prior to the time Shares are tendered herewith
pursuant to the Offer, the undersigned agrees to deliver Rights Certificates
representing a number of Rights equal to the number of Shares tendered herewith
to IBJ Schroder Bank & Trust Company (the "Depositary") within three business
days after the date such Rights Certificates are distributed. A tender of Shares
without Rights Certificates constitutes an agreement by the tendering
shareholder to deliver Rights Certificates representing a number of Rights equal
to the number of Shares tendered pursuant to the Offer to the Depositary within
three business days after the date such Rights Certificates are distributed. The
undersigned understands that if the Rights Condition is not satisfied and the
Distribution Date occurs prior to the Expiration Date, the Purchaser reserves
the right to require that the Depositary receive such Rights Certificates or a
Book-Entry Confirmation with respect to such Rights prior to accepting Shares
for payment. In that event, payment for Shares tendered and accepted for payment
pursuant to the Offer will be made only after timely receipt by the Depositary
of, or Book-Entry Confirmation with respect to, among other things, Rights
Certificates, if Rights Certificates have been distributed to holders of Shares.
<PAGE>
Subject to, and effective upon, acceptance for payment of the Shares and
Rights tendered herewith in accordance with the terms of the Offer, the
undersigned hereby sells, assigns and transfers to, or upon the order of, the
Purchaser all right, title and interest in and to all of the Shares and Rights
that are being tendered hereby and any and all dividends, distributions
(including additional Shares) or rights declared, paid or issued with respect to
the tendered Shares on or after October 1, 1996 (except to the extent publicly
disclosed by the Company with specificity in documents filed with the Commission
prior to January 2, 1997) and payable or distributable to the undersigned on a
date prior to transfer to the name of the Purchaser or nominee or transferee of
the Purchaser on the Company's stock transfer records of the Shares tendered
herewith (except that if the Rights are redeemed by the Company's Board of
Directors in accordance with the terms of the Rights Agreement, tendering
stockholders who are holders of record as of the applicable record date will be
entitled to receive and retain the redemption price of $.01 per Right in
accordance with the Rights Agreement) (collectively, a "Distribution"), and
appoints the Depositary the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Shares and Rights (and any Distribution) with
full power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest) to (i) deliver such Share
Certificates (as defined herein) evidencing such shares and Rights Certificates
(and any Distribution) or transfer ownership of such Shares and Rights (and any
Distribution) on the account books maintained by a Book-Entry Transfer Facility,
together, in either case, with appropriate evidences of transfer, to the
Depositary for the account of the Purchaser, (ii) present such Shares and Rights
(and any Distribution) for transfer on the books of the Company and (iii)
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Shares and Rights and any Distribution, all in accordance with the terms
and subject to the conditions of the Offer.
By executing this Letter of Transmittal, the undersigned irrevocably
appoints designees of the Purchaser and each of them as such shareholder's
attorneys-in-fact and proxies, with full power of substitution, in the manner
set forth in this Letter of Transmittal, to the full extent of such
shareholder's rights with respect to the Shares and Rights tendered by such
shareholder and accepted for payment by the Purchaser (and with respect to any
and all other Shares or Rights or other securities issued or issuable in respect
of such Shares or Rights on or after the date hereof). All such powers of
attorney and proxies shall be considered irrevocable and coupled with an
interest in the tendered Shares and Rights. Such appointment will be effective
when, and only to the extent that, the Purchaser accepts such Shares and Rights
for payment. Upon such acceptance for payment, all prior powers of attorney and
proxies given by such shareholder with respect to such Shares and Rights (and
such other shares and securities) will be revoked without further action, and no
subsequent powers of attorney and proxies may be given nor any subsequent
written consents executed (and, if given or executed, will not be deemed
effective). The designees of the Purchaser will, with respect to the Shares and
Rights (and such other shares and securities) for which such appointment is
effective, be empowered to exercise all voting and other rights of such
shareholder as they in their sole discretion may deem proper at any annual or
special meeting of the Company's shareholders or any adjournment or postponement
thereof, by written consent in lieu of any such meeting or otherwise. The
Purchaser reserves the right to require that, in order for Shares and Rights to
be deemed validly tendered, immediately upon the Purchaser's payment of such
Shares and Rights, the Purchaser must be able to exercise full voting rights
with respect to such Shares and Rights and other securities, including voting at
any meeting of shareholders.
The undersigned hereby represents and warrants that the (a) undersigned has
full power and authority to tender, sell, assign and transfer the Shares and
Rights tendered hereby (and any Distribution) and (b) when the Shares and Rights
are accepted for payment by the Purchaser, the Purchaser will acquire good,
marketable and unencumbered title to the Shares and Rights (and any
Distribution), free and clear of all liens, restrictions, charges and
encumbrances, and the same will not be subject to any adverse claim. The
undersigned, upon request, will execute and deliver all additional documents
deemed by the Depositary or the Purchaser to be necessary or desirable to
complete the sale, assignment and transfer of the Shares and Rights tendered
hereby (and any Distribution). In addition, the undersigned shall promptly remit
and transfer to the Depositary for the account of the Purchaser any and all
Distributions in respect of the Shares and Rights tendered hereby, accompanied
by appropriate documentation of transfer; and, pending such remittance and
transfer or appropriate assurance thereof, the Purchaser shall be, subject to
applicable law, entitled to all rights and privileges as the owner of each such
Distribution, and may withhold the entire purchase price of the Shares and or
deduct from the purchase price, the amount or value of such Distribution, as
determined by the Purchaser in its sole discretion.
All authority herein conferred or agreed to be conferred shall not be
affected by and shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned.
<PAGE>
Tenders of Shares and Rights made pursuant to the Offer are irrevocable,
except that Shares and Rights tendered pursuant to the Offer may be withdrawn at
any time prior to the Expiration Date (as defined in the Offer to Purchase) and,
unless theretofore accepted for payment by the Purchaser pursuant to the Offer,
may also be withdrawn at any time after March 28, 1997 (or such later date as
may apply as a result of extension of the Offer). See Section 4 of the Offer to
Purchase.
The undersigned understands that tenders of Shares and Rights pursuant to
any of the procedures described in Section 3 of the Offer to Purchase and in the
instructions hereto will constitute a binding agreement between the undersigned
and the Purchaser upon the terms and subject to the conditions set forth in the
Offer, including the undersigned's representation and warranty that the
undersigned owns the Shares and Rights being tendered.
Unless otherwise indicated herein under "Special Payment Instructions",
please issue the check for the purchase price and/or issue or return any
certificate(s) for Shares and Rights not tendered or not accepted for payment in
the name(s) of the registered holder(s) appearing under "Description of Shares
Tendered" and "Description of Rights Tendered", respectively. Similarly, unless
otherwise indicated "Special Delivery Instructions", please mail the check for
the purchase price and/or any certificate(s) for Shares and Rights not tendered
or not accepted for payment (and accompanying documents, as appropriate) to the
address(es) of the registered holder(s) appearing under "Description of Shares
Tendered" and "Description of Rights Tendered", respectively. In the event that
both the Special Delivery Instructions and the Special Payment Instructions are
completed, please issue the check for the purchase price and/or any
certificate(s) for Shares and Rights not tendered or accepted for payment in the
name of, and deliver such check and/or certificates to, the person or persons so
indicated. Unless otherwise indicated herein under "Special Payment
Instructions", please credit any Shares and Rights tendered herewith by
book-entry transfer that are not accepted for payment by crediting the account
at the Book-Entry Transfer Facility designated above. The undersigned recognizes
that the Purchaser has no obligation, pursuant to the Special Payment
Instructions, to transfer any Shares or Rights from the name(s) of the
registered holder(s) thereof if the Purchaser does not accept for payment any of
the Shares or Rights so tendered.
<PAGE>
<TABLE>
<S> <C>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7) (SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificate(s) for To be completed ONLY if certificate(s) for
Shares and Rights not tendered or not Shares and Rights not tendered or not
accepted for payment and/or the check for accepted for payment and/or the check for
the purchase price of Shares and Rights the purchase price of Shares and Rights
accepted for payment are to be issued in the accepted for payment are to be sent to
name of someone other than the undersigned someone other than the undersigned or to the
or if Shares or Rights tendered by undersigned at an address other than that
book-entry transfer which are not accepted shown above.
for payment are to be returned by credit to
an account maintained at a Book-Entry
Transfer Facility.
Issue: / / check / / certificates to: Mail: / / check / / certificates to:
Name........................................ Name........................................
(PLEASE PRINT) (PLEASE PRINT)
Address..................................... Address.....................................
............................................ ...........................................
(INCLUDE ZIP CODE) (INCLUDE ZIP CODE)
........................................... ...........................................
(TAX ID. OR SOCIAL SECURITY NO.) (TAX ID. OR SOCIAL SECURITY NO.)
(SEE SUBSTITUTE FORM W-9 ON THE REVERSE SIDE) (SEE SUBSTITUTE FORM W-9 ON THE REVERSE SIDE)
Credit Shares and Rights tendered by book-
entry transfer that are not accepted for
payment to
(Check one):
/ / The Depository Trust Company
/ / Philadelphia Depository Trust Company
............................................
(DTC OR PDTC ACCOUNT NO.)
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
SIGN IMPORTANT SIGN
HERE SHAREHOLDERS: SIGN HERE HERE
[arrow] AND COMPLETE SUBSTITUTE FORM W-9 [arrow]
...................................................................................
...................................................................................
(SIGNATURE(S) OF HOLDER(S))
Dated:...................................................................... , 1997
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on Share
Certificate(s) or Rights Certificate(s) or on a security position listing or by
person(s) authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by trustee, executor, administrator,
guardian, attorney-in-fact, officer of corporation or other person acting in a
fiduciary or representative capacity, please provide the following information and
see Instruction 5.)
Name(s)............................................................................
...................................................................................
(PLEASE PRINT)
Capacity (Full Title)..............................................................
Address............................................................................
...................................................................................
(INCLUDE ZIP CODE)
Area Code and Telephone Number.....................................................
Tax Identification or
Social Security No. ...............................................................
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature...............................................................
Name...............................................................................
Name of Firm.......................................................................
(PLEASE PRINT)
Address............................................................................
(INCLUDE ZIP CODE)
Area Code and Telephone Number.....................................................
Dated:...................................................................... , 1997
</TABLE>
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this
Letter of Transmittal (a) if this Letter of Transmittal is signed by the
registered holder(s) of Shares and Rights (which term, for purposes of this
document, shall include any participant in a Book-Entry Transfer Facility whose
name appears on a security position listing as the owner of Shares and/or
Rights) tendered herewith, unless such holder(s) has completed either the box
entitled "Special Payment Instructions" or the box entitled "Special Delivery
Instructions" above, or (b) if such Shares and/ or Rights are tendered for the
account of a firm which is a bank, broker, dealer, credit union, savings
association or other entity which is a member in good standing of the Securities
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Guarantee Program or the Stock Exchange Medallion Program (each of the
foregoing being referred to as an "Eligible Institution"). In all other cases,
all signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution. See Instruction 5 of this Letter of Transmittal.
2. REQUIREMENTS OF TENDER. This Letter of Transmittal is to be completed
by shareholders either if certificates are forwarded herewith or, unless an
Agent's Message is utilized, if tenders are to be made pursuant to the procedure
for tender by book-entry transfer set forth in Section 3 of the Offer to
Purchase. Share Certificates, or timely confirmation (a "Book-Entry
Confirmation") of a book entry transfer of such Shares into the Depositary's
account at a Book-Entry Transfer Facility, as well as this Letter of Transmittal
(or a facsimile hereof), properly completed and duly executed, with any required
signature guarantees, or an Agent's Message in connection with a book-entry
transfer, and any other documents required by this Letter of Transmittal, must
be received by the Depositary at one of its addresses set forth herein prior to
the Expiration Date (as defined in Section 1 of the Offer to Purchase) and,
unless and until the Purchaser declares that the Rights Condition (as defined in
the Offer to Purchase) is satisfied, Rights Certificates or timely confirmation
of a book-entry transfer of Rights into the Depositary's account at a Book-Entry
Transfer Facility, if available (together with, if Rights are forwarded
separately from Shares, a properly completed and duly executed Letter of
Transmittal (or a facsimile hereof) with any required signature guarantees, or
an Agent's Message in the case of a book-entry delivery, and any other documents
required by this Letter of Transmittal, must be received by the Depositary at
one of its addresses set forth herein prior to the Expiration Date or, if later,
within three business days after the date such Rights Certificates are
distributed. Shareholders whose Share Certificates or Rights Certificates are
not immediately available (including Rights Certificates that have not yet been
distributed by the Company) or who cannot deliver their Share Certificates or
Rights Certificates and all other required documents to the Depositary prior to
the Expiration Date or who cannot complete the procedure for delivery by
book-entry transfer on a timely basis may tender their Shares and Rights by
properly completing and duly executing a Notice of Guaranteed Delivery pursuant
to the guaranteed delivery procedure set forth in Section 3 of the Offer to
Purchase. Pursuant to such procedure: (i) such tender must be made by or through
an Eligible Institution; (ii) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form made available by the Purchaser,
must be received by the Depositary prior to the Expiration Date; (iii) the Share
Certificates (or a Book-Entry Confirmation) representing all tendered Shares, in
proper form for transfer, in each case together with the Letter of Transmittal
(or a facsimile thereof), properly completed and duly executed, with any
required signature guarantees (or, in the case of a book-entry delivery, an
Agent's Message) and any other documents required by this Letter of Transmittal,
must be received by the Depositary within three Nasdaq National Market trading
days after the date of execution of such Notice of Guaranteed Delivery; and (iv)
unless and until the Purchaser declares that the Rights Condition is satisfied,
the Rights Certificates, if issued, representing the appropriate number of
Rights or a Book-Entry Confirmation, if available, in each case together with a
properly completed and duly executed Letter of Transmittal (or a facsimile
thereof), with any required signature guarantees (or, in the case of a
book-entry delivery, an Agent's Message) and any other documents required by
this Letter of Transmittal, must be received by the Depositary within three
Nasdaq National Market trading days after the date of execution of such Notice
of Guaranteed Delivery, or if later, three business days after Rights
Certificates are distributed to shareholders, all as provided in Section 3 of
the Offer to Purchase. If Share Certificates and Rights Certificates are
forwarded separately to the Depositary, a properly completed and duly executed
Letter of Transmittal must accompany each such delivery.
<PAGE>
THE METHOD OF DELIVERY OF SHARE CERTIFICATES OR RIGHTS CERTIFICATES AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER
FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS
BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares and Rights will be purchased. All tendering shareholders, by
execution of this Letter of Transmittal (or a facsimile hereof), waive any right
to receive any notice of the acceptance of their Shares and Rights for payment.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares and Rights and any other
required information should be listed on a separate signed schedule attached
hereto.
4. PARTIAL TENDERS. (NOT APPLICABLE TO BOOK-ENTRY SHAREHOLDERS) If fewer
than all the Shares evidenced by any Share Certificate submitted are to be
tendered, fill in the number of Shares which are to be tendered in the box
entitled "Number of Shares Tendered". If fewer than all the Rights evidenced by
any Rights Certificates submitted are to be tendered, fill in the number of
Rights which are to be tendered in the box entitled "Number of Rights Tendered".
In such cases, new Share Certificates or Rights Certificates, as the case may
be, for the Shares or Rights that were evidenced by your old Share Certificates
or Rights Certificates, but were not tendered by you, will be sent to you,
unless otherwise provided in the appropriate box on this Letter of Transmittal,
as soon as practicable after the Expiration Date. All Shares represented by
Share Certificates and all Rights represented by Rights Certificates delivered
to the Depositary will be deemed to have been tendered unless otherwise
indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
and Rights tendered hereby, the signature(s) must correspond with the name(s) as
written on the face of the certificate(s) without alteration, enlargement or any
change whatsoever.
If any of the Shares and Rights tendered hereby are owned of record by two
or more joint owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Shares and Rights are registered in different names
on several certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal or any certificates or stock powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and proper evidence satisfactory to the
Purchaser of their authority so to act must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares and Rights listed and transmitted hereby, no endorsements of certificates
or separate stock powers are required unless payment is to be made to or
certificates for Shares or Rights not tendered or not purchased are to be issued
in the name of a person other than the registered holder(s). Signatures on such
certificates or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the certificate(s) listed, the certificate(s) must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name(s) of the registered holder(s) appear on the certificate(s).
Signatures on such certificates or stock powers must be guaranteed by an
Eligible Institution.
Unless and until the Purchaser declares the Rights Condition to be
satisfied, if Rights Certificates have been distributed to holders of Shares,
such holders are required to tender Rights Certificate(s) representing a number
of Rights equal to the number of Shares tendered in order to effect a valid
tender of such Shares. It is necessary that shareholders follow all signature
requirements of this Instruction 5 with respect to the Rights in order to tender
such Rights.
<PAGE>
6. STOCK TRANSFER TAXES. Except as provided in this Instruction 6, the
Purchaser will pay any stock transfer taxes with respect to the transfer and
sale of Shares and Rights to it or its order pursuant to the Offer. If, however,
payment of the purchase price is to be made to, or if certificate(s) for Shares
and Rights not tendered or accepted for payment are to be registered in the name
of, any person other than the registered holder(s), or if tendered
certificate(s) are registered in the name of any person other than the person(s)
signing this Letter of Transmittal, the amount of any stock transfer taxes
(whether imposed on the registered holder(s) or such person) payable on account
of the transfer to such person will be deducted from the purchase price unless
satisfactory evidence of the payment of such taxes or an exemption therefrom, is
submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Share Certificates evidencing the
Shares tendered hereby.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check is to be issued
in the name of, and/or certificates for Shares and Rights not tendered or not
accepted for payment are to be issued or returned to, a person other than the
signer of this Letter of Transmittal or to an address other than that shown in
this Letter of Transmittal, the appropriate boxes on this Letter of Transmittal
must be completed. A Book-Entry Shareholder may request that Shares and/or
Rights not accepted for payment be credited to such account maintained at a
Book-Entry Transfer Facility as such Book-Entry Shareholder may designate under
"Special Payment Instructions". If no such instructions are given, such Shares
or Rights not accepted for payment will be returned by crediting the account of
the Book-Entry Transfer Facility designated above.
8. WAIVER OF CONDITIONS. The conditions of the Offer may be waived by the
Purchaser in whole or in part at any time and from time to time in its sole
discretion.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions or requests for
assistance may be directed to the Dealer Manager or the Information Agent at
their respective addresses and telephone numbers set forth below. Additional
copies of the Offer to Purchase (including the Supplements thereto), this Letter
of Transmittal and the Notice of Guaranteed Delivery may also be obtained from
the Information Agent or from brokers, dealers, commercial banks or trust
companies.
10. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate
representing Shares or Rights has been lost, destroyed or stolen, the
shareholder should promptly notify the Information Agent. The shareholder will
then be instructed as to the steps that must be taken in order to replace the
certificate. This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost or destroyed certificates have
been followed.
11. SUBSTITUTE FORM W-9. Each tendering shareholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN") on the
Substitute Form W-9 which is provided below, and to certify, under penalties of
perjury, that such number is correct and that such shareholder is not subject to
backup withholding of federal income tax. If a tendering shareholder has been
notified by the Internal Revenue Service that such shareholder is subject to
backup withholding, such shareholder must cross out item (2) of the
Certification box of the Substitute Form W-9, unless such shareholder has since
been notified by the Internal Revenue Service that such shareholder is no longer
subject to backup withholding. Failure to provide the information on the
Substitute Form W-9 may subject the tendering shareholder to 31% federal income
tax withholding on the payment of the purchase price of all Shares purchased
from such shareholder. If the tendering shareholder has not been issued a TIN
and has applied for one or intends to apply for one in the near future, such
shareholder should write "Applied For" in the space provided for the TIN in Part
I of the Substitute Form W-9, and sign and date the Substitute Form W-9 and sign
the certification provided below. If "Applied For" is written in Part I and the
Depositary is not provided with a TIN by the time of payment, the Depositary
will withhold 31% on all payments of the purchase price to such shareholder
until a TIN is provided to the Depositary. See Sections 3 and 5 of the Offer to
Purchase.
IMPORTANT: THIS LETTER OR TRANSMITTAL (OR A FACSIMILE HEREOF), TOGETHER WITH
CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER OR THE NOTICE OF GUARANTEED
DELIVERY, AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY
PRIOR TO THE EXPIRATION DATE.
<PAGE>
ALL TENDERING SHAREHOLDERS MUST COMPLETE THE FOLLOWING:
PAYER'S NAME: IBJ SCHRODER BANK & TRUST COMPANY
<TABLE>
<S> <C> <C>
SUBSTITUTE PART I--Taxpayer Identification Number--
FOR ALL ACCOUNTS Enter taxpayer identification number in Social Security Number or
FORM W-9 the box at right. (For most individuals, Employer Identification Number
this is your social security number. If
you do not have a number, see Obtaining a
Number in the enclosed Guidelines.)
Certify by signing and dating below. Note:
If the account is in more than one name,
see the chart in the enclosed Guidelines
to determine which number to give the
payer.
DEPARTMENT OF THE PART II--For Payees Exempt From Backup Withholding, see the enclosed Guidelines and
TREASURY complete as instructed therein.
INTERNAL REVENUE CERTIFICATION--Under penalties of perjury, I certify that:
SERVICE (1) The number shown on this form is my correct Taxpayer Identification Number (or I
OR am waiting for a number to be issued to me), and
PAYER'S REQUEST (2) I am not subject to backup withholding either because I have not been notified by
FOR TAXPAYER the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a
IDENTIFICATION result of failure to report all interest or dividends, or the IRS has notified me
NUMBER ("TIN") that I am no longer subject to backup withholding.
CERTIFICATE INSTRUCTIONS--You must cross out item (2) above if you have been notified
by the IRS that you are subject to backup withholding because of underreporting
interest or dividends on your tax return. However, if after being notified by the IRS
that you were subject to backup withholding you received another notification from the
IRS that you are no longer subject to backup withholding, do not cross out item (2).
(Also see instructions in the enclosed Guidelines.)
SIGN HERE SIGNATURE: DATE: , 1997
-->
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR"
IN THE SPACE PROVIDED FOR THE TIN IN PART I OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office, or (2)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of payment, 31%
of all reportable payments made to me will be withheld.
Signature_____________________________ Date____________________________, 1997
<PAGE>
THE INFORMATION AGENT FOR THE OFFER IS:
[MACKENZIE PARTNERS, INC. LOGO]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (call collect)
or
CALL TOLL-FREE (800) 322-2885
THE DEALER MANAGER FOR THE OFFER IS:
SALOMON BROTHERS INC
Seven World Trade Center
New York, New York 10048 (212) 783-6592 (Call Collect)
June 6, 1997
<PAGE>
NOTICE OF GUARANTEED DELIVERY
TO
TENDER SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
HEALTHDYNE TECHNOLOGIES, INC.
TO
I.H.H. CORP.
A WHOLLY OWNED SUBSIDIARY OF
INVACARE CORPORATION
As set forth in Section 3 of the Offer to Purchase described below, this
instrument or one substantially equivalent hereto must be used to accept the
Offer (as defined below) if certificates for Shares (as defined below) or the
associated Preferred Stock Purchase Rights (the "Rights") are not immediately
available or the certificates for Shares or Rights and all other required
documents cannot be delivered to the Depositary prior to the Expiration Date (as
defined in Section 1 of the Offer to Purchase described below) or if the
procedure for delivery by book-entry transfer cannot be completed on a timely
basis. This instrument may be delivered by hand or transmitted by facsimile
transmission or mail to the Depositary.
THE DEPOSITARY FOR THE OFFER IS:
IBJ SCHRODER BANK & TRUST COMPANY
<TABLE>
<CAPTION>
BY HAND OR OVERNIGHT
BY MAIL: BY FACSIMILE TRANSMISSION: DELIVERY:
<S> <C> <C>
P.O. Box 84 (212) 858-2611 One State Street
Bowling Green Station Attn: Reorganization New York, New York 10004
New York, New York Operations Department Attn: Securities Processing
10274-0084 Window, Subcellar One
Attn: Reorganization CONFIRM FACSIMILE BY
Operations Department TELEPHONE:
(212) 858-2103
</TABLE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an Eligible Institution
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box in the Letter of Transmittal.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tender(s) to I.H.H. Corp., a Delaware corporation and
a wholly owned subsidiary of Invacare Corporation, an Ohio corporation, 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 dated April 4,
1997 and June 6, 1997 (the "Offer to Purchase"), and in the revised Letter of
Transmittal (which, as further amended from time to time, together constitute
the "Offer"), receipt of which is hereby acknowledged, the number of shares of
Common Stock, par value $0.01 per share (the "Shares"), and the number of
Rights, indicated below of Healthdyne Technologies, Inc., a Georgia corporation,
pursuant to the guaranteed delivery procedure set forth in Section 3 of the
Offer to Purchase.
Signature(s)....................................................................
Name(s) of Record Holders
...............................................................................
PLEASE TYPE OR PRINT
Number of Shares and Rights ....................................................
Certificate Nos. (If Available)
...............................................................................
...............................................................................
Dated ..........................................................................
, 1997
Address(es).....................................................................
...............................................................................
ZIP CODE
Area Code(s) and Tel. No(s) ....................................................
Check one box (if Shares and Rights will be tendered by book-entry transfer):
/ / The Depository Trust Company
/ / Philadelphia Depository Trust Company
Account Number .................................................................
...............................................................................
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is a bank, broker, dealer, credit union,
savings association or other entity which is a member in good standing of the
Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Guarantee Program or the Stock Exchange Medallion Program,
hereby (a) represents that the above named person(s) "own(s)" the Shares and/or
Rights tendered hereby within the meaning of Rule 14e-4 under the Securities
Exchange Act of 1934, as amended ("Rule 14e-4"), (b) represents that such tender
of Shares complies with Rule 14e-4, (c) guarantees to deliver to the Depositary
either the certificates evidencing all tendered Shares, in proper form for
transfer, or to deliver Shares pursuant to the procedure for book-entry transfer
into the Depositary's account at the Depository Trust Company or the
Philadelphia Depository Trust Company (each, a "Book-Entry Transfer Facility"),
in either case together with the Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, with any required signature guarantees or
an Agent's Message (as defined in the Offer to Purchase) in the case of a
book-entry delivery, and any other required documents, all within three Nasdaq
National Market trading days after the date hereof and (d) guarantees, if
applicable, to deliver certificates representing the Rights ("Rights
Certificates") in proper form for transfer, or to deliver such Rights pursuant
to the procedure for book-entry transfer into the Depositary's account at a
Book-Entry Transfer Facility together with, if Rights are forwarded separately,
the Letter of Transmittal (or a facsimile thereof), properly completed and duly
executed with any required signature guarantees or an Agent's Message (as
defined in the Offer to Purchase) in the case of a book-entry delivery, and any
other required documents, all within the later of (1) three Nasdaq National
Market trading days after the date hereof and (2) three business days after the
date the Rights Certificates are distributed to holders of Shares.
<TABLE>
<S> <C>
- -------------------------------------------- --------------------------------------------
NAME OF
FIRM AUTHORIZED SIGNATURE
Name
- ---------------------------------------------
ADDRESS PLEASE TYPE OR PRINT
Title
- ---------------------------------------------
ZIP
CODE AUTHORIZED SIGNATURE
Dated
--------------------------------------- ,
AREA CODE AND TEL NO. 1997
</TABLE>
NOTE: DO NOT SEND CERTIFICATES FOR SHARES OR RIGHTS WITH THIS NOTICE.
CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
<PAGE>
--------------------
SALOMON BROTHERS
--------------------
I.H.H. CORP.
A WHOLLY OWNED SUBSIDIARY OF
INVACARE CORPORATION
HAS INCREASED THE PRICE OF ITS
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
HEALTHDYNE TECHNOLOGIES, INC.
TO
$15 NET PER SHARE
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, JUNE 20, 1997, UNLESS THE OFFER IS EXTENDED.
June 6, 1997
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by I.H.H. Corp., a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of Invacare Corporation, an Ohio
corporation (the "Parent"), to act as Dealer Manager in connection with the
Purchaser's offer to purchase all 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) is satisfied) the
associated Preferred Stock Purchase Rights (the "Rights") issued pursuant to the
Rights Agreement, dated as of May 22, 1995, as amended (the "Rights Agreement"),
between the Company and SunTrust Bank, Atlanta (formerly Trust Company Bank), as
Rights Agent, at an increased 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 revised Letter of Transmittal
(which, as further amended from time to time, together constitute the "Offer")
enclosed herewith. Unless and until the Purchaser declares that the Rights
Condition is satisfied, holders of Shares will be required to tender one Right
for each Share tendered in order to effect a valid tender of such Share. If the
Distribution Date (as defined in the Offer to Purchase) has not occurred prior
to the time Shares are tendered pursuant to the Offer, a tender of Shares will
constitute a tender of the associated Rights. If the Distribution Date has
occurred and the certificates representing such Rights ("Rights Certificates")
have been distributed by the Company to holders of Shares, such holders of
Shares shall be required to tender Rights Certificates representing a number of
Rights equal to the number of Shares being tendered in order to effect valid
tender of such Shares. Holders of Shares and Rights whose certificates for such
Shares (the "Share Certificates") and, if applicable, Rights Certificates are
not immediately available or who cannot deliver their Share Certificates or, if
applicable, their Rights Certificates, and all other required documents to the
Depositary (as defined below) prior to the Expiration Date (as defined in the
Offer to Purchase), or who cannot complete the procedures for book-entry
transfer on a timely basis, must tender their Shares and Rights according
<PAGE>
to the guaranteed delivery procedures set forth in Section 3 of the Offer to
Purchase. Unless the context otherwise requires, all references to Shares shall
include the associated Rights, and all references to Rights shall include all
benefits that may inure to holders of Rights pursuant to the Rights Agreement.
Please furnish copies of the enclosed materials to those of your clients for
whose accounts you hold Shares registered in your name or in the name of your
nominee.
The Offer is conditioned upon, among other things: (1) the Purchaser being
satisfied, in its sole discretion, that there have been validly tendered and not
properly withdrawn prior to the expiration of the Offer that number of Shares
which, when added to the 600,000 Shares beneficially owned by the Purchaser and
its affiliates, would constitute at least 51% of the voting power (determined on
a fully diluted basis) on the date of purchase of all securities of the Company
entitled to vote generally in the election of directors and in a merger; (2) the
Purchaser being satisfied, in its sole discretion, that the Rights have been
redeemed by the Company's Board of Directors or that such Rights have been
invalidated or are otherwise inapplicable to, or that the dilutive provisions
thereof would not be triggered by, the Offer or the proposed Merger (as defined
in the Offer to Purchase); (3) the Purchaser being satisfied, in its sole
discretion, that the restrictions on business combinations contained in Sections
14-2-1131 through 14-2-1133 of the Georgia Business Corporation Code (the
"GBCC") would not apply to the Purchaser or the Parent in connection with the
Offer or the proposed Merger (as a result of action by the Company's Board of
Directors, the ownership by the Purchaser and its affiliates upon consummation
of the Offer of at least 90% of the outstanding voting stock of the Company
(other than shares held by directors, officers and certain employee stock plans
of the Company) or otherwise); and (4) the Puchaser being satisfied, in its sole
discretion, that the restrictions on business combinations contained in Sections
14-2-1110 through 14-2-1113 of the GBCC would not apply to the Purchaser or the
Parent in connection with the Offer or the proposed Merger or are invalid (in
either case, as a result of action by the Company's Board of Directors, judicial
action or otherwise) or that the proposed Merger may be consummated without any
approval required under such Sections of the GBCC at a price per Share not in
excess of the price per Share to be paid in the Offer. The Offer is also subject
to other terms and conditions. See the Introduction and Sections 1 and 14 of the
Offer to Purchase (including as amended and supplemented by the Supplements
thereto). The Offer is not conditioned on the receipt of financing.
Enclosed herewith for your information and forwarding to your clients are
copies of the following documents:
1. A letter to Healthdyne shareholders from A. Malachi Mixon, III,
Chairman and Chief Executive Officer of the Parent, and the attached Second
Supplement dated June 6, 1997 (the "Second Supplement").
2. The GREEN revised Letter of Transmittal to tender Shares for your
use and for the information of your clients. Facsimile copies of the Letter
of Transmittal may be used to tender Shares.
3. The GOLD revised Notice of Guaranteed Delivery for Shares and Rights
to be used to accept the Offer if Share Certificates or Rights Certificates
are not immediately available or if such certificates and all other required
documents cannot be delivered to IBJ Schroder Bank & Trust Company (the
"Depositary") by the Expiration Date or if the procedure for book-entry
transfer cannot be completed by the Expiration Date.
4. A GRAY printed form of letter which may be sent to your clients for
whose accounts you hold Shares registered in your name or in the name of
your nominee, with space provided for obtaining such clients' instructions
with regard to the Offer.
5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
6. A return envelope addressed to IBJ Schroder Bank & Trust Company,
the Depositary.
2
<PAGE>
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JUNE 20, 1997, UNLESS THE OFFER
IS FURTHER EXTENDED.
In order to take advantage of the Offer, (i) a duly executed and properly
completed Letter of Transmittal and any required signature guarantees, or an
Agent's Message (as defined in the Offer to Purchase) in connection with a
book-entry delivery of Shares or Rights, and any other required documents should
be sent to the Depositary, and (ii) either Share Certificates, and if
applicable, Rights Certificates, representing the tendered Shares (and, if
applicable, tendered Rights) should be delivered to the Depositary, or such
Shares (and, if applicable, tendered Rights) should be tendered by book-entry
transfer into the Depositary's account maintained at one of the Book-Entry
Transfer Facilities (as described in the Offer to Purchase), all in accordance
with the instructions set forth in the Letter of Transmittal and the Offer to
Purchase.
While the Letters of Transmittal previously circulated with the Offer to
Purchase and the Supplement thereto dated April 4, 1997 refer only to the Offer
to Purchase and such Supplement, shareholders using any such document to tender
their Shares will nevertheless receive $15 per Share for each Share validly
tendered and not properly withdrawn and accepted for payment pursuant to the
Offer, subject to the conditions of the Offer.
If holders of Shares wish to tender, but it is impracticable for them to
forward their Share Certificates or, if applicable, Rights Certificates, or
other required documents on or prior to the Expiration Date or to comply with
the book-entry transfer procedures on a timely basis, a tender may be effected
by following the guaranteed delivery procedures specified in Section 3 of the
Offer to Purchase.
The Purchaser will not pay any fees or commissions to any broker, dealer or
any other person (other than the Dealer Manager and MacKenzie Partners, Inc.
(the "Information Agent") (as described in the Offer to Purchase)) for
soliciting tenders of Shares pursuant to the Offer. The Purchaser will, however,
upon request, reimburse you for customary mailing and handling expenses incurred
by you in forwarding any of the enclosed materials to your customers. The
Purchaser will pay or cause to be paid any stock transfer taxes payable on the
transfer of Shares to it, except as otherwise provided in Instruction 6 of the
Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed to
Salomon Brothers Inc, the Dealer Manager, or the Information Agent, at their
respective addresses and telephone numbers set forth on the back cover page of
the Second Supplement. Additional copies of the enclosed materials and the Offer
to Purchase (including the first Supplement thereto) may be obtained from the
Information Agent.
Very truly yours,
SALOMON BROTHERS INC
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON THE AGENT OF THE PARENT, THE PURCHASER, THE COMPANY, THE
DEPOSITARY, THE INFORMATION AGENT OR THE DEALER MANAGER, OR ANY AFFILIATE OF
THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENTS OR MAKE ANY
STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE
ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
3
<PAGE>
I.H.H. CORP.
A WHOLLY OWNED SUBSIDIARY OF
INVACARE CORPORATION
HAS INCREASED THE PRICE OF ITS
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
HEALTHDYNE TECHNOLOGIES, INC.
TO
$15 NET PER SHARE
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, JUNE 20, 1997, UNLESS THE OFFER IS EXTENDED.
June 6, 1997
TO OUR CLIENTS:
Enclosed for your consideration is a Second Supplement dated June 6, 1997
(the "Second Supplement") to the Offer to Purchase, dated January 27, 1997 as
amended and supplemented by the Supplement thereto dated April 4, 1997 (the
"Offer to Purchase"), and the revised Letter of Transmittal relating to an 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) is satisfied) the associated
Preferred Stock Purchase Rights (the "Rights") issued pursuant to the Rights
Agreement, dated as of May 22, 1995, as amended (the "Rights Agreement"),
between the Company and SunTrust Bank, Atlanta (formerly Trust Company Bank), as
Rights Agent, at an increased 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, as amended and supplemented
by the Second Supplement, and in the revised Letter of Transmittal (which, as
further amended from time to time, together constitute the "Offer"). Unless the
context requires otherwise, all references to "Shares" shall be deemed to refer
also to the associated Rights, and all references to Rights shall be deemed to
include all benefits that may inure to the shareholders of the Company or to the
holders of the Rights pursuant to the Rights Agreement. We are the holder of
record of Shares held by us for your account. A tender of such Shares can be
made only by us as the holder of record and pursuant to your instructions. The
Letter of Transmittal is furnished to you for your information only and cannot
be used by you to tender Shares held by us for your account.
Unless and until the Purchaser declares that the Rights Condition is
satisfied, holders of Shares will be required to tender a number of Rights equal
the number of Shares being tendered in order to effect a valid tender of such
Shares. Based on the Company's filings with the Securities and Exchange
Commission (the "Commission"), until the Distribution Date (as defined in the
Offer to Purchase), the surrender for transfer of any of the certificates
representing Shares (the "Share Certificates") will also constitute the
surrender for transfer of the Rights associated with the Shares represented by
such Share Certificates. Based on the Company's filings with the Commission, as
soon as practicable following the Distribution Date, separate certificates
representing the Rights ("Rights Certificates") will be mailed to holders of
record of Shares as of the close of business on the Distribution Date; after the
Distribution Date, such separate Rights Certificates alone will evidence the
Rights. See Section 3 of the Offer to Purchase.
<PAGE>
We request instructions as to whether you wish to have us tender on your
behalf any or all of such Shares held by us for your account, pursuant to the
terms and subject to the conditions set forth in the Offer to Purchase, as
amended and supplemented by the Second Supplement. Your instructions to tender
Shares held by us for your account will also constitute a direction to us to
tender a number of Rights held by us for your account equal to the number of
Shares tendered.
Your attention is invited to the following:
1. The tender price is $15 per share, net to the seller in cash without
interest thereon.
2. The Offer is made for all of the outstanding Shares.
3. The Offer and withdrawal rights will expire at 12:00 midnight, New
York City time, on Friday, June 20, 1997, unless the Offer is extended.
4. The Offer is conditioned upon, among other things: (1) the Purchaser
being satisfied, in its sole discretion, that there have been validly
tendered and not properly withdrawn prior to the expiration of the Offer
that number of Shares which, when added to the Shares beneficially owned by
the Purchaser and its affiliates, would constitute at least 51% of the
voting power (determined on a fully diluted basis) on the date of purchase
of all securities of the Company entitled to vote generally in the election
of directors and in a merger; (2) the Purchaser being satisfied, in its sole
discretion, that the Rights have been redeemed by the Company's Board of
Directors or that such Rights have been invalidated or are otherwise
inapplicable to, or that the dilutive provisions thereof would not be
triggered by, the Offer or the proposed Merger (as defined in the Offer to
Purchase); (3) the Purchaser being satisfied, in its sole discretion, that
the restrictions on business combinations contained in Sections 14-2-1131
through 14-2-1133 of the Georgia Business Corporation Code (the "GBCC")
would not apply to the Purchaser or the Parent in connection with the Offer
or the proposed Merger (as a result of action by the Company's Board of
Directors, the ownership by the Purchaser and its affiliates upon
consummation of the Offer of at least 90% of the outstanding voting stock of
the Company (other than Shares held by directors, officers and certain
employee stock plans of the Company) or otherwise); and (4) the Purchaser
being satisfied, in its sole discretion, that the restrictions on business
combinations contained in Sections 14-2-1110 through 14-2-1113 of the GBCC
would not apply to the Purchaser or the Parent in connection with the Offer
or the proposed Merger or are invalid (in either case, as a result of action
by the Company's Board of Directors, judicial action or otherwise) or that
the proposed Merger may be consummated without any approval required under
such Sections of the GBCC at a price per Share not in excess of the price
per Share to be paid in the Offer. The Offer is also subject to other terms
and conditions. See the Introduction and Sections 1 and 14 of the Offer to
Purchase (including as amended and supplemented by the Supplements thereto).
The Offer is not conditioned on the receipt of financing.
5. Tendering shareholders will not be obligated to pay brokerage fees
or commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, stock transfer taxes on the purchase of Shares pursuant to the
Offer.
The Offer is being made solely by the Offer to Purchase, the Second
Supplement and the revised Letter of Transmittal and is being made to all
holders of all Shares. The Offer is not being made to (nor will tenders be
accepted from or on behalf of) holders of Shares in any jurisdiction in which
the making of the Offer or the acceptance thereof would not be in compliance
with the securities, blue sky or other laws of such jurisdiction or any
administrative or judicial action pursuant thereto. However, the Purchaser may
in its discretion take such actions as it may deem necessary to make the Offer
in any jurisdiction and extend the Offer to holders of Shares in such
jurisdiction. In those jurisdictions where securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer shall be
deemed to be made on behalf of the Purchaser by Salomon Brothers Inc, the Dealer
Manager, or one more registered brokers or dealers that are licensed under the
laws of such jurisdiction.
2
<PAGE>
If you wish to have us tender any or all of the Shares held by us for your
account, please instruct us by completing, executing and returning to us the
instruction form contained in this letter. If you authorize a tender of your
Shares, all such Shares will be tendered unless otherwise specified in such
instruction form. Your instructions should be forwarded to us in ample time to
permit us to submit a tender on your behalf prior to the expiration of the
Offer.
Shareholders who have previously validly tendered and not properly withdrawn
their Shares pursuant to the Offer are not required to take any further action
in order to receive the increased price of $15 net per Share pursuant to the
amended Offer, except as may be required by the guaranteed delivery procedure if
such procedure was utilized. If Shares are accepted for payment and paid for by
the Purchaser pursuant to the Offer, such shareholders will receive, subject to
the conditions of the Offer, the increased tender price of $15 per Share. See
Section 4 of the Offer to Purchase for the procedures for withdrawing Shares
tendered pursuant to the Offer.
3
<PAGE>
INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
HEALTHDYNE TECHNOLOGIES, INC.
The undersigned acknowledge(s) receipt of your letter and the Offer to
Purchase, dated January 27, 1997 (the "Offer to Purchase"), the Supplements
thereto dated April 4, 1997 and June 6, 1997 (the "Supplements") and the revised
Letter of Transmittal in connection with the offer by I.H.H. Corp., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of Invacare
Corporation, an Ohio corporation, to purchase all outstanding shares of Common
Stock, par value $0.01 per share (the "Shares"), of Healthdyne Technologies,
Inc., a Georgia corporation, and (unless and until the Purchaser declares that
the Rights Condition (as defined in the Offer to Purchase, as amended and
supplemented by the Supplements) is satisfied) the associated Preferred Stock
Purchase Rights (the "Rights").
This will instruct you to tender the number of Shares and Rights indicated
below (or, if no number is indicated below, all Shares and Rights) held by you
for the account of the undersigned, upon the terms and subject to the conditions
set forth in the Offer to Purchase, as amended and supplemented by the
Supplements, and in the related Letter of Transmittal furnished to the
undersigned.
<TABLE>
<S> <C>
Number of Shares (and Rights) to be SIGN HERE
Tendered* ....................................................
................................ Shares (and Rights) ....................................................
Dated............................................. , Signature(s)
1997 ....................................................
Please print names(s)
....................................................
Address
....................................................
Area Code and Telephone Number
....................................................
Taxpayer Identification or Social Security Number
</TABLE>
- ------------------------
* Unless otherwise indicated, it will be assumed that all of your Shares (and
Rights) held by us for your account are to be tendered.
4
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER. -- Social Security numbers have nine digits separated by two hyphens:
i.e., 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e., 00-0000000. The table below will help determine the
number to give the payer.
<TABLE>
<CAPTION>
- -----------------------------------------------------
GIVE THE
SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF --
- -----------------------------------------------------
<S> <C> <C>
1. An individual's The individual
account
2. Two or more The actual owner of
individuals (joint the account or, if
account) combined funds, any
one of the
individuals(1)
3. Husband and wife The actual owner of
(joint account) the account or, if
joint funds, either
person(1)
4. Custodian account of The minor(2)
a minor (Uniform
Gift to Minors Act)
5. Adult and minor The adult or, if the
(joint account) minor is the only
contributor, the
minor(1)
6. Account in the name The ward, minor, or
of guardian or incompetent
committee for a person(3)
designated ward,
minor, or
incompetent person
7. a. The usual The
revocable savings grantor-trustee(1)
trust account
(grantor is also
trustee)
b. So-called trust
account that is The actual owner(1)
not a legal or
valid trust under
State law
8. Sole proprietorship The owner(4)
account
- -----------------------------------------------------
<CAPTION>
GIVE THE EMPLOYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF --
<S> <C> <C>
- -----------------------------------------------------
9. A valid trust, The legal entity (Do
estate, or pension not furnish the
trust identifying number
of the personal
representative or
trustee unless the
legal entity itself
is not designated in
the account
title.)(5)
10. Corporate account The corporation
11. Religious, The organization
charitable, or
educational
organization account
12. Partnership account The partnership
held in the name of
the business
13. Association, club or The organization
other tax-exempt
organization
14. A broker or The broker or
registered nominee nominee
15. Account with the The public entity
Department of
Agriculture in the
name of a public
entity (such as a
State or local
government, school
district, or prison)
that receives
agricultural program
payments
</TABLE>
- ---------------------------------------------
- ---------------------------------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or pension trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
- A corporation.
- A financial institution.
- An organization exempt from tax under section 501(a), or an individual
retirement plan.
- The United States or any agency or instrumentality thereof.
- A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
- A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
- An international organization or any agency or instrumentality thereof.
- A registered dealer in securities or commodities registered in the U.S. or
a possession of the U.S.
- A real estate investment trust.
- A common trust fund operated by a bank under section 584(a).
- An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).
- An entity registered at all times under the Investment Company Act of
1940.
- A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to
backup withholding include the following:
- Payments to nonresident aliens subject to withholding under section 1441.
- Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.
- Payments of patronage dividends where the amount renewed is not paid in
money.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
- Payments of interest on obligations issued by individuals. NOTE: You may
be subject to backup withholding if this interest is $600 or more and is
paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.
- Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
- Payments described in section 6049(b)(5) to non-resident aliens.
- Payments on tax-free covenant bonds under section 1451.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Exempt payees described above should file Form W-9 to avoid possible
erroneous backup withholding.
FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER,
WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER. IF THE
PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE
FORM.
Certain payments other than interest, dividends and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045 and 6050A.
PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold 31% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
taxpayer identification number to a payer. Certain penalties may also apply.
PENALTIES.
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure due to reasonable cause and not to willful
neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.-- Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
<PAGE>
Exhibit 11(a)(36)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares. The Offer is made solely by the Offer to Purchase dated January
27, 1997, as amended and supplemented by the Supplement thereto dated April 4,
1997, and the Second Supplement thereto dated June 6, 1997 and the related
revised Letter of Transmittal. The Offer is not being made to (nor will tenders
be accepted from or on behalf of) holders of Shares in any jurisdiction in which
the making of the Offer or the acceptance thereof would not be in compliance
with the securities, blue sky or other laws of such jurisdiction or any
administrative or judicial action pursuant thereto. However, the Purchaser may
in its discretion take such actions as it may deem necessary to make the Offer
in any jurisdiction and extend the Offer to holders of Shares in such
jurisdiction. In those jurisdictions where securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer shall be
deemed to be made on behalf of the Purchaser by Salomon Brothers Inc (the
"Dealer Manager") or one or more registered brokers or dealers that are licensed
under the laws of such jurisdiction.
I.H.H. CORP.
a wholly owned subsidiary of
INVACARE CORPORATION
Has Amended its Tender Offer to Increase
the Cash Purchase Price for
All Outstanding Shares of Common Stock
(Including the Associated Preferred Stock Purchase Rights)
of
HEALTHDYNE TECHNOLOGIES, INC.
TO
$15 NET PER SHARE
I.H.H. Corp., a Delaware corporation (the "Purchaser") and a wholly owned
subsidiary of Invacare Corporation, an Ohio corporation (the "Parent"), is now
offering 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 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 SunTrust Bank, Atlanta
(formerly Trust Company Bank), as Rights Agent (the "Rights Agreement"), 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 (the "Offer to
Purchase"), as amended and supplemented by the Supplement thereto dated April 4,
1997 (the "First Supplement") and the Second Supplement thereto dated June 6,
1997 (the "Second Supplement"), and in the related revised Letter of Transmittal
(which together, as further amended from time to time, constitute the "Offer").
Unless the context requires otherwise, all references to Shares shall be deemed
to refer also to the associated Rights, and all references to Rights shall be
deemed to include all benefits that may inure to the shareholders of the Company
or to holders of Rights pursuant to the Rights Agreement. Shareholders who have
previously validly tendered Shares pursuant to the Offer and not properly
withdrawn such Shares have validly tendered such Shares for purposes of the
Offer, as amended, and need not take any further action in order to receive the
increased price of $15 net per Share pursuant to the amended Offer.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, JUNE 20, 1997, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS: (1) THE PURCHASER BEING
SATISFIED, IN ITS SOLE DISCRETION, THAT THERE HAVE BEEN VALIDLY TENDERED AND NOT
PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER THAT NUMBER OF SHARES
WHICH, WHEN ADDED TO THE 600,000 SHARES BENEFICIALLY OWNED BY THE PURCHASER AND
ITS AFFILIATES, WOULD CONSTITUTE AT LEAST 51% OF THE VOTING POWER (DETERMINED ON
A FULLY DILUTED BASIS) ON THE DATE OF PURCHASE OF ALL SECURITIES OF THE COMPANY
ENTITLED TO VOTE GENERALLY IN THE ELECTION OF DIRECTORS AND IN A MERGER; (2) THE
PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT THE RIGHTS HAVE BEEN
REDEEMED BY THE COMPANY'S BOARD OF DIRECTORS OR THAT SUCH RIGHTS HAVE BEEN
INVALIDATED OR ARE OTHERWISE INAPPLICABLE TO, OR THAT THE DILUTIVE PROVISIONS
THEREOF WOULD NOT BE TRIGGERED BY, THE OFFER OR THE PROPOSED MERGER DESCRIBED
BELOW (THE "RIGHTS CONDITION"); (3) THE PURCHASER BEING SATISFIED, IN ITS SOLE
DISCRETION, THAT THE RESTRICTIONS ON BUSINESS COMBINATIONS CONTAINED IN SECTIONS
14-2-1131 THROUGH 14-2-1133 OF THE GEORGIA BUSINESS CORPORATION CODE (THE
"GBCC") WOULD NOT APPLY TO THE PURCHASER OR THE PARENT IN CONNECTION WITH THE
OFFER OR THE PROPOSED MERGER (AS A RESULT OF ACTION BY THE COMPANY'S BOARD OF
DIRECTORS, THE OWNERSHIP BY THE PURCHASER AND ITS AFFILIATES UPON CONSUMMATION
OF THE OFFER OF AT LEAST 90% OF THE OUTSTANDING VOTING STOCK OF THE COMPANY
(OTHER THAN SHARES HELD BY DIRECTORS, OFFICERS AND CERTAIN EMPLOYEE STOCK PLANS
OF THE COMPANY) OR OTHERWISE); AND (4) THE PURCHASER BEING SATISFIED, IN ITS
SOLE DISCRETION, THAT THE RESTRICTIONS ON BUSINESS COMBINATIONS CONTAINED IN
SECTIONS 14-2-1110 THROUGH 14-2-1113 OF THE GBCC WOULD NOT APPLY TO THE
PURCHASER OR THE PARENT IN CONNECTION WITH THE OFFER OR THE PROPOSED MERGER OR
ARE INVALID (IN EITHER CASE, AS A RESULT OF ACTION BY THE COMPANY'S BOARD OF
DIRECTORS, JUDICIAL ACTION OR OTHERWISE) OR THAT THE PROPOSED MERGER MAY BE
CONSUMMATED WITHOUT ANY APPROVAL REQUIRED UNDER SUCH SECTIONS OF THE GBCC AT A
PRICE PER SHARE NOT IN EXCESS OF THE PRICE PER SHARE TO BE PAID IN THE OFFER.
THE OFFER IS NOT CONDITIONED ON THE RECEIPT OF FINANCING.
The purpose of the Offer is to acquire control of, and the entire equity
interest in, the Company. The Purchaser intends to propose, and to seek to have
the Company consummate as soon as practicable after consummation of the Offer, a
merger or similar business combination (the "Merger") with the Purchaser or
another direct or indirect subsidiary of the Parent, pursuant to which each then
outstanding Share (other than Shares held by the Parent, the Purchaser or any
other wholly-owned subsidiary of the Parent, Shares held in the treasury of the
Company and Shares held by shareholders who properly exercise appraisal rights
under Georgia law) would be converted into the right to receive in cash the
price per Share paid by the Purchaser pursuant to the Offer.
UNLESS AND UNTIL THE PURCHASER DECLARES THAT THE RIGHTS CONDITION IS SATISFIED,
HOLDERS OF SHARES WILL ALSO BE REQUIRED TO TENDER ONE RIGHT FOR EACH SHARE
TENDERED IN ORDER TO EFFECT A VALID TENDER OF SUCH SHARE. IF SEPARATE
CERTIFICATES FOR THE RIGHTS ("RIGHTS CERTIFICATES") ARE NOT ISSUED, A TENDER OF
SHARES WILL ALSO CONSTITUTE A TENDER OF ASSOCIATED RIGHTS.
For purposes of the Offer, the Purchaser will be deemed to have accepted for
payment (and thereby purchased) Shares validly tendered and not properly
withdrawn as, if and when the Purchaser gives oral or written notice to the
Depositary (as defined in the Offer to Purchase) of the Purchaser's acceptance
for payment of such Shares pursuant to the Offer. Upon the terms and subject to
the conditions of the Offer, payment for Shares accepted for payment pursuant to
the Offer will be made by deposit of the purchase price therefor with the
Depositary, which will act as agent for tendering shareholders for the purpose
of receiving payments from the Purchaser and transmitting such payments to
shareholders whose Shares have been accepted for payment. UNDER NO CIRCUMSTANCE
WILL INTEREST ON THE PURCHASE PRICE FOR SHARES BE PAID BY THE PURCHASER,
REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. In
all cases, payment for Shares tendered and accepted for payment pursuant to the
Offer will be made only after timely receipt by the Depositary of (i)
certificates representing Shares ("Share Certificates") and, if applicable,
Rights Certificates, or timely confirmation of a book-entry transfer of such
Shares and, if applicable, Rights into the Depositary's account at The
Depository Trust Company or the Philadelphia Depository Trust Company (each, a
"Book-Entry Transfer Facility"), pursuant to the procedures set forth in Section
3 of the Offer to Purchase, (ii) a Letter of Transmittal (or a facsimile
thereof), properly completed and duly executed, with any required signature
guarantees, or an Agent's Message (as defined in Section 2 of the Offer to
Purchase) in connection with a book-entry transfer, and (iii) any other
documents required by the revised Letter of Transmittal.
Subject to the applicable rules and regulations of the Securities and Exchange
Commission, the Purchaser reserves the right, in its sole discretion, at any
time or from time to time, regardless of whether the conditions specified in
Section 14 of the Offer to Purchase shall have been satisfied or any of the
events or facts set forth in Section 14 of the Offer to Purchase shall have
occurred, to extend the period during which the Offer is open by giving oral or
written notice of such extension to the Depositary. During any such extension,
all Shares previously tendered and not properly withdrawn will remain subject to
the Offer, subject to the rights of a tendering shareholder to withdraw such
shareholder's Shares. Any such extension will be followed as promptly as
practicable by a public announcement thereof, which announcement will be made no
later than 9:00 A.M., New York City time, on the next business day after the
previously scheduled Expiration Date.
The term "Expiration Date" means 12:00 midnight, New York City time, on Friday,
June 20, 1997, unless and until the Purchaser, in its sole discretion, shall
have extended the period during which the Offer is open, in which event the term
"Expiration Date" shall mean the latest time and date at which the Offer, as so
extended by the Purchaser, shall expire.
Tenders of Shares and Rights made pursuant to the Offer are irrevocable, except
that Shares and Rights tendered pursuant to the Offer may be withdrawn at any
time on or prior to the Expiration Date and, unless theretofore accepted for
payment by the Purchaser pursuant to the Offer, may also be withdrawn at any
time after March 28, 1997 (or such later date as may apply as a result of
extension of the Offer). For a withdrawal to be effective, a written,
telegraphic, telex or facsimile transmission notice of withdrawal must be timely
received by the Depositary at one of its addresses set forth on the back cover
of the Offer to Purchase. Any notice of withdrawal must specify the name of the
person who tendered the Shares or Rights to be withdrawn, the number of Shares
or Rights to be withdrawn and the name of the registered holder, if different
from that of the person who tendered such Shares or Rights. If Share
Certificates or Rights Certificates to be withdrawn have been delivered or
otherwise identified to the Depositary, then prior to the physical release of
such certificates the serial numbers shown on such certificates must be
submitted to the Depositary and the signatures on the notice of withdrawal must
be guaranteed by an Eligible Institution (as defined in Section 3 of the Offer
to Purchase), unless such Shares or Rights have been tendered for the account of
any Eligible Institution. If Shares or Rights have been tendered pursuant to the
procedure for book-entry transfer as set forth in Section 3 of the Offer to
Purchase, any notice of withdrawal must specify the name and number of the
account at the Book-Entry Transfer Facility to be credited with the withdrawn
Shares or Rights, in which case a notice of withdrawal will be effective if
delivered to the Depositary by any method of delivery described in the second
sentence of this paragraph. A withdrawal of Shares or Rights shall also
constitute a withdrawal of the associated Rights or Shares, as applicable. All
questions as to the form and validity (includig time of receipt) of any notice
of withdrawal will be determined by the Purchaser, in its sole discretion, whose
determination will be final and binding.
The information required to be disclosed by Rule 14d-6(e)(1)(vii) of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended, is
contained in the Offer to Purchase, as amended and supplemented by the First
Supplement and the Second Supplement, and is incorporated herein by reference.
The Company has provided the Purchaser with the Company's shareholder list and
security position listings for the purpose of disseminating the Offer to holders
of Shares and communicating with shareholders in connection with the Offer. The
Offer to Purchase, the First Supplement, the Second Supplement and the related
revised Letter of Transmittal and, if required, other relevant materials have
been or will be mailed to record holders of Shares whose names appear on the
Company's shareholder list and have been or will be furnished to brokers,
dealers, commercial banks, trust companies and similar persons whose names, or
the names of whose nominees, appear on the shareholder list or, if applicable,
who are listed as participants in a clearing agency's security position listing
for subsequent transmittal to beneficial owners of Shares.
THE OFFER TO PURCHASE, THE FIRST SUPPLEMENT, THE SECOND SUPPLEMENT AND THE
RELATED REVISED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH SHOULD
BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
Questions and requests for assistance may be directed to the Dealer Manager or
the Information Agent at their respective addresses and telephone numbers as set
forth below. The Purchaser will not pay any fees or commissions to any broker or
dealer or any other person (other than the Dealer Manager and the Information
Agent) for soliciting tenders of Shares and Rights pursuant to the Offer.
Additional copies of the Offer to Purchase, the First Supplement, the Second
Supplement, the revised Letter of Transmittal and all other tender offer
materials may be obtained from the Information Agent or from brokers, dealers,
commercial banks and trust companies, and will be furnished promptly at the
Purchaser's expense.
The Information Agent for the Offer is:
[MACKENZIE PARTNERS, INC. LOGO]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (call collect)
or
Call Toll-Free (800) 322-2885
The Dealer Manager for the Offer is:
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
(212) 783-6592
(Call Collect)
June 6, 1997
<PAGE>
June 4, 1997
Invacare Corporation
899 Cleveland Street
P. O. Box 4028
Elyria, Ohio 44036-2125
Attention: Thomas R. Miklich
Ladies and Gentlemen:
Invacare Corporation ("Invacare") has requested a senior credit facility
(the "Facility") to be provided to Invacare or a wholly-owned subsidiary of
Invacare (the "Borrower") in the aggregate principal amount of $25,000,000 (the
"Commitment") to assist in the financing of the acquisition (the "Acquisition")
of Healthdyne Technologies, Inc.(the "Seller"). After the Acquisition, the
Seller and Invacare or a wholly-owned subsidiary of Invacare will merge, with
Invacare or a wholly-owned subsidiary of Invacare being the surviving
corporation.
The commitment of The First National Bank of Chicago ("First Chicago")
hereunder is contingent upon the satisfaction of all conditions precedent set
forth in Sections 2.6 and 2.7 of the Loan Agreement dated as of February 27,
1997 among Invacare, certain Borrowing Subsidiaries party thereto from time to
time, the lenders named therein (including First Chicago) and NBD Bank, as Agent
(as now and hereafter amended or modified from time to time, the "Syndicated
Loan Agreement") and the other terms and conditions set forth in this letter.
This Commitment Letter is intended as an outline only and does not purport to
summarize all of the terms, conditions, covenants, representations, warranties
and other provisions which will be contained in definitive legal documentation
for the transaction which is the subject of this Commitment Letter.
First Chicago is pleased to provide you with a financing commitment for the
entire amount of the Commitment on the terms and conditions set forth in this
letter. The Facility will terminate upon September 30, 1997 or, if earlier,
upon execution of an amendment to the Syndicated Loan Agreement by the parties
thereto increasing the commitment available under the Syndicated Loan Agreement
by an amount equal to the Commitment, or, as extended at the option of First
Chicago. Except as otherwise set forth herein, the Facility will be subject to
all of the terms, covenants and conditions of the Syndicated Loan Agreement,
including without limitation interest rates, facility fees, covenants,
conditions precedent and representations and warranties. In the event the
Borrower under the Facility is a wholly-owned subsidiary of Invacare, Invacare
will guaranty all obligations of the Borrower pursuant to the same terms and
provisions in the Guaranty dated as of February 27, 1997 executed by Invacare in
connection with the Syndicated Loan Agreement.
Invacare agrees to (i) reimburse First Chicago for all out-of-pocket
expenses (including the fees of outside counsel) incurred in connection with
this Commitment Letter and the transactions contemplated thereby, including
without limitation costs incurred in connection with the preparation,
negotiation, execution, administration and enforcement of any document relating
to this transaction, (ii) indemnify and hold harmless First Chicago and its
officers, employees, agents and directors (collectively, the "Indemnified
Persons") against any and all losses, claims, damages, or liabilities of every
kind whatsoever to which the Indemnified Persons may become subject in
connection in any way with the transactions (including without limitation the
Acquisition and the providing of the Facility) which is the subject of this
Commitment Letter, including without limitation expenses incurred in connection
with investigating or defending against any liability or action whether or not a
party thereto, except to the extent any of the foregoing is found in a final
judgment by a court of competent jurisdiction to have arisen solely from First
Chicago's gross negligence or willful misconduct; and (iii) assert no claim
against any Indemnified Persons seeking consequential damages on any theory of
liability in connection in any way with the transaction which is the subject of
this Commitment Letter. The obligations described in this paragraph are
independent of all other obligations hereunder and under the Loan Documents,
shall survive the expiration, revocation or termination of this Commitment
Letter, and shall be payable whether or not the financing transactions
contemplated by this Commitment Letter shall close. First Chicago's obligations
under this Commitment Letter are enforceable solely by the party signing this
Commitment Letter and may not be relied upon by any other person. IF THIS
COMMITMENT LETTER, OR ANY ACT, OMISSION OR EVENT DESCRIBED IN THIS
<PAGE>
CONTINUING OUR LETTER OF JUNE 4, 1997
SHEET NO. 2
PARAGRAPH BECOMES THE SUBJECT OF A DISPUTE, THE PARTIES HERETO EACH HEREBY WAIVE
TRIAL BY JURY.
First Chicago's commitment is subject to, among other conditions (i) the
preparation, execution, and delivery of a mutually acceptable credit agreement
("Credit Agreement") and other loan documents (collectively, the "Loan
Documents") incorporating, without limitation, substantially the terms, interest
rates, facility fees, conditions precedent, representations, warranties and
covenants set forth in the Syndicated Loan Agreement; (ii) First Chicago's
determination that there is an absence of any material adverse change prior to
closing in primary and secondary loan syndication markets or capital markets
generally.
Please indicate your acceptance of this commitment by First Chicago in the
space indicated below and return a copy of this letter so executed to First
Chicago. This commitment and undertaking will expire at 5:00 p.m. (Detroit
time) June 6, 1997 unless on or prior to such time First Chicago shall have
received a copy of this letter executed by Invacare.
By accepting delivery of this Commitment Letter, Invacare hereby agrees
that, prior to executing this Commitment Letter, Invacare will not disclose
either expressly or impliedly, without First Chicago's prior written consent, to
any person any of the terms of this Commitment Letter, or the fact that this
Commitment Letter or the financing proposal represented thereby exists except
that Invacare may disclose any of the foregoing to any employee or attorney of
Invacare to whom, in each case, it is necessary to disclose such information so
long as any such employee or attorney is directed to observe this
confidentiality obligation. Upon Invacare's execution of this Commitment
Letter, Invacare may make public disclosure of the existence and the amount of
the commitment, and Invacare may file a copy of this Commitment Letter or make
such other disclosures if such disclosure is required by law, but may not make
any other disclosure. If Invacare does not accept this commitment, Invacare is
to immediately return this Commitment Letter (and all copies of the foregoing)
to First Chicago. Invacare authorizes First Chicago to answer inquiries from
financial media with respect to the Facility.
This Commitment Letter supersede any and all prior versions thereof. This
Commitment Letter shall be governed by the internal laws of the State of
Michigan, and may only be amended by a writing signed by all parties hereto.
<PAGE>
CONTINUING OUR LETTER OF JUNE 4, 1997
SHEET NO. 3
Very truly yours,
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Winifred S. Pinet
-------------------------
Title: First Vice President
-------------------------
Accepted and agreed:
INVACARE CORPORATION
By: /s/ Thomas R. Miklich
---------------------------
Title: Chief Financial Officer
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Date: June 05, 1997
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