<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 4
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
(PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
HEALTHDYNE TECHNOLOGIES, INC.
(Name of Subject Company)
I.H.H. CORP.
INVACARE CORPORATION
(Bidders)
------------------------
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
18139610
(CUSIP Number of Class of Securities)
------------------------
THOMAS R. MIKLICH, ESQ.
CHIEF FINANCIAL OFFICER, GENERAL COUNSEL, TREASURER AND CORPORATE SECRETARY
INVACARE CORPORATION
899 CLEVELAND STREET
ELYRIA, OHIO 44035
TELEPHONE: (216) 329-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Bidders)
------------------------
COPY TO:
ROBERT E. SPATT, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3954
TELEPHONE: (212) 455-2000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
This Amendment No. 4 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, between the Company
and Trust Company Bank, as Rights Agent, at a purchase price of $13 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"), and in the related Letter of
Transmittal. Unless otherwise indicated, all capitalized terms used but not
defined herein shall have the meanings assigned to them in the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(e) of the Schedule 14D-1 is hereby amended and supplemented as
follows:
On February 27, 1997, the Company filed its Answer to the Complaint in the
Defensive Tactics Litigation. In its Answer, the Company denied the material
allegations of the Complaint and made a number of substantive averments,
including that: (i) its Board of Directors fully considered the Purchaser's
proposed acquisition before rejecting it on January 24, 1997; (ii) the purchase
price of $13 per share is grossly inadequate; and (iii) the Board of Directors
may in the future adopt other defensive measures. By way of defenses, the
Company alleged that the Parent and the Purchaser lack standing to assert a
breach of fiduciary duty claim and that the Complaint fails to state a claim for
which relief can be granted. The Company requested, among other things, that the
Court dimiss the Complaint with prejudice and enter judgment for the Company on
all issues. A copy of the Answer of the Company is set forth in Exhibit
11(a)(12) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented to add the following:
(a)(12) Answer, dated February 27, 1997, of the Company to the
Parent and the Purchaser's Complaint in INVACARE CORPORATION AND
I.H.H. CORP. V. HEALTHDYNE TECHNOLOGIES, INC., ET AL., U.S.
District Court for the Northern District of Georgia.
2
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this Statement is true, complete and correct.
INVACARE CORPORATION
By: /s/ THOMAS R. MIKLICH
-----------------------------------------
Name: Thomas R. Miklich
Title: Chief Financial Officer
I.H.H. CORP.
By: /s/ THOMAS R. MIKLICH
-----------------------------------------
Name: Thomas R. Miklich
Title: President
Date: March 3, 1997
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NO. DESCRIPTION NO.
- ----------- ---------------------------------------------------------------------------------------------- ---------
<S> <C> <C>
11(a)(12) Answer, dated February 27, 1997, of the Company to the Parent and the Purchaser's Complaint in
INVACARE CORPORATION AND I.H.H. CORP. V. HEALTHDYNE TECHNOLOGIES, INC., ET AL., U.S. District
Court for the Northern District of Georgia....................................................
</TABLE>
<PAGE>
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF GEORGIA
ATLANTA DIVISION
INVACARE CORPORATION AND :
I.H.H. CORP., :
:
PLAINTIFFS, :
:
VS. :
: CIVIL ACTION FILE
: NO. 1:97-CV-0205-CC
:
HEALTHDYNE TECHNOLOGIES, INC., :
CRAIG B. REYNOLDS, :
J. TERRY DEWBERRY, :
ALEXANDER H. LORCH, :
J. LELAND STRANGD, :
JAMES J. WELLMAN and :
J. PAUL YOKUBINAS, :
:
Defendants. :
ANSWER OF HEALTHDYNE TECHNOLOGIES, INC.
Healthdyne Technologies, Inc. ("Healthdyne"), by and through its
attorneys, hereby answers the complaint in the above-captioned matter as
follows:
1. Healthdyne admits that on January 27, 1997, I.H.H. Corp. ("IHH")
commenced a tender offer for Healthdyne shares at $13 per share (the "Invacare
Offer" or "Offer") and that on January 24, 1997, Healthdyne's board of directors
rejected a January 2, 1997 offer from Invacare Corporation ("Invacare") of
$12.50 per share (the "Invacare Initial Proposal" or "Initial Proposal") without
discussing the Initial Proposal with Invacare. By way of further answer,
Healthdyne
<PAGE>
avers that its Board of Directors ( the "Board") fully considered the Initial
Proposal before rejecting it in the January 24, 1997 press release. Healthdyne
denies the remaining allegations in the first and second sentence of paragraph
1. Healthdyne denies information sufficient to form a belief as to the truth of
the remaining allegations in paragraph 1.
2. Healthdyne denies the allegations in paragraph 2, except that it
admits that the Offer represents a 45% premium over the market price for
Healthdyne's shares as of December 31, 1996. By way of further answer,
Healthdyne avers that the Offer is grossly inadequate as discussed more fully in
paragraph 21 below.
3. Healthdyne denies the allegations in paragraph 3, except that it
admits that it did not discuss the Invacare Initial Proposal with Invacare
before it issued a January 24, 1997 press release rejecting the Initial
Proposal, and that on January 23, 1997, Healthdyne's board of directors held a
special meeting and amended its bylaws to delete the provisions specifying the
date of the annual meeting and to elect to be governed by the Georgia Fair Price
Statue. By way of further answer, Healthdyne avers that the Board fully
considered the Initial Proposal before rejecting it in the January 24, 1997
press release.
4. Healthdyne denies the allegations in paragraph
2
<PAGE>
4, except that it admits that Healthdyne has a Shareholder Rights Plan and may,
where appropriate, adopt other measure to protect Healthdyne and its
shareholders.
5. Healthdyne denies the allegations in paragraph 5.
6. Healthdyne denies the allegations in paragraph 6.
7. Healthdyne denies information sufficient to form a belief as to
the truth of the allegation in paragraph 7.
8. The allegations in paragraph 8 state legal conclusions to which no
response is required. To the extent a response is required, Healthdyne denies
the allegations in paragraph 8.
9. The allegation in paragraph 9 state legal conclusions to which no
response is required. To the extent a response is required, Healthdyne denies
the allegations in paragraph 9.
10. The allegations in paragraph 10 state legal conclusions to which
no response is required. To the extent a response is required, Healthdyne
denies the allegations in paragraph 10.
11. Healthdyne denies information sufficient to form a belief as to
the truth of the allegations in paragraph 11.
3
<PAGE>
12. Healthdyne denies information sufficient to form a belief as to
the truth of the allegations in paragraph 12.
13. Healthdyne admits the allegations of paragraph 13.
14. Healthdyne admits the allegations of paragraph 14.
15. Healthdyne admits the allegations of paragraph 15 and
respectfully refers the Court to Invacare's Tender Offer Statement on Schedule
14D-1 ("Invacare's Schedule 14D-1") for the terms of the Invacare Offer.
16. The allegations in paragraph 16 state legal conclusions to which
no response is required. To the extent a response is required, Healthdyne
denies the allegations in paragraph 16.
17. Healthdyne denies information sufficient to form a belief as to
the truth of the allegations in paragraph 17 and respectfully refers the Court
to Invacare's Schedule 14D-1 for the terms of the Invacare Offer.
18. Healthdyne denies information sufficient to form a belief as to
the truth of the allegation in paragraph 18.
19. Healthdyne denies information sufficient to
4
<PAGE>
form a belief as to the truth of the allegations in paragraph 19.
20. Healthdyne denies the allegations in paragraph 20 and
respectfully refers the Court to Invacare's Schedule 14D-1 for the terms of the
Invacare offer.
21. Healthdyne denies the allegations in paragraph 21, except that it
admits that the Offer represents a 45% premium over the market price for
Healthdyne's shares as of December 31, 1996, and that the closing quotation of
Healthdyne shares on December 31, 1996 was $8.88 per share. By way of further
answer, Healthdyne avers that the Offer of $13.00 per share is grossly
inadequate, that it was made at a price which was below the market price for
Healthdyne stock at the time of the Offer and well below the market price of
Healthdyne stock of $14.25 only three days later, and that Healthdyne's stock
traded as high as $14.75 per share as recently as June 1996.
22. Healthdyne denies the allegations in paragraph 22.
23. The allegations of paragraph 23 state legal conclusions to
which no response is required. To the extent a response is required,
Healthdyne denies the allegation in paragraph 23.
24. Healthdyne denies the allegation in the first
5
<PAGE>
two sentences of paragraph 24. The allegations in the last sentence of
paragraph 24 state legal conclusions to which no response is required. To the
extent a response is required, Healthdyne denies the allegations in the last
sentence of paragraph 24.
25. Healthdyne admits the allegations in paragraph 25 and further
answers on information and belief that the alleged contact by Thomas Micklich
occurred in July, 1996.
26. Healthdyne denies information sufficient to form a belief as to
the truth of the allegations in paragraph 26, except that it admits that
Invacare's A. Malachi Mixon, III called Craig B. Reynolds about a possible sale
of Healthdyne to Invacare, that Mr. Mixon's call was not returned by Mr.
Reynolds but by Parker H. Petit who phoned Mr.Mixon and attempted to speak to
him personally, but was informed by Mr. Mixon's office personnel that Mr. Mixon
was out of the office for a few days and invited Mr. Petit to leave a voice mail
for Mr. Mixon. By way of further answer, Healthdyne avers that Mr. Petit left
Mr. Mixon a voice mail message stating, among other things, that Healthdyne's
board had determined that it was not the time to sell the Company.
27. Healthdyne admits the allegations of paragraph 27, and by way of
further answer, avers that during this conversation, Mr. Reynolds asked Mr.
Mixon whether he received
6
<PAGE>
Mr. Petit's voice mail and that Mr. Mixon responded in the affirmative. Mr.
Reynolds' also informed Mr. Mixon during this conversation that the decision not
to sell Healthdyne reflected the position of the Company's entire board of
directors
28. Healthdyne admits the allegations of paragraph 28, except avers
that Mr. Reynolds does not recall ever being informed that Mr. Mixon requested
that Mr. Reynolds call him once Mr. Reynolds had reviewed the letter.
29. Healthdyne admits the allegations in paragraph 29.
30. Healthdyne admits the allegations in paragraph 30.
31. Healthdyne admits that the January 10, 1997 letter from Mr. Mixon
to Mr. Reynolds included the text quoted in paragraph 31, except that it denies
information sufficient to form a belief as to why Invacare restated its offer to
Healthdyne in the January 10, 1997 letter.
32. Healthdyne admits that on January 10, 1997 it issued a press
release, but neither admits nor denies the remaining allegations in paragraph 32
which purport to interpret or characterize the language of the press release,
which in full context speaks for itself.
33. Healthdyne denies the allegations in paragraph
7
<PAGE>
33, except that it admits that on January 24, 1997, Healthdyne issued a press
release rejecting Invacare's Initial Proposal, that the Initial Proposal was
rejected without discussion with Invacare, that Healthdyne filed a Form 8-K
("Healthdyne's 8-K") with the Securities and Exchange Commission indicating that
on the previous day, January 23. 1997, Healthdyne's Board of Directors had
amended Healthdyne's bylaws to (1) delete a provision specifying the date of the
annual meeting of shareholders if not otherwise set by the Board, and (2) opt
into the Fair Price Statute, O.C.G.A. Section 14-2-1110 through 14-2-1113 (the
"Fair Price Act"). The Court is respectfully referred to Healthdyne's 8-K for
its terms. By way of further answer, Healthdyne avers that its Board fully
considered the Initial Proposal before rejecting it in the January 24, 1997
press release.
34. Healthdyne denies the allegations in paragraph 34, except that it
admits that it has no met with Invacare to discuss a business combination or
merger with Invacare and has taken steps in response to the Offer. By way of
further answer, Healthdyne avers that the Board fully considered Invacare's
Initial Proposal and Offer before rejecting them.
35. Healthdyne denies the allegations in paragraph 35.
36. Healthdyne denies the allegations in paragraph 36.
8
<PAGE>
37. Healthdyne denies the allegations in paragraph 37, except that it
admits that Healthdyne's shareholder rights plan (the "Rights Agreement") was
adopted in accordance with the Georgia Business Corporation Code ("GBCC"), and
that the Rights Agreement has a provision requiring approval of redemptions or
amendments under certain circumstances by a majority of the Continuing Directors
- -- directors who were members of Healthdyne's board of directors prior to May
22, 1995 or who were subsequently elected to the board if such director was
recommended or approved by a majority of the Continuing Directors. This Court
is respectfully referred to Healthdyne's Schedule 14D-9 and the Rights Agreement
which is incorporated therein by reference for a more complete discussion of the
Rights Agreement.
38. Healthdyne admits the allegations in paragraph 38.
39. Healthdyne admits the allegations in paragraph 39.
40. Healthdyne admits the allegations in paragraph 40.
41. Healthdyne denies the allegations in paragraph 41, except that it
admits that the Rights Agreement contains a "flip-in" and "flip-over" feature
and that these features
9
<PAGE>
operate somewhat differently from one another.
42. Healthdyne admits the allegations in the first sentence of
paragraph 42. Healthdyne denies the allegations in the second sentence of
paragraph 42, except that it admits that the "flip-in" feature increases the
number of shares the acquirer would have to purchase to consummate a merger.
43. Healthdyne admits the allegations in the first sentence of
paragraph 43. Healthdyne denies the allegations in the second sentence of
paragraph 43, except that it admits that the "flip-over" feature would permit
Healthdyne shareholders to purchase $100 worth of stock of an acquiror for $50.
44. Healthdyne denies the allegations in paragraph 44.
45. Healthdyne denies the allegations in paragraph 45, except that it
admits that the Rights Agreement contains a Continuing Director provision as
described in paragraph 37 above and in Healthdyne's Schedule 14D-9.
46. Healthdyne admits that at the next annual meeting the Company's
shareholders in theory could vote to replace all incumbent directors with new
directors who support the Offer and proposed merger. Healthdyne neither admits
nor denies the remaining allegations in paragraph 46 which purport to interpret
or characterize the Rights Agreement and
10
<PAGE>
Continuing Director provision, which in full context speak for themselves.
47. Healthdyne denies the allegations in paragraph 47, except that it
admits that under O.C.G.A. Sections 14-2-803 and 14-2-808 and Healthdyne's
bylaws, Healthdyne shareholders have the right to elect and remove directors.
48. Healthdyne denies the allegations in paragraph 48, except that it
admits that under O.C.G.A. Section 14-2-801, duly elected directors are
empowered to exercise all corporate powers and to direct the management of the
business and affairs of a corporation.
49. Healthdyne denies the allegations in paragraph 49.
50. Healthdyne denies the allegations in paragraph 50.
51. Healthdyne denies the allegations in paragraph 51.
52. Healthdyne denies the allegations in paragraph 52.
52. Healthdyne denies the allegations in paragraph 53.
54. Healthdyne admits the allegations in paragraph 54 to the extent
they are consistent and denies the allegations to the extent they are
inconsistent with the Fair
11
<PAGE>
Price Statute. Healthdyne respectfully refers the Court to the Fair Price
Statute for its terms, and to Invacare's Schedule 14D-1 for the terms of the
Invacare Offer.
55. Healthdyne admits the allegations in paragraph 55 to the extent
they are consistent and denies the allegations to the extent they are
inconsistent with the Fair Price Statute. Healthdyne respectfully refers the
Court to the Fair Price Statute for its terms.
56. Healthdyne admits the allegations in paragraph 56 to the extent
they are consistent and denies the allegations to the extent they are
inconsistent with the Fair Price Statute. Healthdyne respectfully refers the
Court to the Fair Price Statute for its terms.
57. Healthdyne admits the allegations in paragraph 57 to the extent
they are consistent and denies the allegations to the extent they are
inconsistent with the Fair Price Statute. Healthdyne respectfully refers the
Court to the Fair Price Statute for its terms.
58. Healthdyne admits the allegations in paragraph 58 to the extent
they are consistent and denies the allegations to the extent they are
inconsistent with the Fair Price Statute. Healthdyne respectfully refers the
Court to the Fair Price Statute for its terms.
59. Healthdyne admits the allegations in paragraph 59.
12
<PAGE>
60. Healthdyne admits that it opted into the Business Combinations
Statute in April, 1995.
61. Healthdyne denies information sufficient to form a belief as to
the price plaintiffs paid for any Healthdyne shares it acquired. Healthdyne
admits that the Offer price is higher than the highest closing price of
Healthdyne shares during the 30-day period including and immediately preceding
January 10, 1997. The last sentence of paragraph 61 states a legal conclusion
to which no response is required.
62. Healthdyne denies the allegations in paragraph 62.
63. Healthdyne denies the allegations in the first sentence of
paragraph 63. Healthdyne admits the remaining allegations in paragraph 63 to
the extent they are consistent and denies the allegations to the extent they are
inconsistent with the Georgia Business Statute, O.C.G.A. Sections 14-2-1131
through 14-2-1133 (the "Business Combination Statute"). Healthdyne respectfully
refers the Court to the Business Combination Statute for its terms.
64. Healthdyne denies the allegations in paragraph 64.
13
<PAGE>
65. Healthdyne denies the allegations in paragraph 65.
66. Healthdyne denies the allegations in paragraph 66.
67. Healthdyne denies the allegations in paragraph 67, except that it
admits that there is a controversy between the parties.
68. Healthdyne repeats each answer to the allegations contained in
paragraphs 1 through 67 of this Answer as if fully set forth herein.
69. Healthdyne admits the allegations in paragraph 69 to the extent
they are consistent and denies the allegations to the extent they are
inconsistent with the GBCC, Chapter 2 of Title 14. The Court is respectfully
referred to the GBCC for its terms.
70. Healthdyne denies the last sentence of paragraph 70, and admits
the remaining allegations in paragraph 70 to the extent they are consistent and
denies the allegations to the extent they are inconsistent with O.C.G.A. Section
14-2-624 and the comment thereto.
71. Healthdyne denies the allegations in paragraph 71.
72. Healthdyne denies the allegations in paragraph 72.
73. Healthdyne repeats each answer to the alle-
14
<PAGE>
gations contained in paragraphs 1 through 72 of this Answer as if fully set
forth herein.
74. Healthdyne denies the allegations in the first sentence of
paragraph 74. Healthdyne denies the remaining allegations of paragraph 74 to
the extent they are inconsistent and admits the allegations to the extent they
are consistent with the Williams Act (Sections 14(d) - (e) and 28 of the
Securities Exchange Act of 1934), 15 U.S.C. SS 78n (d) -(e) and 78bb, and the
rules and regulations promulgated thereunder by the Securities and Exchange
Commission, 17 C.F.R. S 40.14d-1 et seq. (collectively, the "Williams Act").
75. Healthdyne denies the allegations of paragraph 75.
76. Healthdyne denies the allegations in the first sentence of
paragraph 76 to the extent they are inconsistent and admits the allegations in
the first sentence of paragraph 76 to the extent they are consistent with the
Williams Act. Healthdyne denies the remaining allegations in paragraph 76.
77. Healthdyne denies the allegations in paragraph 77.
78. Healthdyne denies the allegations in paragraph 78.
79. Healthdyne repeats each answer to the allegations contained in
paragraphs 1 through 78 of this Answer as
15
<PAGE>
if fully set forth herein.
80. Healthdyne denies the allegations in paragraph 80, except that it
admits that Healthdyne's shares are held by shareholders outside of Georgia.
81. Healthdyne admits the allegations in paragraph 81.
82. Healthdyne denies the allegations in paragraph 82.
83. Healthdyne denies the allegations in paragraph 83.
84. Healthdyne denies the allegations in paragraph 84.
85. Healthdyne denies the allegations in paragraph 85.
86. Healthdyne repeats each answer to the allegations contained in
paragraphs 1 through 85 of this Answer as if fully set forth herein.
87. Healthdyne denies the allegations of paragraph 87, except that it
admits that the Offer represents a premium over the market price for Healthdyne
shares on December 31, 1996, the trading day prior to the Initial Proposal. By
way of further answer, Healthdyne avers that the Offer is grossly inadequate as
discussed more fully in paragraph 21 above. Healthdyne respectfully refers the
Court to Invacare's
16
<PAGE>
Schedule 14D-1 for the terms of the Offer.
88. Healthdyne denies the allegations in paragraph 88.
89. Healthdyne denies the allegations in paragraph 89.
90. Healthdyne denies the allegations in paragraph 90.
91. Healthdyne repeats each answer to the allegations contained in
paragraphs 1 through 90 of this Answer as if fully set forth herein.
92. Healthdyne admits the allegations of paragraph 92. Healthdyne
respectfully refers the Court to the Fair Price Statute for its terms.
93. Healthdyne denies the allegations of paragraph 93, except that it
admits that the Offer represents a premium over the market price for Healthdyne
shares on December 31, 1996, the trading day prior to the Initial Proposal. By
way of further answer, Healthdyne avers that the Offer is grossly inadequate as
discussed more fully in paragraph 21 above. Healthdyne respectfully refers the
Court to Invacare's Schedule 14D-1 for the terms of the Offer.
94. Healthdyne denies the allegations in paragraph 94.
95. Healthdyne denies the allegations in paragraph 95.
17
<PAGE>
96. Healthdyne denies the allegations in paragraph 96.
97. Healthdyne repeats each answer to the allegations contained in
paragraphs 1 through 96 of this Answer as if fully set forth herein.
98. Healthdyne admits the allegations contained of paragraph 98.
Healthdyne respectfully refers the Court to the Business Combination Statute for
its terms.
99. Healthdyne denies the allegations of paragraph 99, except that it
admits that the Offer represents a premium over the market price for Healthdyne
shares on December 31, 1996, the trading day prior to the Initial Proposal. By
way of further answer, Healthdyne avers that the Offer is grossly inadequate as
discussed more fully in paragraph 21 above. Healthdyne respectfully refers the
Court to Invacare's Schedule 14D-1 for the terms of the Offer.
100. Healthdyne denies the allegations in paragraph 100.
101. Healthdyne denies the allegations in paragraph 101.
102. Healthdyne denies the allegations in paragraph 102.
103. Healthdyne repeats each answer to the alle-
18
<PAGE>
gations contained in paragraphs 1 through 102 of this Answer as if fully set
forth herein.
104. Healthdyne denies the allegations in paragraph 104.
105. Healthdyne denies the allegations in paragraph 105.
106. Healthdyne denies the allegations in paragraph 106.
107. Healthdyne repeats each answer to the allegations contained in
paragraphs 1 through 106 of this Answer as if fully set forth herein.
108. Healthdyne denies the allegations in paragraph 108.
109. Healthdyne denies the allegations in paragraph 109.
110. Healthdyne denies the allegations in paragraph 110.
111. Healthdyne denies the allegations in paragraph 111.
112. Healthdyne denies the allegations in paragraph 112.
113. Healthdyne repeats each answer to the allegations contained in
paragraphs 1 through 122 of this Answer as if fully set forth herein.
19
<PAGE>
114. Healthdyne denies the allegations in paragraph 114.
115. Healthdyne denies the allegations in paragraph 115.
116. Healthdyne repeats each answer to the allegations contained in
paragraphs 1 through 115 of this Answer as if fully set forth herein.
117. Healthdyne denies the allegations in paragraph 117. Healthdyne
respectfully refers the Court to Invacare's Schedule 14D-1 for the terms of the
Offer.
118. Healthdyne denies the allegations in paragraph 118.
119. Healthdyne denies the allegations in paragraph 119.
DEFENSES
120. The plaintiffs lack standing to assert a claim for breach of
fiduciary duty.
121. The allegations of the Complaint fail to state a claim for which
relief can be granted.
RELIEF
WHEREFORE, Healthdyne prays for judgment as follows:
(a) Denying each of the plaintiffs' requested prayers for relief in the
Complaint;
(b) Dismissing the plaintiffs' Complaint, with prejudice:
20
<PAGE>
(c) Entering judgment in favor of Healthdyne on all issues; and
(d) Awarding to Healthdyne such other and further relief to which the
Court deems Healthdyne entitled.
Dated this 27th day of February, 1997.
Respectfully submitted,
TROUTMAN SANDERS LLP
/s/ Winifred D. Simpson
_________________________
Winifred D. Simpson
Georgia Bar No. 648275
John M. Bowler
Georgia Bar No. 071770
NationsBank Plaza
600 Peachtree Street, N.E.
Suite 5200
Atlanta, Georgia 30308-2216
(404) 885-3000
Of Counsel
- ----------
Edward P. Welch
Herbert W. Mondros
SKADDEN, ARPS, SLATE, MEAGHER & FLOM (DELAWARE)
One Rodney Square
P.O. Box 636
Wilmington, Delaware 19899
(302) 651-3000
ATTORNEYS FOR DEFENDANT
HEALTHDYNE TECHNOLOGIES, INC.
21
<PAGE>
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF GEORGIA
ATLANTA DIVISION
INVACARE CORPORATION AND :
I.H.H. CORP., :
:
PLAINTIFFS, :
:
VS. :
: CIVIL ACTION FILE
: NO. 1:97-CV-0205-CC
:
HEALTHDYNE TECHNOLOGIES, INC., :
CRAIG B. REYNOLDS, :
J. TERRY DEWBERRY, :
ALEXANDER H. LORCH, :
J. LELAND STRANGE, :
JAMES J. WELLMAN AND :
J. PAUL YOKUBINAS, :
:
Defendants. :
CERTIFICATE OF SERVICE
I hereby certify that I have this day served a copy of the foregoing ANSWER
OF HEALTHDYNE TECHNOLOGIES, INC. upon the interested parties by telecopy and by
depositing a copy of the same in the United States mail with adequate postage
thereon addressed as follows:
M. Robert Thornton
Michael R. Smith
David J. Onorato
KING & SPALDING
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
The 27th day of February, 1997
/s/ John M. Bowler
----------------------
John M. Bowler
22
