<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
HEALTHDYNE TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
INVACARE CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[MACKENZIE PARTNERS LOGO]
156 FIFTH AVENUE
NEW YORK, NY 10010
212 929-5500
FAX 212 929-0308
CONTACT:
Mark H. Harnett
MacKenzie Partners, Inc.
(212) 929-5877
FOR IMMEDIATE RELEASE:
INVACARE SUBMITS BOARD SLATE AND PROPOSALS TO
HEALTHDYNE TECHNOLOGIES FOR ANNUAL MEETING.
ELYRIA, OHIO, March 20, 1997 -- Invacare Corporation (NASDAQ/NMS:IVCR) announced
today that it has provided notice to Healthdyne Technologies, Inc.
(NASDAQ/NMS:HDTC) of its intention to nominate seven director candidates at
Healthdyne's upcoming (but as yet unscheduled) 1997 annual meeting.
In the notice given to Healthdyne, Invacare also submitted a set of corporate
governance bylaw amendments for consideration by shareholders at the annual
meeting. The proposed amendments are designed to facilitate the change in the
Board and the consummation of Invacare's fully-financed, premium tender offer;
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; allow for a special
meeting to be called by shareholders owning 10% of the Company's stock; and
cause the existing Board to eliminate the Company's "dead-hand" pill provisions.
Invacare has submitted the slate and proposals to Healthdyne at this time in
order to comply with the Company's advance notification bylaw, which requires
notifying Healthdyne prior to Tuesday, March 25, 1997.
A. Malachi Mixon, III, Chairman and Chief Executive Officer of Invacare, said,
"We are very proud to assemble this exceptionally strong slate of seven
well-qualified, independent candidates. Given the Company's refusal to date to
sit down and talk to us regarding our fully-financed, premium tender offer, we
are forced to take this action now to preserve our rights to seek replacement of
the Board and make related proposals at the annual meeting."
"We urge the Board of Healthdyne to spare their shareholders the expense and
delay of proceeding with a proxy contest, abandon their 'not-for-sale' position
and begin discussions with us so that all shareholders can receive immediate
value for their investment."
Although Healthdyne held last year's annual meeting on May 23 and the previous
year's meeting in April, it has yet to announce either a record date or meeting
date for the 1997 annual meeting. Thomas R. Miklich, Chief Financial Officer
and General Counsel of Invacare, said, "Shortly after we announced our interest
in acquiring Healthdyne, their Board of Directors amended their bylaws to
eliminate the long-standing provision that set the fourth Tuesday in April as
the date for annual meetings unless an alternative date was designated by the
Board. Invacare believes that the Healthdyne Board is obligated by its
fiduciary duties and Georgia law to hold its annual meeting promptly and intends
to request the courts to order the meeting to be held if Healthdyne does not
call the meeting on a timely basis."
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<PAGE>
Invacare Corporation
March 20, 1997
Page Two
The Invacare candidates nominated for election at the annual meeting are Messrs.
Nicholas J. DiCicco, Jr., Donald F. Hastings, Jack Kahl, Jr., Ernest Peter
Mansour, Jon H. Outcalt, James Allen Rutherford and Bill R. Sanford.
Mr. DiCicco has been President and Chief Executive Officer of Midwestern
National Life Insurance Company of Ohio since 1975.
Mr. Hastings has been Chairman of the Board of the Lincoln Electric Company, a
welding products manufacturer, since 1992, and was also Chief Executive Officer
of The Lincoln Electric Company from 1992 to 1996.
Mr. Kahl has been Chairman of the Board and Chief Executive Officer of Manco,
Inc., a company specializing in the production of heavy duty adhesive tape,
since 1971. He is currently a member of the Board of Directors of Royal
Appliance MFG. Co. and Applied Industrial Technologies, Inc.
Mr. Mansour is managing partner of the Cleveland law firm of Mansour, Gavin,
Gerlack & Manos Co., L.P.A.
Mr. Outcalt has been Chairman of the Board of NCS Healthcare, Inc. since 1986
and Senior Vice President of Alliance Capital Management from 1975 until 1995.
He serves on the Boards of Myers Industries, Inc. and Ohio Savings Financial
Corp.
Mr. Rutherford is Chairman and Managing Director of Wingset Investments Ltd., a
technology venture fund. He is a member of the of the Boards of Ciber, Inc. and
Symix Systems, Inc.
Mr. Sanford is Chairman, President and Chief Executive Officer of STERIS
Corporation, an infection prevention and surgical support company. He is a
Board member of KeyBank, N.A.
Invacare's $13 per share tender offer is currently scheduled to expire at 6:00
p.m. on Monday, March 24, 1997, unless extended.
# # #
PARTICIPANT INFORMATION
Invacare may solicit proxies for Healthdyne's 1997 annual meeting with
respect to the above-described nominees and proposals. Besides Invacare and
the nominees, other participants in this solicitation may include the
following directors and/or executive officers of Invacare; A. Malachi Mixon,
III (Chairman, Chief Executive Officer and Director), Gerald B. Blouch
(President and Chief Operating Officer), Thomas R. Miklich (Chief Financial
Officer, Secretary, General Counsel and Treasurer), J.B. Richey, III (Senior
Vice President--Total Quality Management and Director), Donald P. Andersen
(Group Vice President--Respiratory Products) and Louis F.J. Slangen (Senior
Vice President--Sales & Marketing). Although Salomon Brothers Inc ("Salomon
Brothers"), which is acting as dealer manager in connection with the tender
offer and serving as financial advisor to Invacare in connection with the
proposed acquisition of Healthdyne, does not admit that it or any of its
directors, officers, employees or affiliates is a "participant", as defined
in Schedule 14A promulgated by the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended, or that such Schedule 14A
requires the disclosure of certain information concerning them, the following
employees of Salomon Brothers may assist Invacare in such a solicitation:
Scott Wilson (Managing Director), Wilder Fulford (Managing Director), John
Fowler (Managing Director), John Chambers (Director) and Sarah Barnes (Vice
President).
<PAGE>
Invacare Corporation
March 20, 1997
Page Three
Invacare beneficially owns an aggregate of 600,000 shares of Healthdyne's
common stock. Salomon Brothers will receive customary financial advisor and
dealer manager fees, reimbursement and indemnification from Invacare in
connection with the tender offer and any acquisition by Invacare of
Healthdyne. Salomon Brothers will not receive any additional fee for or in
connection with assisting in any solicitation of proxies. Salomon Brothers
engages in a full range of investment banking, securities trading,
market-making and brokerage services for institutional and individual
clients. In the ordinary course of its business, Salomon Brothers maintains
customary arrangements and effects transactions in the securities of
Healthdyne for the accounts of its customers. As a result of its engagement
by Invacare, Salomon Brothers has restricted its proprietary trading in the
securities of Healthdyne (although it may still execute trades for customers
on an unsolicited agency basis).
<PAGE>
NEWS RELEASE
[MACKENZIE PARTNERS LOGO]
156 FIFTH AVENUE
NEW YORK, NY 10010
212 929-5500
FAX 212 929-0308
CONTACTS:
Bruce Hawthorne; Robert P. Bryant
King & Spalding
(404) 572-4600
Mark H. Harnett
MacKenzie Partners, Inc.
(212) 929-5877
FOR IMMEDIATE RELEASE:
INVACARE FAULTS PROPOSED GEORGIA LAW MANDATING
STAGGERRED BOARDS FOR GEORGIA COMPANIES;
SUSPECTS HEALTHDYNE TECHNOLOGIES BEHIND PROPOSAL
ELYRIA, OHIO, March 21, 1997 - A. Malachi Mixon, III, Chairman and Chief
Executive Officer of Invacare Corporation (NASDAQ/NMS:IVCR) made the following
comment regarding an anti-takeover proposal introduced yesterday as a last
minute amendment to a routine bill in the Georgia legislature. This bill could
be passed as early as today and, if adopted, would have a substantial adverse
impact on shareholders of Healthdyne Technologies, Inc. (NASDAQ/NMS:HDTC) and
other public Georgia companies which elect their entire Board of Directors
annually:
"We are incredulous to find out that an eleventh hour bill has been introduced
that would impose a "staggered board" scheme on all publicly-held Georgia
companies. Under a staggered board scheme only one third of a board would stand
for election each year, thus entrenching the remaining two thirds. Virtually
every state in America requires a shareholder vote to approve a staggered board.
The effect of this proposed bill would be to deprive all investors in Georgia
publicly traded companies of their right to decide whether they should be able
to elect an entire board at each year's meeting. The bill also contains other
provisions that would entrench management at the expense of shareholders,
including stripping shareholders of their current right to remove directors for
any reason."
"We strongly suspect that Healthdyne's board and management, who are the most
obvious beneficiaries of this bill, are behind this proposal. This proposed
bill was introduced on the same day that Healthdyne received Invacare's notice
of nomination of directors to replace the entire Healthdyne board of directors
at their upcoming annual meeting."
"Without this bill Healthdyne's entire Board must stand for re-election at the
upcoming 1997 Annual Meeting. This bill, if passed, would entrench the Board
well into 1998 and permit the Board to frustrate the wishes of the rightful
owners of Healthdyne. Shareholders of Georgia corporations like Healthdyne
should continue to have the right to make this basic governance decision, not
the state legislature."
"We hope the Georgia legislature will recognize this last minute bill for what
it is: an attempt to entrench the incumbent management of one company at the
expense of shareholders of all Georgia companies."
"Shareholders of all Georgia companies who elect their entire Board annually,
including Healthdyne, should be outraged at this bill and should contact the
Georgia legislature and Governor and the management of their companies as soon
as possible to express their opposition."
- more -
<PAGE>
Proposed Georgia Legislation
March 21, 1997
page 2
As previously announced, Invacare is proposing a slate of seven director
nominees and set of corporate governance bylaw amendments for consideration by
shareholders at the annual meeting. The Invacare candidates nominated for
election at the annual meeting are Messrs. Nicholas J. DiCicco, Jr., Donald F.
Hastings, Jack Kahl, Jr., Ernest Peter Mansour, Jon H. Outcalt, James Allen
Rutherford and Bill R. Sanford. The proposed amendments are designed to
facilitate the change in the Board and the consummation of Invacare's
fully-financed, premium tender offer; 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; allow for a special meeting to be called by shareholders owning 10% of
the Company's stock; and cause the existing Board to eliminate the Company's
"dead-hand" pill provisions.
Invacare's $13 per share tender offer is currently scheduled to expire at 6:00
p.m. on Monday March 24, 1997, unless extended.
PARTICIPANT INFORMATION
Invacare may solicit proxies for Healthdyne's 1997 annual meeting with respect
to the above-described nominees and proposals. Besides Invacare and the
nominees, other participants in this solicitation may include the following
directors and/or executive officers of Invacare: A. Malachi Mixon, III
(Chairman, Chief Executive Officer and Director), Gerald B. Blouch (President
and Chief Operating Officer), Thomas R. Miklich (Chief Financial Officer,
Secretary, General Counsel and Treasurer), J.B. Richey, III (Senior Vice
President--Total Quality Management and Director), Donald P. Andersen (Group
Vice President--Respiratory Products) and Louis F.J. Slangen (Senior Vice
President--Sales & Marketing). Although Salomon Brothers Inc ("Salomon
Brothers"), which is acting as dealer manager in connection with the tender
offer and serving as financial advisor to Invacare in connection with the
proposed acquisition of Healthdyne, does not admit that it or any of its
directors, officers, employees or affiliates is a "participant", as defined in
Schedule 14A promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, or that such Schedule 14A requires
the disclosure of certain information concerning them, the following employees
of Salomon Brothers may assist Invacare in such a solicitation: Scott Wilson
(Managing Director), Wilder Fulford (Managing Director), John Fowler (Managing
Director), John Chambers (Director) and Sarah Barnes (Vice President).
Invacare beneficially owns an aggregate of 600,000 shares of Healthdyne's common
stock. Salomon Brothers will receive customary financial advisor and dealer
manager fees, reimbursement and indemnification from Invacare in connection with
the tender offer and any acquisition by Invacare of Healthdyne. Salomon Brothers
will not receive any additional fee for or in connection with assisting in any
solicitation of proxies. Salomon Brothers engages in a full range of investment
banking, securities trading, market-making and brokerage services for
institutional and individual clients. In the ordinary course of its business,
Salomon Brothers maintains customary arrangements and effects transactions in
the securities of Healthdyne for the accounts of its customers. As a result of
its engagement by Invacare, Salomon Brothers has restricted its proprietary
trading in the securities of Healthdyne (although it may still execute trades
for customers on an unsolicited agency basis).
# # #
