<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
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. 2 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.
Items 10(b), (c), (e) and (f) of the Schedule 14D-1 are hereby amended and
supplemented as follows:
On February 18, 1997, the Parent issued a press release announcing the
expiration of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, the full text of which is set forth in Exhibit (a)(10)
and incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented to add the following:
(a)(10) Press Release issued by the Parent on February 18, 1997.
2
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this Statement is true, complete and correct.
INVACARE CORPORATION
By: /s/ THOMAS R. MIKLICH
-----------------------------------------
Name: Thomas R. Miklich
Title: Chief Financial Officer
I.H.H. CORP.
By: /s/ THOMAS R. MIKLICH
-----------------------------------------
Name: Thomas R. Miklich
Title: President
Date: February 18, 1997
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NO. DESCRIPTION NO.
- --------- ------------------------------------------------------------------------------------------------ ---------
<S> <C> <C>
11(a)(10) Press Release issued by the Parent on February 18, 1997.........................................
</TABLE>
<PAGE>
[MACKENZIE PARTNERS, INC. LOGO]
156 FIFTH AVENUE
NEW YORK, NY 10010
212 929-5500
FAX 212 929-0308
Exhibit 11(a)(10)
For further information contact:
Mark Harnett
MacKenzie Partners, Inc.
(212) 929-5500
FOR IMMEDIATE RELEASE:
INVACARE CORPORATION ANNOUNCES EXPIRATION OF
HART-SCOTT-RODINO WAITING PERIOD IN
TENDER OFFER FOR HEALTHDYNE TECHNOLOGIES, INC.
ELYRIA, OHIO--February 18, 1997--Invacare Corporation (NASDAQ/NMS:IVCR)
announced today that the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 with respect to the all-cash tender offer by
its wholly owned subsidiary, I.H.H. Corp., for all outstanding shares of
Healthdyne Technologies, Inc. (NASDAQ/NMS:HDTC) for $13 per share expired at
11:59 p.m. New York City time, on February 14, 1997. The tender offer is
currently scheduled to expire at midnight, New York City time, on Monday,
February 24, 1997.
###
