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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
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)
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
18139610
(CUSIP Number of Class of Securities)
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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)
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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. 1 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 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
Item 3(b) of the Schedule 14D-1 is hereby amended and supplemented as
follows:
On January 30, 1997, the Parent sent a letter to the Company, the full text
of which is set forth in Exhibit (a)(9) 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)(9) Letter from the Parent to the Company dated January 30,
1996.
2
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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
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Name: Thomas R. Miklich
Title: Chief Financial Officer
I.H.H. CORP.
By: /s/ THOMAS R. MIKLICH
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Name: Thomas R. Miklich
Title: President
Date: January 30, 1997
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11(a)(9) Letter from the Parent to the Company dated January 30, 1997....................................
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[INVACARE LOGO]
[INVACARE CORPORATION LETTERHEAD]
January 30, 1997
Ms. Leslie R. Jones, Esq.
Vice President and General Counsel
Healthdyne Technologies, Inc.
1255 Kennestone Circle
Marietta, GA 30066
Dear Ms. Jones:
We have reviewed your press release of January 28, 1997 urging your
shareholders to postpone any decision on our offer until Healthdyne has had an
opportunity to make its recommendation. While we share your desire that your
shareholders act in an informed manner, and we continue to look forward to
evaluating the information you have promised for release in early February, we
must take exception to the schedule you have proposed in your press release for
Healthdyne's response.
You have indicated that Healthdyne will send its recommendation to its
shareholders "no later than February 10, 1997." Our understanding of the tender
offer rules, however, is that you are obligated to make such recommendation no
later than Friday, February 7, 1997. Under Rule 14e-2, the position of the
subject company must be disseminated to its shareholders "no later than 10
business days from the date the tender offer is first published or sent or
given." Our tender offer was so published and commenced on Monday, January 27,
1997. Rule 14d-1(c)(6) provides that the term "business day" means any day
other than a Saturday, Sunday or federal holiday, and in computing any time
period under the tender offer rules, "the date of the event which begins the
running of such time period shall be included," unless such beginning date is
not itself a business day. Consequently, 10 business days from Monday, January
27, 1997, inclusive of such business day, is Friday, February 7, 1997.
We are sure your January 28 press release reflects a good faith
miscalculation or misunderstanding of the tender offer rules on your part,
and we felt it would be in everyone's interest for us to highlight this issue
to you promptly. You may want to consider issuing a corrective press release
so that your shareholders have an accurate understanding of the deadline for
Healthdyne's response in considering their options.
Sincerely,
/s/ Thomas R. Miklich
Thomas R. Miklich
Chief Financial Officer
and General Counsel
TRM; bjh
