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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 17
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. 17 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 $13.50 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 "Supplement"), and in the revised Letter of Transmittal (which,
together with any other amendments or supplements thereto, constitute the
"Offer").
The Schedule 14D-1 is hereby amended and supplemented as follows:
On May 28, 1997, the Parent issued a press release announcing that the
Purchaser had extended the period during which the Offer will remain open to
12:00 midnight, New York City time, on Friday, June 20, 1997, unless further
extended in the manner described in the Offer to Purchase, as amended and
supplemented by the Supplement. The full text of the press release is set
forth in Exhibit 11(a)(27) and is incorporated herein by reference.
The Parent has been advised that the plaintiffs in the separate
shareholder lawsuits have filed a Motion for Preliminary Injunction
substantially similar to the Parent and the Purchaser's Dead-Hand Motion in
the Defensive Tactics Litigation and that such plaintiffs have requested
that their motion be heard by the Court on June 16, 1997, the same date on
which the Court is to hear the Dead-Hand Motion and Healthdyne's Motion for
Summary Judgment attacking the Parent's shareholder proposal to eliminate
the "dead-hand pill" restrictions in the Rights Agreement.
ITEM 11. EXHIBITS
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(a) (27) Press Release issued by the Parent on May 28, 1997.
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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: May 28, 1997
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EXHIBIT INDEX
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EXHIBIT PAGE
NO. DESCRIPTION NO.
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Exhibit 11(a)(27) Press Release issued by the Parent on May 28, 1997.
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EXHIBIT 11(A)(27)
[MacKenzie Partners, Inc. Letterhead]
FOR IMMEDIATE RELEASE
Contact: Mark Harnett
MacKenzie Partners, Inc.
(212) 929-5877
INVACARE CORPORATION ANNOUNCES EXENSION OF
TENDER OFFER FOR HEALTHDYNE TECHNOLOGIES
ELYRIA, OHIO - (May 28, 1997) - Invacare Corporation (NASDAQ/NMS:IVCR)
announced today that its wholly owned subsidiary I.H.H. Corp. has extended
its $13.50 per share tender offer to purchase all the outstanding shares of
common stock of Healthdyne Technologies, Inc. (NASDAQ/NMS:HDTC) until 12:00
midnight, New York City time, on Friday, June 20, 1997, unless further 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. The
offer had been scheduled to expire on Tuesday, May 27, 1997. As of May 27,
1997, approximately 1,608,554 shares of Healthdyne common stock had been
validly tendered in connection with the offer, which, together with the
600,000 shares owned by Invacare, constitutes over 17% of outstanding Healthdyne
common stock, based on the most recent information provided by Healthdyne.
# # #
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Invacare/Healthdyne
May 28, 1997
Page Two
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, 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 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).
