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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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.
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(Name of Registrant as Specified In Its Charter)
INVACARE CORPORATION
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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(4) Date Filed:
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NEWS RELEASE
[MACKENZIE PARTNERS, INC. LETTERHEAD]
Contact: Mark H. Harnett
MacKenzie Partners, Inc.
(212) 929-5877
INVACARE SEEKING COURT ORDER COMPELLING
HEALTHDYNE TECHNOLOGIES TO HOLD SHAREHOLDERS MEETING
ELYRIA, OHIO--(April 8, 1997)--Invacare Corporation (NASDAQ/NMS:IVCR) announced
that it is seeking a court order to compel Healthdyne Technologies, Inc.
(NASDAQ/NMS:HDTC) to hold its 1997 Annual Meeting of Shareholders as promptly
as possible and in any event by June 30, 1997.
A. Malachi Mixon, III, Chairman and Chief Executive Officer of Invacare, said
"Healthdyne's failure to schedule its annual meeting is yet another attempt to
prevent its shareholders from exercising their rights to elect directors of
their own choosing. Healthdyne's last two annual meetings were in May and
April. Yet they have not taken any of the public actions, such as announcing
meeting and record dates, sending out broker search cards and filing
preliminary proxy materials, necessary to hold the 1997 meeting consistent with
that timetable, and have refused to publicly disclose when they intend to hold
the annual meeting. Indeed, the only actions the Healthdyne directors have
taken so far with respect to the 1997 annual meeting have been attempts to
end-run their own shareholders by a failed legislative effort to abolish
shareholders' rights to elect a full board and by deletion of a by-law
provision requiring annual meetings to be held on the fourth Tuesday in April
unless otherwise scheduled."
"We are perplexed that Parker H. Petit, Healthdyne's Chairman, thinks that our
demands that Healthdyne hold its meeting in accordance with Georgia law and
past practices will deny Healthdyne's shareholders an oppotunity to make an
informed decision with respect to our premium tender offer. There is no
question that Healthdyne's first-quarter earnings, about which we have already
expressed concern, will be available prior to the annual meeting, and Mr. Petit
is free to make any other disclosures he thinks will support his rejection of
our premium offer consistent, of course, with his fiduciary duties."
"Unless Mr. Petit believes that he is entitled to delay a shareholders meeting
until some unspecified time more than six months after Healthdyne's year-end
when he decides the company has finally demonstrated 'progress', we cannot
understand his objection to scheduling and holding the annual meeting promptly.
Perhaps he is concerned that shareholders at the annual meeting will ask why
Healthdyne missed Wall Street estimates for eight consecutive quarters, why
Healthdyne's 1996 earnings dropped from 1995 levels, and why Mr. Petit
disposed of approximately one-third of his Healthdyne stock in May and June
while the stock was trading near its 1996 highs and shortly before its
precipitous decline.
"In any case, we believe that Healthdyne and its Board of Directors are
required by Georgia law, their fiduciary duties and their own by-laws to hold
the annual meeting promptly and not later than June 30, 1997, and intend to
take all actions necessary to cause them to do so."
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As previously announced, Invacare is proposing a slate of seven director
nominees and a set of corporate governance by-law amendments for consideration
by shareholders at the annual meeting. Invacare's $13.50 per share tender
offer for all outstanding shares of common stock of Healthdyne is currently
scheduled to expire at 6:00 p.m. on Monday, April 28, 1997, unless 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.
# # #
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 Operation 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. Glangen
(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 Inveacare 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 Scheudle 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).
