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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 30
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. 30 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, as amended, dated as of May 22, 1995, between
the Company and SunTrust Bank, Atlanta (formerly Trust Company Bank), as Rights
Agent, at a purchase price of $15 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, as amended
and supplemented by the Supplements thereto dated April 4, 1997 and June 6, 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.
The Schedule 14D-1 is hereby amended and supplemented as follows:
On July 25, 1997, the Parent sold 145,000 Shares at a price per Share of
$17. The Parent is now the beneficial owner of 265,000 Shares (including 100
Shares owned by the Purchaser), representing approximately 2.1% of the Shares
outstanding based on the number of Shares reported by the Company as outstanding
on June 23, 1997.
On July 25, 1997, the Court issued a ruling on the Parent and the
Purchaser's emergency motion in which the Court directed that the Company submit
the Dead-Hand Elimination Proposal to the shareholders for a vote at the Annual
Meeting but that the election inspectors were not to count the ballots on the
proposal but instead should retain them for tabulation in the event the Court's
prior ruling on the proposal were overturned. The full text of the Court's order
is set forth in Exhibit 11(g)(25).
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(g)(25) Order issued by the Court on July 25, 1997.
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: July 25, 1997
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EXHIBIT INDEX
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11(g)(25) Order issued by the Court on July 25, 1997
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IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF GEORGIA
ATLANTA DIVISION
INVACARE CORPORATION and
I.H.H. CORP.,
Plaintiffs, CIVIL ACTION NO.
1:97-cv-0205-CC
vs.
HEALTHDYNE TECHNOLOGIES,
INC., et al.,
Defendants,
ORDER
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Pending before the court in the above-styled case is Plaintiffs'
Emergency Motion for Clarification of the July 3, 1997 Order, or in the
Alternative for a Limited Stay [68-1 & 68-2].
In an order dated July 3, 1997, this court found that Invacare's
proposed bylaw amendment was invalid because it was contrary to O.C.G.A.
Section 14-2-624(c). Invacare has appealed the court's ruling, and that
appeal is presently pending in the Eleventh Circuit Court of Appeals.
Invacare, concerned that Healthdyne will refuse to submit the bylaw
proposal for a shareholder vote, seeks clarification that the court did not
intend to authorize Healthdyne to prevent the shareholders from voting on the
bylaw proposal. Invacare takes the position that the court's conclusion that
the proposed bylaw was invalid should not
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prevent the shareholders from voting on the proposed bylaw at the July 30, 1997
annual meeting. Invacare further contends that it has the right to have the
shareholders vote on the bylaw proposal as a "non-binding, precatory
shareholder proposal -- a shareholder resolution that, while not binding on
the board of directors, informs the board of the shareholders' opinions and
desires." Healthdyne is of the opinion that since the bylaw proposal is
invalid, it should not be presented to the shareholders for a vote. However,
Healthdyne is willing to allow the shareholders to vote on a contingent basis,
whereby the independent inspectors will hold the proxy cards so that the votes
can be tabulated if the Eleventh Circuit subsequently reverses this court's
ruling.
To the extent that the court's July 3, 1997 order is unclear, the court
reiterates its conclusion that the proposed bylaw amendment (or bylaw
proposal) is invalid because it is contrary to Georgia law. Although not
expressly stated in that order, the court did not intend for the shareholders
to vote on a bylaw proposal that the court has declared to be invalid. The
court is, however, sensitive to Invacare's need to preserve its appellate
rights, and therefore DIRECTS Healthdyne to present the bylaw proposal for a
shareholder vote on a contingent basis. The votes on the proposal shall not
be counted at the time of the vote, but the proxy cards and ballots shall be
retained by the independent inspectors of the election so that the votes can
be tabulated in the event this court is reversed on appeal. The court finds
that this procedure will lessen the possibility of shareholder confusion and
at the same time protect Invacare's right to challenge the legality of the
bylaw proposal on appeal.
For the foregoing reasons, Invacare's Motion for Clarification, or in the
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Alternative for Limited Stay [68-1 & 68-2] is DENIED in part and GRANTED
in part.
SO ORDERED this 25th day of July, 1997.
/s/ Clarence Cooper
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CLARENCE COOPER
UNITED STATES DISTRICT JUDGE
