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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 25
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. 25 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 11, 1997, the Parent issued a press release, the full text of which
is set forth in Exhibit 11(a)(41) and is incorporated herein by reference.
The Parent has received a letter from Tri-anim Health Services, Inc.
("Tri-anim"), one of the Company's distributors, stating that Tri-anim had been
requested to take on excess inventories and had been offered discount incentives
and terms in the second quarter. The full text of the letter is set forth in
Exhibit 11(g)(18).
The Parent and the other parties to the Loan Agreement entered into a First
Amendment to the Loan Agreement dated June 27, 1997, the full text of which is
set forth in Exhibit 11(b)(5) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(41) Press Release issued by the Parent on July 11, 1997.
(b)(5) First Amendment to Loan Agreement dated June 27, 1997.
(g)(18) Letter received by the Parent from Tri-anim Health Services, Inc.
dated June 24, 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
-----------------------------------------
Name: Thomas R. Miklich
Title: President
Date: July 11, 1997
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EXHIBIT INDEX
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EXHIBIT PAGE
NO. DESCRIPTION NO.
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Exhibit 11(a)(41) Press Release issued by the Parent on July 11, 1997...................................
Exhibit 11(b)(5) First Amendment to Loan Agreement dated June 27, 1997.................................
Exhibit 11(g)(18) Letter received by the Parent from Tri-anim Health Services, Inc.
dated June 24, 1997...................................................................
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EXHIBIT 11(a)(41)
[LETTERHEAD OF MACKENZIE PARTNERS, INC.]
NEWS RELEASE
FOR IMMEDIATE RELEASE
Contact: Mark H. Harnett
MacKenzie Partners, Inc.
(212) 929-5877
INVACARE SEEKS SIMPLE MAJORITY OF HEALTHDYNE BOARD;
Reduces Slate to Provide for Continuing Directors
in Light of Appeal of District Court Decision;
Responds to Healthdyne's Second Quarter Earnings Release
Elyria, Ohio -- (July 11, 1997) -- Invacare Corporation (NASDAQ/NMS:IVCR)
announced today that it will adjust its slate and will now seek to elect only a
simple majority of four nominees to the seven-member board of directors of
Healthdyne Technologies, Inc. (NASDAQ/NMS:HDTC). The decision not to oppose a
minority of three incumbent "continuing directors" was made in light of the fact
that the appellate court indicated that it will not review the district court's
rulings against Invacare in the litigation over the "dead hand" provisions of
Healthdyne poison pill until after Healthdyne's July 30 annual shareholders
meeting.
A. Malachi Mixon, III, Invacare's Chairman and Chief Executive Officer,
said, "It is clear that the composition of Healthdyne's board must change to
ensure a prompt and fair auction and sale of Healthdyne. We believe the
shareholders should be entitled to elect candidates of their choosing to each
and every board seat. However, electing all seven of our nominees at this time
without retaining any incumbent 'continuing directors' would, absent a reversal
of the district court's decision, pose a risk that the new board -- elected
specifically to conduct an auction and sell the company at the best available
price and terms -- would be unable to do just that because Healthdyne's 'dead
hand' provision would require 'continuing directors' to nullify the pill and
permit a sale transaction to go forward. That risk would be unacceptable to us
both as a major Healthdyne shareholder and as a responsible corporate citizen."
"We continue to believe that the 'dead hand' is illegal and that the
shareholders should be entitled to pass a by-law prohibiting it, and we intend
to pursue our appeal on these matters as expeditiously as possible. However,
until the 'dead hand' is invalidated or removed, the presence of three
'continuing directors' as a minority of Healthdyne's board will permit a sale
transaction approved by two of them (and by a majority of the entire board) to
go forward."
"If elected, our four nominees intend to use their majority position to
proceed to the best of their ability with their mandate to auction and sell the
company at the best available price and terms, whether or not Invacare is the
ultimate buyer. If our appeal is successful, a new board with our nominees as a
majority will be fully empowered to negotiate a sale transaction which can be
presented to the shareholders, free of any need for separate approval by any
'continuing directors'. Of course, the shareholders will always have the
ultimate power of whether to accept or approve any particular transaction
negotiated by the Board."
"Which three incumbent directors will remain on the board as minority
'continuing directors' if our four nominees are elected to a majority will be up
to Healthdyne's shareholders, and may well include Parker H. Petit, the current
chairman, and Craig B. Reynolds, Healthdyne's President and CEO."
-more -
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Invacare/Healthdyne
July 11, 1997
page 2
"While we would have far preferred to present the shareholders with a full
slate of nominees, and have only taken this action in light of the uncertainty
surrounding a district court decision that we strongly believe to be in error,
we note that this approach of leaving a minority of 'continuing directors' on
the board was specifically suggested numerous times by Healthdyne itself (and by
virtually all of its directors) in their defense of the 'dead hand' in the
litigation. As they themselves noted in their litigation papers, the incumbent
directors' actions as minority continuing directors will be subject to their
fiduciary duties to you, and our nominees intend, if elected, to insist that the
remaining minority act in a responsible manner and respect the mandate delivered
by the shareholders at the annual meeting to auction and sell Healthdyne
promptly at the best available price and terms."
Response to Earnings Release
Mr. Mixon also made the following statement regarding Healthdyne's press
release announcing its second quarter results:
"We were pleased that Healthdyne was able to make market estimates in the
second quarter. After eight consecutive quarters of missing estimates in 1995
and 1996, the last two quarters have shown that, as we had hoped, Healthdyne has
the potential to perform to expectations when there is significant pressure to
do so. As we've said before, we anticipated increased performance in 1997 and
took it into account in our latest increase to our offer."
"Although Healthdyne's financials do not on their face disclose any
extraordinary efforts to boost short-term earnings, we have received unsolicited
indications that they may be doing so, most recently including a letter from a
Healthdyne distributor indicating that he has been pressured to accept inventory
he does not require and that Healthdyne was offering unusually aggressive terms
to distributors to "prime the pump" for the second quarter. Therefore, we are
concerned that future results may be adversely impacted. We are surprised at
the high level of claimed takeover-related expenses in the last two quarters.
We also note that Healthdyne operates in an industry in which successful new
products can lose their competitive advantage quickly as other firms enter the
market. Overall, though, we are relieved that the second quarter was not
another typical Wall Street disappointment."
"Importantly, however, the earnings release makes no mention of the
company's purported efforts to engage in a 'value enhancing transaction', and in
fact suggests an intention instead to 'deliver increasing value' through
continued earnings growth. This highlights our suspicions that their statements
about possible transactions are simply designed to ensure the re-election of the
board and do not indicate a true process that will result in a value-maximizing
sale transaction."
* * *
Invacare's wholly owned subsidiary I.H.H. Corp. is making a tender
offer for all outstanding shares of Healthdyne common stock at a price of $15
per share. The offer represents a premium of approximately 70% over
Healthdyne's $8.88 stock price on the trading day before Invacare made its
initial acquisition proposal. The tender offer is currently scheduled to expire
at 6:00 p.m., New York City time, on Friday, August 1, 1997, unless further
extended in the manner described 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.
# # #
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EXHIBIT 11(b)(5)
FIRST AMENDMENT TO LOAN AGREEMENT
THIS FIRST AMENDMENT TO LOAN AGREEMENT, dated as of June 27, 1997 (this
"Amendment"), is among INVACARE CORPORATION, an Ohio corporation (the
"Company"), each of the Subsidiaries of the Company designated under the Loan
Agreement (as described below) as a Borrowing Subsidiary (the "Borrowing
Subsidiaries" and together with the Company, the "Borrowers" and each a
"Borrower"), the banks set forth on the signature pages hereof (collectively,
the "Banks") and NBD BANK, a Michigan banking corporation, as agent for the
Banks (in such capacity, the "Agent").
RECITALS
A. The Borrower, the Agent and the Banks are parties to a Loan Agreement,
dated as of February 27, 1997, as amended by a letter dated April 4, 1997 (as
now and hereafter amended, the "Loan Agreement"), pursuant to which the Banks
agreed, subject to the terms and conditions thereof, to extend credit to the
Borrower.
B. The Borrower desires to amend the Loan Agreement and the Agent and the
Banks are willing to do so strictly in accordance with the terms hereof.
TERMS
In consideration of the premises and of the mutual agreements herein
contained, the parties agree as follows:
ARTICLE I. AMENDMENTS. Upon fulfillment of the conditions set forth in Article
III hereof, the Loan Agreement shall be amended as follows:
1.1. The reference in the first paragraph of the "Introduction" to
"$200,000,000" shall be deleted and "$225,000,000" shall be inserted in place
thereof.
1.2 The definition of "Guarantor" in Section 1.1 shall be amended by
adding the following language at the end thereof: "and, PROVIDED, FURTHER, that
Invatection Insurance Company, Inc. shall not be required to be a Guarantor or
execute a Guaranty".
1.3 Section 5.1(d) shall be amended by redesignating clause (viii) as
clause (ix) and adding a new clause (viii) to read as follows:
(viii) As soon as available and within 90 days after the end of
the fiscal year of Invatection Insurance Company, Inc., a copy of the
balance sheet of Invatection Insurance Company,
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Inc. as of the end of such fiscal year and the related statements of
income and cash flow of Invatection Insurance Company, Inc. for such
fiscal year, all in reasonable detail and duly certified (subject to
normal year-end adjustments) by the chief financial officer of the
Company;
1.4 The "Commitment Amount" set forth in the signature block of each Bank
shall be amended by deleting the "Commitment Amount" set forth next to the name
of each Bank and inserting in place thereof the amount set forth below next to
the name of such Bank:
COMMITMENT AMOUNT
The First National Bank of Chicago $33,750,000
KeyBank National Association $33,750,000
Sun Trust Bank, Central Florida $22,500,000
National City Bank $19,687,500
Societe Generale, Chicago Branch $19,687,500
Wachovia Bank of Georgia, NA $19,125,000
PNC Bank, NA $19,125,000
Commerzbank, Aktiengesellschaftt,
Chicago Branch $19,125,000
The Sanwa Bank, Limited, Chicago Branch $19,125,000
The Bank of New York $19,125,000
ARTICLE II. REPRESENTATIONS. The Borrower represents and warrants to the Agent
and the Banks that:
2.1 The execution, delivery and performance of this Amendment and the New
Notes are within its powers, have been duly authorized and are not in
contravention with any law, of the terms of its Articles of Incorporation or
By-laws, or any undertaking to which it is a party or by which it is bound.
2.2 This Amendment is, and the New Notes when delivered hereunder will be,
the legal, valid and binding obligations of the Borrower enforceable against it
in accordance with the respective terms hereof.
2.3 After giving effect to the amendments herein contained, the
representations and warranties contained in Article IV of the Loan Agreement are
true on and as of the date hereof with the same force and effect as if made on
and as of the date hereof.
2.4 No Event of Default or any event or condition which might become an
Event of Default with notice or lapse of time, or both, exists or has occurred
and is continuing on the date hereof.
2
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ARTICLE III. CONDITIONS OF EFFECTIVENESS. This Amendment shall not become
effective until each of the following has been satisfied:
3.1 This Amendment shall be signed by the Borrower, the Agent and the
Banks.
3.2 The Borrower shall have executed and delivered to each Bank a new
Revolving Credit Note (the "New Notes") reflecting each Bank's increased
Commitment pursuant to Section 1.2 of this Amendment.
ARTICLE IV. MISCELLANEOUS.
4.1 Invatection Insurance Company, Inc. ("Invatection") is hereby released
from all of its obligations and liabilities under the Subsidiary Guaranty
Agreement dated as of February 27, 1997 made by Invatection in favor of the
Banks and the Agent.
4.2 References in the Loan Agreement or in any note, certificate,
instrument or other document to the "Loan Agreement" shall be deemed to be
references to the Loan Agreement as amended hereby and as further amended from
time to time.
4.3 The Borrower agrees to pay and to save the Agent harmless for the
payment of all costs and expenses arising in connection with this Amendment,
including the reasonable fees of counsel to the Agent in connection with
preparing this Amendment and the related documents.
4.4 The Borrower acknowledges and agrees that the Agent and the Banks have
fully performed all of their obligations under all documents executed in
connection with the Loan Agreement and all actions taken by the Agent and the
Banks are reasonable and appropriate under the circumstances and within their
rights under the Loan Agreement and all other documents executed in connection
therewith and otherwise available. The Borrower represents and warrants that it
is not aware of any claims or causes of action against the Agent or any Bank,
any participant lender or any of their successors or assigns.
4.5 Except as expressly amended hereby, the Borrower agrees that the Loan
Agreement, the Notes, the Security Documents and all other documents and
agreements executed by the Borrower in connection with the Loan Agreement in
favor of the Agent or any Bank are ratified and confirmed and shall remain in
full force and effect and that it has no set off, counterclaim or defense with
respect to any of the foregoing. Terms used but not defined herein shall have
the respective meanings ascribed thereto in the Loan Agreement.
4.6 This Amendment may be signed upon any number of counterparts with the
same effect as if the signatures thereto and hereto were upon the same
instrument.
3
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IN WITNESS WHEREOF, the parties signing this Amendment have caused this
Amendment to be executed and delivered as of June 27, 1997.
INVACARE CORPORATION
By: /s/ Thomas R. Miklich
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Thomas R. MIklich
Its Chief Financial Officer
NBD BANK, as Agent
By: /s/ Winifred S. Pinet
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Its First Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Winifred S. Pinet
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Its First Vice President
KEYBANK NATIONAL ASSOCIATION,
as Co-Agent and as a Bank
By:
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Its
SUN TRUST BANK, CENTRAL FLORIDA, N.A.
By:
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Its
4
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IN WITNESS WHEREOF, the parties signing this Amendment have caused this
Amendment to be executed and delivered as of June 25, 1997.
INVACARE CORPORATION
By:
------------------------------
Its
NBD BANK, as Agent
By:
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Its
THE FIRST NATIONAL BANK OF CHICAGO
By:
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Its
KEYBANK NATIONAL ASSOCIATION,
as Co-Agent and as a Bank
By: /s/ Thomas J. Purcell
-----------------------------
Its Vice President
SUN TRUST BANK, CENTRAL FLORIDA, N.A.
By:
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Its
4
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IN WITNESS WHEREOF, the parties signing this Amendment have caused this
Amendment to be executed and delivered as of July 1, 1997.
INVACARE CORPORATION
By:
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Its
NBD BANK, as Agent
By:
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Its
THE FIRST NATIONAL BANK OF CHICAGO
By:
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Its
KEYBANK NATIONAL ASSOCIATION,
as Co-Agent and as a Bank
By:
-----------------------------
Its
SUN TRUST BANK, CENTRAL FLORIDA, N.A.
By: /s/ Janet P. Sammons
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Its Vice President
4
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NATIONAL CITY BANK
By: /s/ Michael P. McCuen
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Its Vice President
SOCIETE GENERALE, CHICAGO BRANCH
By: /s/ Joseph A. Philbin
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Joseph A. Philbin
Its Vice President
WACHOVIA BANK OF GEORGIA, NA
By: /s/ Holger B. Ebert
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Holger B. Ebert
Its Vice President
PNC BANK, NA
By: /s/ Bryon A. Pike
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Bryon A. Pike
Its Vice President
COMMERZBANK AKTIENGESELLSCHAFT, CHICAGO
BRANCH
By: /s/ J. Timothy Shortly
/s/ William J. Binder
--------------------------------
J. Timothy Shortly
Its Senior Vice President
William Binder
Its Vice President
5
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THE SANWA BANK, LIMITED, CHICAGO BRANCH
By: /s/ James P. Byrnes
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Its First Vice President
THE BANK OF NEW YORK
By: /s/ Edward J. Dougherty III
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Its Vice President
6
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EXHIBIT 11(G)(18)
[LETTERHEAD OF TRI-ANIM HEALTH SERVICES, INC.]
June 24, 1997
Mr. A. Malachi Mixon, III
Chairman of the Board &
Chief Executive Office
Invacare Corporation
899 Cleveland Street
P.O. Box 4028
Elyria, OH 44036-2125
Dear Mr. Mixon:
Per your request, I have tendered my shares in favor of your purchase of
Healthdyne Technologies, Inc. Please keep in mind that the quarterly results
will be inflated by virtue of Healthdyne and their division HealthScan
requesting their distributors to take on excess inventories and providing a
discount incentive and terms that should cause all distributors to participate
in "priming the pump" for the quarter.
I do not believe that the current management is pursuing strategies that are in
the best interest of healthcare or the stockholders which is my motivation for
tendering my shares and our motivation as a company to not accept HealthScan's
offer to continue our relationship on their top product known as Personal Best.
We continue to distribute the balance of their line.
Good luck in your endeavor.
Sincerely,
/s/ Robert A. Byers, Jr.
Robert A. Byers, Jr.
President/CEO
RAB/jms
