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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a party other than the Registrant / /
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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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[MacKenzie Partners, Inc. Letterhead]
FOR IMMEDIATE RELEASE
Contact: Mark Harnett
MacKenzie Partners, Inc.
(212)929-5877
INVACARE CORPORATION ANNOUNCES EXTENTSION 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.
# # #
-More-
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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 and 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).
