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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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
/X/ Definitive Additional Materials
/ / 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 Rules14a-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
Rule0-11(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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[INVACARE LETTERHEAD]
July 14, 1997
BECAUSE OF THE HEALTHDYNE BOARD'S ENTRENCHING ACTIONS,
WE CAN'T GIVE YOU THE FULL CHOICE YOU DESERVE
AT THE ANNUAL MEETING
YOUR BEST OPTION IS TO VOTE FOR OUR FOUR NOMINEES
TO CONSTITUTE A MAJORITY OF THE BOARD AND
TO VOTE FOR OUR PROPOSALS
DEAR FELLOW HEALTHDYNE SHAREHOLDER:
The current Healthdyne Board--the same people who tried to strip you of
critical shareholder rights in the Georgia legislature and delayed your Annual
Meeting as long as possible--has now obtained an unprecedented ruling from a
Georgia federal district court supporting their director-entrenching "dead hand"
poison pill provisions.
We are, of course, appealing this extraordinary decision and are confident
our appeal will ultimately be successful. Unfortunately, the appellate court has
declined to expedite the appeal and resolve these matters before the Annual
Meeting so that you could vote with a clear and definitive understanding of all
the issues (in fact, Healthdyne vigorously opposed our request for such a timely
resolution).
Electing all seven of our original 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 Healthdyne promptly at the best available price and
terms--would be unable to do just that because the "dead hand" provisions would
require "continuing directors" to nullify the poison pill and permit the sale to
go forward. That risk would be unacceptable to us both as a major Healthdyne
shareholder and as a responsible corporate citizen.
THEREFORE, ALTHOUGH WE WOULD HAVE FAR PREFERRED TO PRESENT YOU WITH A FULL
SLATE OF NOMINEES COMMITTED TO THE PROMPT AUCTION AND SALE OF THE COMPANY AT THE
BEST AVAILABLE PRICE AND TERMS, CAUTION DICTATES THAT WE LEAVE A MINORITY OF
INCUMBENT "CONTINUING DIRECTORS" ON THE BOARD (THUS PROVING THE
DIRECTOR-ENTRENCHING ASPECTS OF HEALTHDYNE'S "DEAD HAND").
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VOTE YOUR GOLD PROXY TODAY!
We are now asking for your support for four of our original seven nominees
to constitute a simple majority of the Board. IF ELECTED, THESE FOUR QUALIFIED,
INDEPENDENT NOMINEES INTEND TO USE THEIR MAJORITY POSITION TO PROCEED WITH THEIR
MANDATE TO AUCTION AND SELL HEALTHDYNE PROMPTLY TO THE BEST OF THEIR ABILITY,
INCLUDING INSISTING THAT THE REMAINING INCUMBENT MINORITY FULFILL THEIR
FIDUCIARY DUTIES TO YOU IN ACCORDANCE WITH THAT MANDATE. We also continue to ask
for your support for all four of our original corporate governance proposals,
which would facilitate a sale.
All four of our nominees are accomplished businessmen and are chairmen,
chief executive officers and/or directors of public companies. None of these
four nominees are our affiliates or are otherwise "controlled" by us in any way,
and all are fully committed to acting independently as directors in the best
interests of all Healthdyne shareholders. The nominees fully intend to promptly
solicit and evaluate all bona fide offers, not just Invacare's. Our goal is
simply to have a Healthdyne Board which is committed to presenting the
shareholders with the best available option for the sale of the company, even if
Invacare is not the successful bidder (remember, we own almost 5% of
Healthdyne's stock ourselves, so we also have a lot to gain in a sale of
Healthdyne to a third party). OF COURSE, YOU THE SHAREHOLDERS WILL ALWAYS HAVE
THE ULTIMATE POWER OF WHETHER TO ACCEPT OR APPROVE ANY PARTICULAR TRANSACTION
NEGOTIATED BY THE BOARD.
Don't be fooled by Healthdyne's insinuations that you should question our
nominees' commitment to a prompt auction and sale just because our preliminary
proxy materials didn't explicitly mention it. As our proxy materials,
preliminary and otherwise, have consistently stated, OUR NOMINEES HAVE ALWAYS
BEEN COMMITTED TO CONSIDERING ALL BONA FIDE OFFERS FOR HEALTHDYNE.
ACTIONS SPEAK LOUDER THAN WORDS.
DON'T TRUST THE CURRENT BOARD TO ACT IN YOUR BEST INTERESTS!
HEALTHDYNE'S BOARD HAS BEEN STONEWALLING AND EVASIVE EVER SINCE WE MADE OUR
INITIAL ACQUISITION PROPOSAL ON JANUARY 2, 1997. Their recent and
suspiciously-timed claims that they are "exploring alternatives", "talking to
third parties", and might announce a "value enhancing transaction" (whatever
that means) in the "next several weeks" all seem very likely to be a ruse
designed merely to secure their re-election. Despite all this rhetoric, they
have steadfastly refused to commit to sell the company. In fact, although their
most recent press release boasted about their second-quarter results and spoke
of "delivering increasing value" through continued growth, not once did it
mention their efforts or progress in delivering a "value enhancing transaction".
Likewise, their latest shareholder letter on July 11 completely failed to
mention the possibility of a transaction in the "next several weeks", and
claimed that they were committed only to "increasing the value of your interest
in Healthdyne". IF THEY ARE RE-ELECTED, WE SUSPECT ALL THIS TALK OF "EXPLORING
OPTIONS" WILL SUDDENLY CEASE.
If you want to evaluate the current Board's commitment to act in your best
interests, look to their actions, not their words. They have made every effort,
and claim to have spent more than $2 million of your company's money, to
frustrate your voting rights and block your opportunity to consider our offer.
HOW CAN PREVENTING YOU FROM MAKING YOUR OWN INFORMED CHOICE POSSIBLY BE IN YOUR
BEST INTERESTS?
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WHAT DO YOU THINK CAUSED THE 100% INCREASE IN HEALTHDYNE STOCK:
OUR PREMIUM OFFER AND PRESSURE TO SELL THE COMPANY OR
THEIR "STRATEGIC PLAN" AND ENTRENCHING ACTIONS?
We have been amused by Healthdyne's insistent claims that its Board of
Directors and management "have already created value for you in excess of
Invacare's offer". Judge for yourself:
-Healthdyne's stock closed at $8.88 on December 31, 1996, the trading day
before we made our initial acquisition proposal.
-It generally traded slightly higher than our then-current offer price, with
a corresponding rise each time we increased our offer.
-THE ONE NOTABLE EXCEPTION WAS ITS PLUNGE DURING A FEW DAYS IN MARCH WHEN IT
APPEARED HEALTHDYNE MIGHT SUCCEED IN BLOCKING OUR OFFER IN THE GEORGIA
LEGISLATURE.
-Only when pressure from our offer forced them to begin claiming they would
"explore alternatives" did the stock rise significantly beyond our offer on
speculation that a higher proposal might materialize.
-On July 11, 1997, with our offer still outstanding and our nominees,
committed to auctioning the company promptly, challenging their board,
Healthdyne's stock closed at $17.38.
WHOSE ACTIONS DO YOU THINK DOUBLED THE TRADING PRICE OF HEALTHDYNE STOCK?
WHAT DO YOU THINK WILL HAPPEN TO YOUR STOCK IF INVACARE'S OFFER AND PRESSURE TO
SELL GO AWAY? (I'll tell you what I think--remember those few days in March!)
HEALTHDYNE'S SECOND QUARTER RESULTS:
PERHAPS THE BEST REASON TO SELL NOW
Like you, 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. It is this potential that makes this company
attractive to us and, perhaps, to other potential bidders.
As we've said before, we anticipated increased performance in 1997 and took
it into account in our latest increase to our offer; we presume any other
interested parties have fully considered it as well. It does not, however,
change the fact that a sale of Healthdyne will entitle you to an impressive
premium for your shares now without the risk of trusting the current management,
with its inconsistent performance and evasive rhetoric, to deliver on long-term
promises, to continually meet or exceed market expectations, or to engage in a
value-maximizing sale transaction.
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We are also concerned with some aspects of Healthdyne's reported results.
Although their 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 have been 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. While we don't believe that such concerns are insurmountable, we think
you should take them into account in judging whether you should trust the
current Board to act in your best interests or whether you should instead
support our nominees and proposals to encourage the prompt auction and sale of
the company.
IF YOU WANT HEALTHDYNE SOLD AT THE BEST AVAILABLE PRICE AND TERMS,
SUPPORT OUR NOMINEES AND PROPOSALS
Healthdyne's Annual Meeting is scheduled for July 30. Your vote--no matter
how many or few shares you own--is critical. Please carefully study the enclosed
Supplement to our Proxy Statement, which explains recent developments in more
detail, as soon as possible and then execute and mail the enclosed GOLD proxy
card today. Please do not execute any blue proxy card sent to you by Healthdyne.
We appreciate your support of our nominees and our corporate governance
proposals. IF YOU HAVE QUESTIONS OR NEED ASSISTANCE IN VOTING YOUR SHARES,
PLEASE CONTACT MACKENZIE PARTNERS, INC., WHICH IS ASSISTING US WITH THIS
TRANSACTION, TOLL-FREE AT (800) 322-2885.
Sincerely,
/s/ A. Malachi Mixon, III
A. MALACHI MIXON, III
CHAIRMAN OF THE BOARD &
CHIEF EXECUTIVE OFFICER
