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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 13
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. 12 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, dated as of May 22, 1995, as amended, between
the Company and SunTrust Bank, Atlanta (formerly Trust Company Bank), as Rights
Agent, at a purchase price of $13.50 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 (the "Offer
to Purchase"), as amended and supplemented by the Supplement thereto dated April
4, 1997 (the "Supplement"), and in the revised Letter of Transmittal (which,
together with any other amendments or supplements thereto, constitute the
"Offer").
The Schedule 14D-1 is hereby amended and supplemented as follows:
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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(g)(8) Annual Meeting Consent Order entered by the Court on April 28, 1997.
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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: May 1, 1997
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EXHIBIT INDEX
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EXHIBIT PAGE
NO. DESCRIPTION NO.
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11(g)(8) Annual Meeting Consent Order entered by the Court on April 28, 1997.
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UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF GEORGIA
ATLANTA DIVISION
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INVACARE CORPORATION, et al., )
----- )
Plaintiffs, )
v. ) CIVIL ACTION NO: 1:97-CV-0205-CC
)
HEALTHDYNE TECHNOLOGIES, INC., )
et al., )
- ----- )
Defendants. )
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CONSENT ORDER ON PLAINTIFFS' MOTION
FOR A PRELIMINARY INJUNCTION REGARDING
THE ANNUAL SHAREHOLDERS MEETING
WHEREAS, plaintiffs have filed a motion for a preliminary injunction
seeking to require defendant Healthdyne Technologies, Inc. ("Healthdyne") to
hold its annual shareholders meeting on or before June 30, 1997; and
WHEREAS, plaintiffs contend that Georgia law, Healthdyne's bylaws, and the
director defendants' fiduciary duties require that the annual meeting be
scheduled on or before June 30, 1997; and
WHEREAS, defendants have scheduled the annual shareholders' meeting for
July 30, 1997, have set June 23, 1997 as the record date for said meeting, and
contend that they have valid reasons for doing so and that they are permitted to
do so both by the Georgia Business Corporation Code and their fiduciary duties;
and
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WHEREAS, the parties desire to resolve this dispute about the annual
meeting by agreement in order to avoid the time, expense, and uncertainty of
litigation, and desire to fix a date for the annual shareholders' meeting, but
without prejudice to the positions of either the plaintiffs or the defendants;
and
WHEREAS, it appears to the Court that the parties have consented to and
requested the entry of this Order,
IT IS HEREBY ORDERED that the defendants shall hold Healthdyne's annual
shareholders' meeting on July 30, 1997; provided, however, that if plaintiffs
change the offer price or form of consideration in their tender offer for the
shares of Healthdyne within fifteen (15) calendar days of the meeting date,
then defendants may postpone the meeting to a date not later than fifteen (15)
calendar days from the latest date of any such change, unless a postponement
would require setting a new record date under O.C.G.A. Section 14-2-707(b),
in which case defendants may not postpone such meeting, but may instead
adjourn the meeting to a date not later than fifteen (15) calendar days
from the latest date of any such change. Solely in the situation where an
adjournment, instead of a postponement, is necessary under the terms of this
Order to preserve the record date, plaintiffs will vote their shares and their
proxies in favor of such an adjournment. IT IS FURTHER ORDERED that the
record date for said meeting and any such postponed or adjourned meeting shall
remain June 23, 1997 and that defendants shall take or cause to be taken all
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steps necessary to hold the meeting in accordance with the terms of this
Order. Any party may petition the Court for relief from this Order. Upon
entry of this order, the plaintiffs' motion for a preliminary injunction
regarding the annual shareholders' meeting is withdrawn.
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Date: April 28, 1997 /s/ Clarence Cooper
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Clarence Cooper, Judge
United State District Court
for the Northern District of Georgia
CONSENTED TO AND PRESENTED BY:
KING & SPALDING TROUTMAN SANDERS LLP
/s/ M. Robert Thornton /s/ John M. Bowler
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M. Robert Thornton Winifred D. Simpson
Georgia Bar No. 710475 Georgia Bar No. 648275
Michael R. Smith John M. Bowler
Georgia Bar No. 661689 Georgia Bar No. 071770
David J. Onorato NationsBank Plaza
Georgia Bar No. 553826 600 Peachtree Street, N.E.
191 Peachtree Street, N.E. Suite 5200
Atlanta, Georgia 30303 Atlanta, Georgia 30308-2216
Telephone: (404) 572-4600 Telephone: (404) 885-3000
Facsimile: (404) 572-5100 Facsimile: (404) 885-3900
Attorneys for Plaintiffs Attorneys for Defendants
OF COUNSEL: OF COUNSEL:
SIMPSON THACHER & BARTLETT SKADDEN, ARPS, SLATE, MEAGHER &
425 Lexington Avenue FLOM (DELAWARE)
New York, New York 10017 P.O. Box 636
(212) 455-2000 Wilmington, Delaware 19899
(302) 651-3000
