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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
HEALTHDYNE TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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Exhibit 52
HEALTHDYNE TECHNOLOGIES, INC.
CONTACT: M. WAYNE BOYLSTON
(770) 499-1212
HEALTHDYNE TECHNOLOGIES TO EXPLORE
ALTERNATIVES TO INVACARE OFFER
FOR IMMEDIATE RELEASE
Marietta, Georgia, June 23, 1997 __ Healthdyne Technologies, Inc. (Nasdaq:
HDTC) announced today that its Board of Directors, while reaffirming its
decision not to sell or merge the Company, instructed the Company's management
and financial advisors to explore alternatives to the offer of Invacare
Corporation, including a possible merger or acquisition of Healthdyne
Technologies with or by another party and possible transactions employing
leverage to deliver value to shareholders.
Parker H. Petit, Chairman of the Board, stated, "While the Board has not
made any decision to pursue any particular alternative, we believe it is
prudent to talk with third parties to find out what the alternatives are. Of
course, there can be no assurance that any transaction will be proposed or
consummated."
Mr. Petit also sent the following letter to A. Malachi Mixon, III,
Invacare's Chairman:
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June 23, 1997
A. Malachi Mixon, III
Chairman of the Board and
Chief Executive Officer
Invacare Corporation
899 Cleveland Street
Elyria, Ohio 44056
Dear Mr. Mixon:
I am writing in response to the request made in your letter of May
21, 1997, that Invacare be included in any discussions with third parties
undertaken by Healthdyne regarding a potential acquisition or strategic
combination involving Healthdyne.
As you may know, Healthdyne's Board of Directors has reaffirmed its
decision not to sell or merge Healthdyne. Nonetheless, in the interest of
exploring all alternatives to Invacare's latest grossly inadequate offer,
Healthdyne's Board instructed management to talk with third parties which have
expressed or may have an interest in a potential transaction with Healthdyne.
We are willing to include Invacare in this process and furnish to
Invacare the same non-public information concerning Healthdyne as we may
furnish to such third parties, provided that Invacare agrees to abide by the
same conditions being asked of such third parties. Specifically, Invacare would
be required to withdraw its tender offer, stop soliciting proxies, and sign a
confidentiality agreement which would include customary standstill provisions.
Of course, if Healthdyne's Board determines to sell the Company to the highest
bidder, Invacare would be invited to make a proposal to the Board, which the
Board would consider along with any other proposals we have received.
Healthdyne is not prepared to furnish non-public information to
Invacare while Invacare is pursuing its tender offer and soliciting proxies, as
Invacare would then have a legal duty to publicly disclose such information in
its tender offer and proxy soliciting material. We believe that such
disclosure, without any assurance that Healthdyne's shareholders would benefit
by receiving a
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higher offer from Invacare fully reflective of the true value of Healthdyne,
would not be in the best interests of our shareholders.
We believe that the conditions set forth in this letter will
establish an orderly process and a "level playing field" that will enable
Healthdyne to fully explore alternatives to Invacare's offer and enable
Invacare to participate in the process if it is willing to play by the rules.
If you are interested in proceeding on this basis, please let me
know.
Sincerely,
/s/ Parker H. Petit
-------------------
Parker H. Petit
Chairman of the Board
Healthdyne Technologies designs, manufactures and markets
technologically advanced medical devices for use in the home, as well as other
specialized clinical settings. The Company's products include diagnostic and
therapeutic devices for the evaluation and treatment of sleep disorders,
non-invasive ventilators, oxygen concentrators and medication nebulizers for
the treatment of respiratory disorders, monitors for infants at risk for SIDS,
and products for asthma management.
PARTICIPANT INFORMATION
In addition to Healthdyne Technologies, other partici- pants in any
proxy solicitation by Healthdyne Technologies in connection with its 1997
annual meeting may include the following directors and executive officers of
Healthdyne Technologies: Parker H. Petit, Chairman of the Board; Craig B.
Reynolds, President, Chief Executive Officer and Director; J. Terry Dewberry,
Director; Alexander H. Lorch, Director; J. Leland Strange, Director; James J.
Wellman, M.D., Director; J. Paul Yokubinas, Director; Robert M. Johnson, Senior
Vice President-Business Development; John
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L. Miclot, Senior Vice President-Sales and Marketing; Robert E. Tucker, Senior
Vice President-Operations; M. Wayne Boylston, Vice President-Finance, Chief
Financial Officer and Treasurer; Leslie R. Jones, Vice President, General
Counsel and Secretary; and Jeffrey A. North, Corporate Controller. The
above-referenced individuals beneficially own an aggregate of 1,593,092 shares
of Healthdyne Technologies' common stock (including shares underlying vested
options). Healthdyne Technologies has retained Morrow & Co., Inc. to act as
information agent and proxy solicitor in connection with the Invacare offer for
customary fees. Although Cowen & Company ("Cowen"), which is acting as
financial advisor to Healthdyne Technologies in connection with the Invacare
offer, 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 Cowen may assist
Healthdyne Technologies in such a solicitation: Robert D. Valdez (Managing
Director) and Edward M. Brown (Managing Director). Cowen will receive
customary financial advisor fees, reimbursement and indemnification from
Healthdyne Technologies in connection with the Invacare offer. Cowen will not
receive any additional fee for or in connection with assisting in any
solicitation of proxies. Cowen engages in a full range of investment banking,
research, sales, trading, market-making, brokerage, asset management and
correspondent clearing services for institutional and individual clients. In
the ordinary course of its business, Cowen maintains customary arrangements and
effects transactions in the securities of Healthdyne Technologies for the
accounts of its customers. As a result of its engagement by Healthdyne
Technologies, Cowen has restricted its proprietary trading in the securities of
Healthdyne Technologies (although it may still execute trades for customers on
an unsolicited agency basis).
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