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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 15
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4)
OF
THE SECURITIES EXCHANGE ACT OF 1934
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HEALTHDYNE TECHNOLOGIES, INC.
(Name of Subject Company)
HEALTHDYNE TECHNOLOGIES, INC.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
422206102
(CUSIP Number of Class of Securities)
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LESLIE R. JONES, ESQ.
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
HEALTHDYNE TECHNOLOGIES, INC.
1255 KENNESTONE CIRCLE
MARIETTA, GEORGIA 30066
(770) 499-1212
(Name, address and telephone number of person
authorized to receive notice and communications
on behalf of the person filing the statement)
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COPY TO:
BLAINE V. FOGG, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
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This Amendment No. 15 amends and supplements the Schedule 14D-9 filed with
the Securities and Exchange Commission on January 31, 1997 (as amended, the
"Schedule 14D-9") by Healthdyne Technologies, Inc., a Georgia corporation
("Healthdyne"), relating to the proposed tender offer by I.H.H. Corporation, a
Delaware corporation ("IHH") and a wholly owned subsidiary of Invacare
Corporation, an Ohio corporation ("Invacare"), to purchase for cash all
outstanding shares of Common Stock, par value $.01 per share, of Healthdyne.
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ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE
SUBJECT COMPANY.
Item 7(a) of the Schedule 14D-9 is hereby amended to read as
follows:
(a) The Board of Directors of Healthdyne has not made any
decision to sell Healthdyne or to merge Healthdyne with any other company, but
at a meeting on June 20, 1997, the Board instructed the Company's management
and financial advisors to explore alternatives to the Invacare Offer, including
having discussions with certain parties which have expressed or may have an
interest in a possible merger with or acquisition of the Company, and
considering other possible transactions employing leverage to deliver value to
shareholders. There can be no assurance that any such transaction will be
proposed or consummated. The Board of Directors is of the opinion that, prior
to an agreement in principle being reached, disclosure of the possible terms
of, or the parties to, such a potential transaction would jeopardize
continuation of such discussions. Accordingly, the Board has instructed
management not to make any such disclosure until an agreement in principle has
been reached or counsel has advised that such disclosure is otherwise required
by law.
Except as set forth above, Healthdyne is not undertaking any
negotiations in response to the Invacare Offer that relate to or would result
in any transaction, change or matter referred to in Item 7(a) of Schedule 14D-9
of the Securities and Exchange Commission.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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Exhibit 52 -- Press release issued by Healthdyne on June 23, 1997.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
HEALTHDYNE TECHNOLOGIES, INC.
By: /s/ M. WAYNE BOYLSTON
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Name: M. Wayne Boylston
Title: Vice President -- Finance,
Chief Financial Officer and
Treasurer
Dated: June 23, 1997
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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
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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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