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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:
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<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
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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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Healthdyne Logo
March 28, 1997
Dear Fellow Shareholder:
As the largest individual shareholder of Healthdyne Technologies, my only
interest is to maximize the value of my investment in the Company. I firmly
believe that Healthdyne Technologies will produce greater value for you and for
me on a stand alone basis than the $13 per share offered by Invacare Corporation
which our financial advisors have determined to be grossly inadequate. Analysts
who follow the Company have reached the same conclusion. I would encourage you
ask for the most recent analyst reports on the Company.
I appreciate the support that the vast majority of my fellow shareholders
have shown for Healthdyne Technologies and its management. I am pleased that
only 18% of the outstanding shares have been tendered to Invacare since it began
its tender offer in January.
As you may know, Invacare intends to wage a proxy fight to gain control of
the Healthdyne Technologies board of directors at the 1997 annual meeting. If
Invacare obtains board control, their directors will approve the Invacare
bargain price offer and seek to dismantle the provisions we put in place to
protect shareholders against coercive and grossly inadequate offers. Invacare is
counting on the support of arbitrageurs who have recently bought Healthdyne
Technologies stock to make a quick profit on a sale of the Company. With the
support of these short-term speculators, Invacare could force a sale of
Healthdyne Technologies against the wishes of a majority of the Company's other
shareholders.
In an effort to avoid this result and the major disruption and expense of a
proxy fight and a legal attack on Georgia's laws which protect shareholders, we
asked the Georgia legislature to pass a law staggering the boards of directors
of all publicly-owned Georgia corporations. After the Georgia Senate passed the
bill, the House of Representatives rejected the legislation and it is now in
conference committee. Without assistance from the state legislature, Healthdyne
Technologies will have to expend a lot of effort and money to combat Invacare's
threatened proxy contest and their legal attack to declare Georgia statutes
protecting Georgia corporations and their shareholders unconstitutional.
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Invacare would have you believe that our recent legislative efforts in
Georgia were aimed at entrenching management. Nothing could be further from the
truth. The directors of Healthdyne Technologies, a majority of whom are
independent, know that they have fiduciary duties to act in the best interests
of all shareholders regardless of whether or not the board is staggered. If
Healthdyne Technologies is unable to demonstrate that the Company will produce
greater shareholder value than the price Invacare is offering, I will ask the
board of directors to take other action to enhance shareholder value.
I am confident that you will be pleased with the progress the Company is
making which will begin to be reflected in the first quarter results to be
announced early next month. I hope that you will await our earnings release and
future announcements before deciding whether or not to accept the Invacare
offer. Remember, this process will in all likelihood continue for several
months.
I ask for your continued support. Let's not allow Invacare to acquire our
Company at a bargain price!
Sincerely,
/s/ Parker H. Petit
Parker H. Petit
Chairman of the Board
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If you have already tendered your shares to Invacare and wish to change
your mind, you can withdraw your shares at any time on or before the expiration
of the tender offer (which is April 7, 1997, unless Invacare extends that date).
In order to withdraw your shares, you must send a written notice of withdrawal
to:
IBJ SCHRODER BANK & TRUST COMPANY
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<CAPTION>
By Facsimile By Hand or Overnight
By Mail: Transmission: Delivery:
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P.O. BOX 84 (212) 858-2611 ONE STATE STREET
BOWLING GREEN STATION ATTN: REORGANIZATION NEW YORK, NEW YORK 10004
NEW YORK, NEW YORK 10274-0084 OPERATIONS DEPARTMENT ATTN: SECURITIES
CONFIRM BY TELEPHONE: PROCESSING
(212) 858-2103 WINDOW -- SUBCELLAR ONE
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PARTICIPANT INFORMATION
In addition to Healthdyne Technologies, other participants 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 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 1,513,729 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: Rob Valdez
(Managing Director) and Ned Brown (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).
