<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 6
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
---------------------
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)
---------------------
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 statement)
---------------------
COPY TO:
BLAINE V. FOGG, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
This Amendment No. 6 amends and supplements the Schedule 14D-9 filed with the
Securities and Exchange Commission on January 31, 1997 as amended by Amendment
No. 1 filed February 13, 1997, Amendment No. 2 filed February 27, 1997,
Amendment No. 3 filed March 4, 1997, Amendment No 4 filed March 21, 1997 and
Amendment No. 5 filed March 25, 1997, 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.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by
adding the following:
On March 28, 1997, Parker H. Petit, Chairman of the Board of
Healthdyne, issued a letter to Healthdyne shareholders, a copy of which is
attached hereto as Exhibit 34.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended by adding the following
exhibit:
Exhibit 34-- Letter to Shareholders issued by Parker H. Petit on March 28,
1997.
<PAGE> 3
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
------------------------------------
Name: M. Wayne Boylston
Title: Vice President -- Finance,
Chief Financial Officer and
Treasurer
Dated: March 28, 1997
<PAGE> 4
EXHIBIT 34
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.
<PAGE> 5
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
<PAGE> 6
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
<TABLE>
<CAPTION>
By Facsimile By Hand or Overnight
By Mail: Transmission: Delivery:
<C> <C> <C>
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
</TABLE>
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).
