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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
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 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. 3 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 and Amendment No. 2 filed February 27,
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 Corp., 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 new paragraph to the end of the subsection entitled
"Certain Litigation":
On February 28, 1997, Healthdyne filed its Answer to the Complaint. In
its Answer, Healthdyne denied the material allegations of the Complaint and
made a number of averments including: (i) its Board of Directors fully
considered IHH's proposed acquisition before rejecting it on January 24; (ii)
the purchase price of $13 per share is grossly inadequate; and (iii) the Board
of Directors may in the future adopt other defensive measures. By way of
defenses, Healthdyne alleged that Invacare and IHH lacked standing to assert a
claim of breach of fiduciary duty and the Complaint fails to state a claim for
which relief can be granted. Healthdyne requested, among other things, that
the Court dismiss the Complaint with prejudice and enter judgment for
Healthdyne on all issues.
On February 12, 1997 three suits (the "Stockholder Actions") were filed
by three individuals (the "Stockholders") who allegedly are stockholders of
Healthdyne and seek to act on behalf of the public stockholders of Healthdyne
as a class in the United States District Court for the Northern District of
Georgia, Atlanta Division. Named as defendants in the Stockholder Actions are
Healthdyne and the following directors of Healthdyne: Craig B. Reynolds, Parker
H. Petit, J. Terry Dewberry, Alexander H. Lorch, J. Leland Strange, James J.
Wellman, and J. Paul Yokubinas. In the Stockholder Actions, the Stockholders
allege that the individual defendants have wrongfully refused to take the steps
necessary to maximize stockholder value, including consideration of the
Invacare Offer; that the individual defendants are wrongfully using their
fiduciary positions of control over Healthdyne and certain allegedly
unreasonable defensive tactics to thwart others in their attempts to acquire
Healthdyne; that the directors of Healthdyne have wrongfully relied upon
various anti-takeover devices, including a shareholder rights plan and the
"Business Combinations with Interested Stockholders" statute in an attempt to
block the Invacare Offer, that defendants have taken defensive actions in
response to the Invacare Offer that are unreasonable in light of any perceived
threat posed by the Invacare Offer and that are in violation of their fiduciary
duties to the stockholders of Healthdyne.
The Stockholder Actions seek injunctive and/or declaratory relief (1) to
force defendants to take steps to maximize stockholder value, consistent with
their fiduciary duties to shareholders; (2) to prevent the existing
anti-takeover devices and other defensive measures of Healthdyne, from impeding
or delaying shareholder consideration of the Invacare Offer and other offers in
violation of Georgia law and the individual defendants' fiduciary duties; (3)
to prevent the application of certain Georgia statutes - such as the Fair Price
Statue and the Business Combination Statute - to the Invacare Offer and other
offers; and (4) to prevent the defendants from otherwise taking further actions
to impede or delay shareholder consideration of the Invacare Offer or other
offers. Stockholders state that they may assert damages claims at a later
date.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended by adding the following
exhibit:
Exhibit 99-- Letter to Shareholders dated March 4, 1997 regarding Invacare
offer.
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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: March 4, 1997
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EXHIBIT 99
HEALTHDYNE TECHNOLOGIES LOGO
March 4, 1997
Dear Fellow Shareholder:
We are pleased to inform you that, as of February 24, 1997, owners of more
than 83% of Healthdyne Technologies' outstanding shares not owned by Invacare
did not accept the Invacare offer. We believe that the offer results confirm the
Board's unanimous view that Invacare's offer is grossly inadequate and should be
rejected, particularly in light of Healthdyne Technologies' investment potential
as an independent company.
Notwithstanding these results, we fully expect Invacare to continue with
its attempt to acquire your company at a "bargain" price and before we can
realize the anticipated benefits of Healthdyne Technologies' promising new
growth strategies. Thus, you may be receiving additional mailings and telephone
calls from Invacare and its agents. Although we hope to minimize the volume of
mail sent to you, we do not control Invacare and, in some cases, we may be
required to provide you with additional important information.
If you are among the majority of Healthdyne Technologies' owners who have
not accepted the Invacare offer, we believe that you have made the correct
decision and you need not take any further action. If, however, you are one of
the few investors who have accepted the Invacare offer, you can still withdraw
your shares by following the procedures described in the Invacare offer to
purchase. If you need assistance in withdrawing your shares, please call Wayne
Boylston, Vice President and Chief Financial Officer, at (770) 499-1212
(collect).
We plan to minimize the cost of our mailings to you by avoiding unnecessary
communications. However, you can rest assured that we shall keep you informed of
all material new developments.
You should know that your company's Board and management remain confident
in their ability to create greater value for all Healthdyne Technologies'
shareholders and we appreciate your continuing support and encouragement.
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Very truly yours,
/s/Parker H. Petit /s/Craig B. Reynolds
Parker H. Petit Craig B. Reynolds
Chairman of the Board President and Chief Executive Officer
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1255 Kennestone Circle - Marietta, Georgia
30066 - (770) 499-1212 - (770) 499-0117 FAX
