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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5
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. 5 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 and Amendment No 4 filed March 21, 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 25, 1997, Healthdyne issued a press release, a copy of which
is attached hereto as Exhibit 33. Healthdyne noted in its press release that
only 18% of the Company's outstanding Common Stock had been tendered in
response to the Invacare offer, which had been extended by Invacare. Healthdyne
also addressed proposed legislation in the Georgia legislature which, if
adopted, would, among other things, provide protection from hostile takeovers
for Georgia public corporations by automatically providing for staggered terms
for the Board of Directors for companies that do not opt out of its provisions.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended by adding the following
exhibit:
Exhibit 33-- Press Release issued by Healthdyne on March 25, 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: March 25, 1997
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EXHIBIT 33
M. WAYNE BOYLSTON
March 25, 1997
(770) 499-1212
HEALTHDYNE TECHNOLOGIES
COMMENTS ON INVACARE'S TENDER
RESULTS AND GEORGIA SENATE ACTION
FOR IMMEDIATE RELEASE
Marietta, Georgia, March 25, 1997 - Healthdyne Technologies, Inc.
(Nasdaq:HDTC) announced today that it was pleased that only 18% of the
Company's total outstanding shares were tendered into the unsolicited hostile
tender offer of Invacare Corporation which has now been open for approximately
two months. "The overwhelming majority of our shareholders have again
indicated their support for our Board's decision that Invacare's offer is
grossly inadequate," said Parker H. Petit, Chairman of the Board. "Mixon,
the Chairman of Invacare's Board of Directors, has access to financial analyst
reports on our Company and should know the industry and our product lines well.
Mr. Mixon should be able to assess values more accurately than he has to date
or he is still engaged in bargain-hunting."
The Company also stated that it has gratified that the Georgia Senate
yesterday voted not to reconsider its passage of the Thompson amendment to
House Bill 294, a bill which would automatically provide for staggered terms
for the Board of Directors for Georgia public companies who do not opt out of
its provisions. The Senate action yesterday cleared the way for a vote in the
House of Representatives. The bill, if enacted into law, supports the
operation of existing state statutes which were passed in the late eighties to
protect corporations from unfair and inadequate takeovers. "Invacare initiated
a bargain tender offer and attempted to avoid existing Georgia law by
challenging the constitutionality of the statutes in federal court and
initiating a proxy fight coupled with a proposed by-law amendment purporting to
strip the Board of Directors of its ability to manage the affairs of the
Corporation in accordance with its fiduciary duties," continued Petit.
Mr. Petit continued, "Because the Georgia statutes that were passed to
protect corporations from unfair and inadequate takeovers can be circumvented,
we are actively supporting Senator Thompson's amendment to House Bill 294. It
is of great concern that it
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would be possible for less than a majority of our shareholders to cause
Healthdyne Technologies to accept an offer that the Board and its financial
advisors had determined is grossly inadequate. Georgia statutes already
permit staggered Boards, and over 70 percent of the 50 largest public companies
in Georgia already have staggered Boards. This new law would merely make the
staggered Board standard for all public corporations in Georgia, unless the
corporations elected not to have one. However, it does preclude our
shareholders from being forced into a transaction that is not in their best
interest. We applaud the far-sighted actions of the Senate to advance the
interests of all Georgia public corporations and their shareholders."
Besides 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. Healthdyne Technologies has
retained Morrow & Co., Inc. to act as information agent in connection with the
Invacare offer for customary fees.
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 of SIDS,
and products for asthma management.
