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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 11
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. 11 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.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
On May 14, 1997, Skadden, Arps, Slate, Meagher and Flom LLP, counsel to
Healthdyne ("Healthdyne's Counsel"), on behalf of Healthdyne, sent a letter to
Simpson Thacher & Bartlett, counsel to Invacare ("Invacare's Counsel"), in
response to the letter of Invacare's Counsel, dated May 12, 1997, regarding the
Preliminary Proxy Statement Healthdyne filed with the Commission on May 5, 1997
for its 1997 Annual Meeting of Shareholders. The letter from Healthdyne's
Counsel addresses concerns raised in the letter from Invacare's Counsel
regarding statements made in the Preliminary Proxy Statement about the Georgia
Fair Price Statute Condition and voting procedures for Healthdyne's 1997 Annual
Meeting of Shareholders. The full text of the letter is set forth in Exhibit
44 hereto.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended by adding the following
exhibit:
Exhibit 44 -- Letter from Healthdyne's Counsel to Invacare's Counsel dated
May 14, 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: May 15, 1997
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EXHIBIT 44
[SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP LETTERHEAD]
May 14, 1997
BY HAND AND TELECOPY
Robert E. Spatt, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Dear Mr. Spatt:
As counsel to Healthdyne Technologies, I am writing in
response to your letter of May 12, 1997.
Georgia Fair Price Statute
Condition and Rights Condition
We disagree with your interpretation of the Georgia Fair Price
Statute. Under the applicable definition of "beneficial owner" (GBCC ss.
14-2-1110(4)), Invacare will be deemed to be the beneficial owner of Healthdyne
Technologies shares tendered pursuant to Invacare's tender offer and of
Healthdyne Technologies shares with respect to which Invacare has received valid
unrevoked proxies. The definition reads, in pertinent part, as follows: ". . . a
person shall be considered the beneficial owner of any equity securities . . .
which such person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time, pursuant to any agreement,
arrangement, or understanding . . . or the right to vote pursuant to any
agreement, arrangement, or understanding . . ." You should note that there is no
exception, as there is under the Georgia Business Combination Statute (GBCC ss.
14-2-1131(1)), for stock tendered pursuant to a tender
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Robert E. Spatt, Esq.
May 14, 1997
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offer prior to its acceptance for purchase, or for voting rights arising solely
from revocable proxies.(1)
Accordingly, for purposes of the Fair Price Statute, Invacare
will be an "interested shareholder" prior to the election of directors at the
Healthdyne Technologies 1997 annual meeting of shareholders, and Invacare's
nominees, if elected, will not be "continuing directors." It seems highly
unlikely that Invacare will be able to satisfy the statute's fair price tests
without paying more per share in its second-step merger than in its first-step
tender offer given the fact that the Healthdyne Technologies stock has been
trading and continues to trade at prices significantly above Invacare's tender
offer price. In sum, under the correct interpretation of the statute and market
conditions, Invacare, in all likelihood, will not be able to satisfy the Georgia
Fair Price Statute Condition even if it prevails in the proxy contest.
Although not mentioned in your letter, another important point
regarding Invacare's inability to satisfy the conditions to its tender offer
relates to the Rights Condition. As you know, even if Invacare wins the proxy
contest, Invacare will not be able to satisfy the Rights Condition unless
Invacare also prevails in the hearing to be held next month in the federal
district court in Atlanta. Healthdyne Technologies believes that Healthdyne
Technologies, not Invacare, will prevail in the court hearing.
By reason of the foregoing, we continue to believe that
Invacare will not be able to fulfill either the Georgia Fair Price Statute
Condition or the Rights Condition to its tender offer. We are very concerned
that Invacare may have disseminated and may continue to disseminate proxy
materials and other public statements containing material misstatements about
its ability to satisfy these
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(1) Invacare and its counsel should recognize the significance of this
exception because the definition of "Beneficial Owner" in Invacare's
Rights Plan contains this exception.
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Robert E. Spatt, Esq.
May 14, 1997
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conditions and omitting material facts about its plans in the event that either
condition is not satisfied.
Voting Requirements Regarding Invacare's Proposals
Regarding your second point, the preliminary proxy statement
of Healthdyne Technologies accurately reflects the vote required at the annual
meeting with respect to the Invacare proposals. The by-law purporting to require
a greater vote was not approved by shareholders.
I look forward to hearing from you at your earliest
convenience regarding your responses to the comments set forth herein.
Very truly yours,
/s/ Blaine V. Fogg
Blaine V. Fogg
cc: Catherine M. Dixon, Esq., and
Dennis O. Garris, Esq.,
Securities and Exchange Commission
Thomas R. Miklich, Esq.,
Invacare Corporation
