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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 20
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 the 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. 20 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.
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ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by
adding the following information:
On July 16, 1997, Healthdyne sent a letter to the District Court, a
copy of which is attached hereto as Exhibit 63, with respect to Invacare's
emergency motion for clarification of the July 3, 1997 order of the District
Court.
On July 16, 1997, Healthdyne amended its Special Severance Pay Plan. A
copy of the amendment is attached hereto as Exhibit 64.
On July 17, 1997, HealthScan Products, Inc., a subsidiary of
Healthdyne, sent a letter to Tri-anim Health Services, Inc., a copy of which is
attached hereto as Exhibit 65.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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EXHIBIT 63 -- Letter from Healthdyne to the District Court, delivered
July 16, 1997.
EXHIBIT 64 -- Amendment to Healthdyne Tecnologies, Inc. Special Severance
Pay Plan.
EXHIBIT 65 -- Letter dated July 17, 1997 from Healthscan Products, Inc.
to Tri-anim Health Services, Inc.
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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/ Leslie R. Jones
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Name: Leslie R. Jones
Title: Vice President, General
Counsel and Secretary
Dated: July 17, 1997
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TROUTMAN SANDERS LLP
ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP
NATIONSBANK PLAZA
600 PEACHTREE STREET, N.E. - SUITE 5200
ATLANTA, GEORGIA 30308-2216
TELEPHONE: 404-885-3000
FACSIMILE: 404-885-3995
EXHIBIT 63
WINIFRED D. SIMPSON 404-885-3222
July 15, 1997
VIA HAND DELIVERY
The Honorable Clarence Cooper
United States District Court
75 Spring Street, S.W.
Atlanta, GA 30335
Re: Invacare Corp., et al. v. Healthdyne Technologies, Inc., et al., Civil
Action No. 1:97-CV-205-CC
Dear Judge Cooper:
This correspondence is in response to plaintiffs' emergency motion for
clarification of the July 3, 1997 order or, in the alternative, for a limited
stay pending appeal. In that motion, Invacare seeks relief not previously
requested, in the form of an order treating its bylaw proposal, which the Court
has determined is invalid under Georgia law, as "merely advisory". Motion for
Clarification page 2.
In our opinion, there is no need for the Court to address the motion.
Because of Invacare's timing, both sides' proxy cards still include provisions
allowing shareholders to express their views on the now-null bylaw proposal.
In order to avoid another time-consuming round of briefings and the necessity
for a hearing, Healthdyne would propose that, at the annual meeting on July 30,
the bylaw proposal be presented for shareholder vote on a contingent basis.
Because this Court has clearly held that the bylaw proposal is unlawful under
Georgia law, the votes on this proposal will not be counted at that time.
However, the proxy cards and ballots will be retained by the independent
inspectors of the election so that, in the unlikely event of a reversal on
appeal, the proxy cards will be available and tabulated.
Invacare's motion comes far too late in the process to avoid shareholder
confusion. While Invacare may now wish to characterize its shareholder bylaw
proposal as merely a recommendation to the directors, the bylaw in question was
not written as an advisory proposal. It is drafted so that the language is
mandatory, not precatory. If shareholders vote on the proposal as it presently
appears on both parties' proxy cards, there is no way of determining whether the
shareholders intend to vote for an illegal mandatory bylaw or merely an
advisory
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TROUTMAN SANDERS LLP
ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP
one. There are only two weeks left prior to the meeting. Invacare's own
evidentiary record submitted to this Court indicates that at least 30 days is
required to effectively communicate with shareholders so that they understand
what they are voting on. See April 5, 1997 Aff. Of Mark H. Harnett para. 4.
Under Healthdyne's suggested procedure, no harm can be caused to
Invacare. If the Court's decision is reversed, the votes for Invacare's
shareholder proposal will be counted and published. Nor is there any need to
treat the illegal bylaw proposal as "merely advisory", with the potential for
massive shareholder confusion, when it was never intended as such in the first
place. Most importantly, there is no reason for the Court or the parties to
take any additional action in response to Invacare's motion. Of course, should
Your Honor feel that briefing is appropriate, we will be glad to respond as
directed by the Court.
Respectfully,
/s/ Winifred D. Simpson
Winifred D. Simpson
WDS:mm
cc: The Honorable Luther D. Thomas (via hand delivery)
M. Robert Thornton, Esq. (via facsimile)
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EXHIBIT 64
AMENDMENT TO HEALTHDYNE TECHNOLOGIES, INC.
SPECIAL SEVERANCE PAY PLAN
WHEREAS, it was the intention of the Board of Directors of Healthdyne
Technologies, Inc. ("Board of Directors") when it initially adopted the
Special Severance Pay Plan ("Plan") to include the Vice President, Marketing
as a participant therein;
WHEREAS, when the Plan was adopted by the Board of Directors, the Vice
President, Marketing was inadvertently omitted from inclusion in the Plan; and
WHEREAS, the Board of Directors desires and intends to amend the Plan
so that the Vice President, Marketing is included as a participant therein, as
originally intended.
NOW, THEREFORE, the Plan is amended as follows:
(1) In the first paragraph on the first page of the Plan, after
"sales organization", insert "and the Vice President,
Marketing".
(2) In the second paragraph on the first page of the Plan, after
"sales organization", insert "and the Vice President,
Marketing".
(3) In the first line of Section 1.06, before "any person employed",
insert "The Vice President, Marketing or".
This Amendment shall be effective as of January 23, 1997.
HEALTHDYNE TECHNOLOGIES, INC.
By: /s/ Craig B. Reynolds
Craig B. Reynolds
Title: President and CEO
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EXHIBIT 65
HealthScan Products, Inc.
908 Pompton Avenue
Cedar Grove, NJ 07009-1292
201/857-3414
Fax: 201/239-0831
July 17, 1997
Mr. Robert A. Byers, Jr.
President/CEO
Tri-anim Health Services, Inc.
13170 Telfair Avenue
Sylmar, CA 91342
Dear Mr. Byers:
Recently, I received your letter to A. Malachi Mixon of Invacare
Corporation regarding your decision to tender your shares of Healthdyne
Technologies, Inc. to Invacare in support of its effort to acquire Healthdyne.
I was surprised to see your gratuitous statement in that letter that
Healthdyne's second quarter earnings results "will be inflated" due to an
extraordinary effort by HealthScan to cause distributors to purchase excess
inventories in the second quarter. As you are well aware as a distributor of
HealthScan products, your statement completely mischaracterizes HealthScan's
business practices.
Like many other companies in the industry, including Invacare,
HealthScan receives large orders from customers at the end of each quarter.
HealthScan has followed the routine practice of offering to its distributors
incentives to purchase additional products at the end of each quarter. In fact,
Tri-anim has consistently participated in this program by taking advantage of
HealthScan's offer to purchase additional HealthScan products at the end of
each quarter. Thus, the fact that HealthScan offered its distributors the
opportunity to purchase additional products at the end of the second quarter
was not unusual and did not result in any "inflation" in Healthdyne's second
quarter earnings.
Further, your implication that Tri-anim took on "excess" inventory in
the second quarter in response to HealthScan's quarterly promotion is
similarly misleading. In fact, in the second quarter, Tri-anim followed its
typical practice of purchasing the vast majority of its HealthScan inventory
needs for the quarter in response to HealthScan's quarterly promotion.
Because you are well aware that HealthScan's quarterly promotion is
completely routine, I can only conclude that the motivation for your letter was
an attempt to disparage and injure Healthdyne and HealthScan in an effort to
improve Tri-anim's position in the ongoing litigation that Tri-anim commenced
against HealthScan. As you know, Tri-anim sued HealthScan after HealthScan
terminated its distributor agreement with Tri-anim and the parties could not
come to terms on a new agreement. I consider your effort to improve Tri-anim's
litigation position by disparaging Healthdyne and HealthScan to be highly
improper. Please be advised that Healthdyne and HealthScan reserve all rights
to take all appropriate steps to protect their interests.
Sincerely,
/s/ Frank J. Alvino
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Frank J. Alvino
