-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BZfdYxcFkYlBbgZcXyCp2Irho88VvJ5IpP0yJPt69ADKmlHaXueHT0Xzg8xQT5gO 5aPcFzzB+EAPE6g50BiORw== 0000912057-97-006687.txt : 19970226 0000912057-97-006687.hdr.sgml : 19970226 ACCESSION NUMBER: 0000912057-97-006687 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970225 SROS: NASD GROUP MEMBERS: I.H.H.CORP. GROUP MEMBERS: INVACARE CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHDYNE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000900307 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 521756497 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44621 FILM NUMBER: 97542853 BUSINESS ADDRESS: STREET 1: 1255 KENNESTONE CIRCLE CITY: MARIETTA STATE: GA ZIP: 30066 BUSINESS PHONE: 4044234500 MAIL ADDRESS: STREET 1: 1255 KENNESTONE CIRCLE CITY: MARIETTA STATE: GA ZIP: 30066 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INVACARE CORP CENTRAL INDEX KEY: 0000742112 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 952680965 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 899 CLEVELAND ST STREET 2: P O BOX 4028 CITY: ELYRIA STATE: OH ZIP: 44036 BUSINESS PHONE: 2163296000 SC 14D1/A 1 SC 14D1/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 3 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT (PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) HEALTHDYNE TECHNOLOGIES, INC. (Name of Subject Company) I.H.H. CORP. INVACARE CORPORATION (Bidders) ------------------------ COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 18139610 (CUSIP Number of Class of Securities) ------------------------ THOMAS R. MIKLICH, ESQ. CHIEF FINANCIAL OFFICER, GENERAL COUNSEL, TREASURER AND CORPORATE SECRETARY INVACARE CORPORATION 899 CLEVELAND STREET ELYRIA, OHIO 44035 TELEPHONE: (216) 329-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) ------------------------ COPY TO: ROBERT E. SPATT, ESQ. SIMPSON THACHER & BARTLETT 425 LEXINGTON AVENUE NEW YORK, NEW YORK 10017-3954 TELEPHONE: (212) 455-2000 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule 14D-1 filed on January 27, 1997 (as amended, the "Schedule 14D-1") relating to the offer by I.H.H. Corp., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Invacare Corporation, an Ohio corporation (the "Parent"), to purchase all of the outstanding shares of Common Stock, par value $0.01 per share (the "Shares"), of Healthdyne Technologies, Inc., a Georgia corporation (the "Company"), and unless and until the Purchaser declares that the Rights Condition as defined in the Offer to Purchase referred to below is satisfied) the associated Preferred Stock Purchase Rights (the "Rights") issued pursuant to the Rights Agreement dated as of May 22, 1995, between the Company and Trust Company Bank, as Rights Agent, at a purchase price of $13 per Share (and associated Right), net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 27, 1997 (the "Offer to Purchase"), and in the related Letter of Transmittal. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings assigned to them in the Schedule 14D-1. ITEM 10. ADDITIONAL INFORMATION. Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented as follows: On February 25, 1997, the Parent issued a press release announcing that it had extended the period during which the Offer will remain open to 6:00 p.m., New York City time, on Monday, March 24, 1997, unless further extended in the manner described in the Offer to Purchase. The full text of the press release is set forth in Exhibit 11(a)(11) and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented to add the following: (a)(11) Press Release issued by the Parent on February 25, 1997. 2 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. INVACARE CORPORATION By: /s/ THOMAS R. MIKLICH ----------------------------------------- Name: Thomas R. Miklich Title: Chief Financial Officer I.H.H. CORP. By: /s/ THOMAS R. MIKLICH ----------------------------------------- Name: Thomas R. Miklich Title: President Date: February 25, 1997 EXHIBIT INDEX
EXHIBIT PAGE NO. DESCRIPTION NO. - --------- ------------------------------------------------------------------------------------------------ --------- 11(a)(11) Press Release issued by the Parent on February 25, 1997.........................................
EX-11.(A)(11) 2 EXHIBIT 11(A)(11) [MACKENZIE PARTNERS LOGO] 156 FIFTH AVENUE NEW YORK, NY 10010 212 929-5500 FAX 212 929-0308 FOR IMMEDIATE RELEASE Contact: Mark Harnett MacKenzie Partners, Inc. (212) 929-5877 INVACARE CORPORATION ANNOUNCES EXTENSION OF TENDER OFFER FOR HEALTHDYNE TECHNOLOGIES Elyria, Ohio - (February 25, 1997) - Invacare Corporation (NASDAQ/NMS:IVCR) announced today that its wholly owned subsidiary I.H.H. Corp. has extended its $13 per share tender offer to purchase all the outstanding shares of common stock of Healthdyne Technologies, Inc. (NASDAQ/NMS:HDTC) until 6:00 p.m., New York City time, on Monday, March 24, 1997, unless further extended in the manner described in the Offer to Purchase dated January 27, 1997. The offer had been scheduled to expire at midnight, New York City time, on Monday, February 24, 1997. Through such date, approximately 2,018,145 shares of Healthdyne common stock had been validly tendered in connection with the offer, which, together with the 600,000 shares owned by Invacare, constitutes more than 20% of outstanding Healthdyne common stock, based on the most recent information provided by Healthdyne. A. Malachi Mixon, III, Chairman and Chief Executive Officer of Invacare, said: "We are pleased at the support we have received so far from Healthdyne's shareholders, a number of whom have tendered at this preliminary stage despite the fact that Healthdyne has to date refused to remove its defensive mechanisms and allow its shareholders a chance to take advantage of our offer. "Our offer represents a more than 45% premium over Healthdyne stock's closing price on the trading day before we made our initial acquisition proposal. We believe that recent market prices reflect the continued existence of our offer, as well as possible speculation that an increased price will ultimately be paid for Healthdyne by us or a third party. However, in the more than seven weeks since we made our first acquistion proposal to Healthdyne, there has been no indication of any other party expressing an interest in the acquisition of Healthdyne (which may partly explain the decline in the spread of the trading price over our offer price). Of course, if Healthdyne should decide to conduct discussions with potential acquirors, as we presume they have so far failed to do since they have not provided any such disclosure in an amendment to their tender offer recommendation, we believe that they would be obligated to include us in order to fulfill their fiduciary duties to their shareholders. "As for us, we have stated repeatedly that we would be interested in meeting with Healthdyne and would be prepared to discuss our offer price, among other things, if Healthdyne's management is able to substantiate significant additional values to our satisfaction, but only on terms that bring value to the shareholders of both Invacare and Healthdyne. We're confident that over time even more shareholders will appreciate our offer as the best way to maximize value and will tender their shares." # # # -----END PRIVACY-ENHANCED MESSAGE-----