-----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, GGtuLvOfxCiz1IfHOCKeNZrhoN7Y7QwQnqPzRBGYKl49tBnuNY3vZs9RR6r5YVFd rSBxehxrq5w1ZB3D+i5Sjw== 0000912057-97-025463.txt : 19970731 0000912057-97-025463.hdr.sgml : 19970731 ACCESSION NUMBER: 0000912057-97-025463 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970730 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: 97648229 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. 31 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. 31 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, as amended, dated as of May 22, 1995, between the Company and SunTrust Bank, Atlanta (formerly Trust Company Bank), as Rights Agent, at a purchase price of $15 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, as amended and supplemented by the Supplements thereto dated April 4, 1997 and June 6, 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. The Schedule 14D-1 is hereby amended and supplemented as follows: On July 30, 1997, the Parent sold 100,000 Shares at a price per Share of $16 3/4. The Parent is now the beneficial owner of 165,000 Shares (including 100 Shares owned by the Purchaser), representing approximately 1.3% of the Shares outstanding based on the number of Shares reported by the Company as outstanding on June 23, 1997. On July 30, 1997, the Parent issued a press release, the full text of which is set forth in Exhibit 11(g)(26). ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (g)(26) Press Release issued by the Parent on July 30, 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: July 30, 1997 EXHIBIT INDEX
EXHIBIT PAGE - ----------- ----- 11(g)(26) Press Release issued by the Parent on July 30, 1997
EX-11.(G)(26) 2 EXHIBIT 11(G)(26) EXHIBIT 11(g)(26) [MacKenzie Partners Letterhead] FOR IMMEDIATE RELEASE Contact: Mark H. Harnett MacKenzie Partners, Inc. (212) 929-5877 INVACARE BELIEVES ALL FOUR OF ITS PROPOSALS PASSED AT HEALTHDYNE ANNUAL MEETING, ALTHOUGH INCUMBENT DIRECTORS MAY HAVE BEEN REELECTED Elyria, Ohio -- (July 30, 1997) -- Invacare Corporation (NASDAQ/NMS:IVCR) announced today that, while an official tally has yet to be announced, it believes based on the proxies submitted to it that all four of its shareholder proposals passed at today's annual meeting of the shareholders of Healthdyne Technologies, Inc. (NASDAQ/NMS:HDTC). Invacare's proposals will, among other things, require Healthdyne's board of directors to call a special meeting of shareholders upon the demand of 10% of the shareholders, and will also require the board to remove the "dead hand" provision from Healthdyne's poison pill (assuming a district court's decision finding the removal proposal invalid is reversed by an appellate court). Invacare also announced that, pending the official tally, it believes that the incumbent Healthdyne directors were reelected at the annual meeting. Invacare had nominated a majority of four candidates for the seven-person board. A. Malachi Mixon, III, Chairman and Chief Executive Officer of Invacare, said, "We thank those shareholders who supported our proposals and nominees, and think they made the right decision in the best interests of their investment. While our apparent loss in the director election contest is disappointing, our impressive victory on all four of our proposals, especially the special meeting proposal, is a strong signal that the shareholders intend to watch the reelected board very carefully and will not tolerate any further defensive measures. It is interesting to note that less than 50% of their own shareholders voted for the incumbent board, so their support is somewhat less than overwhelming." "Mr. Petit has made some very strong statements, including at the annual meeting, regarding the likelihood of a transaction being announced in the near future. We continue to be skeptical of such claims, and intend to watch the actions of Healthdyne's board very carefully. We would expect that other Healthdyne shareholders concerned about their investment will do the same. By adopting our proposals the shareholders now have the power to hold the board the accountable if they do not sell the company." "The shareholder approval of our proposal to remove the 'dead hand' provision has reinforced our desire to pursue our appeal of the district court's rulings on these issues. We believe that the appellate court will agree with us that not only is the 'dead hand' provision itself 2 illegal, but also that the shareholders' approval of our proposal prohibiting it should be respected." Invacare's proposals, which it believed passed at the annual meeting, were amendments to Healthdyne's by-laws designed to limit the number of directors to seven; repeal the special meeting procedures previously adopted by the board, allow for a special meeting to be called by shareholders owning 10% of Healthdyne's stock, and demand that the existing board eliminate Healthdyne's "dead hand" pill provisions. ### 2 -----END PRIVACY-ENHANCED MESSAGE-----