SC 14D1/A

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
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                                AMENDMENT NO. 6
                                       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
 
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    This Amendment No. 6 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 $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.
 
    The Schedule 14D-1 is hereby amended and supplemented as follows:
 
    On March 24, 1997, the Parent delivered a letter to the Council of
Institutional Investors regarding proposed legislation in the Georgia
legislature which, if adopted, would, among other things, impose on all publicly
held Georgia companies a "staggered board" scheme and eliminate the right of
shareholders of such companies to remove directors without cause, unless the
board of directors effectively chose not to be governed by such provisions. The
full text of the letter is set forth in Exhibit (g)(3) 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:
 
             (g)(3) Letter delivered by the Parent to the Council of
             Institutional Investors on March 24, 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: March 24, 1997

                                 EXHIBIT INDEX
 


  EXHIBIT                                                                                                      PAGE
    NO.                                               DESCRIPTION                                               NO.
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11(g)(3)     Letter delivered by the Parent to the Council of Institutional Investors on March 24, 1997....

EX-11.(G)(3)

                              INVACARE CORPORATION
 
                                                               March 24, 1997
 
Members, Council of Institutional Investors 
Ms. Sarah Teslik, Executive Director 
Suite 512 
1730 Rhode Island Avenue, N.W. 
Washington, D.C. 20036
 
    RE: IMPORTANT CORPORATE GOVERNANCE 
        ALERT--NEGATIVE LEGISLATION PENDING
 
DEAR MEMBERS AND MS.  Teslik:
 
    As you convene for your spring meeting of the Council of Institutional 
Investors in Washington, D.C., we think that it is important to make you 
fully aware of a corporate governance battle that is being waged before the 
Georgia state legislature even as you meet. As you may know, Invacare 
Corporation has made a public tender offer for all of the outstanding common 
stock of Healthdyne Technologies, Inc. In response to the Invacare offer, 
Healthdyne and its advisors sponsored an eleventh-hour amendment to a routine 
bill in the Georgia legislature that, if enacted, would substantially alter 
the balance of power between shareholders and boards of directors of publicly 
held Georgia corporations.
 
    This bill, which was passed by the Georgia state Senate on Friday, is 
designed to entrench management at the expense of the rights of shareholders. 
Although these amendments were proposed in the context of one takeover 
battle, the implications of the bill affect corporate governance rights for 
all shareholders in Georgia public corporations and could signal a dangerous 
corporate governance trend in other states as well. The proposed amendment 
has not yet been acted upon by the Georgia House of Representatives but is up 
for reconsideration by the Georgia state Senate TODAY. Therefore, we urge you 
to take immediate action to make your voice heard in opposition to this 
legislation.
 
    As explained in more detail in the summary attached to this letter, the 
bill as proposed would, among other things, (i) automatically stagger the 
terms of the directors of all publicly traded Georgia corporations, (ii) 
prevent shareholders from removing directors of publicly traded Georgia 
corporations except for narrowly defined "cause" unrelated to the performance 
of the company and (iii) prevent shareholders of publicly traded Georgia 
corporations from adopting bylaws that limit the authority of the board of 
directors. This bill, if enacted, would substantially immunize boards of 
directors of publicly traded Georgia corporations from accountability to or 
removal by their own shareholders. For the next two years, only the board of 
directors would have the ability to "opt out." After March 1, 1999, a 
supermajority two-thirds would be required for the shareholders to escape the 
burden of these provisions on their own.
 
    The proposed bill has implications for you that go far beyond the proposed



transaction between Invacare and Healthdyne or the effect of this particular 
director-entrenching measure on Georgia corporations. Currently, Georgia and 
virtually every other state requires shareholder approval to adopt a 
staggered board. Under the proposed bill, shareholders of publicly held 
Georgia corporations are automatically stripped of their right to decide 
whether they can elect an entire board at each annual meeting.
 
    Shareholders, not state legislatures manipulated by individual local 
boards of directors, must continue to have the right to make basic corporate 
governance decisions. If this type of misuse of legislative power can happen 
in Georgia, it can happen anywhere, substantially undercutting the ability of 
shareholders to decide whether to accept acquisition proposals and exercise 
control over their boards of directors. Even companies that already have 
staggered boards and other anti-takeover protections in place will be 
encouraged to influence the local legislature to make other bad laws for 
"good friends". State laws should not be amended merely to further the 
interests of one party in a private dispute, especially when the implications 
are as far-reaching as those of the proposed Georgia legislation. Unless this 
process in Georgia can be stopped immediately, it will set a dangerous 
precedent and could undermine the potential value of all your investments, 
whether in Georgia or elsewhere.

    For the reasons described above, we hope that you agree that the proposed 
legislation to amend Georgia corporate law is not in the best interests of 
all shareholders of publicly held Georgia corporations and signals a 
dangerous trend of state legislators interfering with shareholder rights to 
benefit local political agendas. The Georgia legislation is being considered, 
and could be enacted, as early as TODAY. Your immediate help is needed to 
stop this extraordinary usurpation of shareholder rights. Please help us 
communicate a strong message to the Georgia General Assembly by filling in 
the attached "message" and faxing it back to us TODAY at (404) 347-9080.
 
    We also urge you to call the Georgia legislators named on the attached 
list and let them hear your views against this proposed legislation or call 
Thomas S. Chambless (912/436-1548), Pete Robinson (706/649-3080) or Betsey 
Weltner (404/347-9860) for more information on how you can help in the fight 
against this anti-shareholder, director-entrenching legislation. Even if the 
Georgia state Senate fails to reconsider this legislation today, we will 
continue to fight and hope that we can count on your support.
 
    We look forward to your support in our fight of these outrageous attempts 
to manipulate the corporate laws of Georgia for the benefit of seven 
individuals, the current board of directors of Healthdyne.
 
                                                Sincerely,


 
                                                A. Malachi Mixon, III 
                                                Chairman and CEO 
                                                Invacare Corporation



                      MESSAGE TO GEORGIA GENERAL ASSEMBLY
 
RE: HB 294's Anti-shareholder, director-entrenching provisions
 
FROM:
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The investment community is concerned that the Georgia General Assembly's 
effort to change the shareholder-board balance in Georgia is ill-conceived 
legislation that will have long-term, negative implications for Georgia's 
companies and Georgia's future investment climate.
 
COMMENTS:

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ADDRESS:
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                         PLEASE FAX TO (404) 347-9080.



                   SUMMARY OF PROPOSED AMENDMENT TO H.B. 294
 
I. INTRODUCTION
 
    An amendment to the Georgia Business Corporation Code passed the Senate 
on Thursday, March 21, that, if enacted, would substantially immunize boards 
of directors of publicly held Georgia corporations from accountability to, or 
removal by, their own shareholders. This amendment, which bypassed the normal 
legislative review process and was not subjected to any committee 
deliberations, was proposed at the eleventh hour as an addendum to a routine 
bill on the floor of the Senate by legislators on behalf of one Georgia 
corporation that is currently the subject of an acquisition bid. The bill as 
proposed would, among other things, (i) automatically stagger the terms of 
the directors of all publicly traded Georgia corporations, (ii) prevent 
shareholders from removing directors of publicly held Georgia corporations 
except for narrowly defined "cause" unrelated to the performance of the 
corporation and (iii) prevent shareholders of publicly traded Georgia 
corporations from controlling the authority of boards of directors. For the 
next two years, only the board of directors would have the ability to "opt 
out." After March 1, 1999, a supermajority two-thirds would be required for 
the shareholders to'opt out" instead of the usual majority vote required for 
shareholder actions.
 
    The result of this amendment would be to insulate directors of 
corporations against loss of control, even if shareholders wish to change 
control, for at least two annual meetings of shareholders. When a bidder 
wishes to buy all of the shares of a corporation, the bidder normally has the 
ability to go to the target company shareholders and seek their support in 
removing incumbent directors who refuse to allow shareholders to accept an 
attractive bid. This amendment, if it becomes law, would nullify these rights 
and deny the shareholders the ability to accept the offer for at least two 
years.
 
    The amendment disrupts all Georgia corporations that currently are in the 
process of giving notice of their annual meetings or raising capital. Such 
corporations must now ask: are all our directors up for election this year, 
or only one-third? Georgia law has changed--will anyone want to buy our stock?
 
II. ANALYSIS
 
A.   The proposed amendments would provide that all corporations 
     with a class of stock registered under the Securities Exchange Act 
     of 1934 shall have staggered boards. Proposed Section14-2-806(b). 

     ** Would deny shareholders the freedom to decide the terms for 
        directors and to decide whether the board shall be classified for 
        the next two years. 

     ** Would disrupt the patterns of those corporations whose shareholders 
        have chosen to elect all directors annually. 

     ** Would conflict with Section14-2-1020(c), which provides that a bylaw 
        establishing staggered terms for directors may only be adopted, amended
        or repealed by the shareholders.
 
B.   The proposed amendments would only permit removal of directors with
     staggered terms for "cause", which is narrowly defined and would not 
     include mismanagement, poor performance or frustration of the ability 
     of shareholders to accept an offer to buy their shares. Proposed 
     Section 14-2-808(d). (See also Proposed Section 14-2-806(f)(2).) 

     ** Disrupts the decisions of those corporations that have chosen the 
        standard rule of allowing shareholders to remove directors with or 
        without cause (Section14-2-808(a)).
 
C.   The proposed amendments define "cause" narrowly to include only extreme
     misbehavior, such as commission of a felony, insanity and immoral acts.
     Inadequate performance or even mismanagement would not serve as cause for
     removal of directors. Refusing to follow the clear instructions of 
     shareholders would not constitute cause, even if the instructions were 
     "do not interfere with shareholders' ability to sell their shares." 
     Proposed Section14-2-806(a)(1). 

     ** Would deny a shareholder the ability to remove directors for reasons 
        the shareholders deemed important.
 
D.   The ability to "opt out" would be limited and biased in favor of boards of
     directors. Only the board of directors could "opt out" at any time. 
     Shareholders could not "opt out" until March 1, 1999. A supermajority 
     two-thirds vote would be required for an "opt out" by shareholders. 
     Proposed Section14-2-806(c)(1). 

     ** Would impose an abnormally restrictive voting rule if shareholders want
        to make directors more accountable. 

     ** Would conflict with Georgia policy established in Section14-2-1021(a), 
        which reserves the power to establish supermajority voting requirements
        solely to the shareholders. 

     ** Ability of the board of directors to "opt out" at any time through bylaw
        amendment conflicts with Section14-2-1020(c), which currently provides 
        that a bylaw providing for a staggered board may only be amended or 
        repealed by the shareholders.
 
E.   Would prohibit shareholders from amending the bylaws to restrict the
     discretion or power of the board. Proposed Section14-2-806(f)(3). 

      ** Would conflict with current provisions of Section14-2-1020(c) and 
         Section14-2-801(b) and (c), which permit shareholders to amend the 
         bylaws to limit the authority of directors.
 


F.   Would provide that the number of directors can be fixed only by majority
     vote of directors, unless the articles of incorporation provide otherwise,
     thus providing a majority of the board the opportunity to attempt to 
     "pack" the board with friendly allies and dilute minority representation. 
     Proposed Section14-2-806(c)(1). ** Presently the shareholders have the 
     power to amend the bylaws to fix the number of directors 
     (Section14-2-803(a)). 

     ** Would conflict with Section14-2-1020(b), which provides that 
        shareholders may amend or repeal bylaws even though the directors have
        concurrent power.
 
                       Key Members to Contact: Senate
 
Message: Vote for reconsideration on HB 294 on Monday, March 24, 1997.
 
Cheeks, Don (D) 
23rd District (Parts of Columbia, Richmond) 
(706) 736-1397--O 
(706) 736-6348--H
 
Henson, Steve (D) 
55th District (Parts of DeKalb, Fulton) 
(404) 243-5127--O
(770) 469-5568--H
 
Hooks, George (D) 
14th District (Taylor, Peach, Sumter) 
(912) 924-2924--O
(912) 924-1649--H
 
Middleton, Guy (D) 
50th District (Rabun, Towns, Union, Habersham, White, Lumpkin, Stephens, 
Dawson) (706) 864-3377--O/H
 
Starr, Terrell (D) 
44th District (Part of Clayton) 
(404) 366-5311--O 
(404) 366-6746--H
 
Turner, Loyce (D) 
8th District (Miller; Parts of Decatur, Brooks, Grady, Lowndes, Thomas)
(912) 242-5725--O 
(912) 244-1501--H
 



                    Key Members to Contact: House
 
Message: Vote against Senate additions to HB 294.
 
Coleman, Terry (D) 
142nd District (Bleckley, Dodge, Parts of Laurens, Telfair) 
(912) 374-5594--O 
(912) 374-4878--H
 
Harbin, Ben (R) 
113th District (Part of Columbia) 
(706) 855-6700--O 
(706) 650-8268--H
 
Irvin, Bob (R) 
45th District (Part of Fulton) 
(770) 643-5157--O 
(not listed)--H
 
Lee, Bill (D) 
94th District (Part of Clayton) 
(404) 656-5024--O 
(404) 761-6522--H
 
Polak, Mike (D) 
67th District (Part of DeKalb) 
(404) 249-6754--O 
(404) 880-0432--H
 
Reichert, Robert (D) 
126th District (Part of Bibb) 
(912) 743-8651--O 
(912) 477-5808--H
 
Sinkfield, Georganna (D) 
57th District (Part of Fulton) 
(404) 622-1515--O
(not listed)--H
 
Walker, Larry (D) 
141st District (Parts of Crisp, Dooly, Houston) 
(912) 987-1415--O 
(912) 987-3029--H