-----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, K6Ac/jmiZ0y5Q9dBwMdYRO5jsm/KlC5VQqt7q2mEdtiqELxYL/MCQqTPVz4jVGbX 0xHFf6u5sRslMnu9uMiuWQ== 0000912057-97-023654.txt : 19970709 0000912057-97-023654.hdr.sgml : 19970709 ACCESSION NUMBER: 0000912057-97-023654 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970708 SROS: NASD 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: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21776 FILM NUMBER: 97637481 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: DFAN14A BUSINESS ADDRESS: STREET 1: 899 CLEVELAND ST STREET 2: P O BOX 4028 CITY: ELYRIA STATE: OH ZIP: 44036 BUSINESS PHONE: 2163296000 DFAN14A 1 DFAN14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant / / Filed by a Party other than the Registrant /X/ Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement /X/ Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 HEALTHDYNE TECHNOLOGIES, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) INVACARE CORPORATION - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required. / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: ----------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ----------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ----------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ----------------------------------------------------------------------- (5) Total fee paid: ----------------------------------------------------------------------- / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ----------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ----------------------------------------------------------------------- (3) Filing Party: ----------------------------------------------------------------------- (4) Date Filed: ----------------------------------------------------------------------- NEWS RELEASE [MACKENZIE PARTNERS, INC. LETTERHEAD] FOR IMMEDIATE RELEASE Contact: Mark H. Harnett MacKenzie Partners, Inc. (212) 929-5877 INVACARE CHALLENGES HEALTHDYNE TECHNOLOGIES TO CONDUCT REAL AUCTION AND ANNOUNCE DEAL BEFORE JULY 30 MEETING; INVACARE APPEALING COURT'S DECISION IN LITIGATION OVER HEALTHDYNE POISON PILL Elyria, Ohio -- (July 7, 1997) -- Invacare Corporation (NASDAQ/NMS:IVCR) issued the following statement regarding the announcement made earlier today by Healthdyne Technologies, Inc. (NASDAQ/NMS:HDTC) that the company hoped to announce a "value enhancing transaction" in the next several weeks. A. Malachi Mixon, III, Chairman and Chief Executive Officer of Invacare, stated, "We are very skeptical that any deal is imminent between Healthdyne and a third party acquirer. We suspect this is a ruse designed merely to persuade shareholders to re-elect the incumbent board, which has said for more than six months that the company is not for sale." Mr. Mixon added, "Healthdyne has left unanswered the fundamental question as to whether this value enhancing transaction' is a sale or some lesser transaction designed solely to evade shareholder criticism. Remember, only one week ago, in their letter to shareholders, the company wrote that they have only just begun the process' of exploring alternatives. How can they now expect shareholders to believe that action is imminent? In our view, it is most likely that nothing at all will be unveiled by this board prior to the July 30 meeting." "Shareholders should carefully consider, as the meeting date nears, whether our nominees commitment to conduct a prompt auction is worth more than Healthdyne's vague promises - especially given the company's history of disappointing forecasts and the board's failure after more than one-half year to sell the company. We doubt that the much awaited second quarter results, which Healthdyne continues to boast about without having released the details, will have any material impact on the auction process. All bidders, including Invacare, have known about their much touted trends for months. Shareholders will get the full benefits in a real auction where all parties have access to the same financial information." "Shareholders should also not be fooled by Healthdyne's false assertion that our nominees will rig the auction in Invacare's favor. These nominees fully recognize their fiduciary duty to all shareholders. The nominees on the Gold Proxy are the only nominees who have been willing to commit to a fair auction process in which all parties that have expressed an interest in acquiring Healthdyne will be asked by the new Board to put their best bids on the table." Invacare also announced that it is appealing the district court's July 3rd decision in the litigation against Healthdyne, that it would not enter a preliminary injunction against the "dead-hand" provisions of Healthdyne's poison pill and that Invacare's proposal to amend Healthdyne's by-laws to require immediate removal of the "dead-hand" provisions, if adopted by the shareholders at the upcoming July 30 Annual Meeting, will not be legally binding on Healthdyne's Board of Directors under Georgia law. Mr. Mixon commented, "We are, of course, disappointed at the court's rulings, and are confident that the appellate court will see things differently." - more - Invacare Corporation Page 2 July 7, 1997 Invacare's wholly owned subsidiary I.H.H. Corp. is making a tender offer for all outstanding shares of Healthdyne common stock at a price of $15 per share. The offer represents a premium of approximately 70% over Healthdyne's $8.88 stock price on the trading day before Invacare made its initial acquisition proposal. The tender offer is currently scheduled to expire at 6:00 p.m., New York City time, on Friday, August 1, 1997, unless further extended in the manner described in the Offer to Purchase dated January 27, 1997 and the Supplements thereto dated April 4, 1997 and June 6, 1997. # # # -----END PRIVACY-ENHANCED MESSAGE-----