-----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, IuUM4SBIXJkNVfsiGpsLYgzfsRjA0guv7QgP37T6YWfwcBarU5nQdujVOFoDKGrj +mobE2vL6JBXUOzFRcHGag== 0000950124-96-003104.txt : 19960716 0000950124-96-003104.hdr.sgml : 19960716 ACCESSION NUMBER: 0000950124-96-003104 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960715 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MDT CORP /DE/ CENTRAL INDEX KEY: 0000806089 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 870287585 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37907 FILM NUMBER: 96594900 BUSINESS ADDRESS: STREET 1: STRATFORD HALL STREET 2: 1009 SLATER ROAD SUITE 200 CITY: MORRISVILLE STATE: NC ZIP: 27560 BUSINESS PHONE: 9199419745 MAIL ADDRESS: STREET 1: STRATFORD HALL SUITE 200 STREET 2: 1009 SLATER RD CITY: MORRISVILLE STATE: NC ZIP: 27560 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEARTLAND ADVISORS INC CENTRAL INDEX KEY: 0000937394 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 391078128 STATE OF INCORPORATION: WI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 790 NORTH MILWAUKEE STREET CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4143477777 MAIL ADDRESS: STREET 1: 790 NORTH MILWAUKEE STREET CITY: MILWAUKEE STATE: WI ZIP: 53202 SC 13D/A 1 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* MDT CORPORATION (Name of Issuer) COMMON STOCK (Title of Class of Securities) 552687105 (CUSIP Number) Lorraine J. Koeper Vice President and General Counsel Heartland Advisors, Inc. 790 N. Milwaukee Street Milwaukee, WI 53202 414-347-7777 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 11, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class. See Rule 13d-7). Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 CUSIP No. 552687105 13D 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HEARTLAND ADVISORS, INC. #39-1078128 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS (See Instructions) 00 - Funds of investment advisory clients 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION WISCONSIN, U.S.A. 7. SOLE VOTING POWER NUMBER OF 1,077,400 SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY None EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 1,313,500 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,313,500 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions). 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.4% 14. TYPE OF REPORTING PERSON (See Instructions) IA 3 CUSIP No. 552687105 13D Item 1. Security and Issuer. This statement relates to the shares of the common stock, $1.25 par value per share, of MDT Corporation (the "Shares"), a Delaware Corporation (the "Company"). The principal executive offices of the Company are located at Stratford Hall, Suite 200, 1009 Slater Road, Morrisville, NC 27560. Item 4. Purpose of Transaction. The purpose of Heartland Advisors, Inc. ("HAI") in having the Heartland Value Fund and private investment advisory clients (the "Accounts") purchase Shares was to acquire on equity interest in the Company in pursuit of specified investment objectives established by the Board of Directors of Heartland Group and by the advisory clients for the Accounts. In connection with the Company's announced proposed transaction in which it is to be acquired by Getinge Industrier AB (publ) (the "Proposed Transaction"), HAI has advised Getinge that it believes that a fair purchase price for the Company is at least $5.50 per share and that if a tender offer were to be made at that price, assuming the absence of a more favorable offer, HAI would consider it in the best interests of its advisory clients to tender the Shares held by the Heartland Fund and the Accounts. Representatives of HAI may contact other shareholders regarding the Proposed Transaction. In addition, representatives of HAI may be in contact with other unaffiliated parties who may express interest in the Company; HAI will refer any such parties to the Company and/or its investment adviser. As permitted by law, HAI may purchase additional Shares or dispose of any or all of the Shares from time to time in the open market, in privately negotiated transactions, or otherwise, depending upon future evaluations of the prospects of the Company and upon other developments, including general economic and stock market conditions. Except as set forth herein, HAI has no present plan or proposal which relates to or would result in (i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, or sale or transfer of a material amount of assets involving the Company or any of its subsidiaries, (ii) any change in the Company's present Board of Directors or management, (iii) any material changes in the Company's present capitalization or dividend policy or any other material change in the Company's business or corporate structure, (iv) any change in the Company's charter or by-laws, or (v) the Company's common stock becoming delisted, unauthorized for quotation, or eligible for termination of registration pursuant to Section 12 (g) (4) of the Securities Exchange Act of 1934. Item 7. Material to be Filed as Exhibits. (a) Letter, dated July 11, 1996, from Heartland Advisors, Inc. To Mr. Carl Bennet of Getinge Industrier SIGNATURE After reasonable 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. DATE: July 15, 1996 HEARTLAND ADVISORS, INC. By: PATRICK J. RETZER Patrick J. Retzer Vice President/Treasurer 4 EXHIBIT INDEX Exhibit Number Exhibit Name - ------- ------------ (a) 1 Letter, dated July 11, 1996, from Heartland Advisors, Inc. To Mr. Carl Bennet of Getinge Industrier 5 EXHIBIT (a)(1) [HEARTLAND ADVISORS LETTERHEAD] July 11, 1996 Mr. Carl Bennet Getinge Industrier Getinge, Sweden Dear Mr. Bennet: As we have discussed, we believe that a fair purchase price for MDT Corporation is at least $5.50 per share. If a tender offer were to be made at this price, assuming the absence of a more favorable offer, we would consider it in the best interests of our accounts to tender the shares of MDT Corporation. ERIC J. MILLER Eric J. Miller Portfolio Manager -----END PRIVACY-ENHANCED MESSAGE-----