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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
CHILDREN'S DISCOVERY CENTERS OF AMERICA, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
168757201
(CUSIP Number)
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 five percent or less of such class.)
(See Rule 13d-7).
*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 purposed 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).
Page 1 of 5 pages
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CUSIP No. 168757201 13G Page 2 of 5 Pages
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*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
WISCONSIN, U.S.A.
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY 655,000
OWNED BY
EACH 6. SHARED VOTING POWER
REPORTING None
PERSON
WITH 7. SOLE DISPOSITIVE POWER
655,000
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
655,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.4%
12. TYPE OF REPORTING PERSON*
IA
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CUSIP NUMBER 168757201 Page 3 Of 5 Pages
Item 1.
(a) Name of Issuer: Children's Discovery Centers of America, Inc.
(b) Address of Issuer's Principal Executive Offices:
851 Irwin Street, Suite 200
San Rafael, CA 94901
Item 2.
(a) Name of Person Filing: Heartland Advisors, Inc.
(b) Address of Principal Business Office:
Heartland Advisors, Inc.
790 North Milwaukee Street
Milwaukee, WI 53202
(c) Citizenship: Heartland Advisors is a Wisconsin corporation.
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 168757201
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(a)_____ Broker or Dealer registered under Section 15 of
the Act.
(b)_____ Bank as defined in Section 3(a)(6) of
the Act.
(c)_____ Insurance company as defined in Section 3(a)(19)
of the Act.
(d)_____ Investment company registered under Section 8 of
the Investment Company Act of 1940.
(e)__X__ Investment adviser registered under Section 203 of
the Investment Advisers Act of 1940.
(f)_____ Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement
Income Security Act of 1974 or Endowment Fund; see
Sec 240.13d-1(b)(1)(ii)(F).
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(g)_____ Parent Holding Company, in accordance with
Sec 240.13d-1(b)(ii)(G) (Note: See Item 1).
(h)_____ Group, in accordance with
Sec 240.13d-1(b)(1)(ii)(H).
Item 4. Ownership.
(a) Amount beneficially owned:
655,000 shares may be deemed beneficially owned within the meaning of Rule
13d-3 of the Securities Exchange Act of 1934 by Heartland Advisors, Inc.
(b) Percent of Class:
10.4%
(c) For information on voting and dispositive power with respect to the
above listed shares, see Items 5-8 of the Cover Page.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following: [ ]
Item 6. Ownership of more than Five Percent on Behalf of Another
Person.
The shares of common stock to which this Schedule relates are held in
investment advisory accounts of Heartland Advisors, Inc. As a result, various
persons have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the securities. The
interests of one such account, Heartland Small Cap Contrarian Fund, a series of
Heartland Group, Inc., a registered investment company, relates to more than
5% of the class.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
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Item 10. Certification.
By signing below, I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
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: June 6, 1997
HEARTLAND ADVISORS, INC.
By: PATRICK J. RETZER
Patrick J. Retzer
Senior Vice President/Treasurer
