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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
VECTRA TECHNOLOGIES, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
922399100
(CUSIP Number)
Lorraine J. Koeper
Senior 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)
October 16, 1997
(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 [X].
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).
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CUSIP NO. 922399100 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 BOX 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 1,502,500
SHARES
8. SHARED VOTING POWER
BENEFICIALLY None
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 1,507,500
PERSON
10. SHARED DISPOSITIVE POWER
WITH None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,507,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions).
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%
14. TYPE OF REPORTING PERSON (See Instructions)
IA
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CUSIP No. 922399100 13D
Item 1. Security and Issuer.
This statement relates to the shares of the common stock, $0.01 par value
per share, of Vectra Technologies, Inc. (the "Shares"), a Washington Corporation
(the "Company"). The principal executive offices of the Company are located at
6203 San Ignacio Avenue, Suite 100, San Jose, CA 95119.
Item 2. Identity and Background.
This statement is being filed by Heartland Advisors, Inc., a Wisconsin
corporation ("HAI"). HAI is a registered investment advisor which provides
investment advisory services to series of Heartland Group, Inc., a registered
investment company ("Heartland Group"), as well as private investment advisory
clients (the "Accounts").
William J. Nasgovitz, President of HAI, is a controlling person of HAI
through his ownership of a majority of its outstanding stock. Information
regarding Mr. Nasgovitz and the name, business address, principal occupation and
citizenship of each of the executive officers and directors of HAI are set forth
in Schedule A hereto.
Item 3. Source and Amount of Funds or Other Consideration.
The Heartland Value Fund and the Heartland Small Cap Contrarian Fund (the
"Heartland Funds"), series of Heartland Group, hold an aggregate of 723,500 and
650,000 Shares, respectively, which were purchased for cash in the amounts of
$2,187,630 and $1,784,387, respectively, including brokerage commissions. The
assets of the respective Heartland Funds were used to purchase such Shares and
no part of the purchase price was represented by borrowed funds.
The Accounts own an aggregate of 134,000 Shares, which were purchased for
cash in the amount of $360,506, including brokerage commissions. The assets of
the Accounts were used in making such purchases and no part of the purchase
price was represented by borrowed funds.
Item 4. Purpose of Transaction.
The purpose of HAI in having the Heartland Funds and the Accounts purchase
Shares was to acquire an 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 petition for relief under Chapter 11 of
the Bankruptcy Code, and upon invitation of the Office of the U.S. Trustee, HAI
declared its willingness to serve and was appointed to the Equity Security
Holders' Committee in its capacity as investment adviser for the Heartland Funds
and Accounts on October 16, 1997. Other than actions, plans or proposals that
may arise from its representation on the Equity Security Holders' Committee, 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.
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
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future evaluations of the prospects of the Company and upon other developments,
including general economic and stock market conditions.
Item 5. Interest in Securities of the Issuer.
(a) As investment advisor to the Heartland Funds and the Accounts, HAI may
be deemed the beneficial owner of 1,507,500 Shares of the Company. To the best
knowledge of HAI, none of the persons named in Schedule A hereto beneficially
owns any other Shares of the Company.
(b) HAI, as investment advisor to the Heartland Funds and the Accounts, has
sole power to dispose of all 1,507,500 Shares held by the Heartland Funds and
the Accounts. HAI has sole power to vote the 1,373,500 Shares held by the
Heartland Funds in accordance with voting guidelines approved by Heartland
Group's Board of Directors. HAI, as investment advisor to the Accounts, has
sole power to vote or direct the voting of 129,000 Shares, and no power to vote
or to direct the voting of 5,000 Shares, owned by the Accounts. To the best
knowledge of HAI, other than in connection with their respective positions and
relationships with HAI, none of the persons named in Schedule A hereto has the
sole power to dispose of or to vote Shares of the Company.
(c) Neither HAI nor, to the best knowledge of HAI, any of the persons named
in Schedule A hereto has effected any transaction in Shares during the past 60
days.
(d) Since the Shares are held in investment advisory accounts of HAI,
various persons have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such Shares. The interests of
the Heartland Value Fund and the Heartland Small Cap Contrarian Fund each
individually relate to more than 5% of the class.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Except as set forth herein, neither HAI nor, to the best knowledge of HAI,
any of the persons named in Schedule A hereto has entered into any contract,
arrangement, understanding or relationship (legal or otherwise) with any person
with respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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: October 22, 1997
HEARTLAND ADVISORS, INC.
By: PATRICK J. RETZER
Patrick J. Retzer
Senior Vice President/Treasurer
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Schedule A
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The name and present principal occupation or employment of each executive
officer and director of HAI are set forth below. The business address of each
person is 790 N. Milwaukee Street, Milwaukee, WI 53202. All of the persons
listed below are U.S. citizens.
Name Principal Occupation
William J. Nasgovitz Director, President, Heartland Advisors, Inc.;
Director, President, Heartland Group, Inc.
Patrick J. Retzer Director, Senior Vice President/Treasurer,
Heartland Advisors, Inc.; Director, Vice
President/Treasurer, Heartland Group, Inc.
Mitchell L. Kohls Chief Operating Officer, Heartland Advisors,
Inc.
Lorraine J. Koeper Senior Vice President and General Counsel,
Heartland Advisors, Inc.
Kenneth J. Della Chief Financial Officer, Heartland Advisors,
Inc.
Lois J. Schmatzhagen Secretary, Heartland Advisors, Inc.;
Secretary, Heartland Group, Inc.
Kevin D. Clark Senior Vice President - Trading, Heartland
Advisors, Inc.
Eric J. Miller Senior Vice President, Heartland Advisors, Inc.
Paul T. Beste Investment Management Operations Officer,
Heartland Advisors, Inc.
