MDT CORP /DE/
SC 13G/A, 1995-08-15
ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES
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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.   3    )*


                                MDT CORPORATION
                                (Name of Issuer)


                                  COMMON STOCK
                         (Title of Class of Securities)


                                   552687105
                                 (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 6 pages
<PAGE>   2

CUSIP No.  552687105                  13G                         Page  2  of  6



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             161,000
    BENEFICIALLY 
     OWNED BY
       EACH               6.  SHARED VOTING POWER
    REPORTING             None
     PERSON            
      WITH
                          7.  SOLE DISPOSITIVE POWER
                          1,341,800


                          8.  SHARED DISPOSITIVE POWER
                          None


9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       1,341,800


10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*



11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
        19.8%


12.  TYPE OF REPORTING PERSON*

                 IA
<PAGE>   3


CUSIP No.  552687105                    13G                       Page  3  of  6



1.  NAME OF REPORTING PERSON
    S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                   HEARTLAND GROUP, INC.

                   #39-1572323

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                               (a)  [      ]
                                               (b)  [      ]

3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION

               MARYLAND, U.S.A.

      NUMBER OF           5.  SOLE VOTING POWER
       SHARES             641,400
     BENEFICIALLY 
      OWNED BY
       EACH               6.  SHARED VOTING POWER
     REPORTING            None
      PERSON            
       WITH
                          7.  SOLE DISPOSITIVE POWER
                          None


                          8.  SHARED DISPOSITIVE POWER
                          None


9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       641,400


10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*



11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
       9.5%


12.  TYPE OF REPORTING PERSON*

                 IV
<PAGE>   4


CUSIP NUMBER  552687105                                       Page 4 of 6 Pages

Item 1.
         (a) Name of Issuer:  MDT Corporation

         (b) Address of Issuer's Principal Executive Offices:
                     350 Oak Grove Parkway
                     Saint Paul, MN  55127-8599

Item 2.
         (a) Name of Person Filing:    Heartland Advisors, Inc.
                                       Heartland Group, Inc.

         (b) Address of Principal Business Office:
                     Heartland Advisors, Inc.
                     790 North Milwaukee Street
                     Milwaukee, WI  53202

                     Heartland Group, Inc.
                     790 North Milwaukee Street
                     Milwaukee, WI  53202

         (c) Citizenship:     Heartland Advisors is a Wisconsin corporation.
                              Heartland Group is a Maryland corporation.

         (d) Title of Class of Securities:  Common Stock

         (e)  CUSIP Number:  552687105

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)  X       Investment company registered under Section 8 of the
                  Investment Company Act of 1940 with respect to
                  Heartland Group.

     (e)  X       Investment adviser registered under Section 203 of the
                  Investment Advisers Act of 1940 with respect to
                  Heartland Advisors.

     (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).
<PAGE>   5


     (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 as of July 31, 1995:

         1,341,800 shares may be deemed beneficially owned within the meaning
of Rule 13d-3 of the Securities Exchange Act of 1934 by Heartland Advisors;
641,400 shares of which may also be deemed   beneficially owned by Heartland
Group within the meaning of the Rule.


         (b) Percent of Class as of July 31, 1995:

             19.8% by Heartland Advisors, of which 9.5% may also be deemed
beneficially owned by Heartland Group.

         (c) Number of shares as to which such person has:

         (i)  Sole power to vote or to direct the vote: 
         Heartland Group has sole power to vote 641,400 shares. Heartland 
Advisors has sole voting power with respect to 161,000 shares held in 
investment advisory accounts.

         (ii)  Shared power to vote or to direct the vote:
         Not Applicable.

         (iii)  Sole power to dispose or to direct the disposition: 
         Heartland Advisors has sole dispositive power with respect to 
1,341,800 shares held in investment advisory accounts.

         (iv)  Shared power to dispose or to direct the disposition of:
         Not Applicable.


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 are held in investment advisory accounts of
Heartland Advisors.  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.  As reported herein, the interests of one such
account, Heartland Group, Inc., a series investment company for which Heartland
Advisors serves as investment advisor, relates to more than 5% of the class.
<PAGE>   6


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.

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:    August 9, 1995

                          HEARTLAND ADVISORS, INC.

                          By:  PATRICK J. RETZER
                             ----------------------------------
                                  Patrick J. Retzer
                                  Vice President/Treasurer


                          HEARTLAND GROUP, INC.

                          By:  PATRICK J. RETZER
                             ----------------------------------
                                  Patrick J. Retzer
                                  Vice President/Treasurer


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