SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MDT Corporation
(Name of Issuer)
Common Stock, $1.25 par value
(Title of Class of Securities)
552687 10 5
(CUSIP Number)
J. Miles Branagan
MDT Corporation
Stratford Hall, Suite 200
1009 Slater Road
Durham, NC 27703
U.S.A.
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Bertil Lundqvist, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
July 25, 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 the
statement (X) (A fee is not required only if the reporting
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.)
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.
SCHEDULE 13D
CUSIP NO. 555268 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Getinge Industrier AB (publ.)
S.S. or I.R.S. Identification No. of Above Person: N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK, AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden
7 SOLE VOTING POWER
6,278,629
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 6,278,629
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,278,629
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
approximately 92.7
4 TYPE OF REPORTING PERSON*
HC, CO
SCHEDULE 13D
CUSIP NO. 555268 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Getinge Acquisition Corp.
S.S. or I.R.S. Identification No. of Above Person: N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK, AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
6,278,629
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 6,278,629
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,278,629
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
approximately 92.7%
4 TYPE OF REPORTING PERSON*
CO
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $1.25
per share, including the associated Common Stock Purchase Rights,
(the "MDT Common Stock"), of MDT Corporation, a Delaware
corporation ("MDT"). The principal executive offices of MDT are
located at Stratford Hall, Suite 200, 1009 Slater Road, Durham,
North Carolina, 27703.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) and (f) This statement is being filed by Getinge
Industrier AB (publ.) ("Getinge") and Getinge Acquisition Corp.,
a wholly-owned subsidiary of Getinge ("Purchaser" and, together
with Getinge, the "Reporting Person"). The principal executive
offices of Getinge are located at Box 69, S-310 44, Getinge,
Sweden. The principal executive offices of Purchaser are located
at 8130 Lehigh Avenue, Morton Grove, IL, 60053.
Getinge, which operates in the field of medical technology,
develops, manufactures and markets equipment and systems for
sterilization and disinfection purposes within the pharmaceutical
industry and health care sector. Getinge also develops,
manufactures and markets hygiene and patient handling systems for
the care of elderly and disabled people in the health care
sector. The Getinge group of companies enjoys a position as one
of the world's leaders within all these sectors. Getinge is also
a distributor of equipment and consumables to the dental sector
in Scandinavia. Purchaser is a recently incorporated Delaware
corporation organized solely to carry out certain transactions in
connection with the acquisition of the Shares (as defined herein)
and the Merger (as defined herein).
Information as to each of the executive officers and
directors of Getinge is set forth on Annex A hereto. Each of
such persons on Annex A is a citizen of Sweden, except for Edward
J. McKinly. Information as to each of the executive officers and
directors of Purchaser is set forth on Annex B hereto. Each of
such persons on Annex B is a citizen of Sweden.
(d) During the last five years, neither the Reporting Person
nor, to the best of the Reporting Person's knowledge, any of the
individuals named in Annex A or Annex B hereto, has been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the last five years, neither the Reporting Person
nor, to the best of the Reporting Person's knowledge, any of the
individuals named in Annex A or Annex B hereto, has been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The total amount of funds required by the Reporting Person
to acquire the shares and to pay related fees and expenses was
approximately $34.53 million and were obtained pursuant to
borrowings by the Reporting Person from Skandinaviska Enskilda
Banken AB ("SE Bank").
Getinge and SE Bank have executed two commitment letters
dated May 10, 1996 (the "SE Bank Commitments") providing for an
aggregate credit facility of up to $90 million (the "SE Bank
Facility") to be made available to Getinge. Funds are available
under the SE Bank Commitments subject to the terms and conditions
of the SE Bank Facility.
Amounts borrowed under the SE Bank Commitments will mature
twelve months from the date of drawdown and may be repaid by
Getinge in whole or in part at any time. Borrowings under the SE
Bank Facility will bear interest at a rate equal to 0.03 percent
over the "LIBOR Rate." The SE Bank Commitments provides for the
payment of a total commitment fee of SEK 150,000, equivalent to
$22,245 based on the May 16, 1996 Noon Buying Rate of SEK 1.00
per $.1483.
The repayment of amounts borrowed pursuant to the SE
Facility is expected to be made through the application of
general corporate funds (including funds generated by the
operations of MDT), new medium and long term borrowings by
Getinge or Getinge subsidiaries or any of the foregoing, and
through the use of financial instruments available in
international markets. Getinge's management may propose to its
Board of Directors that a part of the of the SE Bank Facility be
refinanced through the issuance of new shares of Getinge capital
stock.
The foregoing description of the SE Bank Commitments is
qualified in its entirety by reference to the text of the SE Bank
Commitments, copies of which are included as Exhibits I and II
hereto.
ITEM 4. PURPOSE OF THE TRANSACTION.
The purpose of the acquisition reported herein is to enable
Getinge to acquire, in one or more transactions, control of the
entire equity interest of MDT. The Reporting Person plans to
vote the Shares (as hereinafter defined) in favor of an Agreement
and Plan of Merger, dated May 12, 1996, between Getinge,
Purchaser and MDT (the "Merger Agreement") a copy of which is
included as Exhibit III hereto. Pursuant to the Merger
Agreement, Purchaser will be merged with and into MDT (the
"Merger"). Parties other than the Reporting Person holding
shares of MDT Common Stock will, at the time of the Merger,
receive $5.50 in cash per share of MDT Common Stock. Subsequent
to and as a result of the Merger, MDT will be a wholly owned
subsidiary of Getinge.
Pursuant to the terms of the Merger Agreement, Getinge is
entitled to designate for appointment or election to the Board of
Directors of MDT, upon written notice to MDT, such number of
directors, rounded up to the next whole number, to the Board of
Directors of MDT such that the percentage of its designees on the
Board shall equal the percentage of the outstanding Shares
beneficially owned by the Reporting Person and affiliates.
Getinge expects that such representation will permit Getinge to
exert substantial influence over MDT's conduct of its business
and operations.
Subsequent to the Merger, the MDT Common Stock will be
delisted from the NASDAQ and will be eligible for termination of
Registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934.
It is expected that initially following the Merger the
business and operations of MDT will be continued substantially as
they are currently being conducted. Getinge intends to conduct a
comprehensive review of MDT's business, operations,
capitalization and management with a view to optimizing
exploitation of MDT's potential in conjunction with Getinge's
U.S. and worldwide businesses. Although no decisions have been
made to date, Getinge believes that investment of approximately
$20-25 million will be necessary to improve MDT's business and
create a profitable operation. After such review, Getinge will
determine what actions or changes, if any, would be desirable in
light of the circumstances which then exist, and reserves the
right to effect such actions or changes. Such review and
ultimate investment program could result in, among other things,
reductions in the work force, changes in the product mix (which
could result in additional write-offs of inventory) and sale of
certain product lines at a loss, increasing efficiencies in
production, administration and sales through changes in the
operations of MDT and relocation of the head office to the
Henrietta, New York facility. Getinge is also considering the
repayment of MDT's bank loans. Necessary funding for such
repayment has been obtained under the SE Bank Commitments. See
Item 3. Getinge's decisions could be affected by information
hereafter obtained, changes in general economic or market
conditions or in the business of MDT or its subsidiaries, actions
by MDT or its subsidiaries and other factors. It is expected that
the business and operations of MDT would form an important part
of Getinge's future business plans.
Other than the Merger and except as set forth herein,
Getinge does not have any present plans or proposals which relate
to or would result in an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving MDT or
any of its subsidiaries, a sale or transfer of a material amount
of assets of MDT or any of its subsidiaries or any material
change in MDT's capitalization or dividend policy or any other
material changes in MDT's corporate structure or business, or the
composition of the board of directors or management. Except as
set forth in this Item 4, neither the Reporting Person nor, to
the best of the Reporting Person's knowledge, any of the
individuals named in Annex A or Annex B hereto, has any plans or
proposals which relate to or which would result in any of the
actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) The Reporting Person beneficially owns 6,278,629
shares of MDT Common Stock (the "Shares"). The Shares represent
approximately 92.7 percent of the total number of outstanding
shares of MDT Common Stock. The Reporting Person has sole power
to vote or direct the vote of the Shares and to dispose or direct
the disposition of the Shares. All of the Shares were acquired
by the Reporting Person on July 25, 1996 at the price of $5.50
per share in cash, pursuant to an Offer to Purchase first made by
the Reporting Person on May 17, 1996 and which expired on July
25, 1996. The total consideration paid for the shares was
approximately $34.53 million. To the best of the Reporting
Person's knowledge, none of the individuals named in Annex A or
Annex B hereto beneficially own any of the Shares.
(c) Neither the Reporting person nor, to the Reporting
Person's knowledge, any of the individuals named in Annex A or
Annex B hereto, has effected any transaction in the Shares during
the past 60 days.
(d) To the best of the Reporting Person's knowledge, no
other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the
Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Based on the terms of the Merger Agreement, Getinge will,
upon effectiveness of the Merger, acquire all remaining
outstanding shares of MDT Common Stock for $5.50 per share in
cash.
Except as set forth in Sections 8 and 10 of the Offer to
Purchase, a copy of which is included as Exhibit IV hereto,
neither the Reporting Person nor, to the best of the Reporting
Person's knowledge, any of the persons listed in Annex A or Annex
B, have any contracts, arrangements, understandings or
relationships with any other person with respect to any
securities of the Company (including, but not limited to, any
contract, arrangement, understanding or relationship concerning
the transfer or the voting of any such securities, joint
ventures, loan or option arrangements, puts or calls, guarantees
of loans, guarantees against loss or the giving or withholding of
proxies).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit I Commitment Letter, dated May 10, 1996, between
Skandinaviska Enskilda Banken and Purchaser, for
$40,000,000 credit facility (previously filed as
Exhibit (b)(1) to the Schedule 14D-1 filed by the
Reporting Person on May 17, 1996).
Exhibit II Commitment Letter, dated May 10, 1996, between
Skandinaviska Enskilda Banken and Purchaser, for
$50,000,000 credit facility (previously filed as
Exhibit (b)(2) to the Schedule 14D-1 filed by the
Reporting Person on May 17, 1996).
Exhibit III Agreement and Plan of Merger, dated as of May 12,
1996, among Getinge Industrier AB, Getinge
Acquisition Corp., and MDT Corporation (previously
filed as Exhibit (c)(1) to the Schedule 14D-1
filed by the Reporting Person on May 17, 1996).
Exhibit IV Offer to Purchase, dated May 17, 1996, by Getinge
Acquisition Corp. (previously filed as Exhibit (a)(1) to the
Schedule 14D-1 filed by the Reporting Person on May 17, 1996).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: July 26, 1996
Getinge Acquisition Corp.
By: /s/
Name: Carl Bennet
Title: Chairman of the Board
Getinge Industrier AB (publ.)
By: /s/
Name: Carl Bennet
Title: Chairman of the Board
ANNEX A
DIRECTORS AND EXECUTIVE OFFICERS
OF GETINGE INDUSTRIER AB (publ.)
The name, business address, present principal occupation or
employment, and the name, principal business and address of any
corporation or other organization in which such employment is
conducted, of each of the directors and executive officers of
Getinge is set forth below. If no business address is given, the
director's or officer's address is Box 69, S-310 44, Getinge,
Sweden. Each such person is a citizen of Sweden, except for
Edward J. McKinley, who is a citizen of the United States.
Directors are identified with an asterisk.
NAME AND CURRENT
BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
Rune Andersson* Chairman of the Board of Directors of
Getinge. Mr. Andersson is also Chairman
of the Board of Directors of Trelleborg
AB, a mining, metals and rubber company,
Svedala Industri AB, a mineral
processing equipment company, SSAB, a
steel company, since 1991, Akila AB, a
construction company, since 1994, Metric
AB, a distributor of laboratory
products, since 1995 and Andersson &
Bennet AB. He is a director of
Skandinaviska Enskilda Banken, a Swedish
bank, Sandvik AB, a steel company, since
1994. Mr. Andersson has served as the
Chairman of the Board of Directors of
ASG AB, a transportation company, from
1990 to 1993, and as a director of BPA
AB, a construction company, from 1989 to
1993, Esselte AB, an office products
company, from 1991 to 1996 and Scribona
AB, an office products company, from
1991 to 1996. He has been a director of
Industrifoerbundet, a Swedish industrial
association. Mr. Andersson has been
President and Chief Executive Officer of
Trelleborg AB from 1983 to 1989.
Carl Bennet* President and Chief Executive Officer of
Getinge. Mr. Bennet is a director of
Scandinavian Recycling AB, a company
engaged in the recycling of rubber and
metal equipment, since 1993, Metric AB
since 1995, Andersson & Bennet AB and
Sperlingsholms Kraft AB, a power utility
company, since 1991.
Sven Borelius* Chairman of the Board of Directors of
LKAB, a mining company. Mr. Borelius is
a director of Trelleborg AB, Svedala
Industri AB, Scribona AB, Euroc AB, a
building products company, Cardo AB, an
industrial group, Fabege AB, a
construction company, and Sanitec Ltd
OY, a ceramics company.
Roger Holtback* President and Chief Executive Officer of
Investment AB Bure, an investment
company, since 1993. Mr. Holtback is
Chairman of the Board of Directors of
Gunnebo AB, a building materials
company, since 1993 and the Deputy
Chairman of SPIRA Investment AB, an
investment company, since 1994. Mr.
Holtback has been the Head of S-E-Banken
Western Sweden from 1991 to 1993 and the
President and Chief Executive Officer of
the Volvo Car Corporation and Executive
Vice President of AB Volvo from 1984 to
1990. He has been a director of
Investment AB Bure since 1992, Scribona
AB, an office products company, since
1995, Skane Gripen AB, a building
products company, since 1995, Nordic
Capital Svenska AB, an investment fund,
since 1993, and TBG, Monaco, an
industrial holding company, since 1988.
Mr. Holtback has also served as a
director of Volvo Car Corporation and a
number of its affiliates.
Edward J. McKinley* Employed by E.M. Warburg, Pincus & Co.,
Inc. since 1984, where he has served as
Managing Director since January 1988.
Mr. McKinley is a director of Getinge
since November 1995. Mr. McKinley is
also a director of several privately
held companies.
Thomas Esko* Union Representative. Welder. Employed
by Getinge AB.
Leif Holmgren* Deputy Board Member. Union
Representative. Welder. Employed by
Getinge Disinfection AB.
Vaexjoe Rostfritt AB
Ljungadalsgatan 11
351 15 Vaexjoe
Sweden
Gert Klaren* Union Representative. Foreman. Employed
by Getinge AB.
Edgar Svensson* Deputy Board Member. Union Representative.
Vaexjoe Rostfritt AB Engineer. Employed by Getinge Disinfection AB.
Ljungadalsgatan 11
351 15 Vaexjoe
Sweden
Harald Castler Business Area Manager Sterilization -
Health Care Industry.
Ulf Grunander Chief Financial Officer since 1993.
Auditor with Arthur Andersen & Co. from
1978 to 1992.
Ingmar Johansson Technical Director.
Johan Malmqvist Executive Vice President of Getinge,
President of Arjo. Business Area Manager
Disinfection, Business Area Manager and
President of Arjo AB.
Getinge Disinfection AB
Ljungadalsgatan 11
351 15 Vaexjoe
Sweden
ANNEX B
DIRECTORS AND EXECUTIVE OFFICERS
OF GETINGE ACQUISITION CORP.
The name, business address, present principal occupation or
employment, and the name, principal business and address of any
corporation or other organization in which such employment is
conducted, of each of the directors and executive officers of
Purchaser is set forth below. If no business address is given,
the director's or officer's address is 8130 Lehigh Avenue, Morton
Grove, IL 60053. Each such person is a citizen of Sweden.
Directors are identified with an asterisk.
NAME AND CURRENT
BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
Carl Bennet* Chairman of the Board of Directors. See
Annex A.
Lars-Peter Harbing* President of Purchaser. Mr. Harbing is also the
1100 Towbin Avenue President of Getinge International, Inc. since
Lakewood, NJ 08701 1994 and was the President of Getinge GmbH
from 1991 to 1994.
Ulf Grunander Treasurer and Secretary of Purchaser.
See Annex A.
EXHIBIT INDEX
Exhibit I Commitment Letter, dated May 10, 1996, between
Skandinaviska Enskilda Banken and Purchaser, for
$40,000,000 credit facility (previously filed as
Exhibit (b)(1) to the Schedule 14D-1 filed by the
Reporting Person on May 17, 1996).
Exhibit II Commitment Letter, dated May 10, 1996,
between Skandinaviska Enskilda Banken and
Purchaser, for $50,000,000 credit facility
(previously filed as Exhibit (b)(2) to the
Schedule 14D-1 filed by the Reporting Person
on May 17, 1996).
Exhibit III Agreement and Plan of Merger, dated as of May
12, 1996, among Getinge Industrier AB, Getinge
Acquisition Corp., and MDT Corporation (previously
filed as Exhibit (c)(1) to the Schedule 14D-1
filed by the Reporting Person on May 17, 1996).
Exhibit IV Offer to Purchase, dated May 17, 1996, by
Getinge Acquisition Corp. (previously filed as
Exhibit (a)(1) to the Schedule 14D-1 filed by the
Reporting Person on May 17, 1996).
