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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
MDT CORPORATION
(Name of Subject Company)
MDT CORPORATION
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $1.25 PER SHARE,
INCLUDING THE ASSOCIATED
COMMON STOCK PURCHASE RIGHTS
(Title of Class of Securities)
552687 10 5
(CUSIP Number of Class of Securities)
J. MILES BRANAGAN
CHIEF EXECUTIVE OFFICER
MDT CORPORATION
STRATFORD HALL
SUITE 200
1009 SLATER ROAD
DURHAM, NORTH CAROLINA 27703
(919) 941-9745
(Name, address and telephone
number of person authorized to
receive notice and communications on
behalf of the person filing statement)
with a copy to:
C. JAMES LEVIN
O'MELVENY & MYERS
400 SOUTH HOPE STREET
15TH FLOOR
LOS ANGELES, CALIFORNIA 90071
(213) 669-6000
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This Amendment No. 4 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (as may be amended from time to time, the "Schedule
14D-9") initially filed on May 17, 1996 by MDT Corporation, a Delaware
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission"), relating to the tender offer (the "Offer") by Getinge Acquisition
Corp., a Delaware corporation (the "Bidder") and an indirect wholly-owned
subsidiary of Getinge Industrier AB (publ), a corporation organized under the
laws of Sweden ("Getinge"), disclosed in a Tender Offer Statement on Schedule
14D-1 (the "Schedule 14D-1"), dated May 17, 1996, for all outstanding shares of
Common Stock, par value $1.25 per share, of the Company (the "Shares"),
including the associated Common Stock Purchase Rights (the "Rights"), for a per
Share consideration of $4.50 net in cash to the seller, upon the terms and
subject to the conditions set forth in the Agreement and Plan of Merger, dated
as of May 12, 1996 (the "Merger Agreement"), among Getinge, the Bidder and the
Company.
All capitalized terms used herein but not otherwise defined herein shall
have the meanings ascribed thereto in the Schedule 14D-9. In connection with
the foregoing, the Company is hereby amending the Schedule 14D-9 as follows:
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is amended and supplemented to add the following information:
The Board of Directors of the Company received a letter, dated July 3,
1996, from the International Association of Machinists and Aerospace Workers,
AFL-CIO, Lodge No. 2312. A copy of such letter is attached hereto as Exhibit
(d)(7).
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is amended and supplemented to add the following exhibit which is
filed herewith:
(d)(7) Letter, dated July 3, 1996, from the International Association of
Machinists and Aerospace Workers, AFL-CIO, Lodge No. 2312, addressed
to the Board of Directors of the Company.
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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.
Dated: July 8, 1996 MDT CORPORATION
By: /s/ J. Miles Branagan
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Name: J. Miles Branagan
Title: President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Exhibit
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99.D7 Letter, dated July 3, 1996, from the International Association of
Machinists and Aerospace Workers, AFL-CIO, Lodge No. 2312,
addressed to the Board of Directors of the Company.
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EXHIBIT 99.D7
[LETTERHEAD OF INTERNATIONAL ASSOCIATION OF MACHINISTS
AND AEROSPACE WORKERS, AFL-CIO]
LODGE No. 2312
To Board of Directors, MDT Corporation DATE July 3, 1996
FROM Local No. 2312, International Association SUBJECT Getinge Offer
of Machinists and Aerospace Workers
We, the Negotiating Committee for the International Association of Machinists
and Aerospace Workers Local No. 2312, are writing this letter in reference to
the current offer of $4.50 per share for the outstanding stock of MDT
Corporation by Getinge Industrier, AB.
We represent over 200 workers and the five of us on the Negotiating Committee
have 104 combined years of service with the Company. We feel that we should
provide our viewpoint, via our Board of Directors, regarding the proposed merger
to the shareholders as they decide whether or not to tender their stock in favor
of this merger. This important decision is not just about money, it is also
about jobs and families, and we thought that we could shed some light on our
perspective, from the "inside".
From our perspective, we have experienced first-hand the decline of what was
once a profitable business to the struggling business of today. We know that
our customer base is shrinking, the demand for new equipment is declining, that
ever-increasing price pressure has driven profits down, and that our factory is
over-capacity. As a result, we have seen our co-workers laid-off and felt the
impact it has had on their families.
Even in light of the above listed conditions, we firmly believe that combined
with Getinge, we could win more market share from our competition and become
profitable once again. This merger would provide us with additional products
and channels of distribution to increase our factory's run rate. We are up to
these challenges and strongly believe the merger with Getinge would give us the
best possible opportunity to secure our futures.
So, to sum-up our perspective from within the factory, the shares of MDT stock
owned by Local 2312 have been unanimously voted to be tendered by the membership
in favor of the merger with Getinge. It should also be noted that an
overwhelming majority of the membership have [sic] tendered their personal
shares bought through their 401K plan or personal brokers. These shares were
tendered at a loss in an effort to give us the opportunity to work for and
secure our future and that of our families. As you know, we were elected to
represent our members to the best of our ability and we believe, in all
fairness, that this perspective should also be made public as part of the
shareholder's consideration of this merger. We, the Negotiating Committee,
request that you communicate this letter to our shareholders.
We welcome your questions or concerns as well as those of our shareholders and
can be reached via (716) 272-5046.
Thank you for listening to our perspective and for your consideration.
/s/ Dave Murphy /s/ Dan O'Coyne (S.P.) /s/ Steve Posick /s/ Mike Belanger
Dave Murphy Dan O'Coyne Steve Posick Mike Belanger
President Vice President Chief Steward Committeeman
/s/ Mike Flanagan (S.P.)
Mike Flanagan
Committeeman
