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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. 5)
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. 5 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 Company has issued a press release on July 10, 1996. A copy of such
press release is attached hereto as Exhibit (d)(8).
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is amended and supplemented to add the following exhibit which is
filed herewith:
(d)(8) Press release issued by the Company on July 10, 1996.
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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 11, 1996 MDT CORPORATION
By: /s/ Thomas M. Hein
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Name: Thomas M. Hein
Title: Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Exhibit
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99.D8 Press Release issued by the Company on July 10, 1996.
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EXHIBIT 99.D8
[LETTERHEAD OF MDT CORPORATION]
FOR IMMEDIATE RELEASE
July 10, 1996
Durham, North Carolina
MDT CORPORATION RELEASES ESTIMATE OF FIRST QUARTER RESULTS,
DISCUSSES ALTERNATIVES TO GETINGE TRANSACTION,
PUBLISHES LETTER FROM UNION EMPLOYEES
MDT Corporation (NASDAQ:MDTC) said today that bookings for the first quarter
ended June 30, 1996, were $28,844,000 compared to $32,844,000 in the same
quarter a year earlier, a decrease of 12.2%, reflecting ongoing weak domestic
demand for hospital capital equipment and a decline in service bookings. The
backlog of orders at June 30, 1996, was $24,649,000 compared to $28,496,000 a
year earlier, a decrease of 13.5%.
Revenues were $28,035,000 in the recent quarter compared to $30,899,000 in the
earlier quarter, a decrease of 9.3%. Before reorganization costs relating
principally to personnel reductions, transaction costs relating to the pending
tender offer by Getinge Industrier A.B., and financing costs relating to the
existing and proposed credit facilities, the recent quarter is expected to
result in a loss approximating $1,200,000, or $.18 a share. After such costs,
the recent quarter is expected to result in a loss approximating $1,800,000, or
$.27 a share.
The Company remains out-of-compliance with certain provisions of its amended
bank credit agreement with Wells Fargo Bank and Chase Bank. A forbearance
agreement is being negotiated with the banks while the Company seeks a financing
commitment from Congress Financial Corporation to replace its existing bank
credit agreement. No assurance can be given that a forbearance agreement or
alternative financing will be obtained.
As previously announced, the Company and Getinge Industrier AB, a Swedish
manufacturer of hospital and scientific equipment, signed a definitive merger
agreement on May 12, 1996, pursuant to which Getinge will acquire all
outstanding shares of the Company's common stock. Getinge commenced a tender
offer on May 17, 1996, for such shares at a cash price of $4.50 per share. The
tender offer was recently extended through July 12, 1996. Consummation of the
tender offer and the merger is subject to customary terms and conditions,
including tender by the holders of two-thirds of the shares to be acquired.
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Should the pending Getinge transaction not be consummated, the Company
anticipates that it will consider selling or liquidating certain product lines
and related assets and instituting further cost reduction measures. Significant
charges may be incurred in connection with such actions, some of which might be
recorded as of June 30, 1996. In that case, the loss experienced for the first
quarter would be greater than that estimated above.
The Company said that a letter addressing the pending Getinge transaction had
been received from union personnel at its Henrietta, New York, facility. A copy
of the text of that letter is attached to this News Release.
MDT Corporation is a leading developer and manufacturer of sterility assurance
systems and examining and operatory equipment, including related accessories and
consumables, which it sells in the worldwide healthcare and scientific markets.
The Company also provides service and distributes parts for its products in
those markets through its Service Centers, domestic and foreign.
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ATTACHMENT TO NEWS RELEASE
TEXT OF LETTER FROM UNION PERSONNEL
TO: Board of Directors, MDT Corporation
FROM: Local No. 2312, International Association of Machinists and
Aerospace Workers
DATE: July 3, 1996 SUBJECT: Getinge Offer
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 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) 272-6046.
Thank you for listening to our perspective and for your consideration.
Dave Murphy, President Mike Belanger, Committeeman
Dan O'Coyne, Vice President Mike Flanagan, Committeeman
Steve Posick, Chief Steward
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