SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
SCHEDULE 14D-1
(Amendment No. 1)
____________________
Tender Offer Statement Pursuant To Section 14(d)(1)
of the Securities Exchange Act of 1934
MDT CORPORATION
(Name of Subject Company)
GETINGE ACQUISITION CORP.
GETINGE INDUSTRIER AB (publ)
(Bidders)
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)
Getinge Acquisition Corp.
c/o Arjo USA, Inc.
110 Towbin Lane
Lakewood, New Jersey 08701
(847) 967-0360
____________________
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of Bidders)
Copy to:
Bertil Lundqvist, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
CALCULATION OF FILING FEE
Trasaction Amount of
Valuation* Filing Fee**
$30,462,439 $6,092
* For purposes of calculating fee only. This amount
assumes the purchase at a purchase price of $4.50
per Share of an aggregate of 6,769,431 Shares,
consisting of 6,769431 Shares outstanding.
** The amount of the filing fee, calculated in accor-
dance with Regulation 240.0-11 of the Securities
Exchange Act of 1934, as amended, equals 1/50th of
one percentum of the Transaction Valuation.
[X] Check box if any part of the fee is offset as pro-
vided by Rule 0-11(A)(2) and identify the
filing with which the offsetting fee was previously
paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the
date of its filing.
Amount Previously Paid: $6,093
Filing Party: Getinge Acquisition Corp.
Getinge Industrier AB (publ)
Form or Registration No.: Schedule 14D-1 Tender Offer Statement
Date Filed: May 17, 1996
CUSIP NO. 552687 10 5
1. Name of Reporting Persons: 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 if disclosure of legal proceedings is required pursu-
ant to items 2(e) or 2(f) / /
6. Citizenship or place of organization:
DELAWARE
7. Aggregate amount beneficially owned by each reporting per-
son:
0
8. Check if the aggregate amount in row (7) excludes certain
shares / /
9. Percent of class represented by amount in row (7):
0
10. Type of reporting person:
HC, CO
CUSIP NO. 552687 10 5
1. Name of Reporting Persons: 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, WC
5. Check if disclosure of legal proceedings is required pursu-
ant to items 2(e) or 2(f) / /
6. Citizenship or place of organization:
SWEDEN
7. Aggregate amount beneficially owned by each reporting per-
son:
0
8. Check if the aggregate amount in row (7) excludes certain
shares /X/
9. Percent of class represented by amount in row (7):
0
10. Type of reporting person:
CO
Getinge Acquisition Corp. (the "Purchaser"), a Delaware
corporation and a wholly owned subsidiary of Getinge Industrier
AB ("Parent"), and Parent hereby amend their Tender Offer State-
ment on Schedule 14D-1 (the "Schedule 14D-1") relating to the
Purchaser's Offer to purchase all outstanding common shares, par
value $1.25 per share, including the associated common stock
purchase rights (collectively, the "Shares"), of MDT Corporation,
a Delaware corporation (the "Company"). Capitalized terms used
herein and not otherwise defined shall have the meanings set
forth in the Schedule 14D-1 or the Offer to Purchase filed as an
exhibit thereto.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
The second sentence of the second paragraph of Section 16 of
the Offer to Purchase is hereby amended to read in its entirety
as follows:
Getinge has agreed to pay Rothschild Inc. for its
services an initial advisory fee $70,000, an additional $280,000
upon the announcement of the execution of the Merger Agreement,
and a further $470,00 upon completion of the Merger.
ITEM 10. ADDITIONAL INFORMATION.
On July 1, 1996, the Parent announced that it and Purchaser
extended the Offer until 5:00 p.m. on July 12, 1996, unless
further extended. The Offer was scheduled to expire at 5:00 pm,
New York City time, on Friday June 28, 1996.
During the time period from June 29, 1996, through July 1, 1996,
Parent held discussions with Heartland Advisors Inc. ("Heartland"),
the holder of approximately 19.8% of the Shares, in an effort to
reach an agreement with Heartland to tender its Shares. Heartland
has previously made a number of public statements opposing the Offer.
However, no agreement was reached and the discussions with Heartland
did not lead to any modifications of the terms of the Offer.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a) 9 Press Release, dated July 1, 1996
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this State-
ment is true, complete and correct.
Dated: July 1, 1996
GETINGE ACQUISITION CORP.
By: /s/
Name: Carl Bennet
Title: Chairman of the Board
GETINGE INDUSTRIER AB
By: /s/
Name: Carl Bennet
Title: President and Chief
Executive Officer
EXHIBIT INDEX
EXHIBIT PAGE
NUMBER EXHIBIT NAME
NUMBER
(a) 9 Press Release, dated July 1, 1996
EXHIBIT (A)9
PRESS RELEASE
FOR IMMEDIATE RELEASE
Getinge, Sweden -- July 1, 1996 -- Getinge Acquisition
Corp., an indirect wholly-owned subsidiary of Getinge
Industrier AB (publ), a Swedish Corporation ("Getinge"),
today announced the extension of its tender offer for all
outstanding shares (the "Shares") of Common Stock (in-
cluding the associated Common Stock Purchase Rights) of
MDT Corporation, a Delaware corporation (NASDAQ:MDTC) at
a price of $4.50 per Share. The Tender Offer will now
expire at 5:00 p.m. on July 12 1996 unless the Tender
Offer is further extended by Getinge. All other terms
and conditions of the Tender Offer, including the $4.50
per Share purchase price and the 66 2/3% minimum condi-
tion, remain unchanged.
At the close of business on Friday, June 28, 1996 (the
previously scheduled expiration date for the Tender
Offer), approximately 2,734,266 shares had been tendered
(including Shares tendered through guaranteed delivery
procedures). This number of Shares represents approxi-
mately 40% of the total number of MDT Shares outstanding
(excluding Shares subject to MDT's 1987 Stock Option
Plan).
Getinge, which operates in the field of medical technolo-
gy, develops, manufactures and markets equipment and
systems for sterilization and disinfection purposes
within the pharmaceutical industry and health care sec-
tor. 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 is one of the world's
leaders within all of these sectors. Getinge is also a
distributor of equipment and consumables to the dental
sector in Scandinavia. Getinge has 66 subsidiaries and
17 factories in 22 countries and distributors in 100
countries.
For further information, please contact:
Carl Bennet, Managing Director, +46-35-15-55-00
Getinge Industrier AB (publ)
