SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
SCHEDULE 14D-1
(Final Amendment)
____________________
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
Transaction Amount of
Valuation* Filing Fee**
$37,231,870.50 $7,446.37
* For purposes of calculating fee only. This amount assumes
the purchase at a purchase price of $5.50 per Share of an
aggregate of 6,769,431 outstanding Shares.
** The amount of the filing fee, calculated in accordance with
Regulation 240.0-11 of the Securities Exchange Act of 1934,
as amended (the "Securities Exchange Act"), equals 1/50th of
one percentum of the Transaction Valuation.
[X] Check box if any part of the fee is offset as provided 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: $7,446.37
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
<TABLE>
<S> <C>
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
pursuant to items 2(e) or 2(f) / /
6. Citizenship or place of organization:
DELAWARE
7. Aggregate amount beneficially owned by each reporting
person:
6,278,629 SHARES (INCLUDING 141,000 OF SHARES TENDERED
PURSUANT TO GUARANTEES OF DELIVERY)
8. Check if the aggregate amount in row (7) excludes certain
shares / /
9. Percent of class represented by amount in row (7):
92.7%
10. Type of reporting person:
HC, CO
</TABLE>
CUSIP NO. 552687 10 5
<TABLE>
<S> <C>
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
pursuant to items 2(e) or 2(f) / /
6. Citizenship or place of organization:
SWEDEN
7. Aggregate amount beneficially owned by each reporting
person:
6,278,629 SHARES (INCLUDING 141,000 OF SHARES TENDERED
PURSUANT TO GUARANTEES OF DELIVERY)
8. Check if the aggregate amount in row (7) excludes certain
shares /X/
9. Percent of class represented by amount in row (7):
92.7%
10. Type of reporting person:
CO
</TABLE>
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
Statement on Schedule 14D-1 , as previously amended by Amendment
No. 1 and Amendment No. 2 (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 6.
Parent and Purchaser's $5.50 per share cash tender offer for
all the outstanding Shares expired at 5:00 p.m., New York City
time, on July 25, 1996. Pursuant to the Offer, the Purchaser
accepted for payment 6,278,629 Shares (including 141,000 shares
tendered pursuant to guarantees of delivery) representing
approximately 92.7% of the outstanding Shares.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Exhibit (a)11 is incorporated
herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a) 11 Press Release, dated July 25, 1996
SIGNATURE
After due 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 25, 1996
GETINGE ACQUISITION CORP.
By: /s/ Carl Bennet
Name: Carl Bennet
Title: Chairman of the Board
GETINGE INDUSTRIER AB
By: /s/ Carl Bennet
Name: Carl Bennet
Title: President and Chief
Executive Officer
EXHIBIT INDEX
EXHIBIT PAGE
NUMBER EXHIBIT NAME NUMBER
(a) 11 Press Release, dated July 25, 1996 . . . . . 7
Exhibit (a) 11
PRESS RELEASE FOR IMMEDIATE RELEASE
Getinge, Sweden -- July 25, 1996 -- Getinge Acquisition
Corp., an indirect wholly-owned subsidiary of Getinge Industrier
AB (publ), a Swedish corporation ("Getinge"), today announced the
completion of its tender offer (the "Tender Offer") for all
outstanding shares of Common Stock (including the associated
Common Stock Purchase Rights) of MDT Corporation, a Delaware
corporation (NASDAQ: MDTC) at a price of $5.50 per share.
In the Tender Offer, which expired at 5:00 p.m., New York
City time, on July 25, 1996, 6,278,629 shares (including 141,000
shares tendered pursuant to guarantees of delivery), representing
approximately 92.7% of the total number of outstanding shares of
MDT common stock, were tendered and accepted for payment.
As previously announced, the remaining shares of MDT common
stock are to be converted into the right to receive $5.50 per
share in cash as part of the merger of Getinge Acquisition Corp.
into MDT. Subsequent to and as a result of the merger, MDT will
be an indirect wholly- owned subsidiary of Getinge.
Getinge also announced plans to apppoint Lars-Peter Harbing
as President of MDT and successor to J. Miles Branagan.
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 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)
