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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
MDT CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
552687105
(CUSIP Number)
Lorraine J. Koeper
Vice President and General Counsel
Heartland Advisors, Inc.
790 N. Milwaukee Street
Milwaukee, WI 53202
414-347-7777
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 11, 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 this statement [ ]. (A
fee is not required only if the filing 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 less than five percent 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.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 552687105 13D
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HEARTLAND ADVISORS, INC.
#39-1078128
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
00 - Funds of investment advisory clients
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
WISCONSIN, U.S.A.
7. SOLE VOTING POWER
NUMBER OF 1,077,400
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY None
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 1,313,500
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,313,500
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions).
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.4%
14. TYPE OF REPORTING PERSON (See Instructions)
IA
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CUSIP No. 552687105 13D
Item 1. Security and Issuer.
This statement relates to the shares of the common stock, $1.25 par value
per share, of MDT Corporation (the "Shares"), a Delaware Corporation (the
"Company"). The principal executive offices of the Company are located at
Stratford Hall, Suite 200, 1009 Slater Road, Morrisville, NC 27560.
Item 4. Purpose of Transaction.
The purpose of Heartland Advisors, Inc. ("HAI") in having the Heartland
Value Fund and private investment advisory clients (the "Accounts") purchase
Shares was to acquire on equity interest in the Company in pursuit of specified
investment objectives established by the Board of Directors of Heartland Group
and by the advisory clients for the Accounts.
In connection with the Company's announced proposed transaction in which
it is to be acquired by Getinge Industrier AB (publ) (the "Proposed
Transaction"), HAI has advised Getinge that it believes that a fair purchase
price for the Company is at least $5.50 per share and that if a tender offer
were to be made at that price, assuming the absence of a more favorable offer,
HAI would consider it in the best interests of its advisory clients to tender
the Shares held by the Heartland Fund and the Accounts.
Representatives of HAI may contact other shareholders regarding the
Proposed Transaction. In addition, representatives of HAI may be in contact
with other unaffiliated parties who may express interest in the Company; HAI
will refer any such parties to the Company and/or its investment adviser.
As permitted by law, HAI may purchase additional Shares or dispose of any
or all of the Shares from time to time in the open market, in privately
negotiated transactions, or otherwise, depending upon future evaluations of the
prospects of the Company and upon other developments, including general
economic and stock market conditions.
Except as set forth herein, HAI has no present plan or proposal which
relates to or would result in (i) an extraordinary corporate transaction, such
as a merger, reorganization or liquidation, or sale or transfer of a material
amount of assets involving the Company or any of its subsidiaries, (ii) any
change in the Company's present Board of Directors or management, (iii) any
material changes in the Company's present capitalization or dividend policy or
any other material change in the Company's business or corporate structure,
(iv) any change in the Company's charter or by-laws, or (v) the Company's
common stock becoming delisted, unauthorized for quotation, or eligible for
termination of registration pursuant to Section 12 (g) (4) of the Securities
Exchange Act of 1934.
Item 7. Material to be Filed as Exhibits.
(a) Letter, dated July 11, 1996, from Heartland Advisors, Inc. To Mr.
Carl Bennet of Getinge Industrier
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.
DATE: July 15, 1996
HEARTLAND ADVISORS, INC.
By: PATRICK J. RETZER
Patrick J. Retzer
Vice President/Treasurer
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EXHIBIT INDEX
Exhibit
Number Exhibit Name
- ------- ------------
(a) 1 Letter, dated July 11, 1996, from Heartland
Advisors, Inc. To Mr. Carl Bennet of Getinge
Industrier
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EXHIBIT (a)(1)
[HEARTLAND ADVISORS LETTERHEAD]
July 11, 1996
Mr. Carl Bennet
Getinge Industrier
Getinge, Sweden
Dear Mr. Bennet:
As we have discussed, we believe that a fair purchase price for MDT Corporation
is at least $5.50 per share. If a tender offer were to be made at this price,
assuming the absence of a more favorable offer, we would consider it in the
best interests of our accounts to tender the shares of MDT Corporation.
ERIC J. MILLER
Eric J. Miller
Portfolio Manager
