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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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)
June 5, 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 [ X ].
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
PERSON 9. SOLE DISPOSITIVE POWER
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 2. Identity and Background.
This statement is being filed by Heartland Advisors, Inc., a Wisconsin
corporation ("HAI"). HAI is a registered investment advisor which provides
investment advisory services to series of Heartland Group, Inc., a registered
investment company ("Heartland Group"), as well as private investment advisory
clients (the "Accounts").
William J. Nasgovitz, President of HAI, is a controlling person of HAI
through his ownership of a majority of its outstanding stock. Information
regarding Mr. Nasgovitz and the name, business address, principal occupation
and citizenship of each of the executive officers and directors of HAI are set
forth in Schedule A hereto.
Item 3. Source and Amount of Funds or Other Consideration.
The Heartland Value Fund (the "Heartland Fund"), a series of Heartland
Group, holds an aggregate of 500,000 Shares, which were purchased for cash in
the amount of $2,907,003, including brokerage commissions. The assets of the
Heartland Fund were used to purchase such Shares and no part of the purchase
price was represented by borrowed funds.
The Accounts own an aggregate of 813,500 Shares, which were purchased
for cash in the amount of $ 4,964,903, including brokerage commissions. The
assets of the Accounts were used in making such purchases and no part of the
purchase price was represented by borrowed funds.
Item 4. Purpose of Transaction.
The purpose of HAI in having the Heartland Fund and 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 recently announced proposed transaction
in which it is to be acquired by Getinge Industrier AB (publ) for $4.50 per
share (the "Proposed Transaction"), HAI has advised the Company's agent and
will further advise the Company that, based on the current disclosures by the
Company and the current terms of the Proposed Transaction, HAI has no present
intention to tender the Shares held by the Heartland Fund or 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
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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 5. Interest in Securities of the Issuer.
(a) As investment advisor to the Heartland Fund and the Accounts, HAI
may be deemed the beneficial owner of 1,313,500 Shares of the Company. To the
best knowledge of HAI, none of the persons named in Schedule A hereto
beneficially owns any other Shares of the Company.
(b) HAI, as investment advisor to the Heartland Fund and the Accounts,
has sole power to dispose of all 1,313,500 Shares held by the Heartland Fund and
the Accounts. HAI has sole power to vote the 500,000 Shares held by the
Heartland Fund in accordance with voting guidelines approved by Heartland
Group's Board of Directors. HAI, as investment advisor to the Accounts, has
sole power to vote or direct the voting of 577,400 Shares, and no power to vote
or to direct the voting of 236,100 Shares, owned by the Accounts. To the best
knowledge of HAI, other than in connection with their respective positions and
relationships with HAI, none of the persons named in Schedule A hereto has the
sole power to dispose of or to vote Shares of the Company.
(c) Neither HAI nor, to the best knowledge of HAI, any of the persons
named in Schedule A hereto has effected any transaction in Shares during the
past 60 days.
(d) Since the Shares are held in investment advisory accounts of HAI,
various persons have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such Shares. The interest of
the Heartland Fund relates to more than 5% of the class.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Except as set forth herein, neither HAI nor, to the best knowledge of
HAI, any of the persons named in Schedule A hereto has entered into any
contract, arrangement, understanding or relationship (legal or otherwise) with
any person with respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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: June 5, 1996
HEARTLAND ADVISORS, INC.
By: PATRICK J. RETZER
Patrick J. Retzer
Vice President/Treasurer
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SCHEDULE A
The name and present principal occupation or employment of each executive
officer and director of HAI are set forth below. The business address of each
person is 790 N. Milwaukee Street, Milwaukee, WI 53202. All of the persons
listed below are U.S. citizens.
NAME PRINCIPAL OCCUPATION
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William J. Nasgovitz Director, President, Heartland Advisors, Inc.;
Director, President, Heartland Group, Inc.
Hugh F. Denison Director, Vice President, Heartland Advisors,
Inc.; Director, Heartland Group, Inc.
Patrick J. Retzer Director, Vice President/Treasurer, Heartland
Advisors, Inc.; Director, Vice
President/Treasurer, Heartland Group, Inc.
Mitchell L. Kohls Chief Operating Officer, Heartland Advisors,
Inc.
Lorraine J. Koeper Vice President and General Counsel, Heartland
Advisors, Inc.
Kenneth J. Della Chief Financial Officer, Heartland Advisors,
Inc.
