SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
SCHEDULE 14D-1
(Amendment No. 2)
____________________
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. In
accordance with Regulation 240.0-11(3) of the
Securities Exchange Act, $1,354.37 of this amount is
being paid concurrently with the filing of this
Amendment No.2.
[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: $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
<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:
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
</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:
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
</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 (the "Schedule 14D-1"), as previously
amended by Amendment No. 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 1. SECURITY AND SUBJECT COMPANY
On July 12, 1996, Parent announced that it and Purchaser had
increased the price of the Tender Offer to $5.50 per Share. This
represents a $1.00 increase over the previous Tender offer price
of $4.50 per Share.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES
As previously disclosed, Parent has been in 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. Parent has been
advised by Heartland that Heartland will tender its Shares at the
new Tender Offer price of $5.50 per Share, and will support
Getinge's attempts to acquire the Shares at that price, absent a
superior offer emerging.
ITEM 10. ADDITIONAL INFORMATION.
On July 12, 1996, Parent announced that it and Purchaser
extended the Offer until 5:00 p.m. New York City time on Thursday
July 25, 1996. The Offer was scheduled to expire at 5:00 pm, New
York City time, on Friday June 12, 1996.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a) 10 Press Release, dated July 12, 1996
(c) 2 Letter, dated July 11, 1996, from Heartland
Advisors to Mr. Carl Bennet of Getinge
Industrier
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 12, 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) 10 Press Release, dated July 12, 1996
(c) 2 Letter, dated July 11, 1996, from Heartland Advisors
to Mr. Carl Bennet of Getinge Industrier
Exhibit (a) 10
PRESS RELEASE
FOR IMMEDIATE RELEASE
Getinge, Sweden -- July 12, 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 ("Ten-
der Offer") for all outstanding shares (the "Shares") of
Common Stock (including the associated Common Stock
Purchase Rights) of MDT Corporation, a Delaware corpora-
tion (NASDAQ:MDTC) at a price of $5.50 per Share. This
price represents a $1.00 increase over the previous
Tender Offer price of $4.50 per Share.
As previously announced, Getinge has been in 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.
Getinge has been advised by Heartland that Heartland will
tender its Shares at the new Tender Offer price of $5.50
per Share, and will support Getinge's attempts to acquire
the Shares at that price, absent a superior offer emerging.
The Tender Offer will now expire at 5:00 p.m. New York
City Time on Thursday, July 25, 1996. All other terms
and conditions of the Tender Offer, including the 66 2/3%
minimum condition, remain unchanged.
At the close of business on Thursday, July 11, 1996,
approximately 2,747,931 Shares had been tendered (includ-
ing Shares tendered through guaranteed delivery proce-
dures). This number of Shares represents approximately
40.6% of the total number of MDT Shares outstanding
(excluding Shares subject to MDT's 1987 Stock Option
Plan). The number of Shares which have been tendered,
when combined with the number of Shares to be tendered by
Heartland, represent approximately 60.4% of MDT Shares
outstanding.
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)
Exhibit (c) 2
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
/s/
Eric J. Miller
Portfolio Manager
