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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12 )*
REXWORKS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
761903103
(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)
April 17, 1997
(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. 761903103 13D
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WILLIAM J. NASGOVITZ
####-##-####
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)
PF and 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
UNITED STATES
<TABLE>
<S> <C>
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 236,200
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING 221,500
PERSON
WITH 9. SOLE DISPOSITIVE POWER
236,200
10. SHARED DISPOSITIVE POWER
222,000
</TABLE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
458,200
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions).
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.2%
14. TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 761903103 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.
<TABLE>
<S> <C>
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING 220,500
PERSON
WITH 9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
221,000
</TABLE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
221,000
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions).
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
14. TYPE OF REPORTING PERSON (See Instructions)
IA
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CUSIP No. 761903103 13D
Item 1. Security and Issuer.
This statement relates to the shares of the common stock, par value $.12,
of Rexworks, Inc. (the "Shares"), a Delaware Corporation (the "Company"). The
principal executive offices of the Company are located at 445 West Oklahoma
Avenue, Milwaukee, WI 53207.
Item 2. Identity and Background.
This statement is being filed by William J. Nasgovitz and 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").
Mr. 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.
Mr. Nasgovitz has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding been subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Over the past several years, Mr. Nasgovitz has expended a total of
$783,771 of personal funds for the purchase of 236,200 Shares. Purchases of
1,000 Shares for the account of Marian Nasgovitz, custodian for Sarah
Nasgovitz, totaled $4,000 from personal funds.
The Heartland Value Fund (the "Heartland Fund"), a series of Heartland
Group, holds an aggregate of 185,500 Shares, which were purchased for cash in
the amount of $940,211, 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 35,500 Shares, which were purchased for
cash in the amount of $148,585, 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.
All purchases of Shares by Mr. Nasgovitz for his personal account have
been for investment. 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.
As permitted by law, Mr. Nasgovitz and HAI may each 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.
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Neither Mr. Nasgovitz nor HAI has any 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 5. Interest in Securities of the Issuer.
(a) As a controlling person of HAI, Mr. Nasgovitz may be deemed the
beneficial owner of 458,200 Shares of the Company. As investment advisor to
the Heartland Fund and the Accounts, HAI may be deemed the beneficial owner of
221,000 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) Mr. Nasgovitz, in his personal capacity, has sole voting and
dispositive power with respect to the 236,200 Shares held personally. Mr.
Nasgovitz, as a controlling person of HAI, may be deemed to have shared voting
power with respect to the 185,500 Shares held by the Heartland Fund and 35,000
Shares held in the Accounts, and shared dispositive power with respect to the
185,500 Shares held by the Heartland Fund and 35,500 Shares held in the
Accounts. Mr. Nasgovitz has no power to direct the voting of 500 Shares owned
by the Accounts. In addition, Mr. Nasgovitz may be deemed to have shared
voting and dispositive power with respect to the 1,000 Shares held in the
account of Marian Nasgovitz, custodian for Sarah Nasgovitz. HAI, as investment
advisor to the Heartland Fund and the Accounts, may be deemed to have shared
power to dispose of all 221,000 Shares held by the Heartland Fund and the
Accounts. HAI has shared power to vote the 185,500 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
shared power to vote or direct the voting of 35,000 Shares, and no power to
vote or to direct the voting of 500 Shares, owned by the Accounts. To the best
knowledge of HAI, other than Kevin D. Clark, who has the sole power to vote and
dispose of 500 Shares of the Company, and 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) On April 17, 1997, options held by Mr. Nasgovitz to purchase 15,000
Shares expired without exercise. 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 certain of 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
interests of Mr. Nasgovitz and the Heartland Fund each individually relate 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 Mr. Nasgovitz, 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.
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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: April 24, 1997
By: WILLIAM J. NASGOVITZ
William J. Nasgovitz
President, HEARTLAND ADVISORS, INC.
HEARTLAND ADVISORS, INC.
By: PATRICK J. RETZER
Patrick J. Retzer
Senior 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.
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION
---- --------------------
<S> <C>
William J. Nasgovitz Director, President, Heartland Advisors, Inc.;
Director, President, Heartland Group, Inc.
Patrick J. Retzer Director, Senior 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 Senior Vice President and General Counsel,
Heartland Advisors, Inc.
Kenneth J. Della Chief Financial Officer, Heartland Advisors,
Inc.
Lois J. Schmatzhagen Secretary, Heartland Advisors, Inc.; Secretary
Heartland Group, Inc.
Kevin D. Clark Senior Vice President - Trading, Heartland
Advisors, Inc.
Eric J. Miller Senior Vice President, Heartland Advisors, Inc.
</TABLE>
