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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
CATHERINES STORES CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
14916F100
(CUSIP Number)
November 30, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-(c)
[ ] Rule 13d-1(d)
*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).
Page 1 of 5 pages
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CUSIP No. 14916F100 13G Page 2 of 5 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS
HEARTLAND ADVISORS, INC.
#39-1078128
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
WISCONSIN, U.S.A.
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING 6. SHARED VOTING POWER
PERSON None
WITH
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12. TYPE OF REPORTING PERSON
IA
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CUSIP NUMBER 14916F100 Page 3 Of 5 Pages
Item 1.
(a) Name of Issuer: Catherines Stores Corporation
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(b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
3742 Lamar Avenue
Memphis, TN 38118
Item 2.
(a) Name of Person Filing: Heartland Advisors, Inc.
---------------------
(b) Address of Principal Business Office:
------------------------------------
Heartland Advisors, Inc.
790 North Milwaukee Street
Milwaukee, WI 53202
(c) Citizenship: Heartland Advisors is a Wisconsin corporation.
-----------
(d) Title of Class of Securities: Common Stock
----------------------------
(e) CUSIP Number: 14916F100
------------
Item 3. If this statement is filed pursuant to (S)(S) 240.13d-1(b) or 240.13d-
---------------------------------------------------------------------
2(b) or (c), check whether the person filing is a:
--------------------------------------------------
(a)_____ Broker or Dealer registered under Section 15 of
the Act (15 U.S.C. 78o).
(b)_____ Bank as defined in Section 3(a)(6) of
the Act (15 U.S.C. 78c).
(c)_____ Insurance company as defined in Section 3(a)(19)
of the Act (15 U.S.C.78c).
(d)_____ Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) X An investment adviser in accordance with (S) 240.13d-
----- 1(b)(1)(ii)(E);
(f)_____ An employee benefit plan or endowment fund in accordance with
(S)240.13d-1(b)(1)(ii)(F).
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(g)_____ A parent holding company or control person in accordance with
(S)240.13d-1(b)(ii)(G);
(h)_____ A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813;
(i)_____ A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15U.S.C. 80a-3);
(j)_____ Group, in accordance with (S)240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to (S)240.13d-1(c), check this box [ ].
Item 4. Ownership.
---------
For information on ownership, voting and dispositive power with
respect to the above listed shares, see Items 5-9 of the Cover Page.
Item 5. Ownership of Five Percent or Less of a Class.
--------------------------------------------
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following:[ X]
Item 6. Ownership of more than Five Percent on Behalf of Another Person.
---------------------------------------------------------------
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
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Security Being Reported on By the Parent Holding Company.
- ---------------------------------------------------------
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
---------------------------------------------------------
Not Applicable.
Item 9. Notice of Dissolution of Group.
------------------------------
Not Applicable.
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Item 10. Certification.
-------------
By signing below, I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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: December 6, 1999
HEARTLAND ADVISORS, INC.
By: PATRICK J. RETZER
Patrick J. Retzer
Senior Vice President
/s/ Patrick J.Retzer
