<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
RIGHTCHOICE MANAGED CARE, INC.
(Name of Issuer)
CLASS A
COMMON STOCK
(Title of Class of Securities)
76657K101
(CUSIP Number)
June 30, 2000
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(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 6 pages
<PAGE>
CUSIP NO. 76657K101 13G Page 2 of 6 Pages
---------
------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1. I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS
HEARTLAND ADVISORS, INC.
#39-1078128
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2. (a) [_]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3.
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4. WISCONSIN, U.S.A.
------------------------------------------------------------------------------
SOLE VOTING POWER
5. 470,100
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6. None
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7. 1,151,700
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8. None
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9. 1,151,700
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10.
[_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11. 31.0%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
12. IA
------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 76657K101 13G Page 3 of 6 Pages
---------
------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1. I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS
WILLIAM J. NASGOVITZ ###-##-####
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2. (a) [_]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3.
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4. U.S.A.
------------------------------------------------------------------------------
SOLE VOTING POWER
5.
NUMBER OF
624,100
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6.
OWNED BY None
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7.
REPORTING
None
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8.
None
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9.
624,100
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10.
[_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.
16.8%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
12.
IN
------------------------------------------------------------------------------
<PAGE>
CUSIP NUMBER 76657K101 Page 4 Of 6 Pages
Item 1.
(a) Name of Issuer: Rightchoice Managed Care, Inc.
--------------
(b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
1831 Chestnut Street
St. Louis, MO 63103-2275
Item 2.
(a) Name of Person Filing:
---------------------
(1) Heartland Advisors, Inc.
(2) William J. Nasgovitz
(b) Address of Principal Business Office:
------------------------------------
(1) 789 North Water Street (2) 789 North Water Street
Milwaukee, WI 53202 Milwaukee, WI 53202
(c) Citizenship: Heartland Advisors is a Wisconsin corporation.
-----------
William J. Nasgovitz - U.S.A
(d) Title of Class of Securities: Class A Common Stock
----------------------------
(e) CUSIP Number: 76657K101
------------
Item 3. The persons filing this Schedule 13G are Heartland Advisors, Inc., an
investment adviser registered with the SEC, and William J. Nasgovitz, President
and principal shareholder of Heartland Advisors, Inc. Mr. Nasgovitz joins in
this filing pursuant to SEC staff positions authorizing certain individuals in
similar situations to join in a filing with a controlled entity eligible to file
on Schedule 13G. The reporting persons do not admit that they constitute a
group.
Item 4. Ownership.
---------
(a) Amount beneficially owned:
--------------------------
1,151,700 shares may be deemed beneficially owned within the meaning
of Rule 13d-3 of the Securities Exchange Act of 1934 by (1) Heartland
Advisors, Inc. by virtue of its investment discretion and in some
cases voting power over client securities, which may be revoked; and
(2) William J. Nasgovitz, as a result of his position with and stock
ownership of Heartland which could be deemed to confer upon him voting
and/or investment power over the shares Heartland beneficially owns.
Of these 1,151,700 shares, 624,100 shares also may be deemed
beneficially owned within the meaning of Rule 13d-3 of the Securities
Exchange Act of 1934 by Mr. Nasgovitz as a result of his position as
an officer and director of Heartland Group, Inc. which could be deemed
to confer upon him voting power over the shares Heartland Group
beneficially owns.
(b) Percent of Class:
-----------------
31.0%
(c) For information on voting and dispositive power with respect to the
above listed shares, see Items 5-8 of the Cover Page.
<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:[ ]
Item 6. Ownership of more than Five Percent on Behalf of Another Person.
---------------------------------------------------------------
The shares of common stock to which this Schedule relates are held in
investment advisory accounts of Heartland Advisors, Inc. As a result, various
persons have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the securities. The interests
of one such account, Heartland Value Fund, a series of Heartland Group, Inc., a
registered investment company, relates to more than 5% of the class.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
----------------------------------------------------------------------
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.
Item 10. Certification.
-------------
By signing below, the undersigned certify that, to the best of their
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: July 6, 2000
HEARTLAND ADVISORS, INC.
By: PAUL T. BESTE
Paul T. Beste
Chief Operating Officer
EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement
<PAGE>
EXHIBIT 1
Joint Filing Agreement
The undersigned persons agree and consent to the joint filing on their behalf of
this Schedule 13G in connection with their beneficial ownership of Rightchoice
Managed Care, Inc. at June 30, 2000.
Heartland Advisors, Inc.
/s/ PAUL T. BESTE
By: Paul T. Beste
Title: Chief Operating Officer
William J. Nasgovitz
/s/ WILLIAM J. NASGOVITZ
President and principal shareholder of Heartland Advisors, Inc.
