RIGHTCHOICE MANAGED CARE INC
SC 13G/A, 2000-10-10
HOSPITAL & MEDICAL SERVICE PLANS
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<PAGE>

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549



                                  SCHEDULE 13G



                   Under the Securities Exchange Act of 1934

                              (Amendment No. 10)*


                         RIGHTCHOICE MANAGED CARE, INC.
                                (Name of Issuer)

                                    CLASS A
                                  COMMON STOCK
                         (Title of Class of Securities)


                                   76657K101
                                 (CUSIP Number)


                               September 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



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
     OWNED BY               209,600
       EACH
     REPORTING          6.  SHARED VOTING POWER
      PERSON
       WITH                 None

                        7.  SOLE DISPOSITIVE POWER

                            846,300

                        8.  SHARED DISPOSITIVE POWER

                            None
-------------------------------------------------------------

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     846,300

10.  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ______


11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     22.8%

12.  TYPE OF REPORTING PERSON

           IA
<PAGE>

CUSIP No. 76657K101                  13G                    Page 3 of 6 Pages



1.  NAME OF REPORTING PERSONS
    I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS

         WILLIAM J. NASGOVITZ        ###-##-####


2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                                             (a) [ ]
                                             (b) [ ]

3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION

              U.S.A.

-------------------------------------------------------------
     NUMBER OF          5.  SOLE VOTING POWER
SHARES BENEFICIALLY
     OWNED BY               624,100
       EACH
     REPORTING          6.  SHARED VOTING POWER
      PERSON
       WITH                 None

                        7.  SOLE DISPOSITIVE POWER

                            None

                        8.  SHARED DISPOSITIVE POWER

                            None
-------------------------------------------------------------

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     624,100

10.  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ______


11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

       16.8%

12.  TYPE OF REPORTING PERSON

           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:
        --------------------------

        846,300 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 846,300 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:
        -----------------
        22.8%


    (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: October 4, 2000

WILLIAM J. NASGOVITZ                HEARTLAND ADVISORS, INC.

By: /s/ PAUL T. BESTE               By: /s/ PAUL T. BESTE
---------------------               ---------------------
    Paul T. Beste                       Paul T. Beste
    As Attorney in Fact for             Chief Operating Officer
    William J. Nasgovitz


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 September 30, 2000.



WILLIAM J. NASGOVITZ

By: /s/ PAUL T. BESTE
        -------------
        Paul T. Beste
As Attorney in Fact for William J. Nasgovitz



HEARTLAND ADVISORS, INC.


By: /s/ PAUL T. BESTE
        -------------
        Paul T. Beste
        Chief Operating Officer


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