-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QnhSSU6WdVwQipz7wThOcke5TdnBErJ+1T/ESQfwQHXJk7Uz234uFKRf1peHhpou vwm09sM2xmsPt68k5vONog== 0000950131-98-002380.txt : 19980407 0000950131-98-002380.hdr.sgml : 19980407 ACCESSION NUMBER: 0000950131-98-002380 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980406 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EXECUTONE INFORMATION SYSTEMS INC CENTRAL INDEX KEY: 0000725282 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 860449210 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-36502 FILM NUMBER: 98587925 BUSINESS ADDRESS: STREET 1: 478 WHEELERS FARMS RD CITY: MILFORD STATE: CT ZIP: 06460 BUSINESS PHONE: 2038767600 MAIL ADDRESS: STREET 1: 478 WHEELERS FARMS RD CITY: MILFORD STATE: CT ZIP: 06460-1847 FORMER COMPANY: FORMER CONFORMED NAME: VODAVI TECHNOLOGY CORP DATE OF NAME CHANGE: 19880802 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEARTLAND ADVISORS INC CENTRAL INDEX KEY: 0000937394 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 391078128 STATE OF INCORPORATION: WI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 790 NORTH MILWAUKEE STREET CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4143477777 MAIL ADDRESS: STREET 1: 790 NORTH MILWAUKEE STREET CITY: MILWAUKEE STATE: WI ZIP: 53202 SC 13D 1 SCHEDULE 13D-EXECUTONE INFORMATION SYSTEMS, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* EXECUTONE INFORMATION SYSTEMS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 301607107 (CUSIP Number) Jilaine Hummel Bauer Senior 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) March 26, 1998 (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 (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ X ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See (S)240.13d-7(b) 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). SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 301607107 PAGE 1 OF 6 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HEARTLAND ADVISORS, INC. #39-1078128 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 00 - Funds of investment advisory clients - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 WISCONSIN, U.S.A. - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 8,532,600 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 None OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 9,157,600 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 None - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 9,157,600 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 18.4% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 IA - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 301607107 13D Item 1. Security and Issuer. -------------------- This statement relates to the shares of the common stock, $0.01 par value per share, of Executone Information Systems, Inc. (the "Shares"), a Virginia Corporation (the "Company"). The principal executive offices of the Company are located at 478 Wheelers Farm Road, Milford, CT 06460. Item 2. Identity and Background. ------------------------ This statement is being filed by 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"). William J. 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 is set forth in Schedule A hereto. Item 3. Source and Amount of Funds or Other Consideration. -------------------------------------------------- The Heartland Small Cap Contrarian Fund (the "Heartland Fund"), a series of Heartland Group, holds an aggregate of 2,800,000 Shares, which were purchased for cash in the amount of $6,066,329.25, 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 6,357,600 Shares, which were purchased for cash, or on margin in accordance with margin agreements on industry standard terms, in the amount of $14,342,741.68, including brokerage commissions. Except for margin purchases, 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. ---------------------- The purpose of HAI in having the Heartland Fund and the Accounts purchase Shares was to acquire an 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. At the request of a representative of the Company, an HAI analyst met with two of the Company's Directors so that they could personally advise HAI of potential strategic alternatives that the Company is considering. The two Directors advised HAI that the Company is considering a sale or spin-off of part or all of its business lines, and concurrently is searching for a new Chief Executive Officer to lead the Company in restructuring any operations that it ultimately is unable to sell or determines not to sell. HAI indicated that it would consider and be willing to support proposals in this regard if shareholders were asked to do so, assuming of course, in the case of the sale of one or more of the Company's business lines, that the terms are acceptable, and, in the case of the appointment of a new Chief Executive Officer, that the credentials of the person selected are strong and appropriate for the restructuring of any retained business operations. HAI did not provide, nor was it asked to support, any specific recommendations. Except as set forth herein, HAI has no 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. As permitted by law, HAI may 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. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) As investment advisor to the Heartland Fund and the Accounts, HAI may be deemed the beneficial owner of 9,157,600 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) HAI, as investment advisor to the Heartland Fund and the Accounts, has sole power to dispose of all 9,157,600 Shares held by the Heartland Fund and the Accounts. HAI has sole power to vote the 2,800,000 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 sole power to vote or direct the voting of 5,732,600 Shares, and no power to vote or to direct the voting of 625,000 Shares, owned by the Accounts. To the best knowledge of HAI, other than 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) Within the 60 days preceding the date hereof, HAI effected the following sale transactions on behalf of the Accounts, all of which were executed through the Nasdaq National Market System:
Date of Transaction No. of Shares Price Per Share Broker ------------------- ------------- --------------- ----- 2/23/98 2,500 $2.40625 Dain Bosworth, Inc. 3/2/98 30,000 $ 2.375 Furman Selz LLC 3/10/98 5,000 $2.28125 Heartland Advisors, Inc. 3/18/98 4,000 $ 2.375 Heartland Advisors, Inc. 3/18/98 2,000 $ 2.375 Heartland Advisors, Inc.
Within the 60 days preceding the date hereof, HAI effected the following purchase transaction on behalf of the Accounts which was executed through the Nasdaq National Market System:
Date of Transaction No. of Shares Price Per Share Broker ------------------- ------------- --------------- ------ 2/10/98 10,000 $2.375 Herzog Heine & Geduld
(d) Since 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 interest of the Heartland Small Cap Contrarian Fund individually relates 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 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. 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 6, 1998 HEARTLAND ADVISORS, INC. By: PATRICK J. RETZER Patrick J. Retzer Senior Vice President/Treasurer 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. Name Principal Occupation - -------------------------------------------------------------------------------- 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. Jilaine H. Bauer Senior Vice President and General Counsel, Heartland Advisors, Inc. Kenneth J. Della Chief Financial Officer, Heartland Advisors, 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. Paul T. Beste Investment Operations Officer, Heartland Advisors, Inc.; Vice President and Principal Accounting Officer, Heartland Group, Inc. -----END PRIVACY-ENHANCED MESSAGE-----