SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
OEC Medical Systems, Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
670828102
(CUSIP Number)
Mara H. Rogers, Esq.
Fulbright & Jaworski L.L.P.
666 Fifth Avenue
New York, NY 10103-3198
(212) 318-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 3, 1999
(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 ss.ss.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 ss.240.13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 9 Pages)
- ------------------
* 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 disclosures provided in a prior cover page.
The information required on 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>
CUSIP No. 670828102 13D Page 2 of 9 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Forstmann-Leff Associates Inc.
13-3131718
2 Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ]
3 SEC Use Only
4 Source of Funds*
OO
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
New York
7 Sole Voting Power
NUMBER OF 236,020 shares
SHARES
BENEFICIALLY 8 Shared Voting Power
OWNED BY 2,788,200 shares
EACH
REPORTING 9 Sole Dispositive Power
PERSON 243,835 shares
WITH
10 Shared Dispositive Power
2,794,100 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,037,935 shares (includes shares beneficially owned by FLA Advisers
L.L.C., FLA Asset Management Inc. and Stamford Advisers Corp.)
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
23.8%
14 Type of Reporting Person*
IA, CO
- -------- ----------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 670828102 13D Page 3 of 9 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
FLA Advisers L.L.C.
13-3942422
2 Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ]
3 SEC Use Only
4 Source of Funds*
OO
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
New York
7 Sole Voting Power
NUMBER OF None
SHARES
BENEFICIALLY 8 Shared Voting Power
OWNED BY 2,788,090 shares
EACH
REPORTING 9 Sole Dispositive Power
PERSON None
WITH
10 Shared Dispositive Power
2,788,090 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,788,090 shares (includes shares beneficially owned by Stamford
Advisers Corp.)
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
21.9%
14 Type of Reporting Person*
IA, OO
- ------- -----------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 670828102 13D Page 4 of 9 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
FLA Asset Management Inc.
13-29256626
2 Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ]
3 SEC Use Only
4 Source of Funds*
OO
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
NUMBER OF None
SHARES
BENEFICIALLY 8 Shared Voting Power
OWNED BY 7,700 shares
EACH
REPORTING 9 Sole Dispositive Power
PERSON None
WITH
10 Shared Dispositive Power
13,600 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
13,600 shares
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
0.1%
14 Type of Reporting Person*
IA, CO
- ------- -----------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 670828102 13D Page 5 of 9 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Stamford Advisers Corp.
13-3421433
2 Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ]
3 SEC Use Only
4 Source of Funds*
OO
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
New York
7 Sole Voting Power
NUMBER OF None
SHARES
BENEFICIALLY 8 Shared Voting Power
OWNED BY 24,700 shares
EACH
REPORTING 9 Sole Dispositive Power
PERSON None
WITH
10 Shared Dispositive Power
24,700 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
24,700 shares
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
0.2%
14 Type of Reporting Person*
IA, CO
- ------- ------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 9 Pages
Preliminary Note
This Amendment No. 1 ("Amendment No. 1") amends the Statement on Schedule
13D ("Schedule 13D") filed on April 1, 1999 by Forstmann-Leff Associates Inc.,
FLA Advisers L.L.C. ("FLA Advisers"), FLA Asset Management Inc. and Stamford
Advisers Corp.(collectively, the "reporting persons"), with respect to their
beneficial ownership of common stock, par value $0.01 per share (the "Common
Stock") of OEC Medical Systems, Inc. (the "Issuer"). This Amendment No. 1 is
being filed to report that, as indicated in Item 5(d), effective as of May 3,
1999, the interest in the Common Stock of the Issuer of one of FLA Advisers'
clients, FLA International Fund, Ltd., a Bermuda investment company, increased
to more than five percent of the total outstanding Common Stock of the Issuer.
There has been no change in the information set forth in the Schedule 13D in
response to Items 1, 2, 4 and 6 of the Schedule 13D. Accordingly, those items
are omitted from this Amendment No. 1. Capitalized terms used herein and not
defined herein have the meaning ascribed thereto in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Since the filing of the Schedule 13D, Forstmann-Leff Associates, Inc. used
funds derived from clients' assets under management at an aggregate cost,
including brokerage commissions, of $76,072.50, to purchase 3,150 shares of
Common Stock of the Issuer.
<PAGE>
Page 7 of 9 Pages
Item 5. Interest in the Securities of the Issuer
(a) See Items 11 and 13 of the cover pages attached hereto.
(b) See Items 7, 8, 9 and 10 of the cover pages attached hereto.
(c) Since the filing of the Schedule 13D, the following transactions
involving the Issuer's Common Stock were effected by the reporting
persons:
On April 20, 1999, Forstmann-Leff Associates Inc. purchased in the open
market 510 shares of the Issuer's Common Stock at a price per share of $25.25.
On May 3, 1999, Forstmann-Leff Associates Inc. purchased in the open market
2,640 shares of the Issuer's Common Stock at a price per share of $23.94.
(d) Various clients of the reporting persons have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Common Stock of the Issuer. No one client's interest in the Common Stock of
the Issuer is more than five percent of the total outstanding Common Stock,
other than for FLA International Fund, Ltd., a Bermuda investment company, which
holds a 5.6% interest in the Common Stock of the Issuer. This Amendment No. 1 is
being filed to report that, effective as of May 3, 1999, FLA International Fund,
Ltd.'s interest in the Common Stock of the Issuer increased to more than five
percent of the total outstanding Common Stock of the Issuer.
(e) Not applicable.
The number of shares beneficially owned by each of the reporting
persons and the percentage of outstanding shares represented thereby, have been
computed in accordance with Rule 13d-3 under the Securities Exchange Act of
1934, as amended. The ownership of the reporting persons is based on 12,753,477
outstanding shares of the Issuer's Common Stock as of March 1, 1998, as reported
in the Issuer's Annual Report on Form 10-K for the fiscal year ended December
31, 1998, as filed with the Securities and Exchange Commission on March 25,
1999.
Item 7. Materials to be Filed as Exhibits
Exhibit A. Agreement of Joint Filing.
<PAGE>
Page 8 of 9 Pages
SIGNATURES
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.
May 10, 1999
FORSTMANN-LEFF ASSOCIATES INC.
By: /s/ Peter A. Lusk
Peter A. Lusk
Executive Vice President
FLA ADVISERS L.L.C.
By: /s/ Peter A. Lusk
Peter A. Lusk
Managing Member
FLA ASSET MANAGEMENT INC.
By: /s/ Peter A. Lusk
Peter A. Lusk
Executive Vice President
STAMFORD ADVISERS CORP.
By: /s/ Peter A. Lusk
Peter A. Lusk
President
<PAGE>
Page 9 of 9 Pages
Exhibit A
AGREEMENT OF JOINT FILING
The undersigned, Forstmann-Leff Associates Inc., FLA Advisers L.L.C.,
FLA Asset Management Inc. and Stamford Advisers Corp., hereby agree to the joint
filing with all other reporting persons (as such term is defined in Schedule
13D) of a statement on Schedule 13D or any amendments thereto, with respect to
the Common Stock of OEC Medical Systems, Inc. and that this Agreement be
included as an Exhibit to such filing made on their behalf.
This Agreement may be executed in any number of counterparts each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on
the 10th day of May, 1999.
FORSTMANN-LEFF ASSOCIATES INC.
By: /s/ Peter A. Lusk
Peter A. Lusk
Executive Vice President
FLA ADVISERS L.L.C.
By: /s/ Peter A. Lusk
Peter A. Lusk
Managing Member
FLA ASSET MANAGEMENT INC.
By: /s/ Peter A. Lusk
Peter A. Lusk
Executive Vice President
STAMFORD ADVISERS CORP.
By: /s/ Peter A. Lusk
Peter A. Lusk
President
<PAGE>
