UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
InterWest Medical Corporation
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
460909104
(CUSIP Number)
September 29, 1998
(Date of Event Which Requires Filing of this Statement)
*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 disclosure
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).
CUSIP NO. 460909104
Page 1 of 4
<PAGE>
CUSIP No. 460909104 SCHEULE 13D
________________________________________________________________________________
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (Entities Only)
Bruce Paul
________________________________________________________________________________
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [_]
b. [x]
________________________________________________________________________________
3 SEC Use Only
________________________________________________________________________________
4 Source of Funds
PF
________________________________________________________________________________
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) OR 2(c) [_]
N/A
________________________________________________________________________________
6 Citizenship or Place of Organization
United States
________________________________________________________________________________
7 Sole Voting Power
Number of 0
Shares _________________________________________________________________
8 Shared Voting Power
Beneficially
0
Owned by
_________________________________________________________________
Each 9 Sole Dispositive Power
Reporting 0
Person _________________________________________________________________
10 Shared Dispositive Power
With
0
________________________________________________________________________________
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
________________________________________________________________________________
12 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
[_]
________________________________________________________________________________
13 Percent of Class Represented by Amount in Row 9
0%
________________________________________________________________________________
14 Type of Reporting Person (see Instructions)
IN
________________________________________________________________________________
Page 2 of 4
<PAGE>
CUSIP No. 460909104
Item 1. Security and Issuer
Common Stock
$.001 par value
InterWest Medical Corporation
3221 Hulen Street, Suite C
Fort Worth, Texas 76107-6193
Item 2. Identity and Background
(a) Bruce Paul
(b) One Hampton Road
Purchase, NY 10577
(c) Private Investor
One Hampton Road
Purchase, NY 10577
(d) During the last five years, the Reporting Person was not
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, the Reporting Person was not a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction which resulted in his being
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation
with respect to such laws.
(f) United States
Item 3. Source and Amount of Funds or Other Consideration
N/A
Item 4. Purpose of Transaction
On September 29, 1998, the Reporting Person sold all of his stock of
the Issuer (including stock held as custodian for his children) in a
private transaction to reduce his holdings in the Issuer to zero.
Page 3 of 4
<PAGE>
CUSIP No. 460909104
Item 5. Interest in Securities of Issuer
0
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
The Reporting Person and the Issuer executed a letter agreement dated
September 29, 1998 in which the Reporting Person agreed not to
directly or indirectly acquire any other securities of the Issuer or
to encourage or assist any other persons or firms in acquiring such
securities.
The Reporting Person has no other contracts, arrangements,
understandings or relationships (legal or otherwise) among any other
persons with respect to any securities of the Issuer including, but
not limited to, transfer or voting of any of the securities, finders
fees, joint ventures, loan or option arrangements, put or calls,
guarantees of profits, division of profits, loss, in the giving or
withholding of proxies.
Item 7. Materials to be Filed as Exhibits
Exhibit 1 September 29, 1998 letter agreement between the
Reporting Person and the Issuer.
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.
10/8/98
------------------------------
Date
/s/ Bruce Paul
------------------------------
Bruce Paul
Page 4 of 4
InerWest Medical Corporation
Arlington Heights Professional Office Bldg.
3221 Hulen Street, Suite C
Fort Worth, Texas 76107-6193
September 29, 1998
Via FAX 914-251-0542
Bruce Paul
1 Hampton Road
Purchase, NY 10577
Dear Bruce:
This letter will confirm the oral agreement we reached yesterday concerning
the sale by you to Roche Canyon Convalescent Center, Inc. ("Roche") of a total
of 2,225,500 shares of common stock of Interwest Medical Corporation ("Shares")
for a total purchase price of $399,590.00.
The Shares are owned as follows:
Bruce Paul 2,065,500
Bruce Paul, Custodian for Jason Paul 65,000
Bruce Paul, Custodian for Ryan Paul 95,000
----------
Total 2,225,500
The shares are now held in street name. You will promptly have such shares
reissued in the appropriate names. You will then execute the certificate
representing the Shares, with signature appropriately guaranteed, attach them to
a 7-day draft and send them through your bank for collection.
Roche's bank is Frost National Bank, 4200 Hulen Street, Fort Worth, Texas
76109, Attn: Collection Department. Please note on the draft to call Arch B.
Gilbert 731-2743, Roche's account number is 000 36483.
As part of this agreement,you agree that you will not directly or
indirectly acquire any other securities of Interwest Medical Corporation or
encourage or assist other persons or firms in acquiring such securities.
<PAGE>
Please execute a copy of this letter and return it by fax (817) 731-2768 to
reflect your agreement to these terms.
Roche Canyon Convalescent Center Inc.
By: /s/ Arch B. Gilbert
-------------------------------
President
/s/ Bruce Paul
- ----------------------------------
Bruce Paul
