UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
ADVANCED MAMMOGRAPHY SYSTEMS, INC.
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
00753Q-101
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(CUSIP Number)
Jack Nelson, Chairman
Advanced NMR Systems, Inc.
46 Jonspin Road
Wilmington, MA 01887-1082
(509) 657 - 8876
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
MAY 1, 1997
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(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 Rule 13d-
1(b)(3) or (4), check the following box [ ].
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, as amended (the "Act") or
otherwise subject to the liabilities of that section of the Act
but shall be subject to all provisions of the Act (however, see
the Notes).
Page 1 of 4 Pages
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<PAGE>
SCHEDULE 13D
CUSIP No. 00753Q-101 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Advanced NMR System, Inc.
EIN: 22-2457487
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2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,250,000
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0- (See Item 5)
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PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,250,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Pursuant to Rule 13d-2 of the General Rules and
Regulations under the Act, this Amendment No. 4 amends the
Schedule 13D filed with the Commission on September 19, 1995 (the
"Statement") with respect to the common stock, $.01 par value per
share, of Advanced Mammography Systems, Inc. (the "AMS Common
Stock"), as amended by Amendment No. 1 to the Statement filed
with the Commission on February 21, 1996, Amendment No. 2 to the
Statement filed with the Commission on June 12, 1996 and
Amendment No. 3 to the Statement, dated May 16, 1997. Terms used
and not otherwise defined herein shall have the respective
meanings set forth in the Statement. Except as otherwise
expressly indicated below, the information provided in the
Statement remains in effect.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
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(a) As of May 1, 1997, Advanced NMR was the beneficial
owner of 1,250,000 shares of AMS Common Stock, or the Pledged
Shares. The 1,250,000 shares of AMS Common Stock beneficially
owned by Advanced NMR represented approximately 16.4% of the
outstanding shares of AMS Common Stock as of May 1, 1997, based
upon 7,616,254 shares of AMS Common Stock outstanding as of May
2, 1997, as reported in the AMS Form 10-Q for the quarter ended
March 31, 1997.
(b) Subject to certain limitations provided in the
Security Agreement, Advanced NMR (i) possesses the sole power to
vote 1,250,000 shares of Common Stock and (ii) does not share
voting power with respect to any shares of Common Stock under the
Pledge Agreement. Advanced NMR does not possess the power to
dispose of its Pledged Shares without the prior written consent
of USD.
(c) On May 1, 1997, Advanced NMR returned all
2,750,000 Escrow Shares to AMS after AMS failed to meet certain
specified minimum pretax income targets for AMS or certain bid
price targets for AMS Common Stock. Upon cancellation of the
Escrow Shares, Advanced NMR's beneficial ownership of AMS Common
Stock was reduced to 1,250,000 shares, and the number of issued
and outstanding shares of AMS Common Stock was reduced to
7,616,254 shares.
(d) Pursuant to the Security Agreement, USD has the
sole right to receive and hold as collateral any dividends
declared on the Pledged Shares.
(e) Not applicable.
-3-
<PAGE>
SIGNATURE
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After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
the statement is true, complete and correct.
ADVANCED NMR SYSTEMS, INC.
By: /s/ Jack Nelson
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Name: Jack Nelson
Title: Chairman of the Board
Date: May 16, 1997
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