UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Urohealth Systems, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
917272304
(CUSIP Number)
Jonathan Green, Esq.
Appaloosa Management L.P.
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
(201) 376-5400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 26, 1997
(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 .
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule
13d-1(a) 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 disclosure 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).
Exhibit Index: Page 7
Page 1 of 11 Pages<PAGE>
SCHEDULE 13D
CUSIP No. 917272304 Page 2 of 10 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Appaloosa Management L.P.
2 Check the Appropriate Box If a Member of a Group*
a.
b. X
3 SEC Use Only
4 Source of Funds*
N/A
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 of2,836,500
Shares
Beneficially 8 Shared Voting Power
Owned By-0-
Each
Reporting 9 Sole Dispositive Power
Person2,836,500
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
2,836,500
12 Check Box If the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented By Amount in Row (11)
11.91%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
SCHEDULE 13D
CUSIP No.917272304 Page 3 of 10 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David A. Tepper
2 Check the Appropriate Box If a Member of a Group*
a.
b. X
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box If Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of2,836,500
Shares
Beneficially 8 Shared Voting Power
Owned By-0-
Each
Reporting 9 Sole Dispositive Power
Person2,836,500
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
2,836,500
12 Check Box If the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented By Amount in Row (11)
11.91%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
Item 1.Security and Issuer
This statement on Schedule 13D relates to shares of
the common stock, par value $0.001 per share (the
"Shares"), of Urohealth Systems, Inc., a Delaware
corporation (the "Company"). The principal executive
offices of the Company are located at 5 Civic Plaza,
Suite 100, Newport Beach, California 92660.
Item 2.Identity and Background
This statement on Schedule 13D is being filed by
Appaloosa Management L.P., a Delaware limited
partnership (the "Manager"), and David A. Tepper ("Mr.
Tepper", and together with the Manager, the "Reporting
Persons"). A copy of the Joint Filing Agreement between
the Reporting Persons is annexed hereto as Exhibit A.
The general partner of the Manager is Appaloosa
Partners Inc., a Delaware corporation, of which Mr.
Tepper is the sole stockholder and President.
The Manager is the general partner of Appaloosa
Investment Limited Partnership I, a Delaware limited
partnership (the "Partnership"). The Manager acts as an
investment adviser to the Partnership, Palomino Fund
Ltd. ("Palomino") and Reliance Standard Life Insurance
Company ("Reliance"). Reliance is beneficially owned by
Delphi Financial Group, Inc., a publicly-held, insurance
holding company ("Delphi"). The address of the
principal business and principal office of the Manager
is 51 John F. Kennedy Parkway, Short Hills, New Jersey
07078. The business address of Mr. Tepper is 51 John F.
Kennedy Parkway, Short Hills, New Jersey 07078. The
present principal occupation or employment of Mr. Tepper
is President of Appaloosa Partners Inc. The address of
the principal business and principal office of Palomino
is c/o Trident Trust Company (Cayman) Ltd., 1 Capital
Place, P.O. Box 847, Grand Cayman, Cayman Islands. The
address of the principal business and principal office
of Reliance is 2501 Parkway, Philadelphia, Pennsylvania
19130. The address of the principal business and
principal office of Delphi is 1105 North Market Street,
Wilmington, Delaware 19899. The Partnership, Palomino
and Reliance are sometimes referred to herein
collectively as the "Accounts".
During the last five years, none of the Reporting
Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors)
or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting
in 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. Mr. Tepper is
a citizen of the United States.
Item 3. Source and Amount of Funds or Other
Consideration
Of the 2,836,500 Shares held by the Reporting
Persons, 1,388,185 Shares were purchased with the
personal funds of the Partnership, 1,129,496 Shares were
purchased with the working capital of Palomino and
318,819 Shares were purchased with the working capital
of Reliance.
Item 4.Purpose of Transaction
The purpose of the acquisition by the Reporting
Persons of the Shares is for investment. The Reporting
Persons may consider making additional purchases of the
Shares in open-market or private transactions, the
extent of which purchases would depend upon prevailing
market and other conditions. Alternatively, the
Reporting Persons may sell all or a portion of their
Shares in open-market or private transactions, depending
upon prevailing market conditions and other factors.
Except as indicated above, the Reporting Persons
have no plans or proposals which relate to or would
result in any of the events, actions or conditions
specified in paragraphs (a) through (j) of Item 4 of
this Form.
Item 5.Interest in Securities of the Issuer
(a) This statement on Schedule 13D relates to
2,836,500 Shares beneficially owned by the
Reporting Persons, which constitute approximately
11.91% of the issued and outstanding Shares.
(b) The Manager has sole voting and dispositive power
with respect to 2,836,500 Shares. Mr. Tepper has
sole voting and dispositive power with respect to
2,836,500 Shares.
(c) Within the past sixty days, the Reporting Persons
purchased and sold Shares on the dates, in the
amounts and at the prices set forth on Exhibit B
annexed hereto and incorporated by reference
herein. All of such purchases and sales were made
on the open market.
(d) Not applicable.
(e)Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer
There exist no contracts, arrangements,
understandings or relationships (legal or otherwise)
among the persons named in Item 2 and between such
persons and any persons with respect to any securities
of the Company, including but not limited to transfer or
voting of any securities, finders' fees, joint ventures,
loan or option agreements, put or calls, guarantees of
profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7.Material to Be Filed as Exhibits
Exhibit A:Joint Filing Agreement.
Exhibit B: Transactions in Shares Within Past
60 Days.
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.
Dated: July 3, 1997
Appaloosa Management L.P.
By:Appaloosa Partners Inc.,
Its General Partner
By:/s/ David A. Tepper
David A. Tepper
President
David A. Tepper
/s/ David A. Tepper
<PAGE>
EXHIBIT INDEX
Exhibit
Exhibit Name
Page
A
Joint Filing
Agreement
8
B
Transactions in
Shares Within
Past 60 Days
9
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the
Securities Exchange Act of 1934, as amended, the persons
named below each hereby agrees that the Schedule 13D
filed herewith and any amendments thereto relating to
the acquisition of shares of beneficial interest of
Urohealth Systems, Inc. is filed jointly on behalf of
each such person.
Dated: July 3, 1997
Appaloosa Management L.P.
By:Appaloosa Partners Inc.,
Its General Partner
By:/s/ David A. Tepper
David A. Tepper
President
David A. Tepper
/s/ David A. Tepper
<PAGE>
EXHIBIT B
Transactions in Shares of the Company
Within the Past Sixty Days
Appaloosa Investment Limited Partnership I
Number of
Purchase /
Price
Shares
Sale
Date
Per Share
Purchased /
Sold
P
06-24-97
7.63
48,940
P
06-24-97
7.57
40,571
P
06-24-97
7.56
92,986
S
06-24-97
7.58
3,670
P
06-25-97
6.49
192,090
P
06-25-97
6.48
51,387
S
06-25-97
6.58
4,894
P
06-25-97
6.46
34,258
P
06-25-97
6.40
3,622
P
06-26-97
5.17
420,395
P
06-26-97
4.95
6,607
S
06-26-97
5.21
979
P
06-27-97
5.12
7,341
P
06-27-97
5.31
4,894
P
06-27-97
5.19
7,341
P
06-30-97
5.20
77,912
P
06-30-97
5.31
103,509
P
07-01-97
4.81
305,875
<PAGE>
Palomino Fund Ltd.
Number of
Purchase /
Price
Shares
Sale
Date
Per Share
Purchased /
Sold
P
06-24-97
7.63
39,820
P
06-24-97
7.57
33,011
P
06-24-97
7.56
75,658
S
06-24-97
7.57
2,987
P
06-25-97
6.49
156,295
P
06-25-97
6.48
41,811
S
06-25-97
6.58
3,982
P
06-25-97
6.46
27,874
P
06-25-97
6.40
2,946
P
06-26-97
5.17
342,055
P
06-26-97
4.95
5,376
S
06-26-97
5.21
796
P
06-27-97
5.12
5,973
P
06-27-97
5.31
3,982
P
06-27-97
5.19
5,973
P
06-30-97
5.20
63,394
P
06-30-97
5.31
84,218
P
07-01-97
4.81
248,875
<PAGE>
Reliance Standard Life Insurance Company
Number of
Purchase /
Price
Shares
Sale
Date
Per Share
Purchased /
Sold
P
06-24-97
7.63
11,240
P
06-24-97
7.57
9,318
P
06-24-97
7.56
21,356
S
06-24-97
7.57
843
P
06-25-97
6.49
44,115
P
06-25-97
6.48
11,802
S
06-25-97
6.58
1,124
P
06-25-97
6.46
7,868
P
06-25-97
6.40
832
P
06-26-97
5.17
82,500
P
06-26-97
5.18
14,050
P
06-26-97
4.95
1,517
S
06-26-97
5.21
225
P
06-27-97
5.13
1,686
P
06-27-97
5.31
1,124
P
06-27-97
5.19
1,686
P
06-30-97
5.20
17,894
P
06-30-97
5.31
23,773
P
07-01-97
4.81
70,250
