<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 3)*
Imagyn Medical Technologies, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
45244E100
--------------------------------------
(CUSIP Number)
Kenneth Maiman, Esq.
Appaloosa Management L.P.
26 Main Street, 1st Floor
Chatham, New Jersey 07928
973-701-7000
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 13, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(f) or 13d-1(g), check the following box. / /
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6)
- -------------------------
*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> 2
CUSIP No. 45244E100 Page 2 of 6
- --------------------------------------------------------------------------------
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*
AF
- --------------------------------------------------------------------------------
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 1,696,441
SHARES ------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING ------------------------------------------------------------
PERSON
WITH 9. SOLE DISPOSITIVE POWER
1,696,441
------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,696,441
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.69%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 45244E100 PAGE 3 OF 6
- --------------------------------------------------------------------------------
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*
AF
- --------------------------------------------------------------------------------
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 of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,696,441
------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,696,441
WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,696,441
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.69%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
Page 4 of 6
AMENDMENT NO. 3 TO ORIGINAL REPORT FILED ON SCHEDULE 13D
This Amendment No. 3 to the statement on Schedule 13D filed on July 3, 1997
and the amendments previously filed thereto on December 18, 1997 and July 10,
1998 (the "Schedule 13D") on behalf of Appaloosa Management L.P. (the "Manager")
and David A. Tepper ("Mr. Tepper" and, together with the Manager, collectively,
the "Reporting Persons") relates to the shares of Common Stock (the "Shares"),
of Imagyn Medical Technologies, Inc. (f/k/a Urohealth Systems, Inc.) (the
"Company").
The purpose of this report is to report that since the Reporting Persons'
previous Schedule 13D filing, they have sold Shares and as a result of such
sales, the percentage of the Shares beneficially owned by the Reporting Persons
as reported in their prior Schedule 13D filing has decreased from 7.85% to
4.69%.
Item 2 is hereby amended and restated as follows:
Item 2. Identity and Background
This Amendment No. 3 to the statement on Schedule 13D is being filed by
the Reporting Persons. A copy of the Joint Filing Agreement between the
Reporting Persons is filed as Exhibit A to the Reporting Persons' previous
Schedule 13D filing.
The general partner of the Manager is Appaloosa Partners Inc., a Delaware
corporation, of which Mr. Tepper is the sole stockholder, sole director and
President. The other executive officers of Appaloosa Partners Inc. are: Ronald
M. Goldstein - Chief Financial Officer and Vice President; James E. Bolin -
Vice President and Secretary; and Lawrence P. O'Friel - Treasurer (Messrs.
Goldstein, Bolin and O'Friel referred to herein collectively as the "Related
Persons").
The Manager acts as general partner and/or investment adviser to certain
investment partnerships, investment funds and managed accounts (collectively,
the "Accounts"). The address of the principal business and principal office of
the Manager is 26 Main Street, 1st Floor, Chatham, New Jersey 07928. The
business address of Messrs. Tepper, Goldstein, Bolin and O'Friel is 26 Main
Street, 1st Floor, Chatham, New Jersey 07928. The present principal occupations
or employments of Messrs. Tepper, Goldstein, Bolin and O'Friel are as officers
of Appaloosa Partners Inc. and employees of the Manager.
During the last five years, none of the Reporting Persons or the Related
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. Messrs. Tepper, Goldstein, Bolin and
O'Friel are citizens of the United States.
<PAGE> 5
Page 5 of 6
Item 5 is hereby amended and restated as follows:
Item 5. Interest in Securities of the Issuer
Since the Reporting Person's previous Schedule 13D filing on July 10, 1998,
the Reporting Persons have sold, on behalf of the Accounts, a net aggregate of
1,146,100 Shares in the open market.
(a) This Amendment No. 3 to the Schedule 13D relates to 1,696,441 Shares
beneficially owned by the Reporting Persons, which constitute approximately
4.69% of the issued and outstanding Shares. Since the filing of Amendment No. 2
to the Schedule 13D on July 10, 1998 and as of the date hereof, through sales of
Shares, the Reporting Persons have reduced the number of Shares they
beneficially own by 1,146,100 Shares.
(b) The Manager has sole voting and dispositive power with respect to
1,696,441 Shares. Mr. Tepper has sole voting and dispositive power with respect
to 1,696,441 Shares.
(c) The following tables detail the transactions by Reporting Persons, on
behalf of the Accounts, that have occurred since the Reporting Persons' previous
Schedule 13D filing on July 10, 1998. All of the transactions reported below
were sales that took place in the open market and all of the transactions were
sales of Shares.
<PAGE> 6
Page 6 of 6
<TABLE>
<CAPTION>
Date of Sale Price Per Share Number of Shares Sold
- -----------------------------------------------------------------------------
<S> <C> <C>
July 10, 1998 $0.3575 181,500
July 10, 1998 $0.375 4,000
July 13, 1998 $0.6576 549,700
July 13, 1998 $0.5156 10,000
July 14, 1998 $0.3439 137,900
July 15, 1998 $0.3770 263,000
</TABLE>
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.
July 16, 1998
-------------------
Date
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
-------------------
