UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Imagyn Medical, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
45245K105
(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)
August 6, 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 10 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 45245K105 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 of433,600
Shares
Beneficially 8 Shared Voting Power
Owned By-0-
Each
Reporting 9 Sole Dispositive Power
Person433,600
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
433,600
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares*
13 Percent of Class Represented By Amount in Row (11)
5.42%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No.45245K105 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 of433,600
Shares
Beneficially 8 Shared Voting Power
Owned By-0-
Each
Reporting 9 Sole Dispositive Power
Person433,600
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
433,600
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares*
13 Percent of Class Represented By Amount in Row (11)
5.42%
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
Imagyn Medical, Inc., a Delaware corporation (the "Company").
The principal executive offices of the Company are located
at 27651 La Paz Road, Laguna Miguel, California 92677.
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"1-
.
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 433,600 Shares held by the Reporting Persons,
337,258 Shares were purchased with the personal funds of the
Partnership, 18,318 Shares were purchased with the working
capital of Palomino and 78,024 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 433,600
Shares beneficially owned by the Reporting Persons,
which constitute approximately 5.42% of the issued and
outstanding Shares.
(b) The Manager has sole voting and dispositive power with
respect to 433,600 Shares. Mr. Tepper has sole voting
and dispositive power with respect to 433,600 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: August 7, 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 Imagyn Medical, Inc. is filed
jointly on behalf of each such person.
Dated: August 7, 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
Shares
Purchase
/
Trade
Purchased
/
Price per
Sale
Date
Sold
Share
P
07-02-97
7,341
5.5608
P
07-11-97
3,670
6.0000
P
07-14-97
2,447
6.0000
S
07-16-97
1,225
6.5750
P
07-18-97
490
6.8000
P
07-18-97
9,788
6.7500
P
07-21-97
108,160
6.7500
P
07-22-97
38,550
6.7729
P
07-22-97
8,130
6.7500
P
07-24-97
4,065
6.6250
P
07-24-97
28,055
6.6478
P
07-25-97
4,065
6.3750
P
07-28-97
4,065
6.2500
P
07-29-97
1,220
6.3000
P
07-30-97
2,025
6.2500
P
07-31-97
2,430
6.2375
P
08-01-97
810
6.2375
P
08-01-97
4,065
6.3100
P
08-04-97
8,100
6.1875
P
08-06-97
9,477
6.2500
P
08-06-97
56,700
6.6875
P
08-06-97
20,250
6.7275
P
08-07-97
12,150
6.7275
P
08-07-97
2,430
6.7500
<PAGE>
Palomino Fund Ltd.
Number
of
Shares
Purchase
/
Trade
Purchased
/
Price per
Sale
Date
Sold
Share
P
07-02-97
5,973
5.5608
P
07-11-97
2,987
6.0000
P
07-14-97
1,991
6.0000
S
07-16-97
995
6.5750
P
07-18-97
398
6.8000
P
07-18-97
7,964
6.7500
Reliance Standard Life Insurance Company
Number
of
Shares
Purchase
/
Trade
Purchased
/
Price per
Sale
Date
Sold
Share
P
07-02-97
1,686
5.5608
P
07-11-97
1,405
6.0000
S
07-16-97
280
6.5750
P
07-18-97
112
6.8000
P
07-18-97
2,248
6.7500
P
07-21-97
24,840
6.7500
P
07-22-97
8,850
6.7729
P
07-22-97
1,870
6.7500
P
07-24-97
935
6.6250
P
07-24-97
6,445
6.6478
P
07-25-97
935
6.3750
P
07-28-97
935
6.2500
P
07-29-97
280
6.3000
P
07-30-97
475
6.2500
P
07-31-97
530
6.2375
P
08-01-97
140
6.2375
P
08-01-97
935
6.3100
P
08-04-97
1,900
6.1875
P
08-06-97
2,223
6.2500
P
08-06-97
13,300
6.6875
P
08-06-97
4,750
6.7275
P
08-07-97
2,850
6.7275
P
08-07-97
570
6.7500
