Appaloosa Management LP et al – ‘SC 13D’ on 8/7/97 re: Imagyn Medical Inc

As of:  Thursday, 8/7/97   ·   Accession #:  923088-97-13   ·   File #:  5-47905

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General Statement of Beneficial Ownership   —   Schedule 13D
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Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             13±    48K 

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SC 13D
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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                          

SC 13D
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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!                         

SC 13D
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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!                         

SC 13D
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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                                                     

SC 13D
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EXHIBIT INDEX                         

Exhibit                                                                         
Exhibit Name                                                                    
Page                                                                            

A                                                                               
Joint Filing                                                                    
Agreement                                                                       
8                                                                               

B                                                                               
Transactions in                                                                 
Shares Within                                                                   
Past 60 Days                                                                    
9                                                                               

SC 13D
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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                                                     

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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                                                                          

SC 13D
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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                                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

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		8/6/97		1
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