-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NHXJ3yDiHb6v88We4tsoF6zwqAekKgeS8OfqZxxy4WsYn9QbeHx29n+yn41PZyVP fxfBej0vyxyBHxo9XlcVoA== 0000891554-98-001298.txt : 19981012 0000891554-98-001298.hdr.sgml : 19981012 ACCESSION NUMBER: 0000891554-98-001298 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981009 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERWEST MEDICAL CORP CENTRAL INDEX KEY: 0000717197 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 751864474 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-41661 FILM NUMBER: 98723781 BUSINESS ADDRESS: STREET 1: 3221 HULEN ST STE C STREET 2: ARLINGTON HEIGHTS PROFESSIONAL OFF BLDG CITY: FORT WORTH STATE: TX ZIP: 76107-6193 BUSINESS PHONE: 8177312743 MAIL ADDRESS: STREET 1: 3221 HULEN STREET STREET 2: STE C CITY: FORT WORTH STATE: TX ZIP: 76107-6193 FORMER COMPANY: FORMER CONFORMED NAME: SURGERY CENTERS CORP DATE OF NAME CHANGE: 19850808 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PAUL BRUCE CENTRAL INDEX KEY: 0000897484 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 128325115 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE HAMPTON ROAD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9142511850 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* InterWest Medical Corporation (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 460909104 (CUSIP Number) September 29, 1998 (Date of Event Which Requires Filing of this Statement) *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 in 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). CUSIP NO. 460909104 Page 1 of 4 CUSIP No. 460909104 SCHEULE 13D ________________________________________________________________________________ 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person (Entities Only) Bruce Paul ________________________________________________________________________________ 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [x] ________________________________________________________________________________ 3 SEC Use Only ________________________________________________________________________________ 4 Source of Funds PF ________________________________________________________________________________ 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) OR 2(c) [_] N/A ________________________________________________________________________________ 6 Citizenship or Place of Organization United States ________________________________________________________________________________ 7 Sole Voting Power Number of 0 Shares _________________________________________________________________ 8 Shared Voting Power Beneficially 0 Owned by _________________________________________________________________ Each 9 Sole Dispositive Power Reporting 0 Person _________________________________________________________________ 10 Shared Dispositive Power With 0 ________________________________________________________________________________ 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 ________________________________________________________________________________ 12 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_] ________________________________________________________________________________ 13 Percent of Class Represented by Amount in Row 9 0% ________________________________________________________________________________ 14 Type of Reporting Person (see Instructions) IN ________________________________________________________________________________ Page 2 of 4 CUSIP No. 460909104 Item 1. Security and Issuer Common Stock $.001 par value InterWest Medical Corporation 3221 Hulen Street, Suite C Fort Worth, Texas 76107-6193 Item 2. Identity and Background (a) Bruce Paul (b) One Hampton Road Purchase, NY 10577 (c) Private Investor One Hampton Road Purchase, NY 10577 (d) During the last five years, the Reporting Person was not convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in his being subject to 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. (f) United States Item 3. Source and Amount of Funds or Other Consideration N/A Item 4. Purpose of Transaction On September 29, 1998, the Reporting Person sold all of his stock of the Issuer (including stock held as custodian for his children) in a private transaction to reduce his holdings in the Issuer to zero. Page 3 of 4 CUSIP No. 460909104 Item 5. Interest in Securities of Issuer 0 Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer The Reporting Person and the Issuer executed a letter agreement dated September 29, 1998 in which the Reporting Person agreed not to directly or indirectly acquire any other securities of the Issuer or to encourage or assist any other persons or firms in acquiring such securities. The Reporting Person has no other contracts, arrangements, understandings or relationships (legal or otherwise) among any other persons with respect to any securities of the Issuer including, but not limited to, transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits, loss, in the giving or withholding of proxies. Item 7. Materials to be Filed as Exhibits Exhibit 1 September 29, 1998 letter agreement between the Reporting Person and the Issuer. 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. 10/8/98 ------------------------------ Date /s/ Bruce Paul ------------------------------ Bruce Paul Page 4 of 4 EX-1 2 LETTER AGREEMENT InerWest Medical Corporation Arlington Heights Professional Office Bldg. 3221 Hulen Street, Suite C Fort Worth, Texas 76107-6193 September 29, 1998 Via FAX 914-251-0542 Bruce Paul 1 Hampton Road Purchase, NY 10577 Dear Bruce: This letter will confirm the oral agreement we reached yesterday concerning the sale by you to Roche Canyon Convalescent Center, Inc. ("Roche") of a total of 2,225,500 shares of common stock of Interwest Medical Corporation ("Shares") for a total purchase price of $399,590.00. The Shares are owned as follows: Bruce Paul 2,065,500 Bruce Paul, Custodian for Jason Paul 65,000 Bruce Paul, Custodian for Ryan Paul 95,000 ---------- Total 2,225,500 The shares are now held in street name. You will promptly have such shares reissued in the appropriate names. You will then execute the certificate representing the Shares, with signature appropriately guaranteed, attach them to a 7-day draft and send them through your bank for collection. Roche's bank is Frost National Bank, 4200 Hulen Street, Fort Worth, Texas 76109, Attn: Collection Department. Please note on the draft to call Arch B. Gilbert 731-2743, Roche's account number is 000 36483. As part of this agreement,you agree that you will not directly or indirectly acquire any other securities of Interwest Medical Corporation or encourage or assist other persons or firms in acquiring such securities. Please execute a copy of this letter and return it by fax (817) 731-2768 to reflect your agreement to these terms. Roche Canyon Convalescent Center Inc. By: /s/ Arch B. Gilbert ------------------------------- President /s/ Bruce Paul - ---------------------------------- Bruce Paul -----END PRIVACY-ENHANCED MESSAGE-----