<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Name of Issuer: INAMED Corporation
Title of Class of Securities: Common Stock, no par value.
CUSIP Number: 453235103
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Norman S. Schleifer
c/o Oracle Partners, L.P.
712 Fifth Avenue, 45th Floor
New York, New York 10019
(Date of Event which Requires Filing of this Statement)
6/19/96
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 [ ].
Check the following line if a fee is being paid with this
statement. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
class. See Rule 13d-7).
*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 the disclosures 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).
<PAGE>
CUSIP No. 453235103
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Larry N. Feinberg S.S. ####-##-####
2. Check the appropriate box if a member of a group
a.
b.
3. SEC Use Only
4. SOURCE OF FUNDS
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. Sole Voting Power
736,800 (including 11% Secured Convertible Notes due
1999 that are convertible into 700,000 shares)
8. Shared Voting Power
9. Sole Dispositive Power
736,800 (including 11% Secured Convertible Notes due
1999 that are convertible into 700,000 shares)
2
<PAGE>
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
736,800 (including 11% Secured Convertible Notes due
1999 that are convertible into 700,000 shares)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
8.8%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES
TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION.
3
<PAGE>
The Reporting Person (as defined below) is filing this
Amendment No. 1 to Schedule 13D to report the entering into by
the Reporting Person of a Consent and Waiver Agreement (the
"Consent and Waiver") with INAMED Corporation ("INAMED") in
connection with defaults by INAMED under an indenture dated
January 2, 1996 (the "Indenture") between INAMED and Santa
Barbara Bank & Trust, as trustee (the "Trustee"). The Indenture
was entered into in connection with the issuance by INAMED of 11%
Secured Convertible Notes due 1999 (the "Notes"). The Consent
and Waiver is more fully described in Item 6 below.
Item 1. SECURITY AND ISSUER
No change.
Item 2. IDENTITY AND BACKGROUND
No change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of the date hereof, Mr. Larry N. Feinberg (the
"Reporting Person") is deemed to beneficially own 36,800 Shares
of INAMED's Common Stock, no par value (the "Common Stock") and
Notes that are convertible into 700,000 shares of Common Stock.
The Common Stock and the Notes are held by the Partnerships and
managed accounts over which the Reporting Person has investment
discretion. The funds for the purchase of the Common Stock and
the Notes held in the Partnerships, over which the Reporting
Person has investment discretion, came from capital contributions
to the Partnerships by their general and limited partners. The
4
<PAGE>
funds for the purchase of Common Stock and the Notes convertible
into Common Stock held in the managed accounts, over which the
Reporting Person has investment discretion, came from each
managed account's own funds. No leverage was used to purchase
the Common Stock or Notes.
Item 4. PURPOSE OF TRANSACTION
No change.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, the Reporting Person is deemed to
be the beneficial owner of 36,800 Shares of the Common Stock and
Notes convertible into 700,000 additional shares of the Common
Stock. Assuming the conversion of the Notes, the Reporting
Person would be deemed to be the beneficial owner of 736,800
shares of Common Stock constituting 8.8% of the outstanding
shares of INAMED Common Stock based upon 8,347,317 shares that
would be outstanding upon conversion of the Notes. This figure
is based on the information received from INAMED stating that, as
of June 10, 1996, there were 7,647,317 shares of Common Stock
outstanding. The Reporting Person has the sole power to vote,
direct the vote, dispose of or direct the disposition of all the
shares of INAMED Common Stock of which he is currently deemed to
be the beneficial owner.
Attached hereto as Exhibit A is a description of the
transactions in the shares of INAMED Common Stock that were
effected by the Reporting Person during the past 60 days.
5
<PAGE>
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER
INAMED has notified the Reporting Person that it was in
default of Section 8.16 of the Indenture, which required that the
operating profit of the Company for the quarter ended March 31,
1996 be in excess of $2.0 million, and also that it failed to
timely issue to the Trustee its officers' certificate for such
period pursuant to Section 8.18 of the Indenture (collectively,
the "Defaults").
As a result of the occurrence of the Defaults, the
Reporting Person, at the request of INAMED, entered into the
Consent and Waiver with INAMED. In exchange for waiving the
Defaults and consenting to certain amendments to the Indenture
described below, pursuant to the Consent and Waiver, INAMED
agreed to issue to the Reporting Person on January 10, 1997 a
number of shares of Common Stock (the "Issuance") equal to 5% of
the number of shares of Common Stock that would otherwise have
been issuable to the Reporting Person if all of his Notes had
been converted on June 10, 1996. INAMED further agreed that it
will use its best efforts to file with the Securities and
Exchange Commission on or before January 10, 1997, and use its
best efforts to cause to become effective on or before
February 28, 1997, a registration statement on Form S-3 with
respect to shares of Common Stock issued in the Issuance. In the
event such registration is not so filed and declared effective,
6
<PAGE>
INAMED will pay liquidated damages as set forth in the Indenture
with respect to the filing and effectiveness of the registration
forms set forth therein.
The Consent and Waiver also contains the consent of the
Reporting Person to certain amendments of the Indenture. Such
amendments exclude (i) the Issuance from the preemptive rights
granted to the holders of the Notes to subscribe for additional
offerings of securities of INAMED and (ii) the application of any
charges associated with the Issuance for the periods in which
such charges are taken in connection with the calculation of
certain financial covenants contained in the Indenture.
The effectiveness of the Consent and Waiver is
conditioned upon consent to the matters described above by the
holders of a majority in principal amount of the Notes and the
delivery by INAMED to the Trustee of an officers' certificate
with respect to the receipt of such requisite consents.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Attached hereto as Exhibit A is a description of the
transactions in the shares of INAMED Common Stock that were
effected by the Reporting Person during the past 60 days.
7
<PAGE>
Signature
The undersigned, after reasonable inquiry and to the
best of his knowledge and belief, certifies that the information
set forth in this statement is true, complete and correct.
July 3, 1996
/s/ Larry N. Feinberg
________________________________
Larry N. Feinberg
00751001.AN6
<PAGE>
EXHIBIT A
Transactions in the Common Stock
During the Past 60 days
________________________
Trade Date Number of Shares Price Per Share
__________ _______________ _______________
6/6/96 3,200 $11.50
9
00751001.AN6
