UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Inamed Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
453235103
(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)
September 25, 1996
(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 .
Check the following box if a fee is being paid with
the statement . (A fee is not required only if the
reporting 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 such class.) (See Rule
13d-7)
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 6
Page 1 of 8 Pages<PAGE>
SCHEDULE 13D
CUSIP No. 453235103 Page 2 of 8 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 of 629,100
Shares
Beneficially 8 Shared Voting Power
Owned By -0-
Each
Reporting 9 Sole Dispositive Power
Person 629,100
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
629,100
12 Check Box If the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented By Amount in Row
(11)
7.87%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
SCHEDULE 13D
CUSIP No. 453235103 Page 3 of 8 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 of 629,100
Shares
Beneficially 8 Shared Voting Power
Owned By -0-
Each
Reporting 9 Sole Dispositive Power
Person 629,100
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
629,100
12 Check Box If the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented By Amount in Row
(11)
7.87%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
This Amendment No. 1 to the statement on
Schedule 13D filed on behalf of Appaloosa
Management L.P. (the "Manager") and David A. Tepper
("Tepper" and together with the Manager,
collectively, the "Reporting Persons") on August
26, 1996 (the "Schedule 13D") relates to the common
stock of Inamed Corporation (the "Company").
Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to such
terms in the Schedule 13D. The Schedule 13D is
hereby amended and supplemented as follows:
Item 3. Source and Amount of Funds or Other
Consideration
Of the additional 90,100 Shares acquired by
the Reporting Persons since the filing of the
Schedule 13D, on August 26, 1996, 57,190 Shares
were purchased with the personal funds of the
Partnership, 18,825 Shares were purchased with the
working capital of Palomino and 14,085 Shares were
purchased with the working capital of Reliance.
Item 5. Interest in Securities of the Issuer
Since the filing of the Schedule 13D, on
August 26, 1996, the Accounts purchased, in the
aggregate, 90,100 Shares in the open market. As a
result of this these purchases and as of September
26, 1996, 399,836 Shares are held by the
Partnership, 98,543 Shares are held by Reliance and
130,721 Shares are held by Palomino.
(a) This statement on Schedule 13D relates to
629,100 Shares beneficially owned by the
Reporting Persons, which constitute
approximately 7.87% of the issued and
outstanding Shares.
(b) The Manager has sole voting and dispositive
power with respect to 629,100 Shares. Mr.
Tepper has sole voting and dispositive power
with respect to 629,100 Shares.
(c) Within the past sixty days, the Reporting
Persons purchased Shares on the dates, in the
amounts and at the prices set forth on Exhibit
A annexed hereto and incorporated by reference
herein. All of such purchases were made on
the open market.
(d) Not applicable.
(e) Not applicable.
<PAGE>
Item 7. Material to Be Filed as Exhibits
Exhibit A: 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: September 26, 1996
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 Transactions in Shares Within Past
60 Days 7
<PAGE>
EXHIBIT A
Transactions in Shares of the Company
Within the Past Sixty Days
Transactions by Appaloosa Investment Limited
Partnership I
Trade
Date
Purchase/
Sale
No. of
Shares
Purchased/Sold
Price
Per Share
9-09-96
P
5,700
9.675
9-10-96
P
4,065
9.675
9-12-96
P
19,680
9.875
9-20-96
P
1,270
9.925
9-20-96
P
3,810
9.9458
9-23-96
P
635
9.925
9-24-96
P
16,825
9.875
9-25-96
P
5,205
9.7829
Transactions by Palomino Fund Ltd.
Trade
Date
Purchase/
Sale
No. of
Shares
Purchased/Sold
Price
Per Share
9-09-96
P
1,900
9.675
9-10-96
P
1,335
9.675
9-12-96
P
6,470
9.875
9-20-96
P
420
9.925
9-20-96
P
1,250
9.9458
9-23-96
P
210
9.925
9-24-96
P
5,530
9.875
9-25-96
1,710
9.7829
Purchases by Reliance Standard Life Insurance
Company
Trade Date
Purchase/
Sale
No of
Shares
Purchased/Sold
Price
Per Share
9-09-96
P
1,400
9.675
9-10-96
P
1,000
9.675
9-12-96
P
4,850
9.875
9-20-96
P
310
9.925
9-20-96
P
940
9.9458
9-23-96
P
155
9.925
9-24-96
P
4,145
9.875
9-25-96
P
1,285
9.7829
