UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
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)
August 14, 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 X. (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 7
Page 1 of 10 Pages<PAGE>
SCHEDULE 13D
CUSIP No. 453235103 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 of 539,000
Shares
Beneficially 8 Shared Voting Power
Owned By -0-
Each
Reporting 9 Sole Dispositive Power
Person 539,000
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
539,000
12 Check Box If the Aggregate Amount in Row
(11) Excludes Certain Shares*
13 Percent of Class Represented By Amount in
Row (11)
6.74%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
SCHEDULE 13D
CUSIP No. 453235103 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 of 539,000
Shares
Beneficially 8 Shared Voting Power
Owned By -0-
Each
Reporting 9 Sole Dispositive Power
Person 539,000
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
539,000
12 Check Box If the Aggregate Amount in Row
(11) Excludes Certain Shares*
13 Percent of Class Represented By Amount in
Row (11)
6.74%
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 $0.01 per
share (the "Shares"), of Inamed Corporation, a
Florida corporation (the "Company"). The
principal executive offices of the Company are
located at 3800 Howard Hughes Parkway, Suite
#900, Las Vegas, Nevada 89109.
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
each of Reliance and Delphi is 2501 Parkway,
Philadelphia, Pennsylvania 19130. The
Partnership, Palomino and Reliance are sometimes
referred to herein collectively as the
"Accounts".
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 539,000 Shares held by the Reporting
Persons, 342,646 Shares were purchased with the
personal funds of the Partnership, 111,896 Shares
were purchased with the working capital of
Palomino and 84,458 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
539,000 Shares beneficially owned by the
Reporting Persons, which constitute
approximately 6.74% of the issued and
outstanding Shares.
(b) The Manager has sole voting and dispositive
power with respect to 539,000 Shares. Mr.
Tepper has sole voting and dispositive power
with respect to 539,000 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 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 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 Inamed Corporation is
filed jointly on behalf of each such person.
Dated: August 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 B
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
8-14-96
P
32,000
8.375
8-14-96
P
73,400
8.3325
8-15-96
P
16,000
8.75
8-15-96
P
9,000
8.685
8-16-96
P
6,700
8.81
8-19-96
P
13,600
8.81
8-20-96
P
32,600
9.2175
Transactions by Palomino Fund Ltd.
Trade
Date
Purchase/
Sale
No. of Shares
Purchased/Sold
Price
Per Share
8-14-96
P
10,000
8.375
8-14-96
P
24,100
8.3325
8-15-96
P
5,000
8.75
8-15-96
P
3,000
8.685
8-16-96
P
2,200
8.81
8-19-96
P
4,500
8.81
8-20-96
P
10,700
9.2175
Purchases by Reliance Standard Life Insurance
Company
Trade Date
Purchase/
Sale
No of
Shares
Purchased
Cost
Per Share
8-14-96
P
8,000
8.375
8-14-96
P
18,100
8.3325
8-15-96
P
4,000
8.75
8-15-96
P
2,000
8.685
8-16-96
P
1,600
8.81
8-19-96
P
3,400
8.81
8-20-96
P
8,100
9.2175
