UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
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<PAGE>
Robert C. Schwenkel,
Esq.
Fried, Frank, Harris,
Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8000<PAGE>
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 13, 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 9
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 of6,061,779
Shares
Beneficially 8 Shared Voting Power
Owned By-0-
Each
Reporting 9 Sole Dispositive Power
Person6,061,779
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
6,061,779
12 Check Box If the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented By Amount in Row (11)
45.12%
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 of6,061,779
Shares
Beneficially 8 Shared Voting Power
Owned By-0-
Each
Reporting 9 Sole Dispositive Power
Person6,061,779
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
6,061,779
12 Check Box If the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented By Amount in Row (11)
45.12%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
This Amendment No. 4 to the statement on
Schedule 13D filed on behalf of Appaloosa
Management L.P. (the "Manager") and David A. Tepper
("Mr. Tepper" and together with the Manager,
collectively, the "Reporting Persons") on August 26,
1996, as amended by Amendment No. 1 filed on
September 26, 1996, Amendment No. 2 filed on
January 28, 1997 and Amendment No. 3 filed on April
7, 1997 (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 60,000 Shares and the
$20,500,000 principal amount of the 11% Secured
Convertible Notes due 1999 of the Company acquired
by the Reporting Persons since the filing of the
Amendment No. 3 to Schedule 13D, on March 27, 1997,
29,364 Shares and $10,032,700 principal amount of
Notes were purchased with the personal funds of the
Partnership, 23,892 Shares and $8,163,100 principal
amount of Notes were purchased with the working
capital of Palomino and 6,744 Shares and $2,304,200
principal amount of Notes were purchased with the
working capital of Reliance.
The purchase price of the Shares was $4.25 per
Share. The Notes purchased from SC (as defined
below) were purchased at a price equal to their
face amount plus 1/8 of 1%, and the Notes purchased
from Dreyfus were purchased at a price equal to
their face amount plus 1/2 of 1%.
Item 4.Purpose of Transaction
As previously reported in the Schedule 13D and
Amendment No. 3 thereto, on March 27, 1997,
Appaloosa Investment Limited Partnership I (the
"Partnership") (for itself and on behalf of, and as
agent for, Palomino Fund Ltd. ("Palomino") and Ferd
L.P. ("Ferd" and, together with the Partnership and
Palomino, collectively, the "Purchasers")) agreed to
purchase from (i) certain affiliates of Siegler,
Collery & Co. (collectively, "SC") and (ii) Dreyfus,
in the aggregate, $11,697,142.86 principal amount
of 11% Secured Convertible Notes due 1999 of the
Company (the "Notes") issued under that certain
indenture, dated as of January 22, 1996 (as amended
from time to time, the "Indenture"), between the
Company and Santa Barbara Bank & Trust, as trustee.
The purchase of the Notes was conditioned upon the
effectiveness of certain amendments to the
Indenture set forth in that certain Letter
Agreement, dated February 27, 1997 (the "Letter
Agreement"), between the Company and the holders of
the Notes.
On May 13, 1997, the Purchasers orally agreed
with SC and Dreyfus (collectively, the "Sellers")
(i) to rescind the parties' previous agreement
regarding the purchase and sale of the Notes, (ii)
to purchase from the Sellers, in the aggregate,
$20,500,000 principal amount of the Notes and from
Dreyfus, separately, 60,000 Shares and (iii) to
assume the rights and obligations of the Sellers
under the Letter Agreement.
The Reporting Persons have acquired the Shares
and have agreed to acquire the Notes for investment
purposes. The Reporting Persons may determine to
make additional purchases of Shares, Notes and/or
Warrants (as defined below) and may determine to
sell all or a portion of their Shares, Notes and/or
Warrants. Such determination would depend upon
prevailing market conditions and other factors.
Any such purchases or sales would be effected in
open-market or privately-negotiated transactions or
through the conversion of the Notes or exercise of
the Warrants.
In light of the increased magnitude of the
Reporting Persons' investment in the Company, the
Reporting Persons may seek to influence management
of the Company in order to ensure that the Company
is managed to maximize the value of the enterprise.
The Reporting Persons intend to contact the Company
to seek a meeting with management to discuss
certain material business issues relating to the
Company, including, without limitation, the
Reporting Persons' view that the Company should
seek to retain experienced and independent
personnel in key operating positions. In the
future, the Reporting Persons may consider whether
to take additional actions to protect their
investment in the Company, including, without
limitation, (i) the acquisition of additional
securities of the Company or the disposition of
securities of the Company, (ii) proposing an
extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving
the Company or any of its subsidiaries and (iii)
proposing a change in the present Board of
Directors or management of the Company.
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 Schedule, although the Reporting
Persons reserve the right to determine in the
future to take any action which relates to or would
result in any of such events, actions or
conditions.
Item 5.Interest in Securities of the Issuer
Pursuant to the Letter Agreement, the
Purchasers (as assignees of the Sellers) have
agreed to a restructuring of the Company's
indebtedness held by the Purchasers in order to
accomplish the following: (i) terminate those
certain Escrow Agreements, each dated as of January
2, 1996 (as amended from time to time, the "Escrow
Agreements"); (ii) return $15 million in escrowed
funds held pursuant to the Escrow Agreements to the
Purchasers and the other holders of the Notes
(collectively, the "Holders") in a partial
redemption of the Notes pro rata based upon the
respective principal amounts of the Notes owned by
the Purchasers and the other Holders ; and (iii)
resolve certain issues arising under that certain
Note Purchase Agreement, dated as of January 23,
1996, between the Company and the original
purchasers of the Notes (the "Note Purchase
Agreement") and effect certain amendments to the
Indenture. As contemplated by the Letter Agreement
and subject to the terms thereof, in addition to
the termination of the Escrow Agreements and the
release of the escrowed funds as described above,
the Company has agreed (i) to issue to the
Purchasers and the other Holders warrants to
purchase 1,640,952 Shares (the "Warrants") pro rata
based upon the respective principal amounts of the
Notes owned by the Purchasers and the other Holders
on the date of issuance of the Warrants and (ii) to
amend the terms of the Notes as described below and
in the Letter Agreement. The Warrants will be
exercisable, at any time, in whole or in part, by
the holders thereof after August 15, 1997, and
prior to March 31, 2000 at an exercise price of
$9.00 per Share. The Purchasers will receive
Warrants that will represent, in the aggregate, the
right to purchase 959,722 Shares. The Company will
have the right to repurchase any outstanding
Warrants, upon not less than 30 days' prior written
notice to the Holders, at a repurchase price of
$.01 per warrant, only after (a) the earlier of(i)
the issuance by the United States District Court,
Northern District of Alabama, Southern Division (or
any successor court with jurisdiction over the
Silicone Gel Breast Implant Products Liability
Litigation (MDL 926)), of a final non- appealable
order certifying the Company's Mandatory (non-
"opt-out" Limited Fund) Class under Rule 23(b)(1)(B)
of the Federal Rules of Civil Procedure or (ii)
"Circling of the Class" with ninety-seven percent
(97%) of the silicone breast implant litigation
currently existing against the Company settled in
whatever way is in the best interest of the
Company; and (b) after the occurrence of the
earlier of events described in clause (a) of this
paragraph, the closing volume weighted average
trading price of the Shares as reported on the
Bloomberg Nasdaq Market Reporting System, shall
average $13.00 per Share for 20 consecutive trading
days. The Company has further agreed (i) to use
its best efforts to register with the Commission on
an appropriate form under the Securities Act of
1933, as amended (the "Securities Act"), on or
before March 22, 1997 (or cause an appropriate
post-effective amendment to be made to an existing
registered registration statement on or prior to
such date), and use its best efforts to become
effective on or before May 31, 1997, a registration
statement with respect to the Warrants and the
aggregate amount of Shares to be issued upon
exercise of the Warrants and (ii) to keep such
registration statement effective for a period of
time required for disposition of such Warrants or
Shares by the Holders. In the event such
registration statement is not filed or declared
effective on or prior to the applicable date set
forth above, the exercise price of the Warrants
will be reduced by $.50 and, if such registration
statement is not filed or declared effective within
45 days after the applicable date set forth above,
the exercise price of the Warrants will be reduced
by an additional $.50 (and thereafter reduced by an
additional $.50 for each subsequent period of 45
consecutive days that such filing and/or
effectiveness does not occur). To the knowledge of
the Reporting Persons, as of the date hereof, the
Company has not filed a registration statement with
respect to the Warrants and the aggregate amount of
Shares to be issued upon exercise of the Warrants;
therefore, the exercise price of the Warrants
should be reduced by $1.00 to an exercise price of
$8.00 per Share The Letter Agreement further
provides that the Company will use its best efforts
to amend the Company's existing effective S-3
registration statement in order to register under
the Securities Act all of the Shares issuable upon
conversion of the Notes (as the terms of such Notes
are to be amended as described below and in the
Letter Agreement) and keep such registration
statement effective for a period of time required
for the disposition of such Shares by the Holders.
The Purchasers agreed that they will not sell the
Warrants issued to them prior to August 15, 1997.
The Letter Agreement also provides that the
conversion terms of the Notes will be amended such
that such Notes may be converted at any time, in
whole or in part, by the Holders thereof into that
number of Shares obtained by dividing the principal
amount of the Note or portion thereof to be
converted by a conversion price equal to the lesser
of (i) $8.00 per Share, as adjusted from time to
time as provided in the Indenture (as amended as
described below), and (ii) an amount equal to 85%
of the closing volume weighted average trading
price of the Shares as reported on the Bloomberg
Nasdaq Market Reporting System for the 10-day
period prior to delivery of a conversion notice to
the Company by the applicable Holder; provided,
however, that, subject to certain de minimis
exceptions, each Holder may only convert up to
forty percent (40%) of the initial aggregate
principal amount of Notes held by such Holder in
any 60-day period. In addition, the Letter
Agreement provides that the Indenture will be
amended to include (A) full anti-dilution price
protections in the event Shares (i) are issued or
sold by the Company (or Shares may be issued upon
exercise of options, warrants, convertible
securities or similar securities issued or sold
after the date hereof) for $5.50 or less per Share
(subject to any appropriate proportionate
adjustments as a result of the occurrence of
certain events relating to the capital stock as
contemplated in the Letter Agreement), other than
Shares issued as part of a settlement of identified
breast implant product litigation, or (ii) are
issued or sold by the Company outside the United
States in a transaction or series of transactions
pursuant to Regulation S of the Securities Act or
any successor regulation, and (B) other
anti-dilutive adjustment features with respect to
the number of Shares of the Company. The Company
has agreed to use its best efforts to cause the
execution and delivery of all documents
contemplated by the Letter Agreement on or prior to
March 6, 1997. Upon execution and delivery of the
documents contemplated therein, the Purchasers have
agreed to waive any default of Section 2.18 of the
Note Purchase Agreement with respect to the
requirement that approximately $10 million of the
proceeds from the issuance of the Notes be used for
long-term capital investments and improvements.
Giving effect to the transactions contemplated
in the Letter Agreement, the Partnership, Palomino
and Ferd may be deemed to hold $5,724,581.72,
$4,651,802.29 and $1,314,758.86 principal amount of
the Notes, respectively. Based upon the potential
conversion of the Notes and a closing volume
weighted average trading price of $3.226 for the
Shares as reported on the Bloomberg Nasdaq Market
Reporting System for the 10-day period ending May
12, 1997, the Partnership, Palomino and Ferd may be
deemed to have acquired beneficial ownership of
2,087,663, 1,698,625 and 479,471 Shares,
respectively. In addition, the Partnership,
Palomino and Ferd may be deemed to hold Warrants
representing the right to purchase 469,687, 382,161
and 107,872 Shares, respectively.
Since the filing of Amendment No. 3 to the
Schedule 13D, on April 7, 1997, the Partnership,
Palomino and Reliance Standard Life Insurance
Company ("Reliance") sold, in the aggregate, 1,500
Shares in the open market.
As of the date hereof, the Partnership,
Palomino, Ferd and Reliance may deemed to have
beneficial ownership of 3,042,614, 2,338,173,
594,087 and 86,905 Shares, respectively
.
(a) This statement on Schedule 13D relates to
6,061,779 Shares may be deemed to be
beneficially owned by the Reporting Persons,
which constitute approximately 45.12% of the
issued and outstanding Shares.
(b) The Manager may be deemed to have sole voting
and dispositive power with respect to
6,061,779 Shares. Mr. Tepper may be deemed to
have sole voting and dispositive power with
respect to 6,061,779 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 A annexed hereto and
incorporated by reference herein. All of such
sales were made on the open market. All of
such purchases were made in a privately-
negotiated transaction with the Sellers
described above.
(d) Not applicable.
(e)Not applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to
Securities of the Issuer
Except as set forth above, 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:Indenture
Exhibit B: Letter Agreement
Exhibit C: Escrow Agreements
Exhibit D: Note Purchase Agreement
Exhibit E: Transactions in Shares of the
Company
Since the Last Filing on Schedule
13D
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: May 13, 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
<PAGE>
EXHIBIT INDEX
Exhibit Exhibit NamePage
A Indenture [Inco
rpora
ted
by
refer
ence
to
Exhib
it
99.2
to
the
Compa
ny's
Inter
im
Repor
t on
Form
8-K
filed
on
April
19,
1996.
]
B Letter Agreement [Inco
rpora
ted
by
refer
ence
to
Exhib
it 1
to
the
Amend
ment
No. 2
to
the
Sched
ule
13D
of SC
Funda
menta
l
Inc.,
et
al.
filed
March
4,
1997.
]
C Escrow Agreements [Inco
rpora
ted
by
refer
ence
to
Exhib
its
99.8
and
99.9
to
the
Compa
ny's
Inter
im
Repor
t on
Form
8-K
filed
on
April
19,
1996.
]
D Note Purchase Agreement
[Incorporated by reference to
Exhibit 1 to the Amendment No. 1
to the Schedule 13D of SC
Fundamental Inc., et al. filed
June 26, 1996.]
E Transactions in Shares of 10
the Company Since the Last
Filing on Schedule 13D
<PAGE>
EXHIBIT E
Transactions in Shares of the Company
Since the Last Filing on Schedule 13D
Transactions by Appaloosa Investment Limited
Partnership I
Purchase /
Trade
No. of Shares
Price per
Sale
Date
Purchased /
Sold
Share
S
05-01-97
500
2.700
S
05-02-97
500
2.825
S
05-05-97
245
3.21
P
05-13-97
29,364
4.25
Transactions by Palomino Fund Ltd.
Purchase /
Trade
No. of Shares
Price per
Sale
Date
Purchased /
Sold
Share
S
05-05-97
199
3.21
P
05-13-97
23,892
4.25
Transactions by Reliance Standard Life Insurance
Company
Purchase /
Trade
No. of Shares
Price per
Sale
Date
Purchased /
Sold
Share
S
05-05-97
56
3.21
Transactions by Ferd L.P.
Purchase /
Trade
No. of Shares
Price per
Sale
Date
Purchased /
Sold
Share
P
05-13-97
6,744
4.25
