|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previous: ZURN INDUSTRIES INC, 8-K/A, 1997-04-07 |
Next: FIRST INVESTORS SGL P&PP FOR INV IN FIR INV INS TAX EX FUN I, 485BPOS, 1997-04-07 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
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)
March 27, 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 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 of776,300
Shares
Beneficially 8 Shared Voting Power
Owned By-0-
Each
Reporting 9 Sole Dispositive Power
Person776,300
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
776,300
12 Check Box If the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented By Amount in Row
(11)
9.46%
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 of776,300
Shares
Beneficially 8 Shared Voting Power
Owned By-0-
Each
Reporting 9 Sole Dispositive Power
Person776,300
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
776,300
12 Check Box If the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented By Amount in Row
(11)
9.46%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
This Amendment No. 3 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 and Amendment No. 2 filed on
January 28, 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 2.Identity and Background
The Manager is the general partner of Ferd
L.P., a Delaware limited partnership ("Ferd"). The
limited partner of Ferd is Chestnut Investors III,
Inc., a Delaware corporation ("Chestnut"). Chestnut
is beneficially owned by Delphi. The address of
the principal business and principal office of Ferd
is 51 John F. Kennedy Parkway, Short Hills, New
Jersey 07078. The address of the principal
business and principal office of Chestnut is 1105
North Market Street, Wilmington, Delaware 19899.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to
Securities of the Issuer
On March 27, 1997, the Partnership (for itself
and on behalf of, and as agent for, Palomino and
Ferd) agreed to purchase from (i) Mr. Scott Bommer
and certain of his affiliates (collectively,
"Bommer") 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 is 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.
Item 7.Material to Be Filed as Exhibits
Exhibit A:Indenture
Exhibit B: Letter Agreement
Exhibit C: Trade Confirmation, dated as of
March 27, 1997 (the "Dreyfus
Confirmation"), among the
Partnership, Dreyfus and
Goldman, Sachs & Co., as agent.
Exhibit D: Trade Confirmation, dated as of
March 27, 1997 (the "Bommer
Confirmation"), among the
Partnership, Bommer and
Goldman, Sachs & Co., as agent.
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: April 7, 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 Dreyfus Confirmation 7
D Bommer Confirmation [Inco
rpora
ted
by
refer
ence
to
Exhib
it 1
to
the
Amend
ment
No. 3
to
the
Sched
ule
13D
of SC
Funda
menta
l
Inc.,
et
al.
filed
April
4,
1997.]<PAGE>
Exhibit 1
TRADE CONFIRMATION
To: Seller Name: Dreyfus Goldm
an,
Sachs
& Co.
Contact Person: Joe Healy Attn:
Lex
Malas
, as
Agent
Fax No.: 212-922-4803 Fax
No.:
212-
902-
3757
Phone No.: 212-922-6196 Phone
No.:
212-
902-
3495
From: Buyer Name Appaloosa Investment
Limited Partnership
I
Contact Person Jim Bolin
Fax No.: 201-376-5415
Phone No.: 201-376-5400
We are pleased to confirm the following
transaction:
Trade Date: March 27, 1997
Buyer: Appaloosa Investment
Limited Partnership I
Seller: Dreyfus
Agent: Goldman, Sachs & Co.
Credit Agreement: Inamed Corp. 11.00% due
1999 Secured Convertible
Notes.
Purchase Amount/
Type of Debt: $6,840,000.00
Form of Purchase: Assignment
Settlement Date: Upon issuance of new
notes as modified or
as soon as
practicable.
Pricing:
Purchase Rate: 100%
Agent's
Commission: .125%
Other Terms of Trade: Closing of trade
subject to execution
of mutually
acceptable
definitive
documentation
containing provision
including
confirmation of and
Seller's
representation that
(a) The Notes and
Indenture have not
been altered or
modified since
execution of the
Note Purchase
Agreement, dated
January 23, 1996,
except for terms
outlined in the
letter dated
February 27, 1997
and (b) Notes are
secured by a valid,
perfected and
enforceable first
priority security
interest in all of
the Issuer's assets.
If you agree with the terms and conditions
described herein, please provide the signature of a
duly authorized officer or other signatory where
indicated below and return this letter to the
attention of Ceci Winters no later than 5:00 p.m.
(New York City time), March 31, 1997, at the
following fax number(s): 212-346-2608.
If you have any questions, please contact Ceci
Winters at 212-902-4424.
ACCEPTED
AND
AGREED:
SELLER BUYER
DREYFUS APPALOOSA
INVESTMENT
LIMITED
PARTNERSHIP I
By:/s/ Joseph Healey By:
Appal
oosa
Manag
ement
LP
Its General Partner
By:
Appaloosa Partners Inc.
Name:Joseph Healy
Its General Partner
Title:Dreyfus Analyst Name:
/s/
James
E.
Bolin
Title: Vice
President
AGENT
GOLDMAN, SACHS & CO.
By:/s/ Keath Alexas Malas
Name:Keath Alexas Malas
Title:Authorized Signarory
|
|