UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
INAMED Corporation
(Name of Issuer)
Common Stock, Par Value $ .01
(Title of Class of Securities)
453235103
(CUSIP NUMBER)
Donald K. McGhan
3800 Howard Hughes Pkwy., Las Vegas, NV 89109 (702) 791-3388
(Name, address and telephone number of person authorized to receive
notices and communications)
July 2, 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 [ ].
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 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 purposes 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).
13D
CUSIP No. 453235103
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald K. McGhan
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) [X]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
PF & OO
(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
NUMBER OF (7) SOLE VOTING POWER
635,604
SHARES
(8) SHARED VOTING POWER
BENEFICIALLY 1,308,970
OWNED BY (9) SOLE DISPOSITIVE POWER
635,604
EACH
(10) SHARED DISPOSITIVE POWER
REPORTING 1,308,970
PERSON WITH
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,308,970
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.50%
(14) TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
13D
CUSIP No. 453235103
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Shirley M. McGhan
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) [X]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
PF & OO
(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
NUMBER OF (7) SOLE VOTING POWER
207,310
SHARES
(8) SHARED VOTING POWER
BENEFICIALLY 1,308,970
OWNED BY (9) SOLE DISPOSITIVE POWER
207,310
EACH
(10) SHARED DISPOSITIVE POWER
REPORTING 1,308,970
PERSON WITH
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,308,970
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.50%
(14) TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
13D
CUSIP No. 453235103
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
International Integrated Industries Limited Liability Corporation
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) [X]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
WC
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada, USA
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES
(8) SHARED VOTING POWER
BENEFICIALLY 160,791
OWNED BY (9) SOLE DISPOSITIVE POWER
-0-
EACH
(10) SHARED DISPOSITIVE POWER
REPORTING 160,791
PERSON WITH
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160,791
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.90%
(14) TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
13D
CUSIP No. 453235103
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
McGhan Management Corporation
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) [X]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
WC
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada, USA
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES
(8) SHARED VOTING POWER
BENEFICIALLY 107,985
OWNED BY (9) SOLE DISPOSITIVE POWER
-0-
EACH
(10) SHARED DISPOSITIVE POWER
REPORTING 107,985
PERSON WITH
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
107,985
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.28%
(14) TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
13D
CUSIP No. 453235103
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
McGhan Management Limited Partnership
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) [X]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
WC
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada, USA
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES
(8) SHARED VOTING POWER
BENEFICIALLY 197,280
OWNED BY (9) SOLE DISPOSITIVE POWER
-0-
EACH
(10) SHARED DISPOSITIVE POWER
REPORTING 197,280
PERSON WITH
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
197,280
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.33%
(14) TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
This Amendment No. 6 to the statement on Schedule 13D filed on behalf of
Donald K. McGhan, Shirley M. McGhan, International Integrated
Industries, L.L.C., McGhan Management Corporation, and McGhan Management
Limited Partnership (collectively the "Reporting Persons") dated October
10, 1985, as amended by Amendment No. 1 filed on August 28, 1991,
Amendment No. 2 filed on January 24, 1994, Amendment No. 3 filed on
August 30, 1994, Amendment No. 4 filed on January 27, 1997 and Amendment
No. 5 filed on May 23, 1997 (the "Schedule 13D"), relates to the common
stock of Inamed Corporation, a Florida 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 1. SECURITY AND ISSUER.
No Change.
ITEM 2. IDENTITY AND BACKGROUND.
No Change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Of the additional 49,925 shares and the $100,000 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. 5 to Schedule 13D on May 23, 1997, 49,925
shares and $100,000 principal amount of Notes were purchased
with the working capital of International Integrated
Industries, L.L.C.
The purchase price of the Shares was 12,425 Shares at $5.00
per Share, 2,500 Shares at $6.0625 per Share and 35,000 Shares
at $10.00 per Share. The Notes were purchased at a price
equal to their face amount.
ITEM 4. PURPOSE OF TRANSACTION.
As previously reported in Schedule 13D, International
Integrated Industries, L.L.C. has acquired an additional
49,925 Shares and the $100,000 principal amount of the 11%
Secured Convertible Notes due 1999 for the purpose of
maintaining a significant equity position in the Company and
to maximize the value of their investment. To this end,
International Integrated Industries, L.L.C. intends to
continually review the Company's business affairs and
financial position and future prospects as well as conditions
in the securities markets and general economic and industrial
conditions.
Based on such evaluation and review, and other factors
(including, without limitation, the attitude of the Board of
Directors and management of the Company), International
Integrated Industries, L.L.C. will continue to consider
various alternative courses of action and will in the future
take such actions with circumstances existing from time to
time. Such actions may include seeking to maintain
representation on the Board of Directors of the Company and
remain a member of management, making recommendations to other
members of management concerning various business strategies,
acquisitions, dividend policies and other matters, seeking to
acquire control of the Company through a proxy solicitation,
tender offer, exchange offer or otherwise, or such other
actions as Mr. McGhan and International Integrated Industries,
L.L.C. may deem appropriate. Such actions may involve the
purchase of additional shares or, alternatively, may involve
the sale of all or a portion of the shares held by Mr. McGhan
and International Integrated Industries, L.L.C. in the open
market or in privately negotiated transactions to one or more
purchasers.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The following is added to Item 5:
(a) Mr. McGhan directly owned 635,604 Shares on July 2,
1997, which he believes to be 7.52% of the outstanding class
of Shares of the Issuer. Mr. McGhan's wife, Shirley M. McGhan,
owns 207,310 Shares of Common Stock (or approximately 2.45% of
the outstanding Shares) directly for her own account.
Mr. McGhan disclaims beneficial ownership of the Shares owned
by Mrs. McGhan. Mrs. McGhan disclaims beneficial ownership of
the Shares owned by Mr. McGhan.1
McGhan Management Corporation owned 107,985 Shares on July 2,
1997, which they believe to be 1.28% of the outstanding class
of Shares of the Issuer.
McGhan Management Limited Partnership owned 197,280 Shares on
July 2, 1997, which they believe to be 2.33% of the entire
outstanding class of Shares of the Issuer.
International Integrated Industries, L.L.C. owned 137,175
Shares on July 2, 1997, which they believe to be 1.62% of the
entire outstanding class of Shares of the Issuer. In
addition, International Integrated Industries, L.L.C. owned on
July 2, 1997, $150,000 principal amount of the 11% Secured
Convertible Notes due 1999 which they believe to be able to be
converted into Common Stock in the following amounts: a)
15,582 Shares from conversion of $85,714.29 at $5.50 per Share
and b) 8,034 Shares from exercise of warrants representing
$64,285.71 callable at $8.00 per Share. The result would be
International Integrated Industries, L.L.C. owning 160,791
shares on July 2, 1997, which they believe to be 1.90% of the
entire outstanding class of Shares of the Issuer.
(b) Mr. McGhan has the sole power to vote, or to direct the
vote, and the sole power to dispose, or to direct the
disposition of the Shares owned by him directly, and disclaims
any power to vote or direct the voting or to dispose of any of
the Shares of Common Stock owned by Mrs. McGhan, subject to
Nevada Community Property laws as applicable.
Mr. McGhan is the Chairman of the Board and the majority
Shareholder of McGhan Management Corporation and, as such,
participates in voting on the directives that the Board of
Directors authorizes for the Secretary of McGhan Management
Corporation to act upon to vote, or to direct the vote, and to
direct the disposition of the Shares owned by McGhan
Management Corporation.
1 Does not include (a) 9,400 Shares held of record by Nikki M.
Moseley, a Director and Officer of McGhan Management Corporation; a
Limited Partner of McGhan Management Limited Partnership; a Member of
International Integrated Industries, L.L.C. and daughter of Mr. McGhan,
(b) 34,982 Shares held of record by a Living Trust established for the
benefit of Nikki M. Moseley and (c) 10,350 Shares held of record by
Garrett M. Wilson, Mr. McGhan's grandson and Mrs. Moseley's son.
Mr. McGhan is the General Manager and the sole General Partner
of McGhan Management Limited Partnership and, as such,
participates in decisions for McGhan Management Limited
Partnership to direct the disposition of the Shares owned by
McGhan Management Limited Partnership.
Mr. McGhan is the Managing Member of International Integrated
Industries, L.L.C. and, as such, participates in voting on the
directives that the Board of Members authorizes for the
Secretary of International Integrated Industries, L.L.C. to
act upon to vote, or to direct the vote, and to direct the
disposition of the Shares owned by International Integrated
Industries, L.L.C.
Mr. McGhan has entered into an agreement in connection with
which he agreed to vote his shares in accordance with the
majority of the shareholders other than he and Appaloosa
Management, L.P. (see Exhibit A)
(c) On June 10, 1997, International Integrated Industries,
L.L.C. purchased 2,500 Shares. Such Shares were crossed on
the NASDAQ market at a per share price of $6.0625 per share.
There was a single security transaction.
On June 10, 1997, International Integrated Industries, L.L.C.
purchased 35,000 Shares. Such Shares were acquired in one (1)
private transaction at $10.00 per Share.
On June 24, 1997, International Integrated Industries, L.L.C.
purchased 12,425 Shares. Such Shares were acquired in one (1)
private transaction at $5.00 per Share.
On May 23, 1997, International Integrated Industries, L.L.C.
purchased $50,000 of 11% Secured Convertible Notes due 1999.
Such Notes were acquired in a single private transaction at
face value.
On June 24, 1997, International Integrated Industries, L.L.C.
purchased $100,000 of 11% Secured Convertible Notes due 1999.
Such Notes were acquired in a single private transaction at
face value.
(d) Mr. McGhan has the sole power to receive or direct the
receipt of dividends from, or the proceeds from the sale of,
the Shares of Common Stock owned by him directly and disclaims
any power to receive or direct the receipt of dividends or
proceeds of sale relating to the Shares of Common Stock owned
by Mrs. McGhan.
The Board of Members of International Integrated Industries,
L.L.C. has the authority to receive or direct the receipt of
dividends from, or the proceeds from the sale of, the Shares
of Common Stock owned directly by International Integrated
Industries, L.L.C.. Mr. McGhan is the Managing Member of
International Integrated Industries, L.L.C.
The Board of Directors of McGhan Management Corporation has
the authority to direct the Secretary of McGhan Management
Corporation to receive or direct the receipt of dividends
from, or the proceeds from the sale of, the Shares of Common
Stock owned directly by McGhan Management Corporation. Mr.
McGhan is the Chairman of the Board and the majority
Shareholder of McGhan Management Corporation.
The General Manager and General Partner of McGhan Management
Limited Partnership has the authority to receive or direct the
receipt of dividends from, or the proceeds from the sale of,
the Shares of Common Stock owned directly by McGhan Management
Limited Partnership. Mr. McGhan is the General Manager and
sole General Partner of McGhan Management Limited Partnership.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
See Exhibit A.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Standstill Agreement Letter (Exhibit A).
SIGNATURES
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: July 11, 1997
/s/ Donald K. McGhan
Donald K. McGhan, Individually
/s/ Shirley M. McGhan
Shirley M. McGhan, Individually
INTERNATIONAL INTEGRATED INDUSTRIES, L.L.C.
/s/ Donald K. McGhan
Donald K. McGhan, Managing Member
McGHAN MANAGEMENT CORPORATION
/s/ Donald K. McGhan
Donald K. McGhan, Chairman
McGHAN MANAGEMENT LIMITED PARTNERSHIP
/s/ Donald K. McGhan
Donald K. McGhan, General Manager
Exhibit A
July 2, 1997
Mr. David A. Tepper, President
Appaloosa Management L.P.
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
Dear Mr. Tepper:
This letter agreement will confirm the understandings between
Appaloosa Management L.P. and its affiliates and associates
(collectively, "Appaloosa"), Donald K. McGhan and his affiliates
(collectively, "McGhan"), and INAMED Corporation (the "Company")
concerning certain standstill and voting arrangements relating to
securities of the Company. This letter agreement is being entered into
concurrently with the execution and delivery of (i) documentaiton by the
Company, Appaloosa and other securitiesholders pertaining to certain
amendments to the indenture (the "Indenture") for the Company's 11%
Secured Convertible Notes due 1999 (as amended, the "Notes"), and the
issuance of certain warrants (the "Warrants") to purchase shares of the
Company's Common Stock, and (ii) Amendment No. 2 to the Rights Agreement
dated as of July 2, 1997 between the Company and U.S. Stock Transfer
Corporation, as Rights Agent.
1. Standstill. During the Term (as defined in Section 4
below), Appaloosa will not alone or in concert with others:
(i) by purchase, conversion of a derivative security, or
otherwise, acquire, or agree to acquire, ownership (including, but not
limited to, beneficial ownership) of any shares of Common Stock of the
Company, or any notes, debentures or other securities which may be
convertible or exchangeable into Common Stock of the Company, provided,
however, that Appaloosa may convert any Notes and Warrants which it
currently holds and may exercise any of its preemptive rights under
Section 8.12 of the Indenture governing any Notes which it currently
holds;
(ii) make any public announcement with respect to (i) any
proceeding under the bankruptcy laws (whether or not consensual), or
(ii) the acquisition of beneficial ownership of Common Stock, or (iii)
any extraordinary transaction or merger consolidation, sale of
substantial assets or business combination involving the Company or any
of its affiliates;
(iii) make, or in any way participate in, any
"solicitation" of "proxies" (as such terms are defined or used in
Regulation 14A under the Securities Exchange Act of 1934 (the "Exchange
Act")), or become a "participant" in any "election contest" (as such
terms are defined or used in Rule 14a-11 under the Exchange Act) to
vote, or seek to advise or influence any person or entity with repsect
to the voting of, any voting securities of the Company or any of its
affiliates;
(iv) form, join or in any way participate in a "group"
(as such term is used in Section 13d(3) of the Exchange Act" to take any
action otherwise prohibited under this letter agreement;
(v) publicly initiate or propose any shareholder
proposals for submission to a vote of shareholders, whether by action at
a shareholder meeting or by written consent, with repsect to the Company
or any of its affiliates or propose the removal of any member of the
Board of Directors; or
(vi) publicly request the Company (or its directors,
officers, employees or agents) to amend or waive any provision of this
letter agreement or otherwise seek any modification to or waiver of any
of the agreements or obligations hereunder.
2. Voting. During the Term, with repsect to each matter
submitted to the shareholders of the Company for a vote, whether at a
meeting or pursuant to any consent of shareholders, Appaloosa and McGhan
agree tovote (whether by proxy or otherwise) all shares of Common Stock
owned by each of them in proportion to the vote of all other
shareholders of the Company's Common Stock.
3. Additional Covenant of McGhan. During the Term, McGhan
shall not by purchase, conversion of a derivative security, or
otherwise, acquire, or agree to acquire, ownership (including, but not
limited to, beneficial ownership) of any shares of Common Stock of the
Company, or any notes, debentures or other securities which may be
convertible or exchangeable into Common Stock of the Company; provided,
however, that McGhan may convert any Notes, Warrants or options which he
holds as of June 30, 1997. In addition, notwithstanding the foregoing,
following the Company's public disclosure of the hiring of a new Chief
Financial Officer, McGhan may become the "Beneficial Owner" of up to,
but not exceeding, 19.9% of the outstanding shares of the Company's
Common Stock.
4. The Term. The term of this letter agreement (the "Term")
shall be from the date hereof until the earliest to occur of: (i)
September 30, 1997, (ii) the occurrence and continuance of an Event of
Default under the Indenture, (iii) a determination that defaults existed
under the Indenture for the year ended December 31, 1996 and the quarter
ended March 31, 1997, but were not disclosed to Appaloosa in connection
herewith, (iv) the failure of the Company at any time to properly
disclose material events in its filings with the Securities and Exchange
Commission, (v) a breach by the Company of any covenants sety forth in
this letter agreement or in any other agreement entered into with
Appaloosa in connection herewith, or (vi) the date on which Appaloosa
makes a reasonable and good faith determination that the Company's
maximum exposure in the breast implant litigation is materially greater
than the amount previously disclosed to Appaloosa in connection with
this letter agreement.
5. Miscellaneous. This letter agreement shall be subject to
New York law and shall be enforceable in any federal or state court in
Manhattan; and all of the parties hereto consent to personal
jurisdiction. In the event of a breach, the offended party can seek
injunctive relief as well as monetary damages; and the prevailing party
shall be entitled to recover its legal costs to enforce this letter
agreeent. This letter agreement cannot be modified or amended except in
a writing signed by all parties; can be signed in counterparts
(including by fax).
If this letter agreement correctly sets forth the
understanding between us, please so indicate by signing and returning to
the undersigned a copy.
Very truly,
INAMED CORPORATION
By: /s/ Donald K. McGhan
Donald K. McGhan
Chairman and Chief Executive
Officer
Accepted and agreed as of
the date first written above
/s/ Donald K. McGhan
DONALD K. MCGHAN
APPALOOSA MANAGEMENT L.P.
By: /s/ David A. Tepper
David A. Tepper
President
