UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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., Suite 900, Las Vegas, NV 89109 (702)
791-3388
(Name, address and telephone number of person authorized to
receive notices and communications)
January 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 [ ].
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 1,186,179
OWNED BY (9) SOLE DISPOSITIVE POWER
635,604
EACH
(10) SHARED DISPOSITIVE POWER
REPORTING 1,186,179
PERSON WITH
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,186,179
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8%
(14) TYPE OF REPORTING PERSON*
IN
(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)
1.3%
(14) TYPE OF REPORTING PERSON*
CO
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)
2.5%
(14) TYPE OF REPORTING PERSON*
CO
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 38,000
OWNED BY (9) SOLE DISPOSITIVE POWER
-0-
EACH
(10) SHARED DISPOSITIVE POWER
REPORTING 38,000
PERSON WITH
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,000
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
(14) TYPE OF REPORTING PERSON*
CO
The Schedule 13D filed with the Securities and Exchange
Commission (the "Commission") on January 24, 1994, by Donald K.
McGhan with respect to the ownership of common stock, $.01 par
value (the "Common Stock") of INAMED CORPORATION, a Florida
corporation ("INAMED"), is amended to furnish the additional
information set forth below:
ITEM 1. SECURITY AND ISSUER.
No Change.
ITEM 2. IDENTITY AND BACKGROUND.
No Change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The following is added to Item 3:
The source of funds for purchase of the 10,000 Shares
purchased by McGhan Management Limited Partnership
January 27, 1997, is working capital.
ITEM 4. PURPOSE OF TRANSACTION.
The following is added to Item 4.
McGhan Management Limited Partnership has acquired an
additional 10,000 Shares for the purpose of maintaining
a significant equity position in INAMED and to maximize
the value of their investment. To this end, McGhan
Management Limited Partnership intends to continually
review INAMED'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 McGhan Management
Limited Partnership 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 INAMED 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 INAMED
through a proxy solicitation, tender offer, exchange
offer or otherwise, or such other actions as Mr. McGhan
and McGhan Management Limited Partnership 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 Share held by Mr.
McGhan and McGhan Management Limited Partnership 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
February 7, 1997, which he believes to be 7.91% 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 2.58% of the
outstanding Shares) directly for her own account. Mr.
McGhan disclaims beneficial ownership of the Shares
owned by Mrs. McGhan.1
McGhan Management Corporation owned 107,985 Shares on
February 7, 1997, which they believe to be 1.34% of the
outstanding class of Shares of the Issuer.
McGhan Management Limited Partnership owned 197,280
Shares on February 7, 1997, which they believe to be
2.45% of the entire outstanding class of Shares of the
Issuer.
International Integrated Industries LLC owned 38,000
Shares on February 7, 1997, which they believe to be
0.47% 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.
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 LLC and, as such, participates in
voting on the directives that the Board of Members
authorizes for the Secretary of International
Integrated Industries, LLC to act upon to vote, or to
direct the vote, and to direct the disposition of the
Shares owned by International Integrated Industries
LLC.
(c) On January 27, 1997, McGhan Management Limited
Partnership purchased a total of 10,000 Shares. Such
Shares were crossed on the NASDAQ market at a per share
price of $7.62 per share. There was a single security
transaction.
(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 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
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 Common Stock owned directly
by McGhan Management Limited Partnership. Mr. McGhan
is the General Manager and sole General Partner of
McGhan Management Limited Partnership.
The Board of Members of International Integrated
Industries LLC has the authority to receive or direct
the receipt of dividends from, or the proceeds from the
sale of Common Stock owned directly by International
Integrated Industries LLC. Mr. McGhan is the Managing
Member of International Integrated Industries LLC.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
No Change.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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: February 14, 1997 /s/ Donald K. McGhan
Donald K. McGhan, individually and as Chairman of the Board of
McGhan Management Corporation, General Partner of McGhan
Management Limited Partnership and Managing Member of
International Integrated Industries, LLC.
_______________________________
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 LLC and a 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) 9,750
Shares held of record by Garrett M. Wilson, Mr. McGhan's grandson
and Mrs. Moseley's son.
