UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
May 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 1 3d-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).
<PAGE>
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 1,243,301
OWNED BY (9)SOLE DISPOSITIVE POWER
635,604
EACH
(10)SHARED DISPOSITIVE POWER
REPORTING 1,243,301
PERSON WITH
(11)AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,243,301
(12)CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*[ ]
(13)PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.13%
(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 1,243,301
OWNED BY (9)SOLE DISPOSITIVE POWER
207,310
EACH
(10)SHARED DISPOSITIVE POWER
REPORTING 1,243,301
PERSON WITH
(11)AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,243,301
(12)CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*[ ]
(13)PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.13%
(14)TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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 95,122
OWNED BY (9)SOLE DISPOSITIVE POWER
-0-
EACH
(10)SHARED DISPOSITIVE POWER
REPORTING 95,122
PERSON WITH
(11)AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
95,122
(12)CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*[ ]
(13)PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.16%
(14)TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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)
1.31%
(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)
2.40%
(14)TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
This Amendment No. 5 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"),
as amended by Amendment No. 4 filed on January 27, 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 49,250 shares and the $50,000 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.
4 to Schedule 13D on January 27, 1997, 49,250 shares and $50,000
principal amount of Notes were purchased with the working capital of
International Integrated Industries, L.L.C.
The purchase price of the Shares was 15,000 Shares at $5.375
per Share and 34,250 Shares at $5.00 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 49,250 Shares and the $50,000 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 May 27, 1997, which he
believes to be 7.74% 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 2.52% 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 May 27, 1997, which
they believe to be 1.31% of the outstanding class of Shares of the Issuer.
McGhan Management Limited Partnership owned 197,280 Shares on May 27, 1997,
which they believe to be 2.40% of the entire outstanding class of Shares of
the Issuer.
International Integrated Industries, L.L.C. owned 87,250 Shares on May 27,
1997, which they believe to be 1.06% of the entire outstanding class of
Shares of the Issuer. In addition, International Integrated Industries,
L.L.C. owned on May 27, 1997, $50,000 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) 5,194 Shares from
conversion of $28,571.43 at $5.50 per Share and b) 2,678 Shares from
exercise of warrants representing $21,428.57 callable at $8.00 per Share.
The result would be International Integrated Industries, L.L.C. owning
95,122 shares on May 27, 1997, which they believe to be 1.16% 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.
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 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..
(c) On March 25, 1997, International Integrated Industries, L.L.C. purchased
15,000 Shares. Such Shares were crossed on the NASDAQ market at a per share
price of $5.375 per share. There was a single security transaction.
On May 27, 1997, International Integrated Industries, L.L.C. purchased a
total of 34,250 Shares. Such Shares were acquired in four (4) private
transactions all priced at $5.00 per Share.
(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.
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 Common Stock owned directly by International
Integrated Industries, L.L.C.. Mr. McGhan is the Managing Member of
International Integrated Industries, L.L.C..
(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: May 27, 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
