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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Name of Issuer: INAMED Corporation
Title of Class of Securities: Common Stock, no par value.
CUSIP Number: 453235103
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Norman S. Schleifer
c/o Oracle Partners, L.P.
712 Fifth Avenue, 45th Floor
New York, New York 10019
(Date of Event which Requires Filing of this Statement)
7/2/97
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 [ ].
*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 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).
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CUSIP No. 453235103
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Larry N. Feinberg
2. Check the appropriate box if a member of a group
a.
b.
3. SEC Use Only
4. SOURCE OF FUNDS
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. Sole Voting Power
662,300 (including 11% Secured Convertible Notes due
1999 convertible into 400,000 shares of common
stock and Warrants exercisable for 206,250 shares
of common stock)
8. Shared Voting Power
511,773 (including 11% Secured Convertible Notes due
1999 convertible into 327,273 shares of common
stock and Warrants exercisable for 168,750 shares
of common stock)
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9. Sole Dispositive Power
662,300 (including 11% Secured Convertible Notes due
1999 convertible into 400,000 shares of common
stock and Warrants exercisable for 206,250 shares
of common stock)
10. Shared Dispositive Power
511,773 (including 11% Secured Convertible Notes due
1999 convertible into 327,273 shares of common
stock and Warrants exercisable for 168,750 shares
of common stock)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,174,073 (including 11% Secured Convertible Notes due
1999 convertible into 727,273 shares of common
stock and Warrants exercisable for 375,000 shares
of common stock)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
12.29%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 453235103
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Oracle Partners, L.P.
2. Check the appropriate box if a member of a group
a.
b.
3. SEC Use Only
4. SOURCE OF FUNDS
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. Sole Voting Power
8. Shared Voting Power
511,773 (including 11% Secured Convertible Notes due
1999 convertible into 327,273 shares of common
stock and Warrants exercisable for 168,750 shares
of common stock)
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9. Sole Dispositive Power
10. Shared Dispositive Power
511,773 (including 11% Secured Convertible Notes due
1999 convertible into 327,273 shares of common
stock and Warrants exercisable for 168,750 shares
of common stock)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
511,773 (including 11% Secured Convertible Notes due
1999 convertible into 327,273 shares of common
stock and Warrants exercisable for 168,750 shares
of common stock)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
5.72%
14. Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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The Reporting Persons (as defined below) are filing this
Amendment No. 1 to Schedule 13D to report a Consent and Waiver
Agreement entered into with INAMED Corporation ("INAMED") in
connection with a second supplemental indenture dated July 2,
1997 (the "Second Supplemental Indenture") to an indenture dated
January 2, 1996 (the "Indenture") between INAMED and Santa
Barbara Bank & Trust, as trustee. The Indenture was entered into
in connection with the issuance by INAMED of 11% Secured
Convertible Notes due 1999 (the "Notes"). The Second
Supplemental Indenture is more fully described in Item 6 below.
Item 1. SECURITY AND ISSUER
No change.
Item 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of Mr. Larry N.
Feinberg and Oracle Partners, L.P. (the "Reporting Persons").
Oracle Partners, L.P. has been added as a Reporting Person due to
an increase in the percentage of shares of INAMED's Common Stock
of which Oracle Partners, L.P. is deemed to be the beneficial
owner. Mr. Feinberg is the managing general partner of Oracle
Partners, L.P. and Oracle Institutional Partners, L.P., both of
which are investment limited partnerships (the "Partnerships").
Mr. Feinberg is also the sole principal of Oracle Investment
Management, Inc., the investment manager (the "Investment
Manager") of several managed accounts (the "Managed Accounts").
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The Partnerships and the Managed Accounts will be collectively
referred to herein as the "Funds". The principal offices of the
Funds and the Investment Manager are at 712 Fifth Avenue, 45th
Floor, New York, New York 10019.
The Reporting Persons have not during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). The Reporting Persons have
not during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violations with respect to such laws.
Mr. Feinberg is a citizen of the United States of
America. Oracle Partners, L.P. is a limited partnership formed
under the laws of the State of Delaware.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of the date hereof, Mr. Larry N. Feinberg is deemed
to beneficially own 71,800 shares of INAMED's Common Stock, no
par value (the "Common Stock"), Notes that are convertible into
727,273 shares of Common Stock and Warrants that are exercisable
for 375,000 shares of Common Stock. The Common Stock, the Notes
and the Warrants are held by the Funds over which Mr. Feinberg
has investment discretion. The funds for the purchase of the
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Common Stock, the Notes and the Warrants held in the Funds, over
which Mr. Feinberg has investment discretion, came from capital
contributions to the Funds by their general and limited partners.
The funds for the purchase of the Common Stock, the Notes and the
Warrants held in the Managed Accounts, over which the Mr.
Feinberg has investment discretion, came from each managed
account's own funds. Leverage was not used to purchase the
Common Stock, Notes or Warrants.
As of the date hereof, Oracle Partners, L.P. ("Oracle
Partners") is deemed to beneficially own 15,750 shares of
INAMED's Common Stock, no par value, Notes that are convertible
into 327,273 shares of Common Stock and Warrants that are
exercisable for 168,750 shares of Common Stock. The funds for
the purchase of the Common Stock, the Notes and the Warrants held
in Oracle Partners came from capital contributions to Oracle
Partners by its general and limited partners. Oracle Partners
did not use leverage to purchase the Common Stock, Notes or
Warrants.
Item 4. PURPOSE OF TRANSACTION
The Common Stock, the Notes and the Warrants
beneficially owned by the Reporting Persons were acquired for,
and are being held for, investment purposes. The Reporting
Persons may acquire additional shares of Common Stock, dispose of
all or some of those shares from time to time, in each case in
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open market transactions, block sales or purchases or otherwise,
or may continue to hold those shares.
The Reporting Persons do not have any plan or proposal
which relates to, or would result in, any of the actions
enumerated in Item 4 of the instructions to Schedule 13D.
However, the Reporting Persons reserve the right to discuss
company business with management, make proposals to management
and/or take other actions to influence the management of INAMED
should they deem such actions appropriate.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, Mr. Feinberg is deemed to be the
beneficial owner of 71,800 shares of Common Stock, Notes
convertible into 727,273 shares of Common Stock and Warrants
exercisable for 375,000 shares of Common Stock. Assuming the
conversion of the Notes and the exercise of the Warrants, Mr.
Feinberg would be deemed to be the beneficial owner of 1,174,073
shares of Common Stock constituting 12.29% of the shares of
INAMED Common Stock based upon 9,546,939 shares that would be
outstanding upon conversion of the Notes and exercise of the
Warrants. This figure is based on information received from
INAMED stating that, as of July 28, 1997, there were 8,444,666
shares of Common Stock outstanding. With respect to 511,773
shares of the INAMED Common Stock Mr. Feinberg is deemed to
beneficially own, Mr. Feinberg and Oracle Partners share the
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power to vote, direct the vote, dispose of or direct the
disposition of those shares. Mr. Feinberg has the sole power to
vote, direct the vote, dispose of or direct the disposition of
the remainder of shares of INAMED Common Stock of which he is
currently deemed to be the beneficial owner.
As of the date hereof, Oracle Partners is deemed to be the
beneficial owner of 15,750 shares of Common Stock, Notes
convertible into 327,273 shares of Common Stock and Warrants
exercisable for 168,750 shares of Common Stock. Assuming the
conversion of the Notes and the exercise of the Warrants, Oracle
Partners would be deemed to be the beneficial owner of 511,773
shares of Common Stock constituting 5.72% of the shares of INAMED
Common Stock based upon 8,941,139 shares that would be
outstanding upon conversion of the Notes and exercise of the
Warrants. This figure is based on information received from
INAMED stating that, as of July 28, 1997, there were 8,444,666
shares of Common Stock outstanding. Oracle Partners and Mr.
Feinberg share the power to vote, direct the vote, dispose of or
direct the disposition of the shares of INAMED Common Stock of
which they both are currently deemed to be the beneficial owners.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER
INAMED notified the Funds that certain events caused
material delays in the resolution of a litigation involving
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INAMED (the "Litigation") for which the Funds had placed monies
in escrow pending a settlement (the "Escrow"). INAMED requested
the Funds' cooperation in amending the Indenture entered into in
connection with the issuance of the Notes to provide for the
release of the monies from Escrow, redeem a portion of the Notes
and establish an alternate source of financing for use in the
future settlement of the Litigation.
The Funds entered into a Consent and Waiver with INAMED
(the "Consent and Waiver") to amend the Indenture, thereby
creating the Second Supplemental Indenture, and to waive all past
defaults or events of default by INAMED. In connection with the
Second Supplemental Indenture, the Funds' monies placed in Escrow
were released, a portion of the Funds' Notes were redeemed and
the conversion price of the remaining Notes was changed, and the
Funds were issued warrants pursuant to a Warrant Agreement dated
July 2, 1997 (the "Warrant Agreement"). Under the Warrant
Agreement, the Funds, in the aggregate, were issued Warrants
representing the right to purchase 375,000 shares of Common Stock
at an exercise price of $8.00 per share.
[The validity of the Second Supplemental Indenture is
conditioned upon consent to the matters described above by the
holders of a majority in principal amount of the Notes through
the Consent and Waivers to amend the Indenture pursuant to the
Consent and Waivers].
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Additionally, on January 8, 1997, the Funds, in the
aggregate, received 35,000 shares of Common Stock representing 5%
of the shares of Common Stock that would have been issuable to
the Funds if all Notes had been converted on June 10, 1996. The
Funds received these shares in exchange for waiving certain
defaults by INAMED that occurred through March 31, 1996.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
Signature
The undersigned, after reasonable inquiry and to the
best of his knowledge and belief, certifies that the information
set forth in this statement is true, complete and correct.
August 29, 1997
/s/ Larry N. Feinberg
________________________________
Larry N. Feinberg
Oracle Partners, L.P.
/s/ Larry N. Feinberg
________________________________
By: Larry N. Feinberg,
General Partner
00751001.AN6
