UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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)
January 9, 1998
(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 1,329,733
OWNED BY (9) SOLE DISPOSITIVE POWER
635,604
EACH
(10) SHARED DISPOSITIVE POWER
REPORTING 1,329,733
PERSON WITH
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,329,733
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.96%
(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 1,329,733
OWNED BY (9) SOLE DISPOSITIVE POWER
207,310
EACH
(10) SHARED DISPOSITIVE POWER
REPORTING 1,329,733
PERSON WITH
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,329,733
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.96%
(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 181,554
OWNED BY (9) SOLE DISPOSITIVE POWER
-0-
EACH
(10) SHARED DISPOSITIVE POWER
REPORTING 181,554
PERSON WITH
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
181,554
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.04%
(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)
1.22%
(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)
2.22%
(14) TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
This Amendment No. 7 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, Amendment
No. 5 filed on May 23, 1997, and Amendment No. 6 filed on July 14, 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 $60,940 principal amount of the 4% Convertible
Debentures due 2000 of the Company (the "Debenture") acquired
by the Reporting Persons since the filing of Amendment No. 6
to Schedule 13D on July 14, 1997, 105% of the $60,940
principal amount plus accrued interest, total purchase price
of $64,048, of the Debenture was purchased with the working
capital of International Integrated Industries, L.L.C.
International Integrated Industries, L.L.C. immediately
converted the Debenture into INAMED Corporation Common Stock
under the terms and conditions of the conversion rights of the
Debenture, resulting in the issuance of 20,226 shares and the
retirement of the Debenture.
ITEM 4. PURPOSE OF TRANSACTION.
International Integrated Industries, L.L.C. has acquired the
$61,000.94 (principal amount plus accrued interest) of the 4%
Convertible Debentures due 2000, and immediately converted the
Debenture into INAMED Corporation Common Stock under the terms
and conditions of the Debentures resulting in 20,226 shares,
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 January 9,
1998, which he believes to be 7.15% 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 2.33% 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 January
9, 1998, which they believe to be 1.22% of the outstanding
class of shares of the Issuer.
McGhan Management Limited Partnership owned 197,280 shares on
January 9, 1998, which they believe to be 2.22% of the entire
outstanding class of shares of the Issuer.
International Integrated Industries, L.L.C. owned 157,401
shares on January 9, 1998, which they believe to be 1.77% of
the entire outstanding class of shares of the Issuer. In
addition, International Integrated Industries, L.L.C. owned on
January 9, 1998, $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. Under the terms of
the Second Supplemental Indenture dated July 2, 1997, the
conversion price of the warrants has been reduced from $8.00
to $7.50 per share. This reduction results in 8,571 shares
from exercise of warrants representing $64,285.71 callable at
$7.50 per share. The result would be International Integrated
Industries, L.L.C. owning 181,554 shares on January 9, 1998,
which they believe to be 2.04% 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) 10,900 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.
(c) On January 9, 1998, International Integrated Industries,
L.L.C. purchased $61,000.94 of 4% Convertible Debentures due
2000. Such Debentures were acquired in a single private
transaction at 105% of face value ($64,048). (See Exhibit A.)
On January 9, 1998, International Integrated Industries,
L.L.C. converted $61,000.94 of 4% Convertible Debentures due
2000 into shares of INAMED Corporation Common Stock at a per
share price of $3.016.
(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.
Trade Confirmation (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: January 15, 1998
/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
TRADE CONFIRMATION
SELLER'S NAME: Anaconda Opportunity Fund, LP
CONTACT: Peter Amato
PHONE NUMBER: (212) 698-9619
FAX NUMBER: (212) 698-9628
BUYER'S NAME: International Integrated Industries, LLC
CONTACT: Donald K. McGhan
PHONE NUMBER: (702) 731-2650
FAX NUMBER: (702) 791-3267
The parties hereby agree to the following transaction:
TRADE DATE: As of January 9, 1998
BUYER: International Integrated Industries, LLC
SELLERS: Anaconda Opportunity Fund, LP
DEBT INSTRUMENT: Inamed Corporation 4% Convertible Debentures
due
2000 (the "Debentures")
PRINCIPAL AMOUNT: $60,940.00
FORM OF PURCHASE: Assignment
CLOSING: January 9, 1998
PRICE: $64,047.94 (105% of Principal Amount plus
accrued
interest through Closing)
REPRESENTATIONS: Seller represents and warrants that Seller owns
the Debentures subject of this trade free and clear
of any lien, charge, encumbrance or adverse claim
of any third party and the Seller has not
authorized, nor to the Seller's knowledge have
there been, any alterations or modifications of
the Debentures.
Buyer and Seller acknowledge that either of
them may have access to or possession of
confidential or material nonpublic information
concerning Inamed or the Debentures. Buyer and
Seller agree to waive any claim against one
another deriving from or relating to any
assertion that they did not have access to the same
information.
ADDITIONAL
DOCUMENTATION: Buyer and Seller agree to cooperate to execute
reasonable necessary documentation to transfer
the ownership of the Debentures on the terms
described herein.
If the foregoing reflects our agreement, please provide the signature of
a duly authorized officer or other signatory where indicated below and
return this letter to each party.
ACCEPTED AND AGREED:
SELLER BUYER
Anaconda Opportunity Fund, LP International Integrated Industries, LLC
By: /s/ Mitchell J. Kelly By: /s/ Donald K. McGhan
Name: Mitchell J. Kelly Name: Donald K. McGhan
Title: General Partner Title: Managing Member
