UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 15)*
INAMED CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
453235103
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(CUSIP Number)
KENNETH MAIMAN, ESQ. ROBERT C. SCHWENKEL, ESQ.
APPALOOSA MANAGEMENT L.P. FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
26 MAIN STREET, FIRST FLOOR ONE NEW YORK PLAZA
CHATHAM, NJ 07928 NEW YORK, NY 10004
(973) 701-7000 (212) 859-8000
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(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
NOVEMBER 22, 1999
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(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(e), 13d-1(f) or 13d-1(g), 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 disclosures provided in a prior cover page.
The information required on 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 453235103
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
APPALOOSA MANAGEMENT L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NOT APPLICABLE
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,400,052
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 6,400,052
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,400,052
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.3%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 453235103
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DAVID A. TEPPER
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NOT APPLICABLE
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
SHARES 6,400,052
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 6,400,052
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,400,052
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.3%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
This Amendment No. 15 to the statement on Schedule 13D filed on behalf
of Appaloosa Management L.P. (the "Manager") and David A. Tepper ("Mr.
Tepper" and, together with the Manager, collectively, the "Reporting
Persons") on August 26, 1996, as amended by Amendment No. 1 filed on
September 26, 1996, Amendment No. 2 filed on January 28, 1997, Amendment
No. 3 filed on April 7, 1997, Amendment No. 4 filed on May 13, 1997,
Amendment No. 5 filed on June 12, 1997, Amendment No. 6 filed on July 14,
1997, Amendment No. 7 filed on December 3, 1997, Amendment No. 8 filed on
December 12, 1997, Amendment No. 9 filed on October 2, 1998, Amendment No.
10 filed on November 9, 1998, Amendment No. 11 filed on March 16, 1999,
Amendment No. 12 filed on April 30, 1999, Amendment No. 13 filed on May 17,
1999 and Amendment No. 14 filed on June 21, 1999 (the "Schedule 13D"),
relates to the common stock of INAMED 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 5. Interest in Securities of the Issuer
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On November 22, 1999, the Company consummated a public offering of its
Shares, which resulted in a decrease in the percentage of Shares
beneficially owned by the Reporting Persons (the number of Shares
beneficially owned by the Reporting Persons prior to the public offering,
6,400,052, has not changed as a result of the public offering).
Accordingly, Item 5 is hereby amended to reflect that as of the date
hereof, the Reporting Persons may be deemed to beneficially own
approximately 30.3% of the issued and outstanding Shares.
(a) This statement on Schedule 13D relates to 6,400,052 Shares which may
be deemed to be beneficially owned by the Reporting Persons and which
constitute approximately 30.3% of the issued and outstanding Shares.
(b) The Manager may be deemed to have the sole voting and dispositive
power with respect to 6,400,052 Shares. Mr. Tepper may be deemed to
have sole voting power and dispositive power with respect to 6,400,052
Shares.
(c) Not applicable
(d) Not applicable
(e) Not applicable
<PAGE>
SIGNATURE
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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: November 23, 1999
Appaloosa Management L.P.
By: Appaloosa Partners Inc.,
Its General Partner
By: /s/ David A. Tepper
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David A. Tepper
President
/s/ David A. Tepper
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David A. Tepper
