UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14 )*
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 &
26 Main Street, First Floor Jacobson
Chatham, NJ 07928 One New York Plaza
(973) 701-7000 New York, NY 10004
(212) 859-8000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 15, 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(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 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 Page 2 of 5 Pages
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*
00
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)
35.4%
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 Page 3 of 5 Pages
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*
00
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)
35.4%
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. 14 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 and Amendment No. 13 filed on May
17, 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 3. Source and Amount of Funds or Other Consideration
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Of the 200,000 Shares acquired by the Reporting Persons since the
filing of Amendment No. 13 to the Schedule 13D, 89,360 Shares were acquired
with the funds of the Partnership, 99,080 Shares were acquired with the
funds of Palomino and 11,560 Shares were acquired with the funds of Tersk.
ITEM 5. Interest in Securities of the Issuer
------------------------------------
On June 15, 1999, in a privately negotiated transaction, the Manager
purchased, on behalf of the Partnership, Palomino and Tersk, 200,000 Shares
at an aggregate purchase price of $2,650,000 (or at a price per share of
$13.25).
Accordingly, as of the date hereof, the Partnership, Palomino,
Palomino Holdings and Tersk may be deemed to have beneficial ownership of
3,121,483, 695,064, 2,504,625 and 78,880 Shares, respectively (or 6,400,052
Shares in the aggregate).
(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 35.4% 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) Except as described in this Schedule 13D, none of the Reporting
Persons have effected any transactions in Shares during the sixty
days preceding the date of this Schedule 13D.
(d) Not applicable
(e) Not applicable
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: June 21, 1999
Appaloosa Management L.P.
By: Appaloosa Partners Inc.,
Its General Partner
By: /s/ David A. Tepper
--------------------------------
David A. Tepper
President
/s/ David A. Tepper
-----------------------------------
David A. Tepper
