INAMED CORP
8-K, 1999-02-04
ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES
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                           Current Report on Form 8-K

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                              ---------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): February 1, 1999

                               INAMED CORPORATION

                               ------------------
             (Exact name of registrant as specified in its charter)

         DELAWARE                    1-9741                   59-0920629
- ----------------------------  ---------------------    -------------------------
(State or other jurisdiction      (Commission               IRS Employer
 of incorporation)                 File Number)           Identification No.)

                                 700 Ward Drive
                         Santa Barbara, California 93111

                     --------------------------------------
                     Address of principal executive offices

        Registrant's telephone number, including area code: 805/692-5400

                      3800 Howard Hughes Parkway, Suite 900
                             Las Vegas, Nevada 89109

          -------------------------------------------------------------
         (Former name or former address, if changed since last report.)


<PAGE>

Item 5.  OTHER EVENTS.

                   On February 2, 1999, INAMED Corporation (the "Company")
issued a press release announcing the entry of a final order (the "Order")
approving the limited fund, mandatory class action settlement of virtually all
of the breast implant litigation against the Company. The press release and the
Order are attached as Exhibits 99.1 and 99.2, respectively, to this Current
Report and incorporated herein by reference.

                  In addition, on February 2, 1999, the Company issued a press
release announcing a series of executive changes, as well as a change in the
corporate headquarters of the Company from Las Vegas, Nevada to Santa Barbara,
California. The press release is attached as Exhibit 99.3 to this Current Report
and incorporated herein by reference.

Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL

                  INFORMATION AND EXHIBITS

                  (c)      EXHIBITS

                           99.1     Press  release of INAMED  Corporation  dated
                                    February 2, 1999.
                           99.2     Order and Final Judgment  Certifying  Inamed
                                    Settlement Class,
                                    Approving Class  Settlement,  and Dismissing
                                    Claims Against  Inamed and Released  Parties
                                    dated February 1, 1999

                           99.3     Press  release of INAMED  Corporation  dated
                                    February 2, 1999.


                                       -2-

<PAGE>
                                    SIGNATURE

                  Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                                  INAMED CORPORATION



Dated: February 2, 1999                           By:  /S/ RICHARD G. BABBITT  
                                                      --------------------------
                                                  Name: Richard G. Babbitt
                                                  Title:   Chairman and CEO


                                       -3-
<PAGE>

EXHIBIT INDEX

                  99.1     Press Release of INAMED Corporation dated February 2,
                           1999.
                  99.2     Order and Final Judgment Certifying Inamed Settlement
                           Class,  Approving  Class  Settlement,  and Dismissing
                           Claims  Against  Inamed and  Released  Parties  dated
                           February 1, 1999
                  99.3     Press release of INAMED Corporation dated February 2,
                           1999.


                                       -4-

EXHIBIT 99.1

INAMED "Innovation and Medicine"                      INAMED CORPORATION
                                                      700 Ward Drive
                                                      Santa Barbara, CA  93111
                                                      (805) 692-5400 Telephone
                                                      (805) 692-5441 Facsimile

COMPANY CONTACTS:                   Richard G. Babbitt
                                    (805) 692-5400

                                    Ilan K. Reich
                                    (212) 626-6800

              COURT GRANTS FINAL APPROVAL OF MANDATORY CLASS ACTION
                       SETTLEMENT OF INAMED CORPORATION'S

                            BREAST IMPLANT LITIGATION

Santa Barbara,  California--February  2, 1999--INAMED  Corporation (OTC Bulletin
Board:  IMDC) announced today that federal Judge Sam C. Pointer,  Jr. has signed
and entered a final order and  judgment  approving  a "limited  fund"  mandatory
class  action  settlement  of  virtually  all of the breast  implant  litigation
against the Company.

The final order certifies a mandatory  settlement class of plaintiffs  including
all women, both domestic and foreign, who received breast implant products prior
to June 1, 1993 which were  manufactured by the Company's McGhan Medical and CUI
Corp. subsidiaries.  The order approves the settlement of the thousands of cases
and  claims by that  class of  plaintiffs  in  exchange  for the  payment of $32
million of cash,  which will be allocated  and  distributed  to class members in
future proceedings to be supervised by the court.

Individual  plaintiffs included within the mandatory class cannot opt-out of the
settlement.  The final order also  includes a permanent  injunction  prohibiting
class members from commencing or prosecuting federal or state court lawsuits for
claims  covered by the class  action  settlement  and a bar against  lawsuits by
certain persons and entities with indemnification and contribution claims.

The final order also approves the Company's amended  settlement of a significant
contractual  indemnity  claim by 3M Corp.  against the Company's  McGhan Medical
subsidiary.  That claim arose from the 1984  acquisition  of 3M Corp.'s  plastic
surgery business. In the amended settlement just reached, 3M Corp. has consented
to waive the condition for the release of its indemnity  claim which was part of
an original April 1998 agreement in exchange for a payment of $3 million,  which
will be made shortly, and the Company's assumption of contingent liability for a
prescribed  portion of 3M Corp.'s costs associated with claims involving medical
prostheses  manufactured by the Company after the 1984 acquisition.  The amended
settlement  with 3M Corp.  will  not have a  material  financial  impact  on the
Company.

If the period for filing appeals of the court's final order and judgment  passes
with no appeals being


                                       -5-
<PAGE>

filed,  then by early June 1999 INAMED Corp.  will be required to fund the $25.5
million  subordinated  note for the  benefit of the  plaintiff  class  which was
deposited  into a  court-supervised  escrow account in October 1998. At the same
time the  Company  will be  obligated  to pay $3 million  for the  approximately
426,000 shares of common stock also included in that escrow account; however, as
announced in April 1998, the Company has assigned that  obligation to its senior
debt holders.  If an appeal is filed, all of those funding  obligations would be
deferred pending completion of the appellate proceedings.

The Company is  considering  the most  effective  alternative  for financing its
obligations  under the settlement  agreement,  including through the exercise of
various warrants which were previously issued for this purpose and/or new bridge
or  permanent  debt  financing.  Appaloosa  Management  LP, which is the largest
holder of the  Company's  senior debt,  has recently  confirmed its intention to
fund the  litigation  settlement.  It is  possible  that in order to obtain  the
financing  to fund the  litigation  settlement  the  Company  would  adjust  the
exercise  price of certain  warrants  or issue new equity-  related  securities,
which could be dilutive to current shareholders and other holders of warrants.

INAMED  is  a  global  surgical  and  medical  device  company  engaged  in  the
development,  manufacturing and marketing of medical devices for the plastic and
reconstructive, bariatric and general surgery markets.

                                      # # #

                                       -6-


Exhibit 99.2

                          UNITED STATES DISTRICT COURT
                          NORTHERN DISTRICT OF ALABAMA

                                SOUTHERN DIVISION

In re:                                       )
                                             )
                                         
SILICONE GEL BREAST IMPLANT                  )  Master File No. CV 92-P-100000-S
PRODUCTS LIABILITY LITIGATION                )
(MDL 926)                                    )
                                         
SANDY ALTRICHTER, et al., on Behalf of       )
Themselves and All Others Similarly Situated )

                                 Plaintiffs; )
                                             )
                                             
         vs.                                 )  Civil Action No. CV 97-P-11441-S
                                             )
                                             )
INAMED CORPORATION, et al.,                  )
                                 Defendants. )
                                             
                                  ORDER NO. 47A
                                  -------------

          (ORDER AND FINAL JUDGMENT CERTIFYING INAMED SETTLEMENT CLASS,
      APPROVING CLASS SETTLEMENT, AND DISMISSING CLAIMS AGAINST INAMED AND
                                RELEASED PARTIES)

        After due notice and  following  an  evidentiary  hearing on January 11,
1999,  the  application  of  the  parties  in  Case  No.  CV  97-P-11441-S   for
certification  of a plaintiff  class and for approval of a class  settlement has
been submitted for decision. Upon consideration of the supporting documentation,
declarations,  and  affidavits  submitted by the  parties,  the  objections  and
comments  filed or  presented in open court,  and the  testimony  and  arguments
presented at the hearing,  the court  concludes that the  application  should be
approved with the  clarifications  made herein,  which have been accepted by the
parties, and ORDERS and ADJUDGES as follows:

        1. The capitalized  terms used in this Order shall have the same meaning
as those in the Settlement Agreement dated April 2, 1998 (as amended), the terms
of which are  incorporated  into this  Order.  Here,  as  there,  references  to
"INAMED"  include  INAMED  Corporation  and  its  subsidiaries   McGhan  Medical
Corporation (Cal.) ("MMC") and CUI Corporation ("CUI"),  together with the other
affiliated  persons and  entities  included  within the  Settlement  Agreement's
definition of "INAMED".

        2. Case No. CV 97-P-11441-S is certified as a class action under Fed. R.
Civ. P. 23(a) and 23(b)(1)(B), as follows:

        (a) The  action  will be  maintained  as a class  action  on behalf of a
mandatory class of plaintiffs,  known as the INAMED Settlement Class, consisting
of and defined as all persons and entities, wherever located, who have or may in
the future have any  unsatisfied  claim  (whether  filed or unfiled,  pending or
reduced to judgment,  existing or contingent,  and specifically including claims
for alleged injuries and damages not yet known or manifest),  including assigned
claims (e.g., subrogation claims by workers,  compensation insurers,  employers,
and/or health care insurers or providers),  against any or all of INAMED and the
Released Parties


                                       -7-


<PAGE>

identified  in  Exhibit D to the  Settlement  Agreement  (as  modified  herein),
arising out of, based upon, related to, or involving INAMED Breast Implants that
were  implanted in an operation  that  occurred  before June 1, 1993.  The class
includes (1) all persons who have been  implanted with one or more INAMED Breast
Implants before June 1, 1993 (whether or not any such Breast Implant has been or
may be removed)  and (2) all  persons,  including  spouses,  parents,  children,
relatives,  "significant  others" where warranted by law,  representatives,  and
estates  that,  because  of a  personal  relationship  with any  Breast  Implant
Recipient in whom an INAMED Breast  Implant was  implanted  before June 1, 1993,
have or may have Breast Implant Related  claims.  The class does not include the
United States.

        (b) As used in this Order,  "Breast  Implant"  means any breast  implant
device  containing  or consisting  of saline,  silicone,  silicone gel and/or an
elastomer   made  of  silicone,   including   devices   designed  for  temporary
implantation  in the breast (i.e.,  tissue  expanders).  "INAMED Breast Implant"
means  a  Breast  Implant  manufactured,   distributed,   designed,  fabricated,
produced,  sold,  or  otherwise  placed  into the stream of  commerce by INAMED,
including but not limited to the products  listed in Exhibit B to the Settlement
Agreement.  Solely for purposes of ensuring that the releases extended to INAMED
and  Released  Parties  under  the  Settlement   Agreement  encompass  successor
liability or other claims against INAMED or Released Parties based upon implants
manufactured  by Minnesota  Mining and  Manufacturing  Company  ("3M") or McGhan
Medical Corporation (a Delaware corporation) ("MMC/3M"), "INAMED Breast Implant"
shall also be deemed to include  Breast  Implants  manufactured  by 3M or MMC/3M
whose  recipients have asserted or may assert claims or have obtained  judgments
against INAMED on account of such Breast Implants.

        (c) As used in this  Order,  "Settled  Claims"  means any and all Breast
Implant Related claims,  including assigned claims (e.g.,  subrogation claims of
workers'  compensation  insurers,  employers,  and/or  health  care  insurers or
providers),  whether  known or unknown,  asserted or  unasserted,  regardless of
legal theory, that are or may be asserted now or in the future by any and/or all
Settlement Class Members against any or all of INAMED and the Released  Parties.
Subject to the  clarification  stated below with respect to  children's  claims,
"Settled Claims" include, without limitation: (1) any and all claims of personal
injury and/or bodily injury,  damage,  death,  emotional or mental harm; (2) any
and all claims for  alleged  economic or other  injury or loss or for  statutory
damages under any state statute;  (3) any and all claims for medical  monitoring
and claims for  injunctive or  declaratory  relief based on,  arising out of, or
relating  to  Breast  Implants;  (4) any and all  claims  for  loss of  support,
services,  consortium,   companionship,  and/or  society  by  spouses,  parents,
children,  other relatives or "significant  others" of persons implanted by with
Breast Implants; (5) any and all claims for conspiracy or concert of action; (6)
any and all wrongful death or survival  actions;  and (7) any and all claims for
punitive or  exemplary  damages  based on or arising out of or related to Breast
Implants.  As  clarified  and  agreed by the  parties at the  hearing,  however,
"Settled  Claims" do not include  direct  claims for physical  injury or disease
brought  by  children  of Breast  Implant  Recipients,  and such  claims are not
affected by this order and judgment.

        (d) The court  confirms  its earlier  designation  of  plaintiffs  Sandy
Altrichter,  Janell Crumley  Black,  Darlene  Davis,  Lois Hamilton,  Rose Marie
Hodges, and Gloria Jones to be Representative  Plaintiffs for the class, and its
earlier appointment of Ralph I. Knowles, Jr., Leslie J. Bryan, Dianna Pendleton,
Elizabeth Cabraser, and Ernest Hornsby, and their respective law firms, to serve
as Settlement Class Counsel.  The court reserves the power to appoint additional
class representatives or class counsel, or to designate appropriate  subclasses,
should it later deem such additional appointments or designations appropriate.

        3. The court finds that the class certification  requirements of Fed. R.
Civ. P. 23(a)(1)-(4) are satisfied in that:

        (a) The  members  of the INAMED  Settlement  Class,  who are  reasonably
estimated to number in the tens of  thousands,  are so numerous  that joinder of
all members is impracticable.


                                       -8-


<PAGE>

        (b) There are  questions of law or fact common to the INAMED  Settlement
Class,  including  whether  INAMED's breast implant  products were defective and
unreasonably  dangerous,  and whether INAMED's conduct,  level of knowledge,  or
resulting  duty would give rise to any  liability.  No decision on the merits of
any of these  issues  has been made.  In  addition,  the court  finds that class
members  have common  interests  in  determining  whether a limited fund exists,
avoiding its diminishment by bankruptcy,  and establishing  equitable procedures
for its distribution.

        (c) The  claims of the  Representative  Plaintiffs  are  typical  of the
claims of the  INAMED  Settlement  Class in that they  assert  the same types of
factual and legal liability theories generally asserted by members of the class.
In addition,  their request for determination of the existence of a limited fund
and the  establishment  of equitable  procedures for its  distribution  seeks to
vindicate a common  interest  that is  independent  of any  factual  differences
between their personal claims and those of the class at large.

        (d) The  Representative  Plaintiffs,  who reflect  the full  spectrum of
breast implant claimants  ranging from claimants with no manifested  injuries to
claimants  with serious  illnesses,  and who include  both  domestic and foreign
claimants,  will  fairly and  adequately  protect  the  interests  of the INAMED
Settlement  Class.  The court further finds that Settlement  Class Counsel,  who
have a broad range of experience  in both  individual  and class breast  implant
litigation,  are  qualified and  competent to provide such  representation.  The
court  finds  that at the  present  stage  of the  proceedings,  there  exist no
conflicts of interest among the  Representative  Plaintiffs or Settlement  Class
Counsel in that all class  members share an  overriding  common  interest in the
identification  and  preservation of a limited fund, and the procurement for the
class of the maximum available recovery. In the event divergent interests emerge
during later stages of the  proceedings,  such as  proceedings  to determine the
allocation and  distribution of the settlement  amount,  the court will have the
ability in the exercise of the jurisdiction reserved herein to make such further
orders  or  appointments  as it deems  necessary  to  ensure  that all  relevant
interests are fairly and adequately represented.

        4. In  light  of the  financial  information,  affidavits  and  analyses
submitted  for its  consideration,  the court  finds that the INAMED  Settlement
Class meets the  requirements for  certification as a mandatory  ("non-opt-out")
class under Fed. R. Civ.  P.23(b)(1)(B),  in that the continued  prosecution  of
separate  actions by  individual  members of the INAMED  Settlement  Class would
create a risk of  adjudications  with respect to  individual  INAMED  Settlement
Class members that would as a practical  matter be  dispositive of the interests
of the other INAMED Settlement Class members not parties to the adjudications or
substantially impair or impede their ability to protect their interests. In this
regard,  the court finds that the costs and risks of individual  breast  implant
claims greatly exceed INAMED's limited resources,  which would soon be exhausted
if individual  litigation  were allowed to continue,  and that INAMED  therefore
constitutes a "limited fund" against which claims are properly  subject to class
certification  under Rule  23(b)(1)(B).  The court further  finds,  as discussed
below in connection with its determination under Fed. R. Civ. P. 23(e), that the
settlement fund made available by such  certification is  substantially  greater
than the amount, if any, that would be available to pay claims in the absence of
such certification.

        5. The court approves the proposed class settlement herein under Fed. R.
Civ. P. 23(e) as fair,  adequate,  reasonable,  and in the best interests of the
INAMED  Settlement  Class.  The court reaches this  conclusion on the basis of a
number of factors including the following:

        (a) The  court  finds  that the  settlement  was  non-collusive  and was
negotiated in good faith and at arms' length by experienced and informed counsel
who, after years of discovery,  litigation and negotiation, fully understand the
costs and risks of breast implant  litigation.  The settlement is recommended by
Settlement  Class Counsel who have had the benefit of full  discovery both as to
the  merits  of the  class  claims  and  INAMED's  financial  condition,  and is
supported by the  testimony  of  Settlement  Class  Counsel's  expert  financial
advisor as well as other evidence in the record.


                                       -9-
<PAGE>

        (b) The  court  finds  that the $32  million  settlement  amount  ($31.5
million of newly contributed funds plus approximately  $500,000 transferred from
funds initially  earmarked for administration of an earlier settlement) is fair,
reasonable and adequate in light of INAMED's ability to pay. The evidence shows,
inter alia,  that--absent the new capital contributed to the company conditioned
upon  approval  of  this  settlement--   INAMED  has  negative  net  worth,  net
liquidation  value of  essentially  zero,  and no resources  to pay claims.  The
company has had to borrow heavily in order to stay afloat.  The settlement is to
be  funded  by  additional  borrowing  available  only  in the  context  of this
settlement,  and the  amount  INAMED  was able to raise  for  that  purpose  was
constrained  both by  restrictions  associated  with its  existing  debt and the
willingness of its lenders to assume the risk that the company's post-settlement
operations  would repay their  investment.  The record  establishes  that INAMED
would  be  unable  to  raise  such  additional  funds  in the  absence  of  this
settlement,  that the alternative of continued  litigation of individual  claims
would drive INAMED to bankruptcy,  and that the funds available to class members
from this  settlement  are  substantially  greater than the funds,  if any, that
would  remain for class  members  after an INAMED  bankruptcy.  Considering  the
record evidence of INAMED's financial  condition,  the court finds a substantial
risk that an INAMED bankruptcy would leave all class members with nothing.

        (c) The court has also  considered  the fairness and  reasonableness  of
certain  payments to be made by INAMED  outside the class  settlement  which are
necessary to permit the settlement to go forward. These include (1) an agreement
whereby  INAMED  will pay 3M  $3,000,000  and  will  assume  limited  contingent
indemnity   obligations  going  forward  in  exchange  for  3M's  release  of  a
preexisting  contractual indemnity claim against INAMED's subsidiary MMC,(1) and
(2) an agreement  whereby  INAMED will pay $500,000  (and the INAMED  Settlement
Fund an  additional  $250,000),  to a group of health  insurers in exchange  for
their waiver of claims for subrogation or  reimbursement  against class members,
the INAMED  Settlement  Fund,  and INAMED.  The court finds these payments to be
fair and reasonable from the standpoint of the INAMED Settlement Class.

        (d) The  court has also  considered  the  objections  of  certain  class
members to the proposed settlement, which in large part question the adequacy of
the settlement  amount and the lack of opportunity for class members to opt out.
Although the  objections  come from a relatively  small number of class members,
they  highlight  the  difficulty  of the choice  faced by the court in  deciding
whether  to approve  the  proposed  settlement.  The court  recognizes  that the
settlement amount is one that many class members,  and Settlement Class Counsel,
would consider inadequate in the absence of a limited fund. In the end, however,
the court agrees with Settlement  Class Counsel that the proposed  settlement is
superior,  from the  standpoint of class  members'  interests in achieving  some
measure  of  recovery  for their  claims,  and in  preserving  a source for such
recovery,  to any other  alternative  including the  alternative  of bankruptcy.
Accordingly,  the court will allow the proposed settlement to go forward despite
the objections, which are hereby overruled.(2)

        (e) The court is also mindful of objections that the proposed settlement
lacks a predetermined plan of allocation,  and of the suggestions in that regard
made by several  class  members  at the  January  11,  1999  hearing.  The court
overrules these  objections on the ground that a plan of allocation may properly
be  considered  at a later point in the  proceedings,  and is not  essential  to
determination  of the initial  question of whether the overall  settlement  fund
available for  distribution  is adequate in the  circumstances.  The court does,
however, acknowledge the importance of receiving input from class members before
any plan of allocation and distribution is approved,  and reserves  jurisdiction
to make appropriate orders later in the proceedings to ensure that class members
have the opportunity to be heard on those issues.

- -------------

(1)The court approves the  modifications to the 3M condition as submitted to the
court this date,  under which,  based on those  modifications,  3M has agreed to
waive full compliance with the original terms of the 3M condition.

(2)Certain  objections  addressed  to the status of  "non-derivative"  claims by
children have been obviated through the clarifications contained in 2(c) of this
order.  Objections  addressed  to the basis for  release of certain  individuals
listed as Released  Parties have been largely  obviated  through the changes and
clarifications contained in paragraph 6 of this order.


                                      -10-
<PAGE>

        6. In  accordance  with the  terms of the  Settlement  Agreement,  every
Settled  Claim of each  member of the INAMED  Settlement  class is  conclusively
compromised, settled and released as to INAMED and the Released Parties. As used
in this Order,  "Released  Parties"  means all  entities  and persons  listed in
Exhibit D to the Settlement  Agreement except the individuals  Lawrence Birnbaum
and Ron E.  Iverson  (whom the  parties  have  agreed to remove from the list of
Released  Parties),  and  with  the  clarifications  that  (1)  releases  of the
individuals Donald K. McGhan and John L. Williams extend only to claims premised
on their alleged acts or omissions in their  capacities as directors,  officers,
employees or agents of INAMED,  and (2) releases of the individuals Jack Fisher,
G. Patrick  Maxwell,  Scott L. Spear and John B. Tebbetts  extend only to claims
against  which  INAMED  would be  contractually  required to defend or indemnify
them.

        7. Each  member of the  INAMED  Settlement  Class is hereby  barred  and
permanently  enjoined from instituting,  asserting or prosecuting against INAMED
or the Released Parties, in any pending or future action in any federal or state
court, any Settled Claim that the member had, has, or may have in the future. In
addition, the court finds the Settlement Agreement to be a good faith settlement
within the meaning of state  contribution  and indemnity laws, and to the extent
permitted by such laws, the court further bars and enjoins the  commencement  or
prosecution of any Contribution and/or  Indemnification  claim against INAMED or
any Released Party for  reimbursement  of payments made, or to be made, to or on
behalf of any member of the INAMED  Settlement  Class for Breast Implant Related
claims or  injuries,  or for  expenses  incurred in  defending  against any such
claims.  INAMED and the Released  Parties shall be entitled to  dismissal,  with
prejudice  and  without  costs,  of all claims so  enjoined  in all  actions and
proceedings in all state and federal courts, tribunals and agencies.

        8. As to all claims and all parties thereto, Case No. CV 97-P-11441-S is
hereby dismissed with prejudice, but preserving the rights and benefits accorded
to the INAMED Settlement Class under the terms of the Settlement Agreement.  All
other actions  pending in this court by members of INAMED  Settlement  Class are
similarly--to  the  extent  asserting  Settled  Claims  against  INAMED  and the
Released  Parties--dismissed  with  prejudice,  but  preserving  the  rights and
benefits  accorded  to the  INAMED  Settlement  Class  under  the  terms  of the
Settlement Agreement.

        9. Under Fed. R. Civ. P. 54(b),  the court  determines  that there is no
just reason for delay and  expressly  directs  that this  judgment  shall,  upon
filing  in Master  File No.  CV  92-P-10000-S  and CV 97-P-  11441-S,  be deemed
entered as a final judgment with respect to all Settled Claims by members of the
INAMED  Settlement  Class against  INAMED and the Released  Parties in all cases
that are pending in this court,  and shall be deemed entered as a final judgment
with respect to such claims in all cases  subsequently filed in, transferred to,
or removed to this court immediately upon such cases being filed, transferred or
removed.

        10.  Without  deferring  or  delaying  the  finality  of this  order and
judgment,  this court retains exclusive and continuing jurisdiction as needed or
appropriate to (1) implement,  interpret,  and enforce the Settlement Agreement,
(2) administer,  allocate,  and distribute the settlement  fund, and (3) rule on
any applications for costs and expenses  incurred in implementing this order and
the Settlement Agreement.

DATED:       February 1, 1999

                                                    /S/   SAM C. POINTER, JR.
                                                 -------------------------------
                                                 Chief Judge Sam C. Pointer, Jr.

Serve:  Counsel of Record in CV97-P-11441-S
        Plaintiffs Liaison Counsel
        Defendants Liaison Counsel
        Post also on Website


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Exhibit 99.3

INAMED "Innovation and Medicine"                      INAMED CORPORATION
                                                      700 Ward Drive
                                                      Santa Barbara, CA  93111
                                                      (805) 692-5400 Telephone
                                                      (805) 692-5441 Facsimile


COMPANY CONTACTS: Richard G. Babbitt
                  (805) 692-5400

                  Ilan K. Reich
                  (212) 626-6800

                 INAMED CORPORATION ANNOUNCES EXECUTIVE CHANGES
                            AND CORPORATE OFFICE MOVE

Santa Barbara, California - February 2, 1999 - INAMED Corporation (OTC Bulletin
Board: IMDC) announced today a series of executive changes, as detailed below.
The company also announced that it has moved its corporate headquarters from Las
Vegas to Santa Barbara. The move will not have a material impact on the company
from a financial standpoint.

The executive changes include the following:

o    Ilan K.  Reich  has  been  elected  President.  Previously,  he had been an
     Executive Vice President. Mr. Reich is also a member of the company's Board
     of Directors.

     Mr. Richard G. Babbitt,  INAMED's Chairman and CEO, stated:  "Ilan has been
     instrumental  for the past year in helping  guide the  company  through the
     settlement  agreement of the breast  implant  litigation.  For the past six
     months  Ilan  has also  had  executive  responsibility  for  INAMED's  U.S.
     businesses.  In both instances he has done a fine job in helping to advance
     our two primary  corporate  objectives as a new management team: settle the
     litigation and make the company  profitable.  Ilan's promotion to President
     recognizes his key role as part of the senior management team at INAMED and
     its subsidiaries. Together, we look forward to many exciting years ahead."

     Messrs.  Babbitt and Reich joined  INAMED in January 1998 as the new senior
     management  team.  Previously  Mr.  Reich was a partner at the New York law
     firm of Olshan  Grundman Frome & Rosenzweig LLP,  practicing  corporate and
     securities law. In that capacity,  he served as an outside legal advisor to
     the company since May 1997.

o    Jeffrey J. Barber's  responsibilities as Executive Vice President have been
     redefined to encompass business  development and corporate  communications.
     Mr.  Richard G.  Babbitt,  INAMED's  Chairman  and CEO,  stated:  "In these
     capacities,  Jeff will be  responsible  for  identifying  new  products and
     partners that the company can align itself with,  whether through strategic
     alliances or acquisitions. Jeff will also be responsible for communications
     with the investment community, research analysts and the press."

     Jeff has been a corporate officer of INAMED since 1997; he began his career
     at INAMED in 1992 as a marketing  manager at the company's  McGhan  Medical
     Corporation   subsidiary.   He  has  held  a  series  of   positions   with
     responsibilities for marketing, business development and

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<PAGE>

     international  development.  Prior to joining  INAMED,  Jeff held positions
     with Chiron Corporation and Baxter Healthcare.

o    Kenneth   Pearce  has  been   promoted  to  President  and  CEO  of  INAMED
     International.  Ken joined the  company  in August  1998,  based in Arklow,
     Ireland,  as a corporate vice president.  Mr. Richard G. Babbitt,  INAMED's
     Chairman and CEO, stated: "In his brief tenure at the company, Ken has been
     instrumental in restructuring  our  international  sales and  manufacturing
     subsidiaries.   With  his  broad   background   in  finance  and  executive
     management, we are fortunate to have his talents now focused on leading the
     company's  international  business unit,  with overall  responsibility  for
     sales, marketing, administration and manufacturing.

     Prior to  joining  INAMED,  Ken  held a  series  of  senior  executive  and
     financial positions for multinational  companies. His career began at Price
     Waterhouse.

o    John   Strohmeyer   has  joined  INAMED  as  Corporate  Vice  President  of
     Manufacturing.  In this  capacity,  John will have the  responsibility  for
     overseeing the company's worldwide manufacturing facilities,  and will lead
     the efforts to improve efficiency.

     Richard G.  Babbitt,  INAMED's  Chairman  and CEO,  stated:  "John brings a
     wealth of experience in the automotive and computer industries,  where high
     quality  and low costs are an  everyday  fact of life.  We look  forward to
     benefiting from John's  expertise and technical  skills to help implement a
     variety of changes in how we manufacture  our products,  so that INAMED can
     continue to be at the  forefront  of  innovation  and quality in all of its
     markets."

o    Gregory E. Crane has joined INAMED's McGhan Medical Corporation  subsidiary
     as Vice President of International  Manufacturing.  In this capacity,  Greg
     will have  responsibility  for assessing and developing  new  manufacturing
     locations  outside the United  States.  Greg is a veteran of C.R.  Bard and
     Baxter  Healthcare,  where he was responsible  for directing  manufacturing
     operations in Mexico, Malaysia and other locations.

     Dr.  Scott  Eschbach,  President  and CEO of  McGhan  Medical  Corporation,
     stated: "As our sales continue to grow and we introduce new plastic surgery
     products,  we will need to expand our manufacturing  capabilities.  Greg is
     uniquely  suited to lead that  effort,  given  his years of  experience  in
     international manufacturing for prominent medical device companies."

o    Dan  Carlisle  has been  promoted to  Director of Product  Support for both
     INAMED   Corporation  and  its  McGhan  Medical   Corporation   subsidiary.
     Previously, Dan was Director of Product Support at McGhan Medical.

     Mr. Richard G. Babbitt, INAMED's Chairman and CEO, stated: "Dan is a unique
     individual,  with broad expertise in understanding physicians and the needs
     of the marketplace. He is also an innovator, who has led the development of
     many key products and  improvements  in our plastic  surgery  business.  By
     adding him to INAMED's  corporate  staff, we hope to be able to utilize his
     talents on a worldwide basis."

                                      -13-


<PAGE>

o    Bruce Craney has joined INAMED's  BioEnterics  subsidiary as Vice President
     of Operations  and Chief  Operating  Officer.  In that  capacity,  Bruce is
     responsible  for  overseeing  that  company's   manufacturing  and  product
     development   efforts.   Bruce's  business  background  includes  extensive
     experience at Faulding Pharmaceutical Co., International Medication Systems
     and Miles Laboratories.

     Ms.  Ellen  Duke,  BioEnterics'  President  and CEO,  stated:  "We are very
     pleased  to  have  an  individual  of  Bruce's  caliber  join  our  growing
     organization.  Bruce has  experience in all key phases of  development  and
     manufacturing,  and his expertise  will enable  BioEnterics  to improve its
     operations and continue to develop new products.  As we enter into a period
     of significant growth and diversification, we look forward to Bruce helping
     to guide our future development."

     INAMED is a global  surgical  and  medical  device  company  engaged in the
     development, manufacturing and marketing of medical devices for the plastic
     and reconstructive, bariatric and general surgery markets.

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