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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. 2)*
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)
Larry N. Feinberg
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)
November 22, 1999
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 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
395,936 shares (including 43,865 shares of common stock
that may be acquired upon the exercise of Warrants)
8. Shared Voting Power
485,546 shares (including 45,905 shares of common stock
that may be acquired upon the exercise of Warrants)
9. Sole Dispositive Power
395,936 shares (including 43,865 shares of common stock
that may be acquired upon the exercise of Warrants)
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10. Shared Dispositive Power
485,546 shares (including 45,905 shares of common stock
that may be acquired upon the exercise of Warrants)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
881,482 shares (including 89,770 shares of common stock
that may be acquired upon the exercise of Warrants)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
4.3%
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
485,546 shares (including 45,905 shares of common stock
that may be acquired upon the exercise of Warrants)
9. Sole Dispositive Power
10. Shared Dispositive Power
485,546 shares (including 45,905 shares of common stock
that may be acquired upon the exercise of Warrants)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
485,546 shares (including 45,905 shares of common stock
that may be acquired upon the exercise of Warrants)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
2.4%
14. Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 2 to the Schedule 13D is being filed
to report that Larry N. Feinberg and Oracle Partners, L.P.
(together, the "Reporting Persons") are no longer beneficial
owners of more than five percent of the common stock, no par
value (the "Common Stock") and warrants (the "Warrants") of
INAMED Corporation ("INAMED").
Item 1. SECURITY AND ISSUER
No change.
Item 2. IDENTITY AND BACKGROUND
No change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of the date hereof, Mr. Larry N. Feinberg is deemed
to beneficially own 791,712 shares of INAMED's Common Stock and
Warrants that are exercisable for 89,770 shares of Common Stock.
The Common Stock and the Warrants are held by (i) Oracle
Partners, L.P. and Oracle Institutional Partners, L.P.,
investment limited partnerships (the "Partnership") of which Mr.
Feinberg is the managing general partner and (ii) managed
accounts (the "Managed Accounts") over which Mr. Feinberg has
investment discretion. The funds for the purchase of the Common
Stock and the Warrants held by the Partnership came from capital
contributions of its general and limited partners. The funds for
the purchase of the Common Stock and the Warrants held in the
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Managed Accounts came from each managed account's own funds.
Leverage was not used to purchase the Common Stock or Warrants.
As of the date hereof, Oracle Partners, L.P. ("Oracle
Partners") beneficially owns 439,641 shares of INAMED's Common
Stock and Warrants that are exercisable for 45,905 shares of
Common Stock. The funds for the purchase of the Common Stock and
the Warrants held by 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 or Warrants.
Item 4. PURPOSE OF TRANSACTION
No change.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, Mr. Feinberg is deemed to be the
beneficial owner of 791,712 shares of Common Stock and Warrants
exercisable for 89,770 shares of Common Stock. Assuming the
exercise of the Warrants, Mr. Feinberg would be deemed to be the
beneficial owner of 881,482 shares of Common Stock constituting
4.3% of the shares of INAMED Common Stock based upon 20,268,454
shares that would be outstanding upon the exercise of the
Warrants. This figure is based on information received from
INAMED that, as of November 22, 1999, there were 20,178,684
shares of Common Stock outstanding. With respect to 485,546
shares of the INAMED Common Stock Mr. Feinberg is deemed to
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beneficially own, Mr. Feinberg and Oracle Partners share the
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 the beneficial
owner of 439,641 shares of Common Stock and Warrants exercisable
for 45,905 shares of Common Stock. Assuming the exercise of the
Warrants, Oracle Partners would be the beneficial owner of
485,546 shares of Common Stock constituting 2.4% of the shares of
INAMED Common Stock based upon 20,224,589 shares that would be
outstanding upon the exercise of the Warrants. This figure is
based on information received from INAMED that, as of
November 22, 1999, there were 20,178,684 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.
As of November 22, 1999 the Reporting Persons ceased to
be the beneficial owners of more than five percent of the Common
Stock of INAMED.
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Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER
The Reporting Persons do not have any contract,
arrangement, understanding or relationship with any person with
respect to the Common Stock of INAMED.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
1. An agreement relating to the filing of a joint
statement as required by Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934 is filed herewith as Exhibit A.
2. A description of the transactions in the Shares
that were effected by the Reporting Persons during the past 60
days is filed herewith as Exhibit B.
Signature
The undersigned, after reasonable inquiry and to the
best of their knowledge and belief, certify that the information
set forth in this statement is true, complete and correct.
December 7, 1999
/s/ Larry N. Feinberg
________________________________
Larry N. Feinberg
Oracle Partners, L.P.
/s/ Larry N. Feinberg
________________________________
By: Larry N. Feinberg,
General Partner
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Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated
December 7, 1999 relating to the Common Stock of INAMED
Corporation shall be filed on behalf of the undersigned.
/s/ Larry N. Feinberg
________________________________
Larry N. Feinberg
Oracle Partners, L.P.
/s/ Larry N. Feinberg
________________________________
By: Larry N. Feinberg,
General Partner
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Exhibit B
SCHEDULE OF TRANSACTIONS
Price Per Share
Date Shares Purchased or (Sold) (excluding commission)
____ _________________________ _____________________
9/30/99 3,100 $28.9070
9/30/99 12,000 28.9776
9/30/99 2,000 29.5000
10/25/99 2,000 26.0000
10/29/99 18,500 26.6943
11/8/99 (18,500) 27.9645
11/16/99 5,000 29.1250
11/17/99 8,000 31.3281
11/17/99 2,000 32.2500
11/18/99 (500,000) 27.1000
00751001.BD3
