UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 12 )*
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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 Person Authorized to
Receive Notices and Communications)
APRIL 29, 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 8 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*
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
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,169,052
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 6,169,052
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,169,052
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.6%
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 8 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*
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
SHARES 6,169,052
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 6,169,052
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,169,052
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.6%
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. 12 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 and Amendment No. 11 filed on March 16, 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 1,098,214 Shares acquired pursuant to the exercise of Warrants,
549,107 Shares were purchased from the Company with the funds of the
Partnership at an aggregate exercise price of $4,118,302.50 and 549,107
Shares were purchased from the Company with the funds of Palomino Holdings
at an aggregate exercise price of $4,118,302.50. Of the 2,660,343 Shares
acquired from the Company pursuant to the exercise of Exchange Warrants,
(i) 531,915 Shares were purchased with the funds of the Partnership at an
aggregate exercise price of $2,925,532.50 and 531,914 Shares were purchased
with the funds of Palomino Holdings at an aggregate exercise price of
$2,925,527, and (ii) 798,257 Shares were purchased by the Partnership
through the tendering of Notes in the aggregate principal amount of
$4,390,413.50 and 798,257 Shares were acquired by Palomino Holdings through
the tendering of Notes in the aggregate principal amount of $4,390,413.50.
Of the 308,899 Shares acquired pursuant to the Settlement Agreement and
Letter Agreement (as more fully described in Item 5 below), 154,450 Shares
were purchased with the funds of the Partnership at an aggregate purchase
price of $1,086,852 and 154,449 Shares were purchased with the funds of
Palomino Holdings at an aggregate purchase price of $1,086,845. Of the
additional 123,000 Shares acquired in the open market, 54,956 Shares were
purchased with the funds of the Partnership, 60,934 Shares were purchased
with the funds of Palomino and 7,110 Shares were purchased with the funds
of Tersk.
ITEM 5. Interest in Securities of the Issuer
------------------------------------
On April 29, 1999, the Partnership and Palomino each purchased 549,107
Shares, or 1,098,214 Shares in the aggregate, by exercising all Warrants
held by them at an aggregate exercise price of $8,236,605 (or $7.50 per
share).
On April 29, 1999, the Partnership and Palomino Holdings purchased
1,330,172 and 1,330,171 Shares, respectively, or 2,660,343 Shares in the
aggregate, by exercising all Exchange Warrants held by them at an aggregate
exercise price of $14,631,886.50 (or $5.50 per share).
As previously disclosed in Amendment No. 11 to the Schedule 13D,
pursuant to the Settlement Agreement and the Letter Agreement, the
Partnership and Palomino had the right to acquire 154,450 and 154,449
Shares, respectively, from a court-supervised fund. Prior to the date
hereof, Palomino transferred its right to acquire such Shares to Palomino
Holdings. On April 29, 1999, the Partnership and Palomino Holdings
exercised their rights to purchase all of such Shares at an aggregate
purchase price of $2,173,697 (or approximately $7.04 per share).
In addition, on April 29, 1999, the Partnership, Palomino and Tersk
purchased, in the aggregate, 123,000 Shares in the open market at an
aggregate purchase price of $1,583,625 (or at an average price per share of
$12.875).
Accordingly, as of the date hereof, the Partnership, Palomino,
Palomino Holdings and Tersk may be deemed to have beneficial ownership of
3,018,272, 735,076, 2,350,176 and 65,528 Shares, respectively (or 6,169,052
Shares in the aggregate).
(a) This statement on Schedule 13D relates to 6,169,052 Shares which may
be deemed to be beneficially owned by the Reporting Persons and which
constitute approximately 37.6% of the issued and outstanding Shares.
(b) The Manager may be deemed to have the sole voting and dispositive
power with respect to 6,169,052 Shares. Mr. Tepper may be deemed to
have sole voting power and dispositive power with respect to 6,169,052
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
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
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Pursuant to the Letter, dated April 2, 1999 (the "Letter"), from the
Company to holders of Exchange Warrants (a copy of which is attached hereto
as Exhibit A and incorporated by reference herein), the Company offered
such holders who exercise all or a portion of their Exchange Warrants
during the period beginning April 2, 1999 and ending April 30, 1999 (the
"Exercise Period") an exercise fee of $0.70 (the "Fee") for each Share
purchased through the exercise of Exchange Warrants. Pursuant to the terms
of the Letter, following completion of the Exercise Period all holders of
Exchange Warrants who exercised all or a portion of such Exchange Warrants
during the Exercise Period will be entitled to receive the applicable Fee
from the Company. Accordingly, the Partnership and Palomino Holdings, both
of which exercised all Exchange Warrants held by them, are entitled to
receive an aggregate Fee of $1,862,240.10. The Company, the Partnership and
Palomino Holdings have agreed that the Company may pay the Fee payable to
the Partnership and Palomino Holdings in cash and in Notes, such that the
Partnership and Palomino Holdings will each be entitled to receive
$425,529.75 in cash and $505,590.30 in aggregate principal amount of Notes.
ITEM 7. Material to be Filed as Exhibits
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Exhibit A: Letter, dated April 2, 1999, from the Company to the
holders of Exchange Warrants
<PAGE>
SIGNATURE
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: April 30, 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
-----------------------------------
David A. Tepper
<PAGE>
EXHIBIT INDEX
Exhibit Exhibit Description
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Exhibit A Letter, dated April 2, 1999, from the Company to the
holders of Exchange Warrants
EXHIBIT A
INAMED CORPORATION
700 Ward Drive
Santa Barbara, California 93111
April 2, 1999
Warrant Holder:
Warrant to Purchase:
Aggregate Exercise Price for
warrant shares @ $5.50 per share:
Reference is made to the Exchange Warrants, dated November 5,
1998, to purchase shares of common stock, $.01 par value, of INAMED
Corporation (the "Company") expiring September 1, 2002 (the "Exchange
Warrants"). Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Exchange Warrants.
As you are aware, on March 3, 1999, the statutory 30-day period
for filing appeals from the final order approving the mandatory class
settlement of the Company's breast implant litigation expired. No notices
of appeal were filed with the Federal District Court during that period.
Accordingly, under the terms of the settlement agreement between the
Company and the Plaintiffs' Settlement Class Counsel, the Company is
currently required, among other things, to repay the $25.5 million
promissory note that was previously issued to the court-supervised escrow
agent for the benefit of the plaintiff class. The Company intends to
finance a portion of the settlement through the exercise of outstanding
Exchange Warrants. To the extent additional proceeds are realized by the
Company in excess of amounts required to fund the litigation settlement,
the Company, in its sole discretion, may redeem a portion of the Company's
11% Senior Subordinated Notes due September 1, 2000 pursuant to the terms
thereof.
In order to induce holders of the Exchange Warrants to exercise
their Exchange Warrants, the Company has determined to offer those holders
who exercise all or a portion of their Exchange Warrants during the period
beginning April 2, 1999 and ending April 30, 1999 (the "Exercise Period")
an exercise fee of $0.70 (the "Fee") per share of Common Stock purchased
through the exercise of the Exchange Warrants. Accordingly, during the
Exercise Period the Exchange Warrants may be exercised by the holders
thereof for a Warrant Price of $5.50 per share by following the procedures
for exercise set forth in Section 2 of the Exchange Warrants, including the
surrender of your Warrant Certificates with a duly signed Subscription
Form, and payment of the Warrant Price, prior to the end of the Exercise
Period. Following the completion of the Exercise Period, all holders of
Exchange Warrants who exercised all or a portion of such Exchange Warrants
during the Exercise Period shall promptly receive the applicable Fee. All
Exchange Warrants not exercised during the Exercise Period will continue to
be exercisable at the Warrant Price as set forth in the Exchange Warrants,
which at the present time is $5.50 per share, following the Exercise
Period, without a Fee.
For your convenience, the Company has attached a Subscription
Form. If you wish to exercise your Exchange Warrants, you must complete the
attached Subscription Form and return it, along with the original Exchange
Warrants to be exercised, payment for the exercise price and the attached
Representation Certificate, to the Company at the address written above
prior to the end of the Exercise Period. For your information, we have
enclosed the Company's 1998 Annual Report on Form 10-K.
If you have any questions, please do not hesitate to contact the
undersigned at (212) 626-6800 or Adam Finerman, of Olshan Grundman Frome
Rosenzweig & Wolosky LLP at (212) 451-2289.
Very truly yours,
/s/ Ilan K. Reich
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Ilan K. Reich
President
