UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13 )*
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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)
May 10, 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
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1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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 6,200,052
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 6,200,052
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,200,052
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.3%
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 Page 3 of 5 Pages
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1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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 6,200,052
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 6,200,052
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,200,052
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.3%
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. 13 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 and
Amendment No. 12 filed on April 30, 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
-------------------------------------------------
Of the 31,000 Shares acquired in the open market, 13,851 Shares were
acquired with the funds of the Partnership, 15,357 Shares were acquired
with the funds of Palomino and 1,792 Shares were acquired with the funds of
Tersk.
ITEM 5. Interest in Securities of the Issuer
------------------------------------
Amendment No. 12 to Schedule 13D stated that Palomino, instead of
Palomino Holdings, purchased 549,107 Shares on April 29, 1999, by
exercising all Warrants held by it.
On May 10, 1999, the Partnership, Palomino and Tersk purchased, in the
aggregate, 5,000 Shares in the open market at an aggregate purchase price
of $63,124.99 (or at a price per share of $12.625) and on May 13, 1999, the
Partnership, Palomino and Tersk purchased, in the aggregate, 26,000 Shares
in the open market at an aggregate purchase price of $341,249.98 (or at a
price per share of $13.125).
Accordingly, Item 5 is hereby amended to reflect that as of the date
hereof, the Partnership, Palomino, Palomino Holdings and Tersk may be
deemed to have beneficial ownership of 3,032,123, 595,984, 2,504,625 and
67,320 Shares, respectively (or 6,200,052 Shares in the aggregate).
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
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On May 10, 1999, the Company paid the Fee entirely in cash (rather
than in cash and Notes), such that the Partnership received cash in the
amount of $931,120.40 and Palomino Holdings received cash in the amount of
$931,119.70.
<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: May 18, 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
