UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 11 )*
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)
MARCH 12, 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*
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 6,046,052
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 6,046,052
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,046,052
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.8%
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*
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 6,046,052
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 6,046,052
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,046,052
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.8%
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. 11 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 and Amendment
No. 10 filed on November 9, 1998 (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 2. Identity and Background
-----------------------
In addition to acting as an investment adviser to the Partnership,
Palomino and Palomino Holdings, the Manager is the managing member of Tersk
LLC, a Delaware limited liability company ("Tersk"). The address of the
principal business and principal office of Tersk is c/o Appaloosa
Management L.P., 26 Main Street, 1st Floor, Chatham, New Jersey 07928.
ITEM 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Of the additional 202,000 Shares acquired in the open market by the
Reporting Persons since the filing of Amendment No. 10 to the Schedule 13D,
88,455 Shares were purchased with the funds of the Partnership, 102,293
Shares were purchased with the funds of Palomino and 11,252 Shares were
purchased with the funds of Tersk.
ITEM 4. Purpose of Transaction.
----------------------
The Company has invited two representatives of the Reporting Persons
to join the Board of Directors of the Company (the "Board"). Mr. Tepper and
James Bolin, Vice President of Appaloosa Partners Inc., the general partner
of the Manager, expect to join the Board later this month.
Except as indicated above, the Reporting Persons have no plans or
proposals which relate to or would result in any of the events, actions or
conditions specified in paragraphs (a) through (j) of Item 4 of this
Schedule, although the Reporting Persons reserve the right to determine in
the future to take any action which relates to or would result in any such
events, actions or conditions.
ITEM 5. Interest in Securities of the Issuer
------------------------------------
Prior to the date hereof, the Partnership transferred 47,166 Shares to
Tersk such that as of March 8, 1999, the Partnership, Palomino, Palomino
Holdings and Tersk beneficially owned 2,720,411, 417,400, 2,350,176 and
47,166 Shares, respectively (or 5,535,153 Shares in the aggregate).
Since the filing of Amendment No. 10 to the Schedule 13D, on March 9,
1999, the Partnership, Palomino and Tersk purchased, in the aggregate,
202,000 Shares in the open market. In addition and as more fully described
in Item 6 below, pursuant to the Letter Agreement, dated April 2, 1998,
between the Company and the Manager (the "Letter Agreement") (a copy of
which is attached hereto as Exhibit A and incorporated by reference
herein), the Partnership and Palomino have the right to purchase 154,450
and 154,449 Shares, respectively (or 308,899 Shares in the aggregate).
Accordingly, as of the date hereof, the Partnership, Palomino,
Palomino Holdings and Tersk may be deemed to have beneficial ownership of
2,963,316, 674,142, 2,350,176 and 58,418 Shares, respectively (or 6,046,052
Shares in the aggregate).
(a) This statement on Schedule 13D relates to 6,046,052 Shares which may
be deemed to be beneficially owned by the Reporting Persons and which
constitute approximately 36.7% of the issued and outstanding Shares.
(b) The Manager may be deemed to have the sole voting and dispositive
power with respect to 6,046,052 Shares. Mr. Tepper may be deemed to
have sole voting power and dispositive power with respect to 6,046,052
Shares.
(c) Within the past 60 days, the Reporting Persons purchased Shares on the
date, in the amounts and at the prices set forth in Exhibit B annexed
hereto and incorporated by reference herein. All of such purchases
were made on the open market.
(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 terms of the Settlement Agreement, dated April 2,
1998, between the Company and the Plaintiff's Settlement Class Counsel (the
"Settlement Agreement"), the Company deposited 426,323 Shares into a
court-supervised fund. Under the Settlement Agreement, the Company had the
right, in certain circumstances, to acquire all of such Shares in exchange
for payment of $3 million in cash. Pursuant to the Letter Agreement, the
Company assigned such right to acquire such Shares pro rata to the holders
of the Notes. Accordingly, the Partnership and Palomino, holders of
approximately 72.5% of the Notes in the aggregate, have the right, and
intend to acquire, 308,899 Shares in exchange for payment in the amount of
approximately $2,175,000.
ITEM 7. Material to be Filed as Exhibits
--------------------------------
Exhibit A: Letter Agreement
Exhibit B: Transactions in Shares of the Company
<PAGE>
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: March 16, 1999
Appaloosa Management L.P.
By: Appaloosa Partners Inc.,
Its General Partner
By: /s/David A. Tepper
-----------------------------
David A. Tepper
President
David A. Tepper
/s/David A. Tepper
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<PAGE>
EXHIBIT INDEX
Exhibit Exhibit Name
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Exhibit A Letter Agreement
Exhibit B Transactions in Shares of the Company
<PAGE>
Exhibit A
INAMED CORPORATION
3800 Howard Hughes Parkway
Suite 900
Las Vegas, Nevada 89109
(702) 791-3388
(702) 791-1922 Fax
April 2, 1998
Mr. James Bolin
Appaloosa Management L.P.
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
Dear Jim:
Today the Company is entering into a formal settlement agreement with the
Plaintiffs' Settlement Class Counsel (the "PSCC"), which provides for a
limited fund mandatory class action settlement of the breast implant
litigation. A copy of that agreement is attached.
The Convertible Subordinated Promissory Note, which appears as Exhibit C to
the settlement agreement, includes as Section 7 a provision which was
requested by the PSCC; namely, that subordination in right of payment of
principal and interest to the Company's existing 11% senior secured debt
and any new senior secured debt would terminate as of the 90th day after
the Final Order becomes final and non-appealable. This provision does not
impair the priority in the event of liquidation which the existing senior
debt would hold with respect to the Subordinated Note.
In consideration for Appaloosa and its affiliates prospectively consenting
to this provision with respect to the current indenture and to the
contemplated future modification or refinancing of the Company's senior
debt, the Company agrees to make the holders of the Company's 11% senior
secured notes the Company's designee for the right to call the $3 million
of Common Stock, which arises under Section IV.B.6 of the settlement
agreement. The purpose of this letter is to confirm that consent and
agreement.
Very truly yours,
INAMED CORPORATION
By: /s/ Ilan K. Reich
Ilan K. Reich
Executive Vice President
Agreed and accepted as of
the date first written above
Appaloosa Management L.P.
By: Appaloosa Partners, Inc.
Its general partner
By: /s/ James E. Bolin
James E. Bolin
Vice President
<PAGE>
EXHIBIT B
Transactions in Shares of the Company
Within the Past Sixty Days
Transactions by Appaloosa Investment Limited Partnership I
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TRADE PURCHASE/ NO. OF SHARES PRICE
DATE SALE PURCHASED/SOLD PER SHARE
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03-09-99 P 37,222 14.125
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03-09-99 P 2,189 14.04
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03-12-99 P 40,111 14.875
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03-15-99 P 8,933 14.35
Transactions by Palomino Fund Ltd.
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TRADE PURCHASE/ NO. OF SHARES PRICE
DATE SALE PURCHASED/SOLD PER SHARE
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03-09-99 P 43,044 14.125
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03-09-99 P 2,532 14.04
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03-12-99 P 46,386 14.875
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03-15-99 P 10,331 14.35
Transactions by Tersk LLC
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TRADE PURCHASE/ NO. OF SHARES PRICE
DATE SALE PURCHASED/SOLD PER SHARE
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03-09-99 P 4,734 14.125
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03-09-99 P 279 14.04
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03-12-99 P 5,103 14.875
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03-15-99 P 1,136 14.35
