UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 16)*
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 Persons Authorized to Receive
Notices and Communications)
SEPTEMBER 7, 2000
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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(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 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).
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SCHEDULE 13D
CUSIP No. 453235103
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
NOT APPLICABLE
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 6,420,052
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 6,420,052
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,420,052
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.8%
14 TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP No. 453235103
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
NOT APPLICABLE
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 6,420,052
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 6,420,052
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,420,052
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.8%
14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
This Amendment No. 16 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,
Amendment No. 12 filed on April 30, 1999, Amendment No. 13 filed on May 17,
1999, Amendment No. 14 filed on June 21, 1999 and Amendment No. 15 filed on
November 23, 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 4. Purpose of Transaction.
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In late August, the Manager informed the Company that the Manager was
contemplating acquiring additional Shares for investment purposes, and in
connection with such purchase or purchases, entered into a letter agreement
with the Company described below in Item 6. The Reporting Persons expect
such purchases, if made in open market transactions, will be made in
compliance with Rule 10b-18. The Reporting Persons may, from time to time,
determine to make the contemplated purchases of Shares, but have no
commitment to do so. In addition, the Reporting Persons may determine to
sell all or a portion of their Shares. Any such determination to buy or
sell would depend upon prevailing market conditions and other factors.
ITEM 5. Interest in Securities of the Issuer
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(a) This statement on Schedule 13D relates to 6,420,052 Shares which may
be deemed to be beneficially owned by the Reporting Persons and which
constitute approximately 29.8% of the issued and outstanding Shares.
In each of March 1999 and June 2000, Mr. Tepper and Mr. James
Bolin, Vice President of Appaloosa Partners Inc., the general
partner of the Manager, in consideration for their services as
directors of the Company, were granted under the Company's
Non-Employee Directors' Stock Option Plan an option to purchase
5,000 Shares. Messrs. Tepper and Bolin immediately assigned all
of their right, title and interest in such options to the Partnership,
Palomino and Tersk.
(b) The Manager may be deemed to have the sole voting and dispositive
power with respect to 6,420,052 Shares. Mr. Tepper may be deemed to
have sole voting power and dispositive power with respect to
6,420,052 Shares.
<PAGE>
(c) Not applicable
(d) Not applicable
(e) Not applicable
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
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On September 7, 2000, the Company and the Manager, for itself and on
behalf of its affiliates and associates, entered into a Letter Agreement (a
copy of which is attached hereto as Exhibit A and incorporated by reference
herein), whereby the Company
(a) granted consent under its security trading policy to the
contemplated purchases and agreed that the purchases are in compliance
with that policy until such time as the Company notifies the Reporting
Persons that the Company's consent is suspended or revoked;
(b) acknowledged and agreed that the Reporting Persons may acquire
up to an additional 298,114 Shares without the Reporting Persons being
deemed an "Acquiring Person" under the Company's rights plan;
(c) acknowledged that as of the date of the Letter Agreement, the
Company was not aware of any material, non-public information pertaining
to the Company that had been communicated by executive officers of the
Company to the Manager's representatives who serve on the board of directors
of the Company; and
(d) agreed to cooperate and assist the Manager in making the purchases
in compliance with Rule 10b-18 of the Securities Exchange Act of 1934, as
amended.
ITEM 7. Material to be Filed as Exhibits
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Exhibit A Letter, dated September 7, 2000, from the Company to
the Manager
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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: September 7, 2000
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
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David A. Tepper
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EXHIBIT INDEX
Exhibit Exhibit Description
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Exhibit A Letter, dated September 7, 2000, from the Company to
the Manager
