-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MeQY55KYGYIXyVZsETSx/EkG2fD5FVQhiD77N9s3NIfAuaFwiu/Rk23bNTRKeQZP VGAPp6/NaUBZkVxeH7f6eA== 0000890163-98-000168.txt : 19980826 0000890163-98-000168.hdr.sgml : 19980826 ACCESSION NUMBER: 0000890163-98-000168 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980825 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INAMED CORP CENTRAL INDEX KEY: 0000109831 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 590920629 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-34274 FILM NUMBER: 98697055 BUSINESS ADDRESS: STREET 1: 3800 HOWARD HUGHES PKWY STE 900 CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7027913388 MAIL ADDRESS: STREET 1: 3800 HOWARD HUGHES PARKWAY STE 900 CITY: LAS VEGAS STATE: NV ZIP: 89109 FORMER COMPANY: FORMER CONFORMED NAME: FIRST AMERICAN CORP /FL/ DATE OF NAME CHANGE: 19860819 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LITTLE WING PARTNERS L P CENTRAL INDEX KEY: 0000929406 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133778596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O QUILCAP CORP STREET 2: 375 PARK AVE STE 1404 CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 2125215021 MAIL ADDRESS: STREET 1: C/O QUILCAP CORP STREET 2: 375 PARK AVE STE 1404 CITY: NEW YORK STATE: NY ZIP: 10152 SC 13D 1 SCHEDULE 13-D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. *) Inamed Corporation (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 45323-51-03 (CUSIP Number) Hank Gracin, Esq. Lehman & Eilen 50 Charles Lindbergh Boulevard, Suite 505 Uniondale, New York 11553 (516) 222-0888 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communication) August 10, 1998 (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 [ ]. 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 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). CUSIP NO. 45323-51-03 13D Page 2 of 11 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Little Wing L.P., Fed. Id. No. 13-3778596 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS: WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware 7. SOLE VOTING POWER: 8. SHARED VOTING POWER: 356,880 9. SOLE DISPOSITIVE POWER: 10. SHARED DISPOSITIVE POWER: 356,880 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 356,880 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 3.23% 14. TYPE OF REPORTING PERSON: PN CUSIP NO. 45323-51-03 13D Page 3 of 11 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Little Wing too, Fed. Id. No. 06-1520333 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS: WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware 7. SOLE VOTING POWER: 8. SHARED VOTING POWER: 28,000 9. SOLE DISPOSITIVE POWER: 10. SHARED DISPOSITIVE POWER: 28,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 28,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): .25% 14. TYPE OF REPORTING PERSON: PN CUSIP NO. 45323-51-03 13D Page 4 of 11 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Quilcap Corp., Fed. I.D. No. 13-3780878 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS: WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware 7. SOLE VOTING POWER: 8. SHARED VOTING POWER: 384,880 9. SOLE DISPOSITIVE POWER: 10. SHARED DISPOSITIVE POWER: 384,880 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 384,880 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 3.5% 14. TYPE OF REPORTING PERSON: CO CUSIP NO. 45323-51-03 13D Page 5 of 11 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Tradewinds Fund Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS: WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION: British Virgin Islands 7. SOLE VOTING POWER: 8. SHARED VOTING POWER: 192,240 9. SOLE DISPOSITIVE POWER: 10. SHARED DISPOSITIVE POWER: 192,240 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 192,240 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.75% 14. TYPE OF REPORTING PERSON: CO CUSIP NO. 45323-51-03 13D Page 6 of 11 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Contrary Fund Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS: WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Republic of Ireland 7. SOLE VOTING POWER: 8. SHARED VOTING POWER: 87,880 9. SOLE DISPOSITIVE POWER: 10. SHARED DISPOSITIVE POWER: 87,880 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 87,880 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): .8% 14. TYPE OF REPORTING PERSON: CO CUSIP NO. 45323-51-03 13D Page 7 of 11 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Quilcap International Corp., Fed. I.D. No. 13-3868725 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS: WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware 7. SOLE VOTING POWER: 8. SHARED VOTING POWER: 280,120 9. SOLE DISPOSITIVE POWER: 280,120 10. SHARED DISPOSITIVE POWER: 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 280,120 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.55% 14. TYPE OF REPORTING PERSON: CO CUSIP NO. 45323-51-03 13D Page 8 of 11 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Parker Quillen, S.S. No. ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS: WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States 7. SOLE VOTING POWER: 8. SHARED VOTING POWER: 665,000 9. SOLE DISPOSITIVE POWER: 10. SHARED DISPOSITIVE POWER: 665,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 665,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.03% 14. TYPE OF REPORTING PERSON: IN CUSIP NO. 45323-51-03 13D Page 9 of 11 Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 Inamed Corporation (Name of Company) Item 2. Identity and Background of the Schedule 13D Report is amended as follows: Item 2. Identity and Background (a) This filing is made by: (i) Little Wing, L.P., a Delaware limited partnership ("Little Wing"), (ii) Little Wing too, L.P., a Delaware limited partnership ("Little Wing too"); (iii) Tradewinds Fund Ltd. ("Tradewinds") a British Virgin Islands corporation which has entered into a contract to receive investment management services from Quilcap International Corp.; (iv) Contrary Fund Ltd. ("Contrary") a corporation formed in the Republic of Ireland which has entered into a contract to receive investment management services from Quilcap International Corp.; (v) Quilcap Corp. ("Quilcap") a Delaware corporation which is the General Partner of Little Wing and Little Wing too; (vi) Quilcap International Corp. ("International") a Delaware corporation which is the Investment Manager for Tradewinds and Contrary; and (vii) Parker Quillen, ("Quillen") the President of Quilcap and International. (b) The address of Little Wing is c/o Quilcap Corp., 375 Park Avenue -- Suite 1404, New York, New York 10152. Little Wing too, Quilcap, International, Tradewinds, Contrary and Quillen all share the same address with Little Wing. (c) (i) the principal business of Little Wing and Little Wing too is that of a private investment entity engaging in the purchase and sale of securities; (ii) the principal business of Quilcap is serving as General Partner of Little Wing and Little Wing too; (iii) the principal business of Tradewinds and Contrary is that of private investment entities engaging in the purchase and sale of securities; (iv) the principal business of International is serving as Investment Manager for various entities, including Tradewinds and Contrary; (iv) the principal business of Quillen is serving as the President of Quilcap and International. (d) None of the persons referred to in paragraph 2 (a) above has, during the last five (5) years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the persons referred to in paragraph 2 (a) above has, during the last five (5) years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order CUSIP NO. 45323-51-03 13D Page 10 of 11 Pages enjoining future violations or, prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) Mr. Quillen is a United States citizen. Item 5. Interest in Securities of the Issuer, of the Schedule 13D Report is amended as follows: Item 5. Interest in Securities of the Issuer (a) As of the date hereof, Little Wing beneficially owned 318,130 shares of Common Stock, a Warrant to purchase 18,750 shares of Common Stock at $9.00 per share and a Secured Convertible Note in the principal amount of $200,000 due March 31, 1999 convertible into 20,000 shares of Common Stock, constituting approximately 3.23% of the shares outstanding based on the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 (inclusive of the shares issuable upon exercise of its Warrant). Little Wing engaged in the following transactions in the Company's Common Stock during the 60 days prior to the date of this Report: 8/06/98............................Purchased 18,000 shares at $6.2903 per share (b) As of the date hereof, Little Wing too beneficially owned 28,000 shares of Common Stock constituting approximately 0.25% of the shares outstanding based on the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998. Little Wing too engaged in the following transactions in the Company's Common Stock during the 60 days prior to the date of this Report: 8/10/98............................Purchased 4,000 shares at $6.625 per share 8/06/98............................Purchased 3,000 shares at $6.2903 per share 8/05/98............................Purchased 7,000 shares at $6.3976 per share 7/15/98............................Purchased 5,000 shares at $7.9375 per share 7/15/98............................Purchased 5,000 shares at $7.3125 per share 7/13/98............................Purchased 9,000 shares at $7.3125 per share (c) As of the date hereof, Tradewinds beneficially owned 192,240 shares of Common Stock, constituting approximately 1.75% of the shares outstanding based on the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998. Tradewinds engaged in the following transactions in the Company's Common Stock during the 60 days prior to the date of this Report: 8/07/98............................Purchased 16,000 shares at $6.4688 per share 8/06/98............................Purchased 10,000 shares at $6.2903 per share 7/14/98............................Purchased 5,000 shares at $7.5625 per share (d) As of the date hereof, Contrary beneficially owned 87,880 shares of Common Stock, constituting approximately .8% of the shares outstanding based on the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998. CUSIP NO. 45323-51-03 13D Page 11 of 11 Pages Contrary engaged in no transactions in the Company's Common Stock during the 60 days prior to the April 6, 1998 date of this Report: (e) Little Wing and Little Wing too each have the power to vote and to dispose of their respective shares, which power may be exercised by Quillen, as President of Quilcap, the General Partner of both entities. (f) Tradewinds and Contrary each have the power to vote and dispose of their respective shares, which power may be exercised by Quillen, as President of International, the Investment Manager to both entities. Signatures After reasonable inquiry and to the best of his and its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: As of August 21, 1998 LITTLE WING, L.P. QUILCAP CORP. By: Quilcap Corp., General Partner By: /s/ Parker Quillen By: /s/ Parker Quillen ------------------ ------------------ Parker Quillen -- President Parker Quillen -- President LITTLE WING TOO, L.P. QUILCAP INTERNATIONAL CORP. By: Quilcap Corp,, General Partner By: /s/ Parker Quillen By: /s/ Parker Quillen ------------------ ------------------ Parker Quillen -- President Parker Quillen -- President TRADEWINDS FUND LTD. By: Quilcap International Corp, General Partner By: /s/ Parker Quillen /s/ Parker Quillen ------------------ ------------------ Parker Quillen - President Parker Quillen CONTRARY FUND LTD. By: Quilcap International Corp, General Partner By: /s/ Parker Quillen ------------------ Parker Quillen -- President -----END PRIVACY-ENHANCED MESSAGE-----