-----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, JbGE6fLzykKf4U4z8uxWy44zz9uqxvZFtJPOVscjwMfJEvBTftIWAoCeVZ0JTYZ9 QeZHKhcrrjDZF3hun34nhA== 0000923088-96-000013.txt : 19960827 0000923088-96-000013.hdr.sgml : 19960827 ACCESSION NUMBER: 0000923088-96-000013 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960826 SROS: NASD 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: 1934 Act SEC FILE NUMBER: 005-34274 FILM NUMBER: 96620621 BUSINESS ADDRESS: STREET 1: 3800 HOWARD HUGHES PARKWAY 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: APPALOOSA MANAGEMENT LP ET AL CENTRAL INDEX KEY: 0000923088 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 51 JFK PARKWAY CITY: SHORT HILLS STATE: NJ ZIP: 07078 BUSINESS PHONE: 2013765400 MAIL ADDRESS: STREET 1: 51 JFK PARKWAY CITY: SHORT HILLS STATE: NJ ZIP: 07078 SC 13D 1 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 (Title of Class of Securities) 453235103 (CUSIP Number) Jonathan Green, Esq. Appaloosa Management L.P. 51 John F. Kennedy Parkway Short Hills, New Jersey 07078 (201) 376-5400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 14, 1996 (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 X. (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 disclosure 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). Exhibit Index: Page 7 Page 1 of 10 Pages SCHEDULE 13D CUSIP No. 453235103 Page 2 of 10 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* N/A 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 7 Sole Voting Power Number of 539,000 Shares Beneficially 8 Shared Voting Power Owned By -0- Each Reporting 9 Sole Dispositive Power Person 539,000 With 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 539,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented By Amount in Row (11) 6.74% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 453235103 Page 3 of 10 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* N/A 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 7 Sole Voting Power Number of 539,000 Shares Beneficially 8 Shared Voting Power Owned By -0- Each Reporting 9 Sole Dispositive Power Person 539,000 With 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 539,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented By Amount in Row (11) 6.74% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D Item 1. Security and Issuer This statement on Schedule 13D relates to shares of the common stock, par value $0.01 per share (the "Shares"), of Inamed Corporation, a Florida corporation (the "Company"). The principal executive offices of the Company are located at 3800 Howard Hughes Parkway, Suite #900, Las Vegas, Nevada 89109. Item 2. Identity and Background This statement on Schedule 13D is being filed by Appaloosa Management L.P., a Delaware limited partnership (the "Manager"), and David A. Tepper ("Mr. Tepper", and together with the Manager, the "Reporting Persons"). A copy of the Joint Filing Agreement between the Reporting Persons is annexed hereto as Exhibit A. The general partner of the Manager is Appaloosa Partners Inc., a Delaware corporation, of which Mr. Tepper is the sole stockholder and President. The Manager is the general partner of Appaloosa Investment Limited Partnership I, a Delaware limited partnership (the "Partnership"). The Manager acts as an investment adviser to the Partnership, Palomino Fund Ltd. ("Palomino") and Reliance Standard Life Insurance Company ("Reliance"). Reliance is beneficially owned by Delphi Financial Group, Inc., a publicly-held, insurance holding company ("Delphi"). The address of the principal business and principal office of the Manager is 51 John F. Kennedy Parkway, Short Hills, New Jersey 07078. The business address of Mr. Tepper is 51 John F. Kennedy Parkway, Short Hills, New Jersey 07078. The present principal occupation or employment of Mr. Tepper is President of Appaloosa Partners Inc. The address of the principal business and principal office of Palomino is c/o Trident Trust Company (Cayman) Ltd., 1 Capital Place, P.O. Box 847, Grand Cayman, Cayman Islands. The address of the principal business and principal office of each of Reliance and Delphi is 2501 Parkway, Philadelphia, Pennsylvania 19130. The Partnership, Palomino and Reliance are sometimes referred to herein collectively as the "Accounts". During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Tepper is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration Of the 539,000 Shares held by the Reporting Persons, 342,646 Shares were purchased with the personal funds of the Partnership, 111,896 Shares were purchased with the working capital of Palomino and 84,458 Shares were purchased with the working capital of Reliance. Item 4. Purpose of Transaction The purpose of the acquisition by the Reporting Persons of the Shares is for investment. The Reporting Persons may consider making additional purchases of the Shares in open-market or private transactions, the extent of which purchases would depend upon prevailing market and other conditions. Alternatively, the Reporting Persons may sell all or a portion of their Shares in open-market or private transactions, depending upon prevailing market conditions and other factors. 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 Form. Item 5. Interest in Securities of the Issuer (a) This statement on Schedule 13D relates to 539,000 Shares beneficially owned by the Reporting Persons, which constitute approximately 6.74% of the issued and outstanding Shares. (b) The Manager has sole voting and dispositive power with respect to 539,000 Shares. Mr. Tepper has sole voting and dispositive power with respect to 539,000 Shares. (c) Within the past sixty days, the Reporting Persons purchased and sold Shares on the dates, in the amounts and at the prices set forth on Exhibit B annexed hereto and incorporated by reference herein. All of such purchases and sales 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 There exist no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any persons with respect to any securities of the Company, including but not limited to transfer or voting of any securities, finders' fees, joint ventures, loan or option agreements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to Be Filed as Exhibits Exhibit A: Joint Filing Agreement. Exhibit B: Transactions in Shares Within Past 60 Days. 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: August 26, 1996 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 EXHIBIT INDEX Exhibit Exhibit Name Page A Joint Filing Agreement 8 B Transactions in Shares Within Past 60 Days 9 EX-99.AJOINTFILINGAG 2 EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below each hereby agrees that the Schedule 13D filed herewith and any amendments thereto relating to the acquisition of shares of beneficial interest of Inamed Corporation is filed jointly on behalf of each such person. Dated: August 26, 1996 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 EX-99.BPURCHASESANDS 3 EXHIBIT B Transactions in Shares of the Company Within the Past Sixty Days Transactions by Appaloosa Investment Limited Partnership I Trade Date Purchase/ Sale No. of Shares Purchased/Sold Price Per Share 8-14-96 P 32,000 8.375 8-14-96 P 73,400 8.3325 8-15-96 P 16,000 8.75 8-15-96 P 9,000 8.685 8-16-96 P 6,700 8.81 8-19-96 P 13,600 8.81 8-20-96 P 32,600 9.2175 Transactions by Palomino Fund Ltd. Trade Date Purchase/ Sale No. of Shares Purchased/Sold Price Per Share 8-14-96 P 10,000 8.375 8-14-96 P 24,100 8.3325 8-15-96 P 5,000 8.75 8-15-96 P 3,000 8.685 8-16-96 P 2,200 8.81 8-19-96 P 4,500 8.81 8-20-96 P 10,700 9.2175 Purchases by Reliance Standard Life Insurance Company Trade Date Purchase/ Sale No of Shares Purchased Cost Per Share 8-14-96 P 8,000 8.375 8-14-96 P 18,100 8.3325 8-15-96 P 4,000 8.75 8-15-96 P 2,000 8.685 8-16-96 P 1,600 8.81 8-19-96 P 3,400 8.81 8-20-96 P 8,100 9.2175 -----END PRIVACY-ENHANCED MESSAGE-----