-----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, APVW60eIYH9L2b2MtwdujN9jpcmw8E1OMrkfUrtV4ePgRAskLTRnphIJywTYBzCg wv7qdSM3xoK+tP3c9AZhjw== 0000923088-97-000007.txt : 19970409 0000923088-97-000007.hdr.sgml : 19970409 ACCESSION NUMBER: 0000923088-97-000007 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970407 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34274 FILM NUMBER: 97575467 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/A 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/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3 )* 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) March 27, 1997 (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 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 6 Page 1 of 8 Pages 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* 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 of776,300 Shares Beneficially 8 Shared Voting Power Owned By-0- Each Reporting 9 Sole Dispositive Power Person776,300 With 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 776,300 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented By Amount in Row (11) 9.46% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 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* 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 of776,300 Shares Beneficially 8 Shared Voting Power Owned By-0- Each Reporting 9 Sole Dispositive Power Person776,300 With 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 776,300 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented By Amount in Row (11) 9.46% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D This Amendment No. 3 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 and Amendment No. 2 filed on January 28, 1997 (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 The Manager is the general partner of Ferd L.P., a Delaware limited partnership ("Ferd"). The limited partner of Ferd is Chestnut Investors III, Inc., a Delaware corporation ("Chestnut"). Chestnut is beneficially owned by Delphi. The address of the principal business and principal office of Ferd is 51 John F. Kennedy Parkway, Short Hills, New Jersey 07078. The address of the principal business and principal office of Chestnut is 1105 North Market Street, Wilmington, Delaware 19899. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer On March 27, 1997, the Partnership (for itself and on behalf of, and as agent for, Palomino and Ferd) agreed to purchase from (i) Mr. Scott Bommer and certain of his affiliates (collectively, "Bommer") and (ii) Dreyfus, in the aggregate, $11,697,142.86 principal amount of 11% Secured Convertible Notes due 1999 of the Company (the "Notes") issued under that certain indenture, dated as of January 22, 1996 (as amended from time to time, the "Indenture"), between the Company and Santa Barbara Bank & Trust, as trustee. The purchase of the Notes is conditioned upon the effectiveness of certain amendments to the Indenture set forth in that certain Letter Agreement, dated February 27, 1997 (the "Letter Agreement"), between the Company and the holders of the Notes. Item 7.Material to Be Filed as Exhibits Exhibit A:Indenture Exhibit B: Letter Agreement Exhibit C: Trade Confirmation, dated as of March 27, 1997 (the "Dreyfus Confirmation"), among the Partnership, Dreyfus and Goldman, Sachs & Co., as agent. Exhibit D: Trade Confirmation, dated as of March 27, 1997 (the "Bommer Confirmation"), among the Partnership, Bommer and Goldman, Sachs & Co., as agent. 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: April 7, 1997 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 NamePage A Indenture [Inco rpora ted by refer ence to Exhib it 99.2 to the Compa ny's Inter im Repor t on Form 8-K filed on April 19, 1996. ] B Letter Agreement [Inco rpora ted by refer ence to Exhib it 1 to the Amend ment No. 2 to the Sched ule 13D of SC Funda menta l Inc., et al. filed March 4, 1997. ] C Dreyfus Confirmation 7 D Bommer Confirmation [Inco rpora ted by refer ence to Exhib it 1 to the Amend ment No. 3 to the Sched ule 13D of SC Funda menta l Inc., et al. filed April 4, 1997.] Exhibit 1 TRADE CONFIRMATION To: Seller Name: Dreyfus Goldm an, Sachs & Co. Contact Person: Joe Healy Attn: Lex Malas , as Agent Fax No.: 212-922-4803 Fax No.: 212- 902- 3757 Phone No.: 212-922-6196 Phone No.: 212- 902- 3495 From: Buyer Name Appaloosa Investment Limited Partnership I Contact Person Jim Bolin Fax No.: 201-376-5415 Phone No.: 201-376-5400 We are pleased to confirm the following transaction: Trade Date: March 27, 1997 Buyer: Appaloosa Investment Limited Partnership I Seller: Dreyfus Agent: Goldman, Sachs & Co. Credit Agreement: Inamed Corp. 11.00% due 1999 Secured Convertible Notes. Purchase Amount/ Type of Debt: $6,840,000.00 Form of Purchase: Assignment Settlement Date: Upon issuance of new notes as modified or as soon as practicable. Pricing: Purchase Rate: 100% Agent's Commission: .125% Other Terms of Trade: Closing of trade subject to execution of mutually acceptable definitive documentation containing provision including confirmation of and Seller's representation that (a) The Notes and Indenture have not been altered or modified since execution of the Note Purchase Agreement, dated January 23, 1996, except for terms outlined in the letter dated February 27, 1997 and (b) Notes are secured by a valid, perfected and enforceable first priority security interest in all of the Issuer's assets. If you agree with the terms and conditions described herein, please provide the signature of a duly authorized officer or other signatory where indicated below and return this letter to the attention of Ceci Winters no later than 5:00 p.m. (New York City time), March 31, 1997, at the following fax number(s): 212-346-2608. If you have any questions, please contact Ceci Winters at 212-902-4424. ACCEPTED AND AGREED: SELLER BUYER DREYFUS APPALOOSA INVESTMENT LIMITED PARTNERSHIP I By:/s/ Joseph Healey By: Appal oosa Manag ement LP Its General Partner By: Appaloosa Partners Inc. Name:Joseph Healy Its General Partner Title:Dreyfus Analyst Name: /s/ James E. Bolin Title: Vice President AGENT GOLDMAN, SACHS & CO. By:/s/ Keath Alexas Malas Name:Keath Alexas Malas Title:Authorized Signarory -----END PRIVACY-ENHANCED MESSAGE-----