-----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, GZCdIzs0d8H0LZ/yYpDcJ5iBDRt2Q76WQMR9aJN02CQgYvuiVsI9dY3DqsKZPePH svhKoRFPHk+fy0UaEcLG9A== 0000923088-97-000009.txt : 19970515 0000923088-97-000009.hdr.sgml : 19970515 ACCESSION NUMBER: 0000923088-97-000009 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970514 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: 97603188 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. 4 )* 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 Robert C. Schwenkel, Esq. Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 (212) 859-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 13, 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 9 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 of6,061,779 Shares Beneficially 8 Shared Voting Power Owned By-0- Each Reporting 9 Sole Dispositive Power Person6,061,779 With 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 6,061,779 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented By Amount in Row (11) 45.12% 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 of6,061,779 Shares Beneficially 8 Shared Voting Power Owned By-0- Each Reporting 9 Sole Dispositive Power Person6,061,779 With 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 6,061,779 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented By Amount in Row (11) 45.12% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D This Amendment No. 4 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 and Amendment No. 3 filed on April 7, 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 3.Source and Amount of Funds or Other Consideration Of the additional 60,000 Shares and the $20,500,000 principal amount of the 11% Secured Convertible Notes due 1999 of the Company acquired by the Reporting Persons since the filing of the Amendment No. 3 to Schedule 13D, on March 27, 1997, 29,364 Shares and $10,032,700 principal amount of Notes were purchased with the personal funds of the Partnership, 23,892 Shares and $8,163,100 principal amount of Notes were purchased with the working capital of Palomino and 6,744 Shares and $2,304,200 principal amount of Notes were purchased with the working capital of Reliance. The purchase price of the Shares was $4.25 per Share. The Notes purchased from SC (as defined below) were purchased at a price equal to their face amount plus 1/8 of 1%, and the Notes purchased from Dreyfus were purchased at a price equal to their face amount plus 1/2 of 1%. Item 4.Purpose of Transaction As previously reported in the Schedule 13D and Amendment No. 3 thereto, on March 27, 1997, Appaloosa Investment Limited Partnership I (the "Partnership") (for itself and on behalf of, and as agent for, Palomino Fund Ltd. ("Palomino") and Ferd L.P. ("Ferd" and, together with the Partnership and Palomino, collectively, the "Purchasers")) agreed to purchase from (i) certain affiliates of Siegler, Collery & Co. (collectively, "SC") 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 was 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. On May 13, 1997, the Purchasers orally agreed with SC and Dreyfus (collectively, the "Sellers") (i) to rescind the parties' previous agreement regarding the purchase and sale of the Notes, (ii) to purchase from the Sellers, in the aggregate, $20,500,000 principal amount of the Notes and from Dreyfus, separately, 60,000 Shares and (iii) to assume the rights and obligations of the Sellers under the Letter Agreement. The Reporting Persons have acquired the Shares and have agreed to acquire the Notes for investment purposes. The Reporting Persons may determine to make additional purchases of Shares, Notes and/or Warrants (as defined below) and may determine to sell all or a portion of their Shares, Notes and/or Warrants. Such determination would depend upon prevailing market conditions and other factors. Any such purchases or sales would be effected in open-market or privately-negotiated transactions or through the conversion of the Notes or exercise of the Warrants. In light of the increased magnitude of the Reporting Persons' investment in the Company, the Reporting Persons may seek to influence management of the Company in order to ensure that the Company is managed to maximize the value of the enterprise. The Reporting Persons intend to contact the Company to seek a meeting with management to discuss certain material business issues relating to the Company, including, without limitation, the Reporting Persons' view that the Company should seek to retain experienced and independent personnel in key operating positions. In the future, the Reporting Persons may consider whether to take additional actions to protect their investment in the Company, including, without limitation, (i) the acquisition of additional securities of the Company or the disposition of securities of the Company, (ii) proposing an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries and (iii) proposing a change in the present Board of Directors or management of the Company. 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 of such events, actions or conditions. Item 5.Interest in Securities of the Issuer Pursuant to the Letter Agreement, the Purchasers (as assignees of the Sellers) have agreed to a restructuring of the Company's indebtedness held by the Purchasers in order to accomplish the following: (i) terminate those certain Escrow Agreements, each dated as of January 2, 1996 (as amended from time to time, the "Escrow Agreements"); (ii) return $15 million in escrowed funds held pursuant to the Escrow Agreements to the Purchasers and the other holders of the Notes (collectively, the "Holders") in a partial redemption of the Notes pro rata based upon the respective principal amounts of the Notes owned by the Purchasers and the other Holders ; and (iii) resolve certain issues arising under that certain Note Purchase Agreement, dated as of January 23, 1996, between the Company and the original purchasers of the Notes (the "Note Purchase Agreement") and effect certain amendments to the Indenture. As contemplated by the Letter Agreement and subject to the terms thereof, in addition to the termination of the Escrow Agreements and the release of the escrowed funds as described above, the Company has agreed (i) to issue to the Purchasers and the other Holders warrants to purchase 1,640,952 Shares (the "Warrants") pro rata based upon the respective principal amounts of the Notes owned by the Purchasers and the other Holders on the date of issuance of the Warrants and (ii) to amend the terms of the Notes as described below and in the Letter Agreement. The Warrants will be exercisable, at any time, in whole or in part, by the holders thereof after August 15, 1997, and prior to March 31, 2000 at an exercise price of $9.00 per Share. The Purchasers will receive Warrants that will represent, in the aggregate, the right to purchase 959,722 Shares. The Company will have the right to repurchase any outstanding Warrants, upon not less than 30 days' prior written notice to the Holders, at a repurchase price of $.01 per warrant, only after (a) the earlier of(i) the issuance by the United States District Court, Northern District of Alabama, Southern Division (or any successor court with jurisdiction over the Silicone Gel Breast Implant Products Liability Litigation (MDL 926)), of a final non- appealable order certifying the Company's Mandatory (non- "opt-out" Limited Fund) Class under Rule 23(b)(1)(B) of the Federal Rules of Civil Procedure or (ii) "Circling of the Class" with ninety-seven percent (97%) of the silicone breast implant litigation currently existing against the Company settled in whatever way is in the best interest of the Company; and (b) after the occurrence of the earlier of events described in clause (a) of this paragraph, the closing volume weighted average trading price of the Shares as reported on the Bloomberg Nasdaq Market Reporting System, shall average $13.00 per Share for 20 consecutive trading days. The Company has further agreed (i) to use its best efforts to register with the Commission on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), on or before March 22, 1997 (or cause an appropriate post-effective amendment to be made to an existing registered registration statement on or prior to such date), and use its best efforts to become effective on or before May 31, 1997, a registration statement with respect to the Warrants and the aggregate amount of Shares to be issued upon exercise of the Warrants and (ii) to keep such registration statement effective for a period of time required for disposition of such Warrants or Shares by the Holders. In the event such registration statement is not filed or declared effective on or prior to the applicable date set forth above, the exercise price of the Warrants will be reduced by $.50 and, if such registration statement is not filed or declared effective within 45 days after the applicable date set forth above, the exercise price of the Warrants will be reduced by an additional $.50 (and thereafter reduced by an additional $.50 for each subsequent period of 45 consecutive days that such filing and/or effectiveness does not occur). To the knowledge of the Reporting Persons, as of the date hereof, the Company has not filed a registration statement with respect to the Warrants and the aggregate amount of Shares to be issued upon exercise of the Warrants; therefore, the exercise price of the Warrants should be reduced by $1.00 to an exercise price of $8.00 per Share The Letter Agreement further provides that the Company will use its best efforts to amend the Company's existing effective S-3 registration statement in order to register under the Securities Act all of the Shares issuable upon conversion of the Notes (as the terms of such Notes are to be amended as described below and in the Letter Agreement) and keep such registration statement effective for a period of time required for the disposition of such Shares by the Holders. The Purchasers agreed that they will not sell the Warrants issued to them prior to August 15, 1997. The Letter Agreement also provides that the conversion terms of the Notes will be amended such that such Notes may be converted at any time, in whole or in part, by the Holders thereof into that number of Shares obtained by dividing the principal amount of the Note or portion thereof to be converted by a conversion price equal to the lesser of (i) $8.00 per Share, as adjusted from time to time as provided in the Indenture (as amended as described below), and (ii) an amount equal to 85% of the closing volume weighted average trading price of the Shares as reported on the Bloomberg Nasdaq Market Reporting System for the 10-day period prior to delivery of a conversion notice to the Company by the applicable Holder; provided, however, that, subject to certain de minimis exceptions, each Holder may only convert up to forty percent (40%) of the initial aggregate principal amount of Notes held by such Holder in any 60-day period. In addition, the Letter Agreement provides that the Indenture will be amended to include (A) full anti-dilution price protections in the event Shares (i) are issued or sold by the Company (or Shares may be issued upon exercise of options, warrants, convertible securities or similar securities issued or sold after the date hereof) for $5.50 or less per Share (subject to any appropriate proportionate adjustments as a result of the occurrence of certain events relating to the capital stock as contemplated in the Letter Agreement), other than Shares issued as part of a settlement of identified breast implant product litigation, or (ii) are issued or sold by the Company outside the United States in a transaction or series of transactions pursuant to Regulation S of the Securities Act or any successor regulation, and (B) other anti-dilutive adjustment features with respect to the number of Shares of the Company. The Company has agreed to use its best efforts to cause the execution and delivery of all documents contemplated by the Letter Agreement on or prior to March 6, 1997. Upon execution and delivery of the documents contemplated therein, the Purchasers have agreed to waive any default of Section 2.18 of the Note Purchase Agreement with respect to the requirement that approximately $10 million of the proceeds from the issuance of the Notes be used for long-term capital investments and improvements. Giving effect to the transactions contemplated in the Letter Agreement, the Partnership, Palomino and Ferd may be deemed to hold $5,724,581.72, $4,651,802.29 and $1,314,758.86 principal amount of the Notes, respectively. Based upon the potential conversion of the Notes and a closing volume weighted average trading price of $3.226 for the Shares as reported on the Bloomberg Nasdaq Market Reporting System for the 10-day period ending May 12, 1997, the Partnership, Palomino and Ferd may be deemed to have acquired beneficial ownership of 2,087,663, 1,698,625 and 479,471 Shares, respectively. In addition, the Partnership, Palomino and Ferd may be deemed to hold Warrants representing the right to purchase 469,687, 382,161 and 107,872 Shares, respectively. Since the filing of Amendment No. 3 to the Schedule 13D, on April 7, 1997, the Partnership, Palomino and Reliance Standard Life Insurance Company ("Reliance") sold, in the aggregate, 1,500 Shares in the open market. As of the date hereof, the Partnership, Palomino, Ferd and Reliance may deemed to have beneficial ownership of 3,042,614, 2,338,173, 594,087 and 86,905 Shares, respectively . (a) This statement on Schedule 13D relates to 6,061,779 Shares may be deemed to be beneficially owned by the Reporting Persons, which constitute approximately 45.12% of the issued and outstanding Shares. (b) The Manager may be deemed to have sole voting and dispositive power with respect to 6,061,779 Shares. Mr. Tepper may be deemed to have sole voting and dispositive power with respect to 6,061,779 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 A annexed hereto and incorporated by reference herein. All of such sales were made on the open market. All of such purchases were made in a privately- negotiated transaction with the Sellers described above. (d) Not applicable. (e)Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Except as set forth above, 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:Indenture Exhibit B: Letter Agreement Exhibit C: Escrow Agreements Exhibit D: Note Purchase Agreement Exhibit E: Transactions in Shares of the Company Since the Last Filing on Schedule 13D 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: May 13, 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 Escrow Agreements [Inco rpora ted by refer ence to Exhib its 99.8 and 99.9 to the Compa ny's Inter im Repor t on Form 8-K filed on April 19, 1996. ] D Note Purchase Agreement [Incorporated by reference to Exhibit 1 to the Amendment No. 1 to the Schedule 13D of SC Fundamental Inc., et al. filed June 26, 1996.] E Transactions in Shares of 10 the Company Since the Last Filing on Schedule 13D EXHIBIT E Transactions in Shares of the Company Since the Last Filing on Schedule 13D Transactions by Appaloosa Investment Limited Partnership I Purchase / Trade No. of Shares Price per Sale Date Purchased / Sold Share S 05-01-97 500 2.700 S 05-02-97 500 2.825 S 05-05-97 245 3.21 P 05-13-97 29,364 4.25 Transactions by Palomino Fund Ltd. Purchase / Trade No. of Shares Price per Sale Date Purchased / Sold Share S 05-05-97 199 3.21 P 05-13-97 23,892 4.25 Transactions by Reliance Standard Life Insurance Company Purchase / Trade No. of Shares Price per Sale Date Purchased / Sold Share S 05-05-97 56 3.21 Transactions by Ferd L.P. Purchase / Trade No. of Shares Price per Sale Date Purchased / Sold Share P 05-13-97 6,744 4.25 -----END PRIVACY-ENHANCED MESSAGE-----