-----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, U+c8fTunQZ9c8q9Kwcc+ikdEPoaU9zB5cSk1/oYy9qmod3fDYTxE//CyoYyM353q Yq18+D28o05f7M0xzn4AcQ== 0000923088-97-000017.txt : 19971204 0000923088-97-000017.hdr.sgml : 19971204 ACCESSION NUMBER: 0000923088-97-000017 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971203 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: SEC FILE NUMBER: 005-34274 FILM NUMBER: 97731913 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. 7 )* 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) November 26, 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 6 Pages SCHEDULE 13D CUSIP No. 453235103 Page 2 of 6 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 of4,272,316 Shares Beneficially 8 Shared Voting Power Owned By-0- Each Reporting 9 Sole Dispositive Power Person4,272,316 With 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,272,316 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented By Amount in Row (11) 35.96% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 453235103 Page 3 of 6 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 of4,272,316 Shares Beneficially 8 Shared Voting Power Owned By-0- Each Reporting 9 Sole Dispositive Power Person4,272,316 With 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,272,316 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* 13 Percent of Class Represented By Amount in Row (11) 35.96% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D This Amendment No. 7 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, and Amendment No. 6 filed on July 14, 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 5.Interest in Securities of the Issuer On November 26, 1997, in a privately-negotiated transaction, the Partnership, Palomino and Ferd purchased $381,732.64, $308,525.77 and $86,884.59 principal amount of the 11% Secured Convertible Notes due 1999 of the Company, respectively (or $777,143.00 principal amount of the Notes in the aggregate), at par. Pursuant to the Second Supplemental Indenture to the Indenture, dated as of July 2, 1997 (the "Second Supplemental Indenture") (Exhibit A hereto and incorporated by reference herein), such Notes are convertible into, and the Partnership, Palomino and Ferd may be deemed to have acquired beneficial ownership of an additional, 71,488, 57,778 and 16,271 Shares, respectively (or 145,537 Shares in the aggregate). Accordingly, as of the date hereof, the Partnership, Palomino, Ferd and Reliance may be deemed to have beneficial ownership of 2,166,602, 1,584,325, 434,540 and 86,849 Shares, respectively (or 4,272,316 Shares in the aggregate). (a) This statement on Schedule 13D relates to 4,272,316 Shares which may be deemed to be beneficially owned by the Reporting Persons and which constitute approximately 35.96% of the issued and outstanding Shares. (b) The Manager may be deemed to have sole voting and dispositive power with respect to 4,272,316 Shares. Mr. Tepper may be deemed to have sole voting and dispositive power with respect to 4,272,316 Shares. (c) Not applicable. (d) Not applicable. (e)Not applicable. Item 7.Material to Be Filed as Exhibits Exhibit A:Second Supplemental Indenture 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: December 3, 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 Name Page A Second Supplemental Indenture [Incorporated by reference to Exhibit 10.2 to the Report on Form 8-K of the Company filed July 14, 1997] -----END PRIVACY-ENHANCED MESSAGE-----