SC 14D1/A

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                SCHEDULE 14D-1/A

                                (AMENDMENT NO. 2)

               TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                            COLLAGEN AESTHETICS, INC.
                            (Name of Subject Company)

                               INAMED CORPORATION
                         INAMED ACQUISITION CORPORATION
                                    (Bidders)

                          Common Stock, $.01 Par Value
                         Preferred Share Purchase Rights
                        (Title of Classes of Securities)

                                    194194106
                      (CUSIP Number of Class of Securities)

                               Ilan K. Reich, Esq.
                                    President
                               Inamed Corporation
                           1120 Avenue of the Americas
                                   Suite 4000
                            New York, New York 10036
                                 (212) 626-6800
                  (Name, Address and Telephone Number of Person
     Authorized to Receive Notices and Communications on Behalf of Bidders)

                                   Copies to:

                             Lawrence Lederman, Esq.
                       Milbank, Tweed, Hadley & McCloy LLP
                            One Chase Manhattan Plaza
                            New York, New York 10005
                                 (212) 530-5000







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                                  TENDER OFFER

         This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule 14D-1 filed with the Securities and Exchange Commission (the
"Commission") on August 4, 1999, as amended by Amendment No. 1 to Schedule 14D-1
filed with the Commission on August 5, 1999 (as so amended, the "Schedule
14D-1"), filed by Inamed Corporation, a Delaware corporation ("Parent"), and
Inamed Acquisition Corporation, a Delaware corporation and wholly-owned
subsidiary of Parent ("Purchaser"), relating to the offer by Purchaser to
purchase all outstanding shares of common stock, par value $.01 per share (the
"Shares"), of Collagen Aesthetics, Inc., a Delaware corporation (the "Company"),
and the associated preferred share purchase rights (the "Rights") issued
pursuant to the Amended and Restated Preferred Share Rights Agreement, dated as
of May 6, 1999, between the Company and The Bank of New York, as Rights Agent
(as the same may be amended, the "Rights Agreement"), at a purchase price of
$16.25 per Share (and associated Right), net to the seller in cash, on the terms
and subject to the conditions set forth in the Offer to Purchase dated August 4,
1999 (the "Offer to Purchase") and in the related Letter of Transmittal, copies
of which are attached to the Schedule 14D-1 as Exhibits (a)(1) and (a)(2),
respectively. Capitalized terms used herein but not defined herein have the
meanings specified for such terms in the Offer to Purchase and the Schedule
14D-1.

ITEM 10. ADDITIONAL INFORMATION.

         Item 10 (b)-(c) is hereby amended and supplemented as follows:

         On August 20, 1999, at 11:59 p.m., the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, relating to
the purchase of Shares (and associated Rights) pursuant to the Offer, expired.
Accordingly, the condition to the Offer requiring the expiration or early
termination of such waiting period has been satisfied. A press release relating
to the foregoing is filed as Exhibit (a) (12) to the Schedule 14D-1 and is
incorporated herein by reference.

ITEM 11. EXHIBITS

         Item 11 of the Schedule 14D-1 is hereby amended and  supplemented by
adding a new Exhibit as follows:

         (a)(12) Text of the Press Release issued by Parent and the Company on
         August 23, 1999.



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                                   SIGNATURES


                  After due inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.

Dated: August 23, 1999

                                INAMED CORPORATION

                                By:   /s/ Ilan K. Reich
                                      Name: Ilan K. Reich
                                      Title:  President


                                INAMED ACQUISITION CORPORATION

                                By:   /s/ Ilan K. Reich
                                      Name: Ilan K. Reich
                                      Title:  President




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                                 EXHIBITS INDEX

Exhibit
Number                        Title
- ------                        -----

(a) (1)       Offer to Purchase, dated August 4, 1999.*

(a) (2)       Letter of Transmittal.*

(a) (3)       Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
              Nominees.*

(a) (4)       Letter to Clients for Use by Brokers, Dealers, Commercial banks,
              Trust Companies and Nominees.*

(a) (5)       Notice of Guaranteed Delivery.*

(a) (6)       Guidelines for Certification of Taxpayer Identification Number on
              Substitute Form W-9.*

(a) (7)       Text of press release issued by Parent on August 2, 1999.*

(a) (8)       Text of press release issued by the Company on August 2, 1999.*

(a) (9)       Text of press release issued by Parent on August 4, 1999.*

(a) (10)      Form of Summary Advertisement dated August 4, 1999.*

(a) (11)      Text of press release issued by the Company on August 5, 1999.**

(a) (12)      Text of press release issued by Parent and the Company on August
              23, 1999.

(b) (1)       Commitment Letter, dated as of July 23, 1999, from Cerberus
              Capital Management, L.P.*

(b) (2)       Amendment to Commitment Letter, dated July 30, 1999, from
              Inamed Corporation and acknowledged and confirmed by Cerberus
              Capital Management, L.P.*

(c) (1)       Agreement and Plan of Merger, dated as of July 31, 1999, by and
              among the Company, Purchaser and Parent.*

(c) (2)       Confidentiality Agreement, dated as of April 23, 1999, between the
              Company and Parent.*

(d)           Not applicable.

(e)           Not applicable.


(f)           Not applicable.

*             Previously filed as an exhibit to the Schedule 14D-1.

**            Previously filed as an exhibit to Amendment No. 1 to the Schedule
              14D-1.




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EX-99.A.12

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Inamed Contacts:
Ilan Reich, President or
Michael Doty, Chief Financial Officer
(212) 626-6800


Collagen Aesthetics Contact:
Michael A. Bates
Collagen Aesthetics, Inc.
(650) 856-0200
www.collagen.com



                        INAMED CORPORATION'S ACQUISITION
                       OF COLLAGEN AESTHETICS, INC. CLEARS
                            FEDERAL ANTITRUST REVIEW

Santa Barbara and Palo Alto, California -- August 23, 1999 -- Inamed Corporation
(OTC BB: IMDC) and Collagen Aesthetics, Inc. (Nasdaq NM: CGEN) jointly announced
today that the waiting period prescribed under the federal Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, regarding the planned
acquisition by Inamed Corporation of Collagen Aesthetics, expired at 11:59 p.m.
on Friday, August 20, 1999.

         The condition to the tender offer by Inamed's wholly owned subsidiary,
Inamed Acquisition Corporation, to acquire Collagen Aesthetics requiring the
expiration or termination of such waiting period has been satisfied. The tender
offer remains subject to other customary conditions.

          The planned acquisition of Collagen Aesthetics, which was announced by
Inamed and Collagen Aesthetics on August 2, 1999, will create a global leader in
plastic surgery and aesthetic medicine, with over $225 million in annual sales
and a broad portfolio of products to address the needs of plastic and
reconstructive surgeons, dermatologists, cosmetic surgeons and other aesthetic
practitioners throughout the world.

        The merger agreement provides for a cash tender offer to acquire all of
the outstanding shares of Collagen Aesthetics, and the associated preferred
share purchase rights issued pursuant to Collagen Aesthetics' preferred share
rights agreement, at a purchase price of $16.25 per share (and associated
right). The offer and withdrawal rights are scheduled to expire at midnight, New
York City time, on Tuesday, August 31, 1999, unless extended. The board of
directors of Collagen Aesthetics has unanimously recommended that stockholders
tender their shares pursuant to the offer.

         This release contains forward looking statements that are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Forward-looking statements involve know and unknown risks and
uncertainties that may cause actual results in future periods to differ
materially from that which is anticipated. Factors that may cause such
differences include, but are not limited to, those described in Inamed's Annual
Report on Form 10-K for the year ended December 31, 1998 and Collagen
Aesthetics' Annual Report on Form 10-K for the year ended June 30, 1998.



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