-----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, O5qdNoQUeXOnC9DKMHlAzT7e+xdteqCM3rrRostQikrsGRWkWasdJM2hUJwO9Osn Ym3OuoGuvJFp+BFvlz8e4Q== /in/edgar/work/20000907/0000895345-00-000552/0000895345-00-000552.txt : 20000922 0000895345-00-000552.hdr.sgml : 20000922 ACCESSION NUMBER: 0000895345-00-000552 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000907 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INAMED CORP CENTRAL INDEX KEY: 0000109831 STANDARD INDUSTRIAL CLASSIFICATION: [3842 ] IRS NUMBER: 590920629 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-34274 FILM NUMBER: 718450 BUSINESS ADDRESS: STREET 1: 5540 EKWILL STREET STREET 2: SUITE D CITY: SANTA BARBARA STATE: CA ZIP: 93111 BUSINESS PHONE: 8056925400 MAIL ADDRESS: STREET 1: 5540 EKWILL ST CITY: SANTA BARBARA STATE: CA ZIP: 93111 FORMER COMPANY: FORMER CONFORMED NAME: FIRST AMERICAN CORP /FL/ DATE OF NAME CHANGE: 19860819 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: APPALOOSA MANAGEMENT LP CENTRAL INDEX KEY: 0001006438 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 223220835 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 26 MAIN ST STREET 2: 1ST FLOOR CITY: CHATHAM STATE: NJ ZIP: 07928 BUSINESS PHONE: 2013765400 MAIL ADDRESS: STREET 1: 26 MAIN ST STREET 2: 1ST FLOOR CITY: CHATAM STATE: NJ ZIP: 07928 SC 13D/A 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 16)* INAMED CORPORATION - --------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - --------------------------------------------------------------------------- (Title of Class of Securities) 453235103 - --------------------------------------------------------------------------- (CUSIP Number) KENNETH MAIMAN, ESQ. ROBERT C. SCHWENKEL, ESQ. APPALOOSA MANAGEMENT L.P. FRIED, FRANK, HARRIS, SHRIVER & JACOBSON 26 MAIN STREET, FIRST FLOOR ONE NEW YORK PLAZA CHATHAM, NJ 07928 NEW YORK, NY 10004 (973) 701-7000 (212) 859-8000 - --------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) SEPTEMBER 7, 2000 - --------------------------------------------------------------------------- (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(e), 13d-1(f) or 13d-1(g), check the following box |_|. *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 disclosures 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). SCHEDULE 13D CUSIP No. 453235103 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 NOT APPLICABLE 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 NUMBER OF 7 SOLE VOTING POWER SHARES 6,420,052 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 6,420,052 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,420,052 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.8% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 453235103 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 NOT APPLICABLE 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 NUMBER OF 7 SOLE VOTING POWER SHARES 6,420,052 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 6,420,052 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,420,052 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.8% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D This Amendment No. 16 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, Amendment No. 6 filed on July 14, 1997, Amendment No. 7 filed on December 3, 1997, Amendment No. 8 filed on December 12, 1997, Amendment No. 9 filed on October 2, 1998, Amendment No. 10 filed on November 9, 1998, Amendment No. 11 filed on March 16, 1999, Amendment No. 12 filed on April 30, 1999, Amendment No. 13 filed on May 17, 1999, Amendment No. 14 filed on June 21, 1999 and Amendment No. 15 filed on November 23, 1999 (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 4. Purpose of Transaction. ---------------------- In late August, the Manager informed the Company that the Manager was contemplating acquiring additional Shares for investment purposes, and in connection with such purchase or purchases, entered into a letter agreement with the Company described below in Item 6. The Reporting Persons expect such purchases, if made in open market transactions, will be made in compliance with Rule 10b-18. The Reporting Persons may, from time to time, determine to make the contemplated purchases of Shares, but have no commitment to do so. In addition, the Reporting Persons may determine to sell all or a portion of their Shares. Any such determination to buy or sell would depend upon prevailing market conditions and other factors. ITEM 5. Interest in Securities of the Issuer ------------------------------------ (a) This statement on Schedule 13D relates to 6,420,052 Shares which may be deemed to be beneficially owned by the Reporting Persons and which constitute approximately 29.8% of the issued and outstanding Shares. In each of March 1999 and June 2000, Mr. Tepper and Mr. James Bolin, Vice President of Appaloosa Partners Inc., the general partner of the Manager, in consideration for their services as directors of the Company, were granted under the Company's Non-Employee Directors' Stock Option Plan an option to purchase 5,000 Shares. Messrs. Tepper and Bolin immediately assigned all of their right, title and interest in such options to the Partnership, Palomino and Tersk. (b) The Manager may be deemed to have the sole voting and dispositive power with respect to 6,420,052 Shares. Mr. Tepper may be deemed to have sole voting power and dispositive power with respect to 6,420,052 Shares. (c) Not applicable (d) Not applicable (e) Not applicable ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer ------------------------------------------------------------- On September 7, 2000, the Company and the Manager, for itself and on behalf of its affiliates and associates, entered into a Letter Agreement (a copy of which is attached hereto as Exhibit A and incorporated by reference herein), whereby the Company (a) granted consent under its security trading policy to the contemplated purchases and agreed that the purchases are in compliance with that policy until such time as the Company notifies the Reporting Persons that the Company's consent is suspended or revoked; (b) acknowledged and agreed that the Reporting Persons may acquire up to an additional 298,114 Shares without the Reporting Persons being deemed an "Acquiring Person" under the Company's rights plan; (c) acknowledged that as of the date of the Letter Agreement, the Company was not aware of any material, non-public information pertaining to the Company that had been communicated by executive officers of the Company to the Manager's representatives who serve on the board of directors of the Company; and (d) agreed to cooperate and assist the Manager in making the purchases in compliance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended. ITEM 7. Material to be Filed as Exhibits -------------------------------- Exhibit A Letter, dated September 7, 2000, from the Company to the Manager 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: September 7, 2000 Appaloosa Management L.P. By: Appaloosa Partners Inc., Its General Partner By: /s/ David A. Tepper ------------------------ David A. Tepper President /s/ David A. Tepper ------------------------------ David A. Tepper EXHIBIT INDEX Exhibit Exhibit Description - ------- ------------------- Exhibit A Letter, dated September 7, 2000, from the Company to the Manager EX-99.1 2 0002.txt EXHIBIT A CONFIDENTIAL INAMED CORPORATION 5540 Ekwill Street, Suite D Santa Barbara, California 93111-2919 September 6, 2000 Appaloosa Management, L.P. 26 Main Street, First Floor Chatham, New Jersey 07928 Attn: James E. Bolin RE: Purchase of Shares in Inamed Corporation ---------------------------------------- Dear Sir: Reference is hereby made to the securities trading policy of Inamed Corporation (the "Company") applicable to the Company's directors, officers and designated employees, and the Amended and Restated Rights Agreement, dated as of November 16, 1999, between the Company and U.S. Stock Transfer Corporation, as Rights Agent, as amended by Amendment No. 1 to Amended and Restated Rights Agreement, dated as of December 22, 1999, between the Company and U.S. Stock Transfer Corporation, as Rights Agent (as so amended, the "Rights Agreement"). As discussed between representatives of the Company and Appaloosa Management, L.P. (together with its affiliates and associates, "Appaloosa"), you have advised us that, subject to your receipt of this letter, Appaloosa is contemplating one or more purchases, through the open market, of additional shares of common stock, par value $.01 per share (the "Common Stock"), of the Company. In connection with your possible purchases of additional shares of Common Stock of the Company (the "Purchases"), we hereby confirm the following: 1. The Company hereby consents to the Purchases for purposes of its securities trading policy, and agrees that the Purchases are in compliance with the securities trading policy, until such time as the Company determines in good faith and advises Appaloosa in writing that, under the terms of its securities trading policy, this consent must be suspended or revoked. 2. The Company hereby agrees that based on Appaloosa's beneficial ownership of Common Stock as reported in Amendment No. 16 to Schedule 13D, as of the date hereof, with respect to Appaloosa's beneficial ownership of Common Stock, Appaloosa may acquire up to an additional 298,114 shares of Common Stock and shall not be deemed to be an Acquiring Person under the Rights Agreement solely by reason of the Purchases of such number of additional shares. 3. The Company hereby acknowledges that, as of the date hereof, it is not aware of any material information pertaining to the Company that has been communicated by any executive officer of the Company to any of Appaloosa's representatives who serve on the board of directors of the Company that has not been publicly disclosed. 4. The Company hereby agrees that it will cooperate with and assist Appaloosa in making the Purchases in compliance with the requirements of Rule 10b-18 of the Securities Exchange Act of 1934, as amended, and Appaloosa agrees that it will use its reasonable efforts to make all the Purchases in compliance with the requirements of such Rule. To this end, the Company and Appaloosa will retain a single broker who will execute all Purchases on behalf of Appaloosa and all purchases of Common Stock by the Company under its current stock repurchase program (as that program may be modified or extended from time to time) in a manner designed to ensure that (a) all Purchases and all purchases by the Company under its stock repurchase program comply with the single broker, volume and other limitations of Rule 10b-18, (b) Appaloosa is not aware on any given day whether the Company is in the market, and (c) on any day on which both the Company and Appaloosa have directed that the broker purchase shares, the broker will allocate any shares so purchased on such day at a price equal to or less than the Maximum Price (as defined below) on a 50/50 basis to the Company and Appaloosa in such a manner that the average per share price paid by each party is as nearly equal as possible. "Maximum Price" on any day means the lower of the maximum prices which the Company and Appaloosa each advises the broker on such day that it is willing to pay for shares of Common Stock to be purchased by the broker. 5. The Company acknowledges that this letter will be disclosed by Appaloosa in an amendment to its Schedule 13D relating to the Common Stock. Please acknowledge your agreement with the foregoing by executing this letter in duplicate and returning one signed original to the Company at the address set forth above. INAMED CORPORATION By: /s/ Ilan K. Reich -------------------------------- Name: Ilan K. Reich Title: President and co-Chief Executive Officer Accepted and agreed to this 7th day of September 2000 APPALOOSA MANAGEMENT, L.P. By: Appaloosa Partners, Inc., its General Partner By: /s/ James E. Bolin ------------------------------- Name: James E. Bolin Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----