-----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, EIAP4eAb43J7EzkxJV07TT8ZrPYMn31SsLk/qN7pN+iYgGcavdcMCIo8wcbYq76b kGKSANebUkLA3pnDCtihoA== 0000895345-02-000219.txt : 20020503 0000895345-02-000219.hdr.sgml : 20020503 ACCESSION NUMBER: 0000895345-02-000219 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020503 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: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34274 FILM NUMBER: 02633705 BUSINESS ADDRESS: STREET 1: 5540 EKWILL STREET STREET 2: SUITE D CITY: SANTA BARBARA STATE: CA ZIP: 93111-2919 BUSINESS PHONE: 8056925400 MAIL ADDRESS: STREET 1: 5540 EKWILL ST CITY: SANTA BARBARA STATE: CA ZIP: 93111-2919 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 IRS NUMBER: 223220835 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 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: 9737017000 MAIL ADDRESS: STREET 1: 26 MAIN ST STREET 2: 1ST FLOOR CITY: CHATAM STATE: NJ ZIP: 07928 SC 13D/A 1 rs13da.txt AMENDMENT NO. 18 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 18)* 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) MAY 3, 2002 - ------------------------------------------------------------------------------ (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 6,510,122 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 6,510,122 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,510,122 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.8% 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 6,510,122 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 6,510,122 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,510,122 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.8% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D This Amendment No. 18 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, Amendment No. 15 filed on November 23, 1999, Amendment No. 16 filed on September 7, 2000 and Amendment No. 17 filed on October 2, 2000 (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. ---------------------- Item 4 is hereby amended to add the following: On May 3, 2002, the Manager advised the Company, the limited partners of the Partnership and the investors in Palomino that the Manager intends to make a pro-rata in-kind distribution (the "Distribution"), on or about May 7, 2002, to such limited partners and investors of 2,800,000 Shares. Except as described above or otherwise described in this Amendment No. 18 to the Schedule 13D, the Reporting Persons do not have any current plans to dispose of any of the Shares beneficially owned by them after consummation of the Distribution. Each of the Reporting Persons reserves the right, in light of its ongoing evaluation of the Company's financial condition, business, operations and prospects, the market price of the Shares, conditions in the securities markets generally, general economic and industry conditions, its business objectives and other relevant factors, to change its plans and intentions at any time, as it deems appropriate. In particular, each of the Reporting Persons (and its respective affiliates) reserves the right to (i) purchase additional Shares or other securities of the Company, (ii) sell or transfer Shares beneficially owned by it from time to time in public or private transactions, and (iii) cause the Manager to distribute additional Shares in kind to its limited partners, the limited partners of the Partnership and the investors in Palomino, as the case may be. Except as otherwise described in this Amendment No. 18 to the Schedule 13D, the Reporting Persons currently have no plans or proposals which relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of the form of the Schedule 13D promulgated under the Securities and Exchange Act of 1934, as amended. ITEM 5. Interest in Securities of the Issuer ------------------------------------ In March 2001, Messrs. Tepper and Bolin, in consideration for their services as directors of the Company during 2000, each received 868 Shares from the Company. These Shares were paid by the Company, at the election of Messrs. Tepper and Bolin, in lieu of the annual cash fees payable to Messrs. Tepper and Bolin for their services as directors of the Company. Messrs. Tepper and Bolin immediately assigned all of their right, title and interest in such Shares to the Partnership and Palomino. In addition, Messrs. Tepper and Bolin, in consideration for their services as directors of the Company, each was granted under the Company's Non-Employee Directors' Stock Option Plan (i) in March 2001, options to purchase 5,000 Shares, (ii) in June 2001, options to purchase 1,667 Shares and (iii) in March 2002, options to purchase 5,000 Shares. Messrs. Tepper and Bolin immediately assigned all of their right, title and interest in such options to the Partnership and Palomino. Accordingly, Item 5 is hereby amended to reflect that, as of the date hereof, the Reporting Persons may be deemed to beneficially own 6,510,122 Shares in the aggregate. (a) This statement on Schedule 13D relates to 6,510,122 Shares which may be deemed to be beneficially owned by the Reporting Persons and which constitute approximately 31.8% of the issued and outstanding Shares, based on calculations made in accordance with Rule 13d-3(d) of the Securities Exchange Act of 1934, as amended, and there being 20,444,850 Shares outstanding as of March 15, 2002 as disclosed by the Company in its Form 10-K for the fiscal year ended December 31, 2001. (b) The Manager may be deemed to have the sole voting and dispositive power with respect to 6,510,122 Shares. Mr. Tepper may be deemed to have sole voting power and dispositive power with respect to 6,510,122 Shares. (c) Except as described in this Schedule 13D, none of the Reporting Persons have effected any transactions in Shares during the sixty (60) days preceding the date of this Amendment No. 18 to the Schedule 13D. (d) Not applicable (e) Not applicable 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 3, 2002 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 -----END PRIVACY-ENHANCED MESSAGE-----