-----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, V6FwXFbzLXuiRyP5hZkU6yvMIZwh6sSNJ88xftqc9a9ht1xkXAdbqL0k/hsnNz5K qFtVD00bBvci6ORXrcuuDg== 0000919574-97-000754.txt : 19970912 0000919574-97-000754.hdr.sgml : 19970912 ACCESSION NUMBER: 0000919574-97-000754 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970829 SROS: PSE 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: 97672834 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: FEINBERG LARRY N CENTRAL INDEX KEY: 0000926475 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ORACLE PARTNERS L P STREET 2: 712 FIFTH AVENUE 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125741286 MAIL ADDRESS: STREET 1: C/O ORACLE PARTNERS L P STREET 2: 712 FIFTH AVE 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 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. 1)* Name of Issuer: INAMED Corporation Title of Class of Securities: Common Stock, no par value. CUSIP Number: 453235103 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Norman S. Schleifer c/o Oracle Partners, L.P. 712 Fifth Avenue, 45th Floor New York, New York 10019 (Date of Event which Requires Filing of this Statement) 7/2/97 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 [ ]. *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 the disclosures provided in a prior cover page. The information required in 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). CUSIP No. 453235103 1. Name of Reporting Person I.R.S. Identification No. of Above Person Larry N. Feinberg 2. Check the appropriate box if a member of a group a. b. 3. SEC Use Only 4. SOURCE OF FUNDS WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) of 2(e) 6. Citizenship or Place of Organization U.S. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power 662,300 (including 11% Secured Convertible Notes due 1999 convertible into 400,000 shares of common stock and Warrants exercisable for 206,250 shares of common stock) 8. Shared Voting Power 511,773 (including 11% Secured Convertible Notes due 1999 convertible into 327,273 shares of common stock and Warrants exercisable for 168,750 shares of common stock) 2 9. Sole Dispositive Power 662,300 (including 11% Secured Convertible Notes due 1999 convertible into 400,000 shares of common stock and Warrants exercisable for 206,250 shares of common stock) 10. Shared Dispositive Power 511,773 (including 11% Secured Convertible Notes due 1999 convertible into 327,273 shares of common stock and Warrants exercisable for 168,750 shares of common stock) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,174,073 (including 11% Secured Convertible Notes due 1999 convertible into 727,273 shares of common stock and Warrants exercisable for 375,000 shares of common stock) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13. Percent of Class Represented by Amount in Row (11) 12.29% 14. Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 CUSIP No. 453235103 1. Name of Reporting Person I.R.S. Identification No. of Above Person Oracle Partners, L.P. 2. Check the appropriate box if a member of a group a. b. 3. SEC Use Only 4. SOURCE OF FUNDS WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) of 2(e) 6. Citizenship or Place of Organization U.S. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power 8. Shared Voting Power 511,773 (including 11% Secured Convertible Notes due 1999 convertible into 327,273 shares of common stock and Warrants exercisable for 168,750 shares of common stock) 4 9. Sole Dispositive Power 10. Shared Dispositive Power 511,773 (including 11% Secured Convertible Notes due 1999 convertible into 327,273 shares of common stock and Warrants exercisable for 168,750 shares of common stock) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 511,773 (including 11% Secured Convertible Notes due 1999 convertible into 327,273 shares of common stock and Warrants exercisable for 168,750 shares of common stock) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13. Percent of Class Represented by Amount in Row (11) 5.72% 14. Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 The Reporting Persons (as defined below) are filing this Amendment No. 1 to Schedule 13D to report a Consent and Waiver Agreement entered into with INAMED Corporation ("INAMED") in connection with a second supplemental indenture dated July 2, 1997 (the "Second Supplemental Indenture") to an indenture dated January 2, 1996 (the "Indenture") between INAMED and Santa Barbara Bank & Trust, as trustee. The Indenture was entered into in connection with the issuance by INAMED of 11% Secured Convertible Notes due 1999 (the "Notes"). The Second Supplemental Indenture is more fully described in Item 6 below. Item 1. SECURITY AND ISSUER No change. Item 2. IDENTITY AND BACKGROUND This statement is being filed on behalf of Mr. Larry N. Feinberg and Oracle Partners, L.P. (the "Reporting Persons"). Oracle Partners, L.P. has been added as a Reporting Person due to an increase in the percentage of shares of INAMED's Common Stock of which Oracle Partners, L.P. is deemed to be the beneficial owner. Mr. Feinberg is the managing general partner of Oracle Partners, L.P. and Oracle Institutional Partners, L.P., both of which are investment limited partnerships (the "Partnerships"). Mr. Feinberg is also the sole principal of Oracle Investment Management, Inc., the investment manager (the "Investment Manager") of several managed accounts (the "Managed Accounts"). 6 The Partnerships and the Managed Accounts will be collectively referred to herein as the "Funds". The principal offices of the Funds and the Investment Manager are at 712 Fifth Avenue, 45th Floor, New York, New York 10019. The Reporting Persons have not during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). The Reporting Persons have not during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Mr. Feinberg is a citizen of the United States of America. Oracle Partners, L.P. is a limited partnership formed under the laws of the State of Delaware. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As of the date hereof, Mr. Larry N. Feinberg is deemed to beneficially own 71,800 shares of INAMED's Common Stock, no par value (the "Common Stock"), Notes that are convertible into 727,273 shares of Common Stock and Warrants that are exercisable for 375,000 shares of Common Stock. The Common Stock, the Notes and the Warrants are held by the Funds over which Mr. Feinberg has investment discretion. The funds for the purchase of the 7 Common Stock, the Notes and the Warrants held in the Funds, over which Mr. Feinberg has investment discretion, came from capital contributions to the Funds by their general and limited partners. The funds for the purchase of the Common Stock, the Notes and the Warrants held in the Managed Accounts, over which the Mr. Feinberg has investment discretion, came from each managed account's own funds. Leverage was not used to purchase the Common Stock, Notes or Warrants. As of the date hereof, Oracle Partners, L.P. ("Oracle Partners") is deemed to beneficially own 15,750 shares of INAMED's Common Stock, no par value, Notes that are convertible into 327,273 shares of Common Stock and Warrants that are exercisable for 168,750 shares of Common Stock. The funds for the purchase of the Common Stock, the Notes and the Warrants held in Oracle Partners came from capital contributions to Oracle Partners by its general and limited partners. Oracle Partners did not use leverage to purchase the Common Stock, Notes or Warrants. Item 4. PURPOSE OF TRANSACTION The Common Stock, the Notes and the Warrants beneficially owned by the Reporting Persons were acquired for, and are being held for, investment purposes. The Reporting Persons may acquire additional shares of Common Stock, dispose of all or some of those shares from time to time, in each case in 8 open market transactions, block sales or purchases or otherwise, or may continue to hold those shares. The Reporting Persons do not have any plan or proposal which relates to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D. However, the Reporting Persons reserve the right to discuss company business with management, make proposals to management and/or take other actions to influence the management of INAMED should they deem such actions appropriate. Item 5. INTEREST IN SECURITIES OF THE ISSUER As of the date hereof, Mr. Feinberg is deemed to be the beneficial owner of 71,800 shares of Common Stock, Notes convertible into 727,273 shares of Common Stock and Warrants exercisable for 375,000 shares of Common Stock. Assuming the conversion of the Notes and the exercise of the Warrants, Mr. Feinberg would be deemed to be the beneficial owner of 1,174,073 shares of Common Stock constituting 12.29% of the shares of INAMED Common Stock based upon 9,546,939 shares that would be outstanding upon conversion of the Notes and exercise of the Warrants. This figure is based on information received from INAMED stating that, as of July 28, 1997, there were 8,444,666 shares of Common Stock outstanding. With respect to 511,773 shares of the INAMED Common Stock Mr. Feinberg is deemed to beneficially own, Mr. Feinberg and Oracle Partners share the 9 power to vote, direct the vote, dispose of or direct the disposition of those shares. Mr. Feinberg has the sole power to vote, direct the vote, dispose of or direct the disposition of the remainder of shares of INAMED Common Stock of which he is currently deemed to be the beneficial owner. As of the date hereof, Oracle Partners is deemed to be the beneficial owner of 15,750 shares of Common Stock, Notes convertible into 327,273 shares of Common Stock and Warrants exercisable for 168,750 shares of Common Stock. Assuming the conversion of the Notes and the exercise of the Warrants, Oracle Partners would be deemed to be the beneficial owner of 511,773 shares of Common Stock constituting 5.72% of the shares of INAMED Common Stock based upon 8,941,139 shares that would be outstanding upon conversion of the Notes and exercise of the Warrants. This figure is based on information received from INAMED stating that, as of July 28, 1997, there were 8,444,666 shares of Common Stock outstanding. Oracle Partners and Mr. Feinberg share the power to vote, direct the vote, dispose of or direct the disposition of the shares of INAMED Common Stock of which they both are currently deemed to be the beneficial owners. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER INAMED notified the Funds that certain events caused material delays in the resolution of a litigation involving 10 INAMED (the "Litigation") for which the Funds had placed monies in escrow pending a settlement (the "Escrow"). INAMED requested the Funds' cooperation in amending the Indenture entered into in connection with the issuance of the Notes to provide for the release of the monies from Escrow, redeem a portion of the Notes and establish an alternate source of financing for use in the future settlement of the Litigation. The Funds entered into a Consent and Waiver with INAMED (the "Consent and Waiver") to amend the Indenture, thereby creating the Second Supplemental Indenture, and to waive all past defaults or events of default by INAMED. In connection with the Second Supplemental Indenture, the Funds' monies placed in Escrow were released, a portion of the Funds' Notes were redeemed and the conversion price of the remaining Notes was changed, and the Funds were issued warrants pursuant to a Warrant Agreement dated July 2, 1997 (the "Warrant Agreement"). Under the Warrant Agreement, the Funds, in the aggregate, were issued Warrants representing the right to purchase 375,000 shares of Common Stock at an exercise price of $8.00 per share. [The validity of the Second Supplemental Indenture is conditioned upon consent to the matters described above by the holders of a majority in principal amount of the Notes through the Consent and Waivers to amend the Indenture pursuant to the Consent and Waivers]. 11 Additionally, on January 8, 1997, the Funds, in the aggregate, received 35,000 shares of Common Stock representing 5% of the shares of Common Stock that would have been issuable to the Funds if all Notes had been converted on June 10, 1996. The Funds received these shares in exchange for waiving certain defaults by INAMED that occurred through March 31, 1996. Item 7. MATERIAL TO BE FILED AS EXHIBITS Not applicable. Signature The undersigned, after reasonable inquiry and to the best of his knowledge and belief, certifies that the information set forth in this statement is true, complete and correct. August 29, 1997 /s/ Larry N. Feinberg ________________________________ Larry N. Feinberg Oracle Partners, L.P. /s/ Larry N. Feinberg ________________________________ By: Larry N. Feinberg, General Partner 00751001.AN6 -----END PRIVACY-ENHANCED MESSAGE-----