-----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, VF8L90MN8qcV9VzJxd1Wo+FH/sHUR5VXFQafsKllq48vM87pdB5eyo5U2vyNY9Lg d3flJb3ABwIvb2BUHQB5wA== 0000919574-99-001398.txt : 19991208 0000919574-99-001398.hdr.sgml : 19991208 ACCESSION NUMBER: 0000919574-99-001398 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991207 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: SEC FILE NUMBER: 005-34274 FILM NUMBER: 99770272 BUSINESS ADDRESS: STREET 1: 5540 EKWILL STREET CITY: SANTA BARBARA STATE: CA ZIP: 93111 BUSINESS PHONE: 8056925400 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. 2)* 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) Larry N. Feinberg 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) November 22, 1999 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 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 395,936 shares (including 43,865 shares of common stock that may be acquired upon the exercise of Warrants) 8. Shared Voting Power 485,546 shares (including 45,905 shares of common stock that may be acquired upon the exercise of Warrants) 9. Sole Dispositive Power 395,936 shares (including 43,865 shares of common stock that may be acquired upon the exercise of Warrants) 2 10. Shared Dispositive Power 485,546 shares (including 45,905 shares of common stock that may be acquired upon the exercise of Warrants) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 881,482 shares (including 89,770 shares of common stock that may be acquired upon the exercise of Warrants) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13. Percent of Class Represented by Amount in Row (11) 4.3% 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 485,546 shares (including 45,905 shares of common stock that may be acquired upon the exercise of Warrants) 9. Sole Dispositive Power 10. Shared Dispositive Power 485,546 shares (including 45,905 shares of common stock that may be acquired upon the exercise of Warrants) 4 11. Aggregate Amount Beneficially Owned by Each Reporting Person 485,546 shares (including 45,905 shares of common stock that may be acquired upon the exercise of Warrants) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13. Percent of Class Represented by Amount in Row (11) 2.4% 14. Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 This Amendment No. 2 to the Schedule 13D is being filed to report that Larry N. Feinberg and Oracle Partners, L.P. (together, the "Reporting Persons") are no longer beneficial owners of more than five percent of the common stock, no par value (the "Common Stock") and warrants (the "Warrants") of INAMED Corporation ("INAMED"). Item 1. SECURITY AND ISSUER No change. Item 2. IDENTITY AND BACKGROUND No change. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As of the date hereof, Mr. Larry N. Feinberg is deemed to beneficially own 791,712 shares of INAMED's Common Stock and Warrants that are exercisable for 89,770 shares of Common Stock. The Common Stock and the Warrants are held by (i) Oracle Partners, L.P. and Oracle Institutional Partners, L.P., investment limited partnerships (the "Partnership") of which Mr. Feinberg is the managing general partner and (ii) managed accounts (the "Managed Accounts") over which Mr. Feinberg has investment discretion. The funds for the purchase of the Common Stock and the Warrants held by the Partnership came from capital contributions of its general and limited partners. The funds for the purchase of the Common Stock and the Warrants held in the 6 Managed Accounts came from each managed account's own funds. Leverage was not used to purchase the Common Stock or Warrants. As of the date hereof, Oracle Partners, L.P. ("Oracle Partners") beneficially owns 439,641 shares of INAMED's Common Stock and Warrants that are exercisable for 45,905 shares of Common Stock. The funds for the purchase of the Common Stock and the Warrants held by 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 or Warrants. Item 4. PURPOSE OF TRANSACTION No change. Item 5. INTEREST IN SECURITIES OF THE ISSUER As of the date hereof, Mr. Feinberg is deemed to be the beneficial owner of 791,712 shares of Common Stock and Warrants exercisable for 89,770 shares of Common Stock. Assuming the exercise of the Warrants, Mr. Feinberg would be deemed to be the beneficial owner of 881,482 shares of Common Stock constituting 4.3% of the shares of INAMED Common Stock based upon 20,268,454 shares that would be outstanding upon the exercise of the Warrants. This figure is based on information received from INAMED that, as of November 22, 1999, there were 20,178,684 shares of Common Stock outstanding. With respect to 485,546 shares of the INAMED Common Stock Mr. Feinberg is deemed to 7 beneficially own, Mr. Feinberg and Oracle Partners share the 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 the beneficial owner of 439,641 shares of Common Stock and Warrants exercisable for 45,905 shares of Common Stock. Assuming the exercise of the Warrants, Oracle Partners would be the beneficial owner of 485,546 shares of Common Stock constituting 2.4% of the shares of INAMED Common Stock based upon 20,224,589 shares that would be outstanding upon the exercise of the Warrants. This figure is based on information received from INAMED that, as of November 22, 1999, there were 20,178,684 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. As of November 22, 1999 the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock of INAMED. 8 Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the Common Stock of INAMED. Item 7. MATERIAL TO BE FILED AS EXHIBITS 1. An agreement relating to the filing of a joint statement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 is filed herewith as Exhibit A. 2. A description of the transactions in the Shares that were effected by the Reporting Persons during the past 60 days is filed herewith as Exhibit B. Signature The undersigned, after reasonable inquiry and to the best of their knowledge and belief, certify that the information set forth in this statement is true, complete and correct. December 7, 1999 /s/ Larry N. Feinberg ________________________________ Larry N. Feinberg Oracle Partners, L.P. /s/ Larry N. Feinberg ________________________________ By: Larry N. Feinberg, General Partner 9 Exhibit A AGREEMENT The undersigned agree that this Schedule 13D dated December 7, 1999 relating to the Common Stock of INAMED Corporation shall be filed on behalf of the undersigned. /s/ Larry N. Feinberg ________________________________ Larry N. Feinberg Oracle Partners, L.P. /s/ Larry N. Feinberg ________________________________ By: Larry N. Feinberg, General Partner 10 Exhibit B SCHEDULE OF TRANSACTIONS Price Per Share Date Shares Purchased or (Sold) (excluding commission) ____ _________________________ _____________________ 9/30/99 3,100 $28.9070 9/30/99 12,000 28.9776 9/30/99 2,000 29.5000 10/25/99 2,000 26.0000 10/29/99 18,500 26.6943 11/8/99 (18,500) 27.9645 11/16/99 5,000 29.1250 11/17/99 8,000 31.3281 11/17/99 2,000 32.2500 11/18/99 (500,000) 27.1000 00751001.BD3 -----END PRIVACY-ENHANCED MESSAGE-----