Exhibit 99.1
AMENDMENT NO. 4 TO RIGHTS AGREEMENT
This fourth amendment, dated as of April 2, 1999, amends the Rights
Agreement dated as of June 2, 1997, as amended by Amendment No. 1 dated as of
June 13, 1997, Amendment No. 2 dated as of July 2, 1997 and Amendment No. 3
dated as of September 30, 1998 (the "Rights Agreement") between Inamed
Corporation (the "Company") and U.S. Stock Transfer Corporation, as Rights Agent
(the "Rights Agent"). Terms defined in the Rights Agreement and not otherwise
defined herein are used herein as so defined.
W I T N E S S E T H
WHEREAS, on May 23, 1997, the Board of Directors of the Company
authorized the issuance of Rights to purchase, on the terms and subject to the
provisions of the Rights Agreement, one share of the Company's Common Stock;
WHEREAS, the Board of Directors of the Company authorized and declared
a dividend distribution of one Right for every share of Common Stock of the
Company outstanding on June 13, 1997 and authorized the issuance of one Right
(subject to certain adjustments) for each share of Common Stock of the Company
issued between the Record Date and the Distribution Date; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board of
Directors now unanimously desire to amend certain provisions of the Rights
Agreement in order to supplement certain provisions therein.
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. Section 1(a) is hereby amended by deleting Section 1(a) in its
entirety and substituting the following therefor:
"(a) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all
Affiliates and Associates (as such terms are hereinafter
defined) of such Person, after the date hereof, shall
become the Beneficial Owner (as such term is hereinafter
defined) of 15% or more of the Common Shares then
outstanding, but shall not include the Company, any
Subsidiary (as such term is hereinafter defined) of the
Company, any employee benefit plan of the Company or of
any Subsidiary of the Company, or any entity holding
Common Shares for or pursuant to the terms of any such
plan.
Notwithstanding anything in this Agreement that might
otherwise be deemed to the contrary; (i) no person shall
become an "Acquiring Person" as the result of an
acquisition of Common Shares by the Company which, by
reducing the number of shares outstanding, increases the
proportionate number of shares beneficially owned by such
Person to 15% or more of the Common Shares then
outstanding; provided, however, that if a Person shall
become the Beneficial Owner of 15% or more of the Common
Shares then outstanding by reason of share purchases by
the Company and shall, after such share purchases by the
Company, become the Beneficial Owner of any additional
Common Shares, then such Person shall be deemed to be an
"Acquiring Person"; (ii) if the Board of Directors of the
Company determines in good faith that a Person who would
otherwise be an "Acquiring Person" has become such
inadvertently, and such Person divests as promptly as
practicable a sufficient number of Common Shares so that
such Person would no longer be an "Acquiring Person," then
such Person shall not be deemed to be an "Acquiring
Person" for any purposes of this Agreement; (iii) no
officer or director of the Company who or which, together
with all Affiliates of such Person, is the Beneficial
Owner of 15% or more of the outstanding shares of Common
Stock of the Company as of the Record Date shall be deemed
an "Acquiring Person" for any purpose of this Agreement,
provided, that such officer or director together with his
Affiliates does not become the Beneficial Owner of 20% or
more of the outstanding shares of Common Stock of the
Company, and provided further that such officer or
director need not continue in such capacity after the
Record Date; and (iv) Appaloosa Management L.P., together
with its Affiliates and Associates (collectively,
"Appaloosa"), shall not be deemed an "Acquiring Person"
for any purpose of this Agreement with respect to
Beneficial Ownership of 15% or more of the outstanding
shares of the Company's Common Stock so long as Appaloosa
does not become the Beneficial Owner of Common Shares in
an amount in excess of the Appaloosa Threshold. For
purposes of this Agreement, the Appaloosa Threshold as at
any date shall mean an amount equal to the sum of (A) all
Common Shares beneficially owned by Appaloosa as of March
1, 1999 (the "Grandfather Date"), including any Common
Shares which may be deemed to be beneficially owned by
Appaloosa through Warrants or other similar rights held by
Appaloosa as of the
Grandfather Date, plus (B) an additional 875,000 Common
Shares (adjusted for stock splits, stock dividends and
other similar transactions) of which Appaloosa may acquire
Beneficial Ownership after the Grandfather Date, plus (C)
all Common Shares in which Appaloosa may acquire
Beneficial Ownership after the Grandfather Date through
the exercise of any preemptive or similar rights held by
Appaloosa. The provisions of clause (iv) above shall not
apply to (x) any third party transferees not Affiliated
with Appaloosa who may acquire any securities from
Appaloosa, or (y) any Common Shares in which Appaloosa may
acquire Beneficial Ownership after the Grandfather Date
other than as described under (B) and (C) of clause (iv).
2. This Amendment may be executed in any number of counterparts,
and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together
constitute but one and the same instrument.
IN WITNESS WHEREOF, this Amendment No. 4 has been signed to be
effective as of the close of business on this 2nd day of April, 1999 by
authorized representatives of each of the Company and the Rights Agent.
INAMED CORPORATION
By: /S/ XXXX X. XXXXX
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Xxxx X. Xxxxx
President
U.S. STOCK TRANSFER CORPORATION
By: /S/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
Vice President
