SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO /A

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)

BANNER ACQUISITION, INC.
and
ALLERGAN, INC.

Copy to:
Michelle A. Hodges
Gibson, Dunn & Crutcher LLP
4 Park Plaza, Suite 1400
Irvine, CA 92614
(949) 451-3800

Transaction Valuation*		Amount of Filing Fee**
$3,149,239,143		$370,665.45

*		The transaction value is estimated only for purposes of calculating the filing fee. Pursuant to Rules 0-11(a)(4) and 0-11(d) under the Securities Exchange Act of 1934, the market value of the securities to be received was calculated as the product of (i) 37,999,869 shares of Inamed common stock (the sum of (x) 36,352,579 shares of Inamed common stock outstanding and (y) 1,647,290 shares of Inamed common stock issuable upon the exercise of outstanding options, each as of October 28, 2005 (as reported in the Form S-4 Registration Statement of Medicis Pharmaceutical Corporation and Proxy Statement of Inamed, filed with the Securities and Exchange Commission on November 2, 2005) and (ii) $82.875, which is the average of the high and low sales prices of Inamed common stock reported on Nasdaq National Market System on November 17, 2005.
**		$117.70 per million dollars of transaction value, in accordance with Rule 0-11 and Fee Rate Advisory No. 6 for fiscal year 2005.

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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $370,665.45		Filing Party: Allergan, Inc.
Form or Registration No.: Form S-4  (333-129871) and Schedule TO		Date Filed: November 21, 2005

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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which the statement relates:

		þ third party tender offer subject to Rule 14d-1.
		¨ issuer tender offer subject to Rule 13e-4.
		¨ going-private transaction subject to Rule 13e-3.
		¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨

 

 

     This Amendment No. 5 amends and supplements the Tender Offer Statement on Schedule TO, initially filed by Allergan, Inc., a Delaware corporation (“Allergan”) and Banner Acquisition, Inc., a Delaware corporation (“Offeror”) and a wholly owned subsidiary of Allergan, with the Securities and Exchange Commission (the “SEC”) on November 21, 2005, and subsequently amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 (as amended from time to time, the “Schedule TO”), relating to the offer by Offeror (the “Offer”) to exchange for each outstanding share of common stock of Inamed Corporation, a Delaware corporation (“Inamed”), including the associated preferred stock purchase rights (collectively, the “Inamed Shares”), at the election of the holder thereof: (a) $84.00 in cash, without interest, or (b) 0.8498 of a share of Allergan common stock, including the associated preferred stock purchase rights, upon the terms and subject to the conditions described in the Prospectus (as defined below) and the related letter of election and transmittal, including in each case the proration and election procedures described therein.

     Allergan has filed with the SEC Amendment No. 3 to its Registration Statement on Form S-4 (file no. 333-129871) relating to the offer and sale of the Allergan common stock to be issued to holders of Inamed Shares in the Offer (as amended, the “Registration Statement”). The terms and conditions of the Offer are set forth in the prospectus, which is a part of the Registration Statement (as amended, the “Prospectus”), and the related letter of election and transmittal, which are filed as Exhibits (a)(4)(A) and (a)(1)(A), respectively, hereto.

Items 1 through 11.

     Items 1 and 4 of the Schedule TO are hereby amended and supplemented to add the following:

Extension of Expiration Date

     On January 23, 2006, Allergan issued a press release announcing that it has extended the expiration date of the Offer until 5:00 p.m. Eastern Time on Tuesday, February 7, 2006, and that approximately 19,479,899 shares, or approximately 52.8% of Inamed’s outstanding common stock, had been tendered as of 5:00 p.m. Eastern Time on Friday, January 20, 2006. The exchange offer previously was scheduled to expire at 5:00 p.m. Eastern Time on Tuesday, January 24, 2006. A copy of the press release is attached as Exhibit (a)(1)(V) hereto and is incorporated herein by this reference.

Incorporation by Reference

      In addition, the information set forth below regarding Allergan and Inamed is incorporated by reference into these Items 1 through 11. The SEC allows Allergan and Offeror to incorporate information into this Schedule TO “by reference,” which means that Allergan and Offeror can disclose important information to Inamed stockholders by referring to another document or information filed separately with the SEC. The information incorporated by reference is deemed to be part of this Schedule TO, except for any information amended or superseded by information contained in, or incorporated by reference into, this Schedule TO. These incorporated documents contain important information about Allergan and Inamed and their financial condition.

Allergan Filings (File No. 1-10269):

Inamed Filings (File No. 001-9741):

      Neither Allergan nor Offeror has any knowledge that would indicate that any statements contained herein or incorporated by reference from Inamed’s publicly filed reports and documents regarding Inamed’s business, operations, financial condition or other condition, are inaccurate, incomplete or untrue. However, no assurance can be given that publicly available information concerning Inamed does not contain errors, and neither Allergan nor Offeror was involved in the preparation of such information and statements. Nothing in this Schedule TO shall be deemed to incorporate information furnished but not filed with the SEC.

Item 12. Exhibits.

     Item 12 of this Schedule TO is hereby amended and supplemented by adding the following exhibits:

(a)(1)(T)		Investor Slide Presentation (incorporated by reference to Allergan’s filing with the SEC on January 10, 2006 pursuant to Rule 425)
(a)(1)(U)		Press release issued by Allergan on January 16, 2006 (incorporated by reference to Allergan’s filing with the SEC on January 17, 2006 pursuant to Rule 425)
(a)(1)(V)		Press release issued by Allergan on January 23, 2006 (incorporated by reference to Allergan’s filing with the SEC on January 23, 2006 pursuant to Rule 425)

Item 13. Information Required by Schedule 13E-3.

     Not applicable.

SIGNATURE

     After due 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.

Date: January 23, 2006

INDEX TO EXHIBITS

(a)(1)(A)		Form of Letter of Election and Transmittal(1)
(a)(1)(B)		Form of Notice of Guaranteed Delivery(1)
(a)(1)(C)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees(1)
(a)(1)(D)		Form of Letter to Clients(1)
(a)(1)(E)		Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9(1)
(a)(1)(F)		Press release issued by Allergan on November 15, 2005 (incorporated by reference to Exhibit 99.1 to Allergan’s Form 8-K filed with the SEC on November 15, 2005)
(a)(1)(G)		Investor Slide Presentation (incorporated by reference to Allergan’s filing with the SEC on November 15, 2005 pursuant to Rule 425)
(a)(1)(H)		Transcript of the Conference Call of Allergan held on November 15, 2005 (incorporated by reference to Allergan’s filing with the SEC on November 16, 2005 pursuant to Rule 425)
(a)(1)(I)		Acquisition Fact Sheet (incorporated by reference to Allergan’s filing with the SEC on November 15, 2005 pursuant to Rule 425)
(a)(1)(J)		Form of Letters sent to Allergan’s Therapeutic and Aesthetic Customers, respectively, on November 15, 2005 (incorporated by reference to Allergan’s filing with the SEC on November 15, 2005 pursuant to Rule 425)
(a)(1)(K)		Product Fact Sheets (incorporated by reference to Allergan’s filing with the SEC on November 16, 2005 pursuant to Rule 425)
(a)(1)(L)		Press release issued by Allergan on November 17, 2005 (incorporated by reference to Allergan’s filing with the SEC on November 17, 2005 pursuant to Rule 425)
(a)(1)(M)		Press release issued by Allergan on November 21, 2005 (incorporated by reference to Allergan’s filing with the SEC on November 21, 2005 pursuant to Rule 425)
(a)(1)(N)		Press release issued by Allergan on December 6, 2005 (incorporated by reference to Allergan’s Form 8-K filed with the SEC on December 7, 2005)
(a)(1)(O)		Irrevocable offer letter of Allergan dated December 5, 2005 including the attached Agreement and Plan of Merger (incorporated by reference to Exhibits 99.1 and 99.2 to Allergan’s Form 8-K filed with the SEC on December 7, 2005)
(a)(1)(P)		Press release issued by Allergan on December 13, 2005 (incorporated by reference to Allergan’s filing with the SEC on December 14, 2005 pursuant to Rule 425)
(a)(1)(Q)		Press release issued by Allergan on December 16, 2005 (incorporated by reference to Allergan’s filing with the SEC on December 19, 2005 pursuant to Rule 425)
(a)(1)(R)		Joint press release issued by Allergan and Inamed on December 20, 2005 (incorporated by reference to Exhibit 99.1 to Allergan’s Form 8-K filed with the SEC on December 21, 2005)
(a)(1)(S)		Press release issued by Allergan on January 9, 2006 (incorporated by reference to Allergan’s filing with the SEC on January 10, 2006 pursuant to Rule 425)
(a)(1)(T)		Investor Slide Presentation (incorporated by reference to Allergan’s filing with the SEC on January 10, 2006 pursuant to Rule 425)
(a)(1)(U)		Press release issued by Allergan on January 16, 2006 (incorporated by reference to Allergan’s filing with the SEC on January 17, 2006 pursuant to Rule 425)
(a)(1)(V)		Press release issued by Allergan on January 23, 2006 (incorporated by reference to Allergan’s filing with the SEC on January 23, 2006 pursuant to Rule 425)
(a)(2)		Not applicable
(a)(3)		Not applicable
(a)(4)(A)		Prospectus registering the offer and sale of the Allergan common stock to be issued in the Offer(3)
(a)(5)		Summary advertisement as published in the Wall Street Journal on November 21, 2005(4)
(b)(1)		Financing Commitment Letter(3)
(d)		Agreement and Plan of Merger, dated as of December 20, 2005, by and among Allergan, Offeror and Inamed (incorporated by reference to Exhibit 99.2 to Allergan’s Form 8-K filed with the SEC on December 21, 2005)
(g)		Not applicable
(h)(1)		Tax opinion of Gibson, Dunn & Crutcher LLP(2)