-----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, UcAiU6nNl3WRIMmuEtb6Y87bHbcT1839uy7a1+cBLn4rIZrmfQPtnchZCegLbuwN t78LEqI9Yzsaw7t2bLWDQg== 0000903423-02-000198.txt : 20020415 0000903423-02-000198.hdr.sgml : 20020415 ACCESSION NUMBER: 0000903423-02-000198 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020325 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ICN PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000930184 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330628076 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44365 FILM NUMBER: 02584366 BUSINESS ADDRESS: STREET 1: 3300 HYLAND AVE CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7145450100 MAIL ADDRESS: STREET 1: 3300 HYLAND AVE CITY: COSTA MESA STATE: CA ZIP: 92626 FORMER COMPANY: FORMER CONFORMED NAME: ICN MERGER CORP DATE OF NAME CHANGE: 19940915 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IRIDIAN ASSET MANAGEMENT LLC/CT CENTRAL INDEX KEY: 0001033427 IRS NUMBER: 061439577 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 276 POST RD WEST CITY: WESTPORT STATE: CT ZIP: 06880-4704 BUSINESS PHONE: 2033417800 MAIL ADDRESS: STREET 1: 276 POST ROAD WEST CITY: WESTPORT STATE: CT ZIP: 06880-4704 SC 13D/A 1 iridian13da_3-25.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1) ICN Pharmaceuticals, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share ("Shares") - -------------------------------------------------------------------------------- (Title of Class of Securities) 44 8924 100 ------------------------------------------------------ (CUSIP Number) David L. Cohen David Winters Principal President Iridian Asset Management LLC Franklin Mutual Advisers, LLC 276 Post Road West 51 John F. Kennedy Parkway Westport, CT 06880-4704 Short Hills, New Jersey 07078 203-341-9000 973-912-2177 with a copy to: Daniel S. Sternberg, Esq. Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, New York 10006 212-225-2000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) March 22, 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 that 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. [X] (As to the Iridian Reporting Persons (as defined below) only.) The information required on this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. (Continued on the following pages) (Page 1 of 5 Pages) This Amendment No. 1 (this "Amendment") amends and supplements the Schedule 13D filed on March 13, 2002, of the Reporting Persons, with respect to the common stock, par value $0.01 per share (the "Common Stock"), of ICN Pharmaceuticals, Inc., a Delaware corporation (the "Issuer"). All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended by adding the following: On Friday, March 22, 2002, Mutual Shares Fund, a series of Franklin Mutual Series Fund Inc., a Maryland corporation, by FMA its investment adviser, delivered to the Issuer a written notice in accordance with the Issuer's Restated Certificate of Incorporation that it proposes to nominate three persons for election to the Issuer's board of directors at the Issuer's 2002 annual meeting of stockholders. Separately, the Reporting Persons have noted that, according to Amendment No. 5 to the Registration Statement on Form S-1 of Ribapharm, Inc., currently a wholly-owned subsidiary of the Issuer ("Ribapharm"), in connection with an initial public offering of its common stock, Ribapharm intends to grant stock options to acquire 7.9 million shares of its common stock (5.3% of the shares to be outstanding following the offering) with a fair market value, according to Ribapharm's filing, of over $53.7 million, to a group of "officers and employees of the Issuer who are not one of [Ribapharm's] directors, officers, employees or consultants." Included in the intended grants are options to acquire five million shares (with a fair market value of $34 million) to Milan Panic, the Issuer's current chairman and chief executive officer, who will have no position as an officer or director of Ribapharm. The Reporting Persons believe that the intended grant of options to this group of persons, for services which they have a duty to provide in the course of their employment by the Issuer and for which they are already well-compensated, would be highly unusual and an ill-advised transfer of shareholder wealth. The Reporting Persons further believe that the intended grants are, in any event, excessive in amount and wasteful of corporate assets. The Reporting Persons intend to raise this matter with the directors and management of the Issuer and/or Ribapharm and other interested parties and to urge that these intended option grants not be carried out. SIGNATURES 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. Date: March 25, 2002 IRIDIAN ASSET MANAGEMENT LLC /s/ David L. Cohen ---------------------------- By: David L. Cohen Title: Principal LC CAPITAL MANAGEMENT, LLC /s/ David L. Cohen ---------------------------- By: David L. Cohen Title: Principal CL INVESTORS, INC. /s/ Jeffrey M. Elliott ---------------------------- By: Jeffrey M. Elliott Title: President COLE PARTNERS LLC /s/ David L. Cohen ---------------------------- By: David L. Cohen Title: Principal IRIDIAN PRIVATE BUSINESS VALUE EQUITY FUND, L.P. By: COLE Partners LLC, General Partner /s/ David L. Cohen ------------------------- By: David L. Cohen Title: Principal /s/ David L. Cohen -------------------------------- David L. Cohen, individually /s/ Harold J. Levy -------------------------------- Harold J. Levy, individually Date: March 25, 2002 FRANKLIN MUTUAL ADVISERS, LLC /s/ Bradley Takahashi ---------------------------- By: Bradley Takahashi Title: Assistant Vice President -----END PRIVACY-ENHANCED MESSAGE-----