-----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, UQBfza59tlio/ARWNwY1X4DPCEENqNAIVF99YZkwdPgCA4+5TnycJh1dyNZDxb9N 1HmMw+roLRMPrKdhpbKXAA== /in/edgar/work/20000727/0001005477-00-005303/0001005477-00-005303.txt : 20000921 0001005477-00-005303.hdr.sgml : 20000921 ACCESSION NUMBER: 0001005477-00-005303 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000727 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ICN PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000930184 STANDARD INDUSTRIAL CLASSIFICATION: [2834 ] IRS NUMBER: 330628076 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44365 FILM NUMBER: 679880 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: SSP SPECIAL SITUATIONS PARTNERS INC CENTRAL INDEX KEY: 0001098815 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: BANK OF NOVA SCOTIA BLDG STREET 2: PO BOX 268 4TH FL CITY: GRAND CAYMAN CAYMAN BUSINESS PHONE: 01137793106140 MAIL ADDRESS: STREET 1: C/O FIDIMAN SAM STREET 2: MONTE CARLO PALACE #7 BLVD DES MOULINS CITY: MC 98000 MONACO SC 13D/A 1 0001.txt AMENDMENT NO.4 TO SCHEDULE 13D 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. 4)(1) ICN PHARMACEUTICALS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 44 8924 100 - -------------------------------------------------------------------------------- (CUSIP Number) Victor Lewkow, Esq. Walter M. Epstein, Esq. Cleary Gottlieb Steen & Hamilton Davis & Gilbert LLP One Liberty Plaza 1740 Broadway New York, NY 10006 New York, New York 10019 (212) 225-2000 (212) 468-4800 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 24, 2000 - -------------------------------------------------------------------------------- (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 |_| . Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 4 Pages) - ----------------- (1) 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 disclosures provided in a prior cover page. The information required on 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. 44 8924 100 SCHEDULE 13D Page 2 of 4 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SSP - Special Situations Partners, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 6,734,300(1) -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY NONE OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 6,734,300(1) WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER NONE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,734,300(1) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5%(1) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IV - -------------------------------------------------------------------------------- (1) See Item 5 *SEE INSTRUCTIONS BEFORE FILLING OUT! The Statement in Schedule 13D, dated and filed on November 15, 1999 by SSP - Special Situations Partners, Inc. ("SSP"), the reporting person, with the Securities and Exchange Commission (the "SEC") relating to the Common Stock $.01 par value per share of ICN Pharmaceuticals, Inc., as amended by (i) Schedule 13D/A, Amendment No. 1, dated and filed by SSP with the SEC on December 6, 1999, (ii) Schedule 13D/A Amendment No. 2 dated and filed by SSP with the SEC on June 14, 2000, and (iii) Schedule 13D/A Amendment No. 3 dated and filed by SSP with the SEC on June 28, 2000 is hereby further amended by adding thereto the information set forth below. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D, unless the context otherwise requires. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby supplemented by addition of the following: Between June 28, 2000 and July 27, 2000, pursuant to open market purchases, SSP acquired an aggregate of 565,900 shares of Common Stock. The aggregate purchase price of the foregoing shares was approximately $14,300,000. In addition 10,000 call options expired during this period. All such purchases were paid for in cash from working capital. Item 4. Purpose of Transaction. On July 24, 2000 representatives of SSP met with the Company's Chairman and an outside director of the Company to discuss the restructuring of the Company. The meeting was constructive and SSP believes that a solution supported by the Company's Board and endorsed by its stockholders is achievable. The parties agreed on the next 3 steps necessary to refine the plan but it should be noted that nothing definitive has yet been agreed. Item 5. Interest in Securities of the Issuer. Items 5(a) and (b) are restated in full to reflect additional shares of Common Stock purchased by SSP as follows: (a)(b) On the date hereof, SSP owns directly an aggregate of 3,189,300 shares of Common Stock, which constitutes, to the best knowledge of SSP, approximately 4.0% of the issued and outstanding shares of Common Stock on the date hereof. SSP has the sole power to vote or direct the vote and to dispose or direct the disposition of those shares. In addition, SSP is the beneficial owner of currently exercisable options to purchase an aggregate of 3,545,000 shares of Common Stock. If it exercised the options, SSP would own in the aggregate 6,734,300 shares of the Company's issued and outstanding Common Stock (or approximately 8.5%). Between June 28, 2000 and July 27, 2000, pursuant to open market purchases, SSP acquired an aggregate of 565,900 shares of Common Stock. The aggregate purchase price of the foregoing shares was approximately $14,300,000. After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. Dated: July 27, 2000 SSP - SPECIAL SITUATIONS PARTNERS, INC. By: /s/ Eric Knight ----------------------------------- Name: Eric Knight Title: Managing Director 4 -----END PRIVACY-ENHANCED MESSAGE-----