-----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, UPT3HYQBYPiXNr3kET+y8EFHsaYb3VBBT09dlFtfUXlJXgJNLXnsueJ1/pBjtvL0 La/VHAg9GEGYxZzMmqcnjA== /in/edgar/work/0001005477-00-006908/0001005477-00-006908.txt : 20001005 0001005477-00-006908.hdr.sgml : 20001005 ACCESSION NUMBER: 0001005477-00-006908 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001004 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: 735028 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. 7 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. 7(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) October 3, 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 5 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 5 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 - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! (1) See Item 5 The Statement in Schedule 13D, dated November 3, 1999 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 December 1, 1999 and filed by SSP with the SEC on December 6, 1999, (ii) Schedule 13D/A Amendment No. 2 dated June 13, 2000 and filed by SSP with the SEC on June 14, 2000, (iii) Schedule 13D/A Amendment No. 3 dated and filed by SSP with the SEC on June 28, 2000, (iv) Schedule 13D/A Amendment No. 4 dated July 24, 2000 and filed by SSP with the SEC on July 27, 2000, (v) Schedule 13D/A Amendment No. 5 dated August 24, 2000 and filed by SSP with the SEC on August 28, 2000 and (vi) Schedule 13D/A Amendment No. 6 dated September 5, 2000 and filed by SSP with the SEC on September 7, 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 4. Purpose of Transaction. On October 3, 2000, pursuant to and in accordance with Section 220 of the Delaware General Corporation Law and the common law of the State of Delaware, SSP delivered a demand letter (a copy of the letter is attached hereto as Exhibit 1, and is incorporated herein by reference) for inspection and copying by SSP of certain documents and records of the Company. Page 3 of 5 Item 7. Material to be filed as Exhibits. Attached hereto as Exhibit 1 is a copy of the demand letter dated October 3, 2000 of SSP to the Company. Page 4 of 5 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: October 3, 2000 SSP - SPECIAL SITUATIONS PARTNERS, INC. By: /s/ Eric Knight --------------- Name: Eric Knight Title: Managing Director Page 5 of 5 EX-99.1 2 0002.txt EXHIBIT 1 Exhibit 1 [LETTERHEAD OF SSP-SPECIAL SITUATIONS PARTNERS, INC.] ICN Pharmaceuticals Inc. 3300 Hyland Avenue Costa Mesa, California 92626 Attention: Milan Panic, Chairman and CEO David C. Watt, Corporate Secretary October 3, 2000 Gentlemen: SSP-Special Situations Partners, Inc., a Cayman Islands company ("SSP"), owns of record 125,000 shares of the common stock, $.01 par value per share (the "Common Stock"), of ICN Pharmaceuticals, Inc., a Delaware corporation (the "Company"). In addition, SSP is the beneficial owner of an additional 3,064,300 shares of the Common Stock of the Company. As a holder of Common Stock of the Company, SSP hereby demands under oath, pursuant to Section 220 of the Delaware General Corporation Law and the common law of the State of Delaware, the right to inspect the following documents and records of the Company and to make copies or abstracts therefrom: (a) all minutes, notes, records, memoranda, writings, analyses (financial or otherwise), projections, presentations, correspondence or the like, which in any way, directly or indirectly, relate to or discuss (1) the "strategic restructuring" of the Company purportedly approved by its board of directors (the "Board") and announced on June 15, 2000, (2) the proposed initial public offering of shares of Class A Common Stock of Ribapharm Inc. ("Ribapharm"), a subsidiary of the Company, which is the subject of the Registration Statement on Form S-1 (No. 333-39350), (3) the creation of Ribapharm or the transfer by the Company to Ribapharm of all of Ribapharm's assets and operations (including the Company's rights and obligations under a certain license agreement with Schering-Plough Corporation), (4) the proposed tender offer and consent solicitation relating to all of the Company's outstanding debt securities or (5) the proposed initial public offering of common stock of ICN International (such matters, the "Proposed Restructuring"); (b) all minutes, notes, records, memoranda, writings, analyses (financial or otherwise), projections, presentations, correspondence or the like, which in any way, directly or indirectly, relate to or discuss any business combination, sale of assets, recapitalization, merger or other extraordinary business transaction involving the Company, Ribapharm or any other division or subsidiary of the Company, proposed or presented to, or considered by, the Company and/or any of its officers or directors at any time from and after December 1, 1999 (a "Potential Extraordinary Transaction"); (c) all reports, analyses, presentations, evaluations, studies, opinions, or recommendations prepared for or furnished to the Company and/or any of its officers or directors by the Company, by any investment banking firm or other financial advisor, including, without limitation, UBS Warburg, whether or not acting under an engagement by the Company, which in any way, directly or indirectly, relate to or discuss the Proposed Restructuring or a Potential Extraordinary Transaction; (d) all corporate minutes, including all minutes of proceedings of the board of directors and of committees of the board of directors, from and after December 1, 1999; and (e) all fee, underwriting, engagement or similar agreements with UBS Warburg or any other investment banking firm or financial advisor related to the Proposed Restructuring or a Potential Extraordinary Transaction. SSP further demands that modifications, additions or deletions to any and all information referred to in paragraphs (a) through (e) above be immediately furnished to SSP as such modifications, additions or deletions become available to the Company or its agents or representatives. SSP will bear the reasonable costs incurred by the Company in connection with the production of the above information. The purpose of this demand is: (1) to investigate possible breaches of fiduciary duty, wrongdoing or corporate mismanagement by certain of the officers of the Company and members of the Board, including without limitation, whether the Proposed Restructuring and its reported approval by the Board, as well as such persons' rejection of Potential Extraordinary Transactions and other possible alternatives for the Company, involved violations of the duties of due care and loyalty on the part of such persons and whether such actions were undertaken for the purpose of entrenching the existing management of the Company; (2) to investigate possible improper transfers of corporate assets by the Company, including, without limitation, whether the creation of Ribapharm and the transfer by the Company to Ribapharm of all of Ribapharm's assets and operations (including the Company's rights and obligations under a certain license agreement with Schering-Plough Corporation) without prior stockholder approval was in violation of the Delaware General Corporation Law; and (3) to enable SSP to communicate with other stockholders of the Company regarding the Proposed Restructuring and Potential Extraordinary Transactions to determine if it is feasible to proceed with a solicitation of proxies from the Company's stockholders to elect certain persons nominated by SSP for election to the board of directors of the Company at its next annual meeting of stockholders. SSP hereby designates Cleary, Gottlieb, Steen & Hamilton ("CGSH") or Potter Anderson & Corroon LLP, acting together, singly or in any combination, or their employees or anyone designated by them, to conduct, as its agents, the inspection and copying requested herein. 2 Please advise CGSH as promptly as practicable when and where the items demanded above will be made available to it. Please also advise CGSH immediately whether you voluntarily will supply the requested information. If assent by the Company to this demand is not received within five (5) business days from the date hereof, SSP will conclude that this demand has been refused and will take appropriate steps to secure its rights to examine and copy the demanded material. Please sign and date one copy of this letter and indicate your receipt hereof and return it to the undersigned at SSP-Special Situations Partners, Inc. c/o Daniel S. Sternberg, Cleary, Gottlieb, Steen & Hamilton, One Liberty Plaza, New York, New York 10006. Very truly yours, SSP-Special Situations Partners, Inc. By: /s/ Eric Knight --------------------- Name: Eric Knight Title: Managing Director Receipt Acknowledged _______________________________ Name _______________________________ Title _______________________________ Date 3 OPTIONAL FORM 175 (FORMERLY FS-88) MARCH 1975 DEPT. OF STATE 50175-101 Certificate of Acknowledgment of Execution of an Instrument ---------- [STAMP] REPUBLIC OF FRANCE } DEPARTMENT OF THE ALPES MARITIMES } CITY OF NICE } SS: CONSULAR AGENCY OF THE UNITED } STATES OF AMERICA } I, Lucien R. Le Lievre, Consular Agent of the United States of America at Nice, France duly commissioned and qualified, do hereby certify that on this third day of October 2000, before me personally appeared Eric Knight, who acknowledged himself to be the Managing Director of SSP - Special Situations Partners, Inc. to me personally known, and known to me to be the individual described in, whose name is subscribed to, and who executed the annexed instrument, and being informed by me of the contents of the said instrument he duly acknowledged to me that he executed the same freely and voluntarily for the uses and purposes therein mentioned. [SEAL] In witness whereof I have hereunto set my hand and official seal the day and year last above written. /s/ Lucien R. Le Lievre --------------------- Lucien R. Le Lievre Consular Agent of the United States of America NOTE: - Wherever practicable all signatures to a document should be included in one certificate -----END PRIVACY-ENHANCED MESSAGE-----