SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 2)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15d
OF THE SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 2001.
Commission File Number 1-11397
ICN Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware 33-0628076
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3300 Hyland Avenue, Costa Mesa, California 92626
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 545-0100
Securities Registered Pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common stock, $.01 par value New York Stock Exchange
(Including associated preferred
stock purchase rights)
Securities Registered Pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months, and (2) has been
subject to such filing requirements for the past 90 days. Yes [x] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K [_]
The aggregate market value of the Registrant's voting stock held by
non-affiliates of the Registrant on March 21, 2002, was approximately
$2,569,289,058.
The number of outstanding shares of the Registrant's common stock as
of March 21, 2002 was 82,677,075.
DOCUMENTS INCORPORATED BY REFERENCE
None.
ITEM 11. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the annual and long-term compensation
awarded to or paid to the Chief Executive Officer and the four most highly
paid executive officers of the Company (the "Named Executive Officers"),
for services rendered to the Company in all capacities during the years
ended December 31, 2001, 2000 and 1999.
ANNUAL COMPENSATION LONG-TERM COMPENSATION (1)
------------------------------ --------------------------
SECURITIES UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS (#) (2) COMPENSATION ($)
- --------------------------- ----- --------- ---------- -------------------------- ---------------
Milan Panic 2001 901,446 1,009,612 300,000 186,053(3)
Chairman and 2000 750,366 478,700 -- 235,053
Chief Executive Officer 1999 701,277 413,821 100,000 304,157
Adam Jerney 2001 587,586 287,200 110,000 13,739(4)
President and 2000 452,572 253,400 -- 24,802
Chief Operating Officer 1999 422,940 450,000 30,000 28,797
Richard A. Meier(5) 2001 427,793 380,300 80,000 36,992(6)
Executive Vice President 2000 320,000 163,000 -- 9,700
1999 246,128 155,000 150,000 10,590
David C. Watt 2001 368,000 300,300 80,000 15,996(7)
Executive Vice President 2000 320,000 163,000 -- 7,752
Biomedicals 1999 224,700 150,000 30,000 7,363
Bill MacDonald 2001 368,000 225,300 80,000 15,287(8)
Executive Vice President 2000 320,000 163,000 -- 11,352
Strategic Planning 1999 222,600 96,433 30,000 7,778
- -------------
<FN>
(1) In addition to stock options, certain Named Executive Officers hold
restricted shares pursuant to the Company's Long Term Incentive Plan
(the "LTIP"). The restricted shares were granted in 1998 and vest 25%
per year, starting one year from the date of grant. At December 31,
2001, 25% of the 1998 grants had not vested. The aggregate number of
these unvested shares of restricted stock held by the Named Executive
Officers and the value thereof (based upon the closing price of Common
Stock on the New York Stock Exchange of $33.50 on December 31, 2001)
were: Mr. Panic, 30,564 shares, $1,023,894; Mr. Jerney, 9,169 shares,
$307,162; Mr. Watt, 6,113 shares, $204,786 and Mr. MacDonald, 6,113
shares, $204,786. Dividends are paid on the restricted shares to the
same extent paid on the Common Stock, and are held in escrow until the
related shares are vested.
(2) Includes grants of options to purchase shares of Common Stock during
the year indicated.
(3) Consisted of the following: Company-paid premiums for executive
medical ($4,334) and life insurance ($9,552), interest in respect of a
company provided loan ($150,755) and legal expenses ($21,412). Mr.
Panic is also indemnified by the Company for legal expenses in
connection with the SEC Complaint. See "Certain Legal Proceedings." In
1996, the Company entered into a split dollar life insurance
arrangement, pursuant to which the Company pays the premiums on a life
insurance contract owned by Mr. Panic. In 2001, the Company did not
pay any premiums on this split dollar life insurance.
(4) Consisted of the following: Company-paid premiums for executive
medical ($4,083) and life insurance ($4,472), executive membership
($792), and matching contributions to the Company's 401(k) plan
($4,392).
(5) Mr. Meier resigned as Executive Vice President of the Company
effective April 1, 2002.
(6) Consisted of the following: Company-paid premiums for executive
medical ($6,423) and life insurance ($854), vacation payout ($24,615)
and matching contributions to the Company's 401(k) plan ($5,100).
(7) Consisted of the following: Company-paid premiums for executive
medical ($9,300) and life insurance ($1,596), and matching
contributions to the Company's 401(k) plan ($5,100). Mr. Watt is also
indemnified by the Company for legal expenses in connection with a SEC
complaint. See "Certain Legal Proceedings."
(8) Consisted of the following: Company-paid premiums for executive
medical ($7,539) and life insurance ($2,648), and matching
contributions to the Company's 401(k) plan ($5,100).
</FN>
OPTION GRANT INFORMATION
The following table sets forth information with respect to options to
purchase shares of Common Stock granted to Named Executive Officers in
2001.
OPTION GRANTS IN LAST FISCAL YEAR
NUMBER OF PERCENT OF TOTAL
SECURITIES OPTIONS GRANTED
UNDERLYING TO EMPLOYEES GRANT
OPTIONS IN FISCAL EXERCISE DATE PRESENT
NAME GRANTED(1) YEAR(2) PRICE EXPIRATION DATE VALUE(3)
- ---- ------------ --------------- --------- -------------- ------------
Milan Panic 100,000 3.3% $ 23.4375 1/19/11 $ 1,048,740
Milan Panic 200,000 6.6% $ 21.6000 3/22/11 $ 1,933,040
Adam Jerney 50,000 1.7% $ 23.4375 1/19/11 $ 524,370
Adam Jerney 60,000 2.0% $ 21.6000 3/22/11 $ 579,912
Richard A. Meier 30,000 1.0% $ 23.4375 1/19/11 $ 314,622
Richard A. Meier 50,000 1.7% $ 21.6000 3/22/11 $ 483,260
David C. Watt 30,000 1.0% $ 23.4375 1/19/11 $ 314,622
David C. Watt 50,000 1.7% $ 21.6000 3/22/11 $ 483,260
Bill MacDonald 30,000 1.0% $ 23.4375 1/19/11 $ 314,622
Bill MacDonald 50,000 1.7% $ 21.6000 3/22/11 $ 483,260
- ---------
<FN>
(1) The options granted have ten-year terms. The options granted to the
executive officers (excluding Mr. Panic) vest and become exercisable
according to the following schedule: 25% on the first anniversary of
the date of grant and 25% on each of the next succeeding three
anniversary dates of the grant date. Upon a "change in control" of ICN
(as such term is defined under the Company's 1998 Stock Option Plan
(the "Option Plan")), these options will vest immediately and become
fully exercisable and may be surrendered for cancellation within 60
days after the change in control for a cash payment generally equal to
the excess of the fair market value of the aggregate Common Stock
subject to any outstanding option over the aggregate purchase price
for such stock. Upon a termination of a holder's employment following
a change in control, any outstanding options will generally remain
exercisable for one year after the date of termination. The grants
received by Mr. Panic were vested as of the date of grant. All options
were granted with an exercise price equal to the fair market value of
the underlying shares on the date of grant.
(2) A total of 3,009,685 options were granted to employees, including the
Named Executive Officers (but excluding non-employee directors),
during 2001.
(3) Based on the Black-Scholes option pricing model adapted for use in
valuing executive stock options. The actual value, if any, an
executive may realize will depend on the excess of the stock price on
the date the option is exercised over the exercise price. There is no
assurance the value realized by an executive will be at or near the
value estimated by the Black-Scholes model. The estimated values under
that model are based on assumptions as to variables such as interest
rates, stock price volatility and future dividend yield.
</FN>
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information regarding (i) stock option
exercises by the Named Executive Officers during 2001 and (ii) unexercised
stock options held by the Named Executive Officers at December 31, 2001:
AGGREGATED OPTION EXERCISES IN 2001 AND DECEMBER 31, 2001 OPTION VALUES
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
SECURITIES UNDERLYING IN-THE-MONEY OPTIONS
OPTIONS AT DECEMBER 31, 2001 (#) AT DECEMBER 31, 2001 ($)(1)
SHARES -------------------------------- ---------------------------
ACQUIRED VALUE
NAME ON EXERCISE REALIZED (2) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------ ----------- ------------- ----------- -------------
Milan Panic 336,146 $ 4,879,006 2,384,946 -- $ 35,067,713 $ --
Adam Jerney 264,944 5,243,689 619,091 137,500 12,412,852 1,316,500
Richard A. Meier 10,005 132,895 121,745 180,000 1,887,922 2,378,437
David C. Watt 99,387 2,107,493 88,816 106,250 857,390 996,250
Bill MacDonald -- -- 44,250 106,250 69,574 996,250
- ---------
<FN>
(1) Based upon the fair market value of the shares of Common Stock on
December 31, 2001 ($33.50) less the exercise price payable per share.
(2) Based upon the fair market value of the shares of Common Stock at the
date of exercise less the exercise price paid for such shares.
</FN>
COMPENSATION OF DIRECTORS OF ICN
Members of the Board of Directors of ICN, other than employees, were
paid an annual fee of $30,000, payable quarterly, plus a fee of $1,000 for
every Board meeting and committee meeting attended. These directors are
also reimbursed for their out-of-pocket expenses in attending meetings. In
addition, non-employee directors on each April 18th are granted options to
purchase 15,000 shares, pursuant to the terms of the Option Plan, at an
exercise price equal to the fair market value on the date of grant.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following statement made by the members of the Compensation and
Benefits Committee (the "Committee") shall not be deemed incorporated by
reference into any filing under the Securities Act of 1933, as amended, or
under the Securities Exchange Act of 1934, as amended, and shall not
otherwise be deemed filed under such Acts. The Committee is composed of
Messrs. Barker and Moses, and Ms. Tomich, each of whom is a non-employee
director for purposes of Rule 16b-3 of the Exchange Act.
CERTAIN EMPLOYMENT AGREEMENTS
On March 18, 1993, the Board of Directors of ICN adopted employment
agreements which contained "change in control" benefits for five then
current key senior executive officers of ICN and its affiliates. The
executives included the following Named Executive Officers: Messrs. Jerney,
Watt and MacDonald. In addition, the Company entered into an employment
agreement with Mr. Meier, former Executive Vice President, on December 31,
1998, containing substantially identical provisions to the agreements with
Messrs. Jerney, Watt and MacDonald. As noted above, Mr. Meier resigned as
Executive Vice President of the Company, effective April 1, 2002. ICN also
has similar employment agreements with five other key executives who are
not Named Executive Officers. The employment agreements with the Named
Executive Officers and those with the five other key executives are
collectively referred to as the Employment Agreements.
The Employment Agreements are intended to retain the services of these
executives and provide for continuity of management in the event of any
actual or threatened "change in control." Each Employment Agreement with
Messrs. Jerney, Watt and MacDonald had an initial term which ended March
30, 1996. The Employment Agreement with Mr. Meier had an initial term
extending through December 31, 2000. The Employment Agreements
automatically extend for one year terms each year thereafter unless either
the executive or ICN elects not to extend it by providing ninety days
advanced notice to the other (provided that any notice by ICN not to extend
the agreement cannot cause the agreement to be terminated prior to the
expiration of the third anniversary of the date of a change in control).
These Employment Agreements provide that each executive shall receive
severance benefits equal to three times salary and bonus (and certain other
benefits) if the executive's employment is terminated without cause, if the
executive terminates employment for certain enumerated reasons following a
change in control of ICN (including a significant reduction in the
executive's compensation, duties, title or reporting responsibilities or a
change in the executive's job location), or the executive leaves ICN for
any reason or without reason during the sixty day period commencing six
months after the change in control. The executive is under no obligation to
mitigate amounts payable under the Employment Agreements.
For purposes of the Employment Agreements, a "change in control"
generally means any of the following events:
o the acquisition by any person of beneficial ownership of more
than 25% of the combined voting power of our outstanding voting
securities other than an acquisition directly from ICN or any of
its subsidiaries;
o the individuals serving on the existing board of directors of ICN
as of May 29, 2001 and any new director (other than a director
whose initial assumption of office is by reason of any agreement
intended to avoid or settle any election contest or proxy contest
or in connection with an actual or threatened contest, including
but not limited to, a consent solicitation relating to the
election of directors of ICN) whose appointment or election by
the Board or nomination for election by the Company's
stockholders was approved or recommended by the affirmative vote
of at least two-thirds of the directors then still in office who
either were directors on May 29, 2001 or whose appointment,
election or nomination for election was previously so approved or
recommended cease for any reason to constitute at least a
majority of that board of directors;
o the consummation of a merger or consolidation involving ICN or
any of its direct or indirect subsidiaries if the stockholders of
ICN immediately before the merger or consolidation do not, as a
result of the merger or consolidation, own, directly or
indirectly, at least 50% of the combined voting power of the then
outstanding voting securities of ICN, the corporation resulting
from the merger or consolidation or the ultimate controlling
person of that entity; or
o the approval by the shareholders of ICN of a complete liquidation
or dissolution of ICN, or the consummation of an agreement for
the sale or other disposition of all or substantially all of the
assets of ICN.
If the Dissident Stockholders' Nominees are elected at the Annual
Meeting, it is the Company's position that a change in control would be
deemed to have occurred under the Employment Agreements. If the ICN
Nominees are elected at the Annual Meeting, it is the Company's position
that no change in control would be deemed to have occurred under the
Employment Agreements.
In April 2002, after several months of consideration, the Compensation
and Benefits Committee of the Board amended the Employment Agreements to
make the change in control definition uniform in substantially all of the
Company's benefit plans and agreements. The Panic Employment Agreement (as
defined below) was not amended to reflect this changed definition. The
amended Employment Agreements acknowledge that the Ribapharm Offering and
the contemplated spin-off by the Company of its remaining interest in
Ribapharm (the "Spin-Off") will not, taken alone, constitute a sale of all
or substantially all the assets of the Company for purposes of the
definition of change in control. The Compensation and Benefits Committee
has also taken action to provide a similar acknowledgement under the change
in control definitions under the Option Plan and the LTIP.
Each Named Executive Officer would be entitled to receive the
following amount if his employment agreement with the Company was
terminated by the Company without cause, or by the executive with good
reason following a change in control or voluntarily by the executive during
the sixty day period commencing eight months following a change in control
(based upon present compensation): Adam Jerney approximately $3,450,000;
David C. Watt approximately $2,100,000 and Bill MacDonald approximately
$1,875,000. If all of the Company's key senior executives were terminated
following a change in control, the Company's aggregate severance obligation
under the Employment Agreements (based upon present compensation) would be
approximately $15,500,000. This amount does not include severance amounts
related to Mr. Meier since he resigned from the Company on April 1, 2002.
If any of these payments, along with any other benefits payable to the
executives in connection with their termination, are subject to the excise
tax imposed under Section 4999 of the Internal Revenue Code (relating to
golden parachute payments), the executives will be entitled to receive an
additional payment sufficient to cover all taxes (including the Section
4999 excise tax) imposed on the payment. This gross up provision was added
to the Employment Agreements at the same time the change in control
provisions were modified. The Board of Directors has asked for a report
from the Compensation Committee concerning the gross up provision and the
modification to the change in control provisions.
In addition, upon a change in control, the vesting of certain options
and restricted stock granted to the executives would be accelerated. The
value of the accelerated options and restricted shares would depend upon
the market price of the shares of Common Stock at that time. If the vesting
of any options or awards of restricted stock subject an executive to the
excise tax imposed under Section 4999 of the Internal Revenue Code, the
executives will be entitled to receive an additional payment sufficient to
cover all taxes (including the excise tax) imposed on the payment. In
addition, whether or not a change of control has occurred, the terms of the
Option Plan provide that the executives may also be awarded a tax bonus,
payable upon exercise of any option. The Option Plan further provides that
the Compensation and Benefits Committee has full authority to determine the
amount of any such tax bonus and the terms and conditions affecting the
vesting and payment of any such bonus.
In addition, three executive officers of Ribapharm have employment
agreements with Ribapharm. These agreements contain change in control
provisions similar to the change in control definition in the Employment
Agreements. These provisions will apply if there is a change in control in
ICN prior to the spin off or a change in control of Ribapharm (other than
as a result of the spin off). If these executive officers were terminated
by Ribapharm without cause or by the executive for good reason following a
change in control of Ribapharm, Ribapharm's aggregate severance obligation
under these employment agreements (based upon present compensation) would
be approximately $3,500,000.
CHAIRMAN EMPLOYMENT AGREEMENT
Milan Panic, the Company's Chairman of the Board and Chief Executive
Officer, is employed under a contract (the "Panic Employment Agreement")
that provides for, among other things, certain health and retirement
benefits. The contract is automatically extended at the end of each month
(the most recent of that date being the "Renewal Date"), such that the
contract will only terminate four years from such Renewal Date. The Company
or Mr. Panic may cease the automatic renewal of the contract upon
sixty-days prior written notice, in which case the agreement will terminate
four years after the end of the sixty-day notice period. Mr. Panic, at his
option, may provide consulting services upon his retirement and will be
entitled, when serving as a consultant, to participate in the Company's
medical and dental plans. The consulting fee shall not at any time exceed
the base salary, as adjusted, paid to Mr. Panic prior to his retirement.
Upon Mr. Panic's retirement, the consulting fee shall not be subject to
further cost-of-living adjustments.
The base amount of salary for Mr. Panic was initially determined by
the Compensation and Benefits Committee of the Board of Directors in 1988.
In setting the base amount, the Compensation Committee took into
consideration Mr. Panic's then-current base salary, the base salaries of
chief executives of companies of similar scope and complexity and the
Compensation and Benefits Committee's desire to retain Mr. Panic's
services, given his role as founder of ICN. The Panic Employment Agreement
provides that the annual salary, currently $1,000,000, is to be increased
by an amount equal to not less than 7% annually. No increase would be paid,
however, if in the previous fiscal year ICN's earnings per share, as
certified by ICN's independent accountants, either (i) decrease by an
amount equal to or greater than fifty percent (50%) of the annual earnings
per share earned in the preceding fiscal year or (ii) reveal a loss, unless
otherwise determined by the Board of Directors. The Panic Employment
Agreement provides that during the period of his employment, Mr. Panic will
not engage in businesses competitive with ICN without the approval of the
Board of Directors. Mr. Panic may retire upon expiration of the term of the
Panic Employment Agreement.
Upon retirement, Mr. Panic may, at his option, serve as a consultant
to ICN for life for which he would be compensated at the rate of $120,000
per year. This amount is subject to annual cost-of-living adjustments from
the base year of 1967 until the date of retirement (currently estimated to
be in excess of $627,905 per year, as adjusted). The consulting fee shall
not at any time exceed the highest annual compensation, as adjusted, paid
to Mr. Panic during his employment by ICN. Upon Mr. Panic's retirement, the
consulting fee shall not be subject to further cost-of-living adjustments.
The Panic Employment Agreement includes a severance compensation provision
in the event of a "change in control" of ICN (as defined below). The Panic
Employment Agreement provides that if within two years after a change in
control of ICN, Mr. Panic's employment is terminated by ICN (other than by
reason of Mr. Panic's illness or incapacity), or if Mr. Panic leaves the
employ of ICN (other than by reason of Mr. Panic's death, disability, or
illness), then Mr. Panic will receive as severance compensation an amount
equal to five times his annual salary, as adjusted, but only to the extent
that ICN determines that such amount will not constitute a "parachute
payment" as defined in Section 280G of the Internal Revenue Code, and Mr.
Panic will be deemed to have retired and will receive the same consulting
fees to which he would otherwise have been entitled under the Panic
Employment Agreement for life. In addition, (i) Mr. Panic will be entitled
to continue life insurance, disability, medical, dental and hospitalization
coverage, (ii) all restrictions on outstanding awards granted to Mr. Panic
will lapse, and all stock options and stock appreciation rights granted to
Mr. Panic will become fully vested and exercisable, and (iii) Mr. Panic
will also be entitled to receive a cash payment equal to the excess of the
actuarial equivalent of his aggregate retirement benefits had he remained
employed by ICN for an additional three years over the actuarial equivalent
of his actual aggregate retirement benefit. A "change in control" of ICN
will occur, for purposes of the Panic Employment Agreement, if (i) a change
in control occurs of a nature which would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A under the Exchange
Act (for purposes of that Item, "control" is defined as the power to direct
or cause the direction of the management and policies of ICN, whether
through the ownership of voting securities, by contract, or otherwise)
unless two-thirds of the Existing Board of Directors, as defined below,
decide in their discretion that no "change in control" has occurred for
purposes of the agreement; (ii) any person is or becomes the beneficial
owner, directly or indirectly, of securities of ICN representing 15% or
more of the combined voting power of ICN's then outstanding securities;
(iii) the persons constituting the Existing Board of Directors, as defined
below, cease for any reason to constitute at least a majority of ICN's
Board of Directors; or (iv) shares of ICN Common Stock cease to be
registered under the Exchange Act. "Existing Board of Directors" is defined
in the Panic Employment Agreement as those persons constituting the Board
of Directors at the date of the Panic Employment Agreement, together with
each new director whose election or nomination for election by ICN's
stockholders was previously approved, or is approved within thirty days
after such election or nomination, by a vote of at least two-thirds of the
directors in office prior to such person's election as a director. If the
Dissident Stockholders' Nominees are elected at the Annual Meeting, it is
the Company's position that a change in control may be deemed to have
occurred under the Panic Employment Agreement. If the ICN Nominees are
elected at the Annual Meeting, it is the Company's position that no change
in control would be deemed to have occurred under the Panic Employment
Agreement. If Mr. Panic's employment is terminated under any of the
circumstances described above following such a change in control, in
addition to the consulting fee as described above, Mr. Panic would be
entitled to receive (based upon present compensation) approximately
$5,000,000. In addition, upon a change in control, the vesting of
restricted stock granted to Mr. Panic would be accelerated.
In addition, in 1996 the Company entered into a split dollar agreement
with Mr. Panic, pursuant to which the Company pays the premiums on a life
insurance policy owned by Mr. Panic. Under this agreement, the life
insurance policy has been assigned to the Company as collateral for a
Company-provided guarantee on a third party loan made to Mr. Panic in
August 1996 and for the repayment of the premiums paid on the policy by the
Company. See "Compensation and Related Matters - Summary Compensation
Table." Upon Mr. Panic's death or the termination of the agreement (which
generally has a ten-year term), the Company is entitled to a payment, out
of the life insurance death benefit or the policy's cash surrender value,
in an amount equal to the sum of the premiums it has paid on the policy
plus the amount the Company has paid the lender under its guarantee of the
loan, plus the unpaid principal and interest on the loan. In addition, the
Company pays the taxes (on a grossed-up basis) incurred by Mr. Panic in
connection with the payment by the Company of the premiums on the life
insurance policy. In February 2002, the Company prepaid premiums of
approximately $1,800,000 on the life insurance policy. The policy currently
has a cash surrender value of approximately $1,800,000 and a death benefit
of approximately $6,400,000.
The Company expects to finalize an additional split dollar agreement
with Mr. Panic on substantially identical terms as in the 1996 agreement
described above. The new life insurance policy pursuant to this split
dollar agreement has a death benefit of $3,400,000. An initial premium of
$85,000 has been paid on this policy.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
ICN PHARMACEUTICALS
Date: May 10, 2002
By: /S/ GREGORY KEEVER
----------------------------
Gregory Keever
Executive Vice President,
General Counsel and Corporate
Secretary