SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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|_| Preliminary Proxy Statement |_| Confidential, for Use of the
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|_| Definitive Additional Materials Rule 14a 6(e)(2))
|X| Soliciting Material Pursuant
to ss.240.14a-11(c) or ss.240.14a-12
ICN PHARMACEUTICALS, INC.
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(Name of Registrant as Specified in its Charter)
SSP - Special Situations Partners Inc.
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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SHAREHOLDERS OPPOSE ICN PHARMACEUTICAL NOMINEES
-- Seek to Unlock ICN Values --
New York, April 3, 2001/PR Newswire/--
The ICN Committee to Maximize Shareholder Value submitted last week a
three-person slate of director nominees in opposition to management's slate at
the forthcoming 2001 Annual Meeting of ICN Pharmaceuticals, Inc. The Committee's
nominees are General Ronald R. Fogleman, former Chief of Staff of the United
States Air Force; Edward A. Burkhardt, founder and former Chairman and Chief
Executive Officer of Wisconsin Central Transportation Company; and Steven J.
Lee, founder, Chairman and Chief Executive Officer of PolyMedica Corporation.
The Committee is composed of SSP-Special Situations Partners Inc., Providence
Capital, Inc. and the three nominees. The members of the Committee together own
approximately 3.55 million shares of ICN representing approximately 4.5% of
ICN's shares.
In October of 2000, ICN agreed with SSP to hold its 2001 Annual Meeting by not
later than May 30, 2001 and that at such meeting exactly three directors would
be elected.
Eric Knight, Managing Director of SSP, commented, "We are convinced that ICN has
valuable strategic assets and a bright future -- and yet the ICN shares continue
to trade at a fraction of what we believe they are worth, no matter how we value
them. Over one year has gone by since investment bankers were hired in an effort
to enhance shareholder value and despite this, we find that little or no
tangible progress has been made and the shares remain chronically undervalued.
Until such time as ICN shareholders actually receive their free Ribapharm
shares, as ICN keeps promising, we believe the ICN shares will continue to be
significantly undervalued."
Herbert A. Denton, President of Providence Capital, Inc., continued, "The
Committee nominees are experienced leaders of public companies and are totally
independent of Milan Panic. These nominees, who personally own over $6 million
of ICN shares, are committed to maximizing shareholder value."
Enquiries:
Eric Knight
SSP-Special Situations Partners Inc.
Tel. + (377) 93 10 61 40
In connection with its solicitation of proxies with respect to ICN
Pharmaceuticals' 2001 Annual Meeting, the Committee will file with the
Securities and Exchange Commission (the "SEC") and will furnish to security
holders of ICN Pharmaceuticals a proxy statement, which security holders are
advised to read as it will contain important information. Security holders may
obtain a free copy of such proxy statement (when available) and any other
relevant documents filed with the SEC, from the website of the SEC at
www.sec.gov. Copies of any proxy soliciting materials filed by the Committee
with the SEC may also be obtained for free from SSP's website at
www.SSP-specialsituationspartners.com.
The Committee, SSP - Special Situations Partners Inc., Providence Capital, Inc.,
Edward A. Burkhardt, General Ronald R. Fogleman and Steven J. Lee will be (and
certain of the executive officers and directors of SSP and Providence may be)
participants in the solicitation by the Committee of proxies with respect to ICN
Pharmaceuticals' 2001 Annual Meeting. None of such persons has any direct or
indirect interests in the matters to be acted upon at the 2001 Annual Meeting
other than as a stockholder or a nominee for election as a director of ICN
Pharmaceuticals. Further information concerning the participants and their
direct or indirect interests can be found in the Schedule 14A filed pursuant to
Rule 14a-12 with the SEC by SSP on April 3, 2001.
ICN Committee to Maximize Shareholder Value
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Information Concerning the Participants
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The following persons may be deemed participants in the solicitation of proxies
by the ICN Committee to Maximize Shareholder Value with respect to ICN
Pharmaceuticals, Inc.'s (the "Company") 2001 annual meeting.
o ICN Committee to Maximize Shareholder Value. The Committee is an
unincorporated association that does not have any officers or employees and
does not beneficially own any securities of the Company. Except for the
interests of its members, the Committee has no direct or indirect interest
in any matter to be acted upon at the Company's 2001 annual meeting.
o SSP - Special Situations Partners Inc. SSP is a Cayman Islands company
formed for the purpose of investing in publicly traded securities that it
believes are substantially undervalued. SSP is the beneficial owner of
3,184,300 shares of common stock, par value $.01 per share (the "Common
Stock") of the Company (excluding any shares of Common Stock beneficially
owned by the other members of the Committee that SSP may be deemed to own
beneficially). Other than its interest as a stockholder of the Company, SSP
has no direct or indirect interest in any matter to be acted upon at the
Company's 2001 annual meeting.
o Providence Capital, Inc. Providence is a Delaware corporation engaged in
the investment banking and stock brokerage businesses. Providence may be
deemed to be the beneficial owner of 88,000 shares of Common Stock of the
Company (excluding any shares of Common Stock beneficially owned by the
other members of the Committee that Providence may be deemed to own
beneficially). Other than its interest as a stockholder of the Company,
Providence has no direct or indirect interest in any matter to be acted
upon at the Company's 2001 annual meeting.
o Herbert A. Denton. Herbert A. Denton is the President of Providence. Mr.
Denton is not the beneficial owner of any securities of the Company, except
to the extent he may be deemed to be the beneficial owner of securities of
the Company which are beneficially owned by Providence. Other than his
interest as a stockholder of the Company, Mr. Denton has no direct or
indirect interest in any matter to be acted upon at the Company's 2001
annual meeting.
o Eric Knight. Eric Knight is the Managing Director of SSP. Mr. Knight is not
the beneficial owner of any securities of the Company, except to the extent
he may be deemed to be the beneficial owner of securities of the Company
which are beneficially owned by SSP. Other than his interest as a
stockholder of the Company, if any, Mr. Knight has no direct or indirect
interest in any matter to be acted upon at the Company's 2001 annual
meeting.
o Dr. Tito Tettamanti. Dr. Tito Tettamanti is Chairman of SSP. Dr. Tito
Tettamanti is not the beneficial owner of any securities of the Company,
except to the extent he may be deemed to be the beneficial owner of
securities of the Company which are beneficially owned by SSP. Other than
his interest as a stockholder of the Company, if any, Dr. Tito Tettamanti
has no direct or indirect interest in any matter to be acted upon at the
Company's 2001 annual meeting.
o Edward A. Burkhardt. Edward A. Burkhardt is a nominee of the Committee for
election at the Company's 2001 annual meeting. Mr. Burkhardt is the
beneficial owner of 275,000 shares of Common Stock of the Company. Other
than (i) his interest as a nominee for election as a director of the
Company and (ii) his interest as a stockholder of the Company, he has no
direct or indirect interest in any matter to be acted upon at the Company's
2001 Annual Meeting.
o Ronald R. Fogleman. Ronald R. Fogleman is a nominee of the Committee for
election at the Company's 2001 annual meeting. Mr. Fogleman is the
beneficial owner of 1,000 shares of Common Stock of the Company. Other than
(i) his interest as a nominee for election as a director of the Company and
(ii) his interest as a stockholder of the Company, he has no direct or
indirect interest in any matter to be acted upon at the Company's 2001
annual meeting.
o Steven J. Lee. Steven J. Lee is a nominee of the Committee for election at
the Company's 2001 annual meeting. Mr. Lee is the beneficial owner of
25,000 shares of Common Stock of the Company. Other than (i) his interest
as a nominee for election as a director of the Company and (ii) his
interest as a stockholder of the Company, he has no direct or indirect
interest in any matter to be acted upon at the Company's 2001 annual
meeting.
The Committee nominees will not receive any compensation from the Committee for
agreeing to be nominated by the Committee or, if elected, for their services as
directors of the Company. However, SSP and Providence have agreed to indemnify
each of the Committee nominees against losses incurred arising out of or based
upon being the Committee's nominee or a "participant in a solicitation." SSP and
Providence have also agreed to reimburse each of the Committee nominees for
their reasonable legal fees and expenses incurred in connection with each such
nominee's participation in the proxy solicitation.
The Committee expects that each of the Committee nominees, if elected, will
receive the Company's customary director's compensation. According to the
Company's definitive proxy statement for the 2000 annual meeting of stockholders
of the Company, filed with the SEC on November 27, 2000, under compensation
arrangements then in effect, non-employee members of the Board of Directors of
the Company (the "Board") were paid an annual fee of $30,000, payable quarterly,
plus a fee of $1,000 for every Board meeting attended and an additional fee of
$1,000 for every committee meeting attended and were reimbursed for their
out-of-pocket expenses in attending the meetings. In addition, non-employee
directors on each April 18th were granted options to purchase 15,000 shares of
Common Stock of the Company. The Committee also expects that each of the
Committee nominees, if elected, will be indemnified for his services as director
of the Company to the same extent indemnification is available to directors of
the Company under the Company's Restated Certificate of Incorporation or
otherwise provided by the Company. In addition, the Committee expects that, upon
their election, such nominees will be covered by the Company's officer and
director liability insurance, assuming the Company has in effect a standard
officer and director insurance policy.