SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant |_|
Filed by a Party other than the Registrant |X|
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
[ ] Definitive Proxy Statement Commission Only (as permitted by
[ ] Definitive Additional Materials Rule 14a 6(e)(2))
[X] Soliciting Material Pursuant
to Section 240.14a-11(c) or
Section 240.14a-12
ICN PHARMACEUTICALS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Iridian Asset Management LLC
and
Franklin Mutual Advisers, LLC
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined:
---------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
-------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------
The following is the text of a press release issued by Iridian Asset Management
LLC and Franklin Mutual Advisers, LLC on April 3, 2002.
FROM: Iridian Asset Management LLC
Franklin Mutual Advisers, LLC
Contact: Hedda Nadler
Mount & Nadler
Tel: (212) 759-4440
Major Shareholders Comment on ICN Pharmaceuticals, Inc. Nominating Committee
Westport, CT and Short Hills, NJ. April 3, 2002. Iridian Asset
Management and Franklin Mutual Advisers, the investment manager for Franklin
Mutual Series Fund Inc., commented on last week's announcement by ICN
Pharmaceuticals Inc. (NYSE: ICN) that ICN had created a "nominating committee"
to "review" nominees for director of the company and a letter addressed to them
by Milan Panic of ICN.
Both the announcement and the letter, they noted, came only after the
delivery on Friday, March 22, 2002, of their formal notice to ICN of an
intention to nominate three persons for election to ICN's board of directors at
the company's next annual meeting of stockholders to be held on May 29, 2002.
"We are gratified that a company whose historical board selection
process could, in our opinion, most charitably be described as ad hoc, has
decided to appoint a nominating committee and to do so with a public
announcement."
"We find it ironic and significant that ICN's decision to create a
committee took place only following the company's becoming aware of the
formation of our group."
"We have the highest regard and respect for the three directors
nominated and elected by ICN shareholders last May and their efforts over the
past year. The company's action may well be an indication of the salutary effect
on a company's governance practices that even a minority of
shareholder-nominated and supported directors can have."
"However, we and ICN's other shareholders will perhaps be forgiven if
we declare ourselves more than a little skeptical of ICN's motivation and
somewhat less than fully confident in whatever may result from the company's
sudden and convenient conversion to the gospel of good governance."
"We may well conclude that corporate democracy, like American
democracy, is best served by giving the shareholder-electorate the chance to
choose for themselves between alternative slates of qualified candidates - one
sponsored by shareholders, the other by management."
Iridian is an SEC-registered investment adviser located in Westport,
CT. Iridian manages approximately $11 billion for institutional clients, pension
funds, charitable foundations and endowments, and invests primarily in mid-cap
and large-cap U.S. equities.
Franklin Mutual Advisers, LLC is a subsidiary of Franklin Resources,
Inc. [NYSE:BEN], a global investment organization operating as Franklin
Templeton Investments. Franklin Templeton provides global and domestic
investment management services through its Franklin, Templeton, Mutual Series
and Fiduciary Trust subsidiaries. The San Mateo, CA-based company has over 50
years of investment experience and more than $266 billion in assets under
management as of February 28, 2002. For more information, please call 1-800/DIAL
BEN(R) or visit franklintempleton.com.
In connection with the solicitation of proxies with respect to the 2002 annual
meeting of stockholders of ICN Pharmaceuticals, Inc. ("ICN"), Iridian Asset
Management LLC ("Iridian") and Franklin Mutual Advisers, LLC ("FMA") will file
with the Securities and Exchange Commission (the "SEC"), and will furnish to
security holders of ICN, a proxy statement, which security holders are advised
to read as it will contain important information. Security holders will be able
to obtain a free copy of such proxy statement (when available) and other
relevant documents filed with the SEC from the SEC website at www.sec.gov. Such
proxy statement will also, when available, be provided for free to security
holders by Iridian and FMA.
Information concerning Iridian, FMA and certain of the executive officers,
directors and affiliates of FMA and Iridian, each of whom may be deemed to be a
participant in a solicitation by FMA and Iridian of proxies with respect to
ICN's 2002 annual meeting, including a description of their direct and indirect
interests, by security holdings or otherwise, in the matters to be acted upon at
the 2002 annual meeting, may be found in a Schedule 14A filed pursuant to Rule
14a-12 by Iridian and FMA on April 3, 2002. Copies of this Schedule 14A are
available from the SEC website at www.sec.gov.