PROSPECTUS SUPPLEMENT NO. 1
(TO PROSPECTUS DATED NOVEMBER 9, 2001)
ICN PHARMACEUTICALS, INC.
$525,000,000 of 6 1/2 % Convertible Subordinated Notes due 2008 and
15,326,010 Shares of Common Stock Issuable upon Conversion of the Notes
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This prospectus supplement No. 1 supplements and amends the prospectus
dated November 9, 2001 relating to the 6 1/2 % Convertible Subordinated
Notes due July 15, 2008 of ICN Pharmaceuticals, Inc., a Delaware
corporation, held by certain securityholders who may offer for sale the
notes and the shares of our common stock into which the notes are
convertible at any time at market prices prevailing at the time of sale or
at privately negotiated prices. The selling securityholders may sell the
notes or the common stock directly to purchasers or through underwriters,
broker-dealers or agents, who may receive compensation in the form of
discounts, concessions or commissions.
ADDITIONAL SELLING SECURITYHOLDERS
The following represents an addendum to the table of selling
securityholders appearing on pages 46-50 of the prospectus, as supplemented
and amended:
COMMON
STOCK COMMON
PRINCIPAL ISSUABLE STOCK
AMOUNT OF UPON OWNED
NOTES CONVERSION AFTER
BENEFICIALLY OF THE COMPLETION
NAME OWNED AND NOTES AND OF THE
---- OFFERED HEREBY OFFERED HEREBY OFFERING
----------------------- -------------------- -------------
Elser & Co. $ 250,000 7,298 -
First Union Securities Inc. 4,450,000 129,906 -
Global Bermuda Limited Partnership 500,000 14,596 -
Highbridge International LLC 32,500,000 948,753 -
Lakeshore International Ltd. 2,500,000 72,981 -
Lincoln National Global Asset Allocation Fund, 160,000 4,670 -
Inc.
Museum of Fine Arts, Boston 30,000 875 -
New York Life Insurance and Annuity Company 800,000 23,353 -
New York Life Insurance Company 7,200,000 210,185 -
Parker-Hannifin Corporation 255,000 7,444 -
Putnam Asset Allocation Funds - Balanced 1,210,000 35,322 -
Portfolio
Putnam Asset Allocation Funds - Conservative 930,000 27,148 -
Portfolio
Putnam Convertible Income - Growth Trust 9,190,000 268,278 -
Putnam Convertible Opportunities and Income 330,000 9,633 -
Trust
Putnam Variable Trust - Putnam VT Global Asset 330,000 9,633 -
Allocation Fund
In addition, the prospectus, as supplemented and amended, is hereby
further amended as follows: The deletion of:
COMMON
STOCK COMMON
PRINCIPAL ISSUABLE STOCK
AMOUNT OF UPON OWNED
NOTES CONVERSION AFTER
BENEFICIALLY OF THE COMPLETION
NAME OWNED AND NOTES AND OF THE
---- OFFERED HEREBY OFFERED HEREBY OFFERING
-------------------------- ---------------------- --------------
Chrysler Corporation Master Retirement Fund $ 7,730,000 225,657 -
Commonfund Event - Driven Company c/o IBT Fund 319,000 9,312 -
Services (Cayman)
Jefferies & Co. 200,000 5,838 -
Levco Alternative Fund, Ltd. 7,981,000 232,984 -
Lyxor Master Fund 1,000,000 29,192 -
Morgan Stanley & Co. 5,000,000 145,962 -
MSD Portfolio L.P. - Investments 5,000,000 145,962 -
OCM Convertible Limited Partnership 240,000 7,006 -
OCM Convertible Trust 4,685,000 136,766 -
Purchase Associates, L.P. 2,200,000 64,223 -
and substitution therefore of:
COMMON
STOCK COMMON
PRINCIPAL ISSUABLE STOCK
AMOUNT OF UPON OWNED
NOTES CONVERSION AFTER
BENEFICIALLY OF THE COMPLETION
NAME OWNED AND NOTES AND OF THE
---- OFFERED HEREBY OFFERED HEREBY OFFERING
-------------------------- ---------------------- --------------
Chrysler Corporation Master Retirement Fund $ 7,175,000 209,455 -
Commonfund Event - Driven Company c/o IBT Fund 600,000 17,515 -
Services (Cayman)
Jefferies & Co. 400,000 11,676 -
Levco Alternative Fund, Ltd. 17,017,000 496,767 -
Lyxor Master Fund 1,262,000 36,840 -
Morgan Stanley & Co. 6,750,000 197,048 -
MSD Portfolio L.P. - Investments 10,221,000 298,375 -
OCM Convertible Limited Partnership 1,830,000 53,422 -
OCM Convertible Trust 4,425,000 129,176 -
Purchase Associates, L.P. 4,621,000 134,898 -
The prospectus, together with this prospectus supplement No. 1,
constitutes the prospectus required to be delivered by Section 5(b) of the
Securities Act of 1933, as amended, with respect to offers and sales of the
notes and the common stock issuable upon conversion of the notes. All
references in the prospectus to "this prospectus" are hereby amended to
read "this prospectus (as supplemented and amended)."
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS DECEMBER 28, 2001