SCHEDULE 14A INFORMATION
Proxy Statement Pursuant To Section 14(a) Of
The Securities Exchange Act Of 1934
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[X] Soliciting Material Pursuant to Section 240.14a-12
ICN Pharmaceuticals, Inc.
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Following is additional material posted on the "2002 Annual Meeting"
section of ICN Pharmaceuticals, Inc.'s website, www.icnpharm.com, on April
30, 2002.
April 30, 2002
Dear Shareholder:
This is a critical time in the history of your company. By now, most of you
are aware that we are in the midst of a proxy contest that we believe is
neither productive nor beneficial to the interests of ICN shareholders. In
spite of our best efforts to avoid this wasteful use of resources, two
shareholders have chosen to oppose your board's independent nominating
process and proposed directors for election to the board that are not the
most qualified to serve your interests.
The nominating committee of the board reviewed all of the candidates for
election to this year's board of directors, including a slate of candidates
proposed by the minority opposition shareholders. Following the nominating
committee's review, the board unanimously determined that it would be in
the best interests of ICN to nominate the following directors: Senator
Birch Bayh, Abraham (Barry) Cohen, and Richard Koppes.
Shareholders are advised that Mr. Koppes has stated, as set forth in his
two letters reproduced in full in ICN's proxy statement, that he presently
intends to solicit proxies on behalf of the Dissident Stockholders' other
two candidates, Messrs. O'Leary and Thurman, as well as himself and to
campaign against ICN's other two candidates, Senator Bayh and Mr. Cohen.
Accordingly, Mr. Koppes' inclusion on ICN's proxy card and in ICN's proxy
materials should not be taken as implying in any way that he is supporting
or soliciting shareholders to vote for the Board's other two candidates,
Senator Bayh or Mr. Cohen.
In spite of all the noise generated by the opposition shareholders, we
believe that the most important issue in this proxy campaign should be
performance. ICN has consistently delivered on its performance objectives.
We have just completed one of the most successful years in ICN history,
with record performance in a number of categories, including revenues and
operating income. And, more importantly, in spite of a difficult market, we
have made measurable steps forward in the completion of our restructuring,
including the successful completion of an IPO for a 20 percent interest in
Ribapharm.
It is the management team and board of ICN that are responsible for this
strong performance and the successful steps in the restructuring, and no
one else. Your board and management have done exactly what we said we would
do, and achieved real results that are better than expected in spite of the
difficult economy.
We expect to send you our proxy materials in the near future. We believe it
is in your best interests to refrain from voting until you have received
our materials and had the opportunity to carefully review them. Your Board
of Directors urges you NOT to sign any White proxy sent to you by the two
opposition shareholders.
We strongly urge you to consider your decision carefully this proxy season.
We believe there is substantial risk in deviating from the company's
recommended candidates at this critical juncture. The record is clear: your
management and board have consistently delivered record results for
shareholders and delivered on its promises. We hope to earn your support in
the weeks and years ahead.
Sincerely,
Milan Panic
Chairman and Chief Executive Officer
ICN has filed a preliminary proxy statement relating to ICN's 2002 annual
meeting of stockholders with the Securities and Exchange Commission on
April 29, 2002 and will file with the SEC and forward to ICN stockholders a
definitive proxy statement. ICN stockholders are strongly advised to read
the definitive proxy statement when it becomes available, as it will
contain important information. Stockholders may obtain the preliminary
proxy statement and will be able to obtain the definitive proxy statement,
when available, and any amendments to the proxy statement and other
documents filed by ICN with the SEC for free at the Internet website
maintained by the SEC at www.sec.gov. In addition, ICN will mail the
definitive proxy statement to each stockholder of record on April 9, 2002.
ICN will also make additional copies of the definitive proxy statement and
any amendments to the definitive proxy statement available for free to
ICN's stockholders. Please direct your request for the definitive proxy
statement to Investor Relations, ICN Pharmaceuticals, Inc., 3300 Hyland
Avenue, Costa Mesa, California 92626, telephone (714) 545-0100, extension
3013.
ICN, its executive officers and directors and director nominees may be
deemed to be participants in the solicitation of proxies for ICN's 2002
annual meeting of stockholders. Information regarding these participants is
contained in the preliminary proxy statement filed with the SEC on April
29, 2002.
* * * * *
MILAN PANIC
Milan Panic is Chairman of the Board and Chief Executive Officer of ICN
Pharmaceuticals, Inc., a global health care company headquartered in Costa
Mesa, California and Moscow, Russia. Mr. Panic founded ICN with $200 in
1960 after defecting from his native Yugoslavia. Today, ICN is listed on
the New York Stock Exchange and has sales approaching $1 billion.
Mr. Panic was born in Belgrade in 1929. In 1956, Mr. Panic and his family
immigrated to the United States. He arrived in New York with his wife and
two small children, two suitcases and $20. Having studied chemistry at the
University of Belgrade and Heidelberg University, he worked as a research
assistant in the Department of Chemistry at the University of Southern
California (1957-1959). Shortly thereafter, he founded ICN.
It was the dawn of the biological revolution. The Company's first product
was commercialized DNA, the forerunner of a series of potentially new
therapeutic molecules based on nucleic acid research. One of the early
successes of this work was the approval of the company's flagship drug,
Virazole (ribavirin), which has been used to treat more than five million
people worldwide for a range of indications, including infants hospitalized
with severe respiratory infections caused by respiratory syncytial virus
(RSV). Most recently, it was approved as a part of a breakthrough
combination therapy for hepatitis C.
With the fall of communism, Mr. Panic has become a leader in the
privatization movement in Eastern Europe. ICN's venture with Galenika
Pharmaceutical Company in 1991 was the largest privatization of industry in
Yugoslavia's history. In a gesture that typically combined altruism with a
sound understanding of human nature, he turned the 5,300 Galenika Yugoslav
employees into capitalists and owners of the company. They were given 1.2
million shares of stock (worth $30 million) in ICN's then publicly owned
subsidiary, SPI Pharmaceuticals. It was the first time Eastern European
workers held shares in a company listed on a major worldwide stock
exchange.
In 1993, ICN acquired Octyabr which was founded by Peter the Great and
remains the oldest pharmaceutical company in Russia. Again, workers under
the communist system received an instant infusion of democracy and
capitalism; a program of privatization through stock ownership by the
workers.
Successful operational expansion in the emerging markets of Eastern and
Central Europe has extended ICN's family which now includes five companies
and a major distribution center in Russia, European headquarters in Moscow,
and facilities in Yugoslavia, Poland, Hungary, the Czech Republic, and
Macedonia.
An American citizen since 1963, Mr. Panic received special permission from
the President of the United States to serve as Prime Minister of Yugoslavia
from 1992-1993. During his tenure, Mr. Panic became a symbol of hope and
freedom throughout Yugoslavia. As Prime Minister, he became a major figure
on the world stage with his pivotal participation in the London Conference
on Yugoslavia in August 1992, his address to the United Nations General
Assembly (the "Speech of Peace") the following month and his appearance
before the Parliament of the European Union in Brussels.
Mr. Panic gained worldwide respect and admiration both for his commonsense
approach to the complex problems and competing interests in that region and
for his untiring efforts to bring peace to his native country. He also
initiated a vigorous program of personal diplomacy and traveled to meet
more than 100 world leaders - including French President Francois
Mitterand, Spanish Prime Minister Felipe Gonzales, British Prime Minister
John Major, German Chancellor Helmut Kohl, Chinese Premier Li Peng and
General Secretary of the United Nations, Boutros Boutros Ghali - within his
first several weeks in office.
In December 1992, The Wall Street Journal named him one of the "Europeans
of the Year", placing him in select company that included Queen Elizabeth
II, British Prime Minister John Major, and Russian economic reformer Yegor
Gaidar.
In 1994, Prime Minister Vaclav Klaus called on Mr. Panic for advice on the
continuing economic reform and democratic transformation of the Czech
Republic. In succeeding years, in his quest to bring economic stability to
Eastern Europe, he also met with the Presidents of Albania and Romania.
During and subsequent to his tenure as Prime Minister, Mr. Panic received
extensive television and press coverage for his outspoken views for
achieving peace through economic cooperation and development, including:
over 25,000 articles in international papers, journals, and magazines; news
interviews on all major global TV networks (CBS, NBC, ABC, CNN, BBC,
ANTENNE, TV Beijing, Sky News, TVS (Spain) ZDF, RAI, etc.); and, numerous
guest appearances on talk shows (e.g., Larry King Live, This Week in
Review, Good Morning America, Charlie Rose, and Prime Time Live).
Mr. Panic has also addressed numerous international forums, world
organizations and government bodies both domestically and internationally,
including The Foreign Affairs Council (New York), The World Affairs Council
(Los Angeles, San Francisco, Orange County, Philadelphia), The Institute of
International Sociology (Gorizia, Italy) and The United Nations Industrial
Development Organization (Vienna, Austria).
His early years under totalitarianism and his role in fighting fascism made
Mr. Panic a strong champion of fundamental American values. On October 17,
1986, he was awarded the Congressionally sponsored "Ellis Island Medal of
Honor" by the Statue of Liberty-Ellis Island Foundation. This award
recognizes Mr. Panic's "distinguished service to humanity" as well as the
contributions, which immigrants have made to the United States. In 1985, he
was appointed to the Board of Directors of the Freedoms Foundation at
Valley Forge. As part of his commitment to the fundamental principles of
democracy, Mr. Panic underwrote a "Bill of Responsibilities" monument,
which stands today at the Foundation's campus in Valley Forge,
Pennsylvania.
Mr. Panic makes major philanthropic contributions to various universities,
research programs, museums, political causes and charities.
ADAM JERNEY
Adam Jerney is President and Chief Operating Officer of ICN. He was
appointed President in 1997 and has been COO since 1980. Mr. Jerney also
served as President and Chief Executive Officer of ICN from July 1992 to
March 1993 while Milan Panic served as Prime Minister of Yugoslavia.
Born in Budapest, Hungary, during World War II, Mr. Jerney escaped to
Austria after the revolution in 1956. He graduated in biochemistry from the
University of Geneva, Switzerland, where he also conducted postgraduate
research in endocrinology with a scholarship from the United Nations.
Later, he studied business administration and marketing in Geneva and
Paris.
Mr. Jerney joined ICN in Europe in 1973 after reading an article in Fortune
magazine about ICN's revolutionary research projects and expansion plans.
Prior to that, he had held positions of increasing responsibility at
Hoffmann-LaRoche, the Swiss pharmaceutical company. Before leaving
Hoffmann-LaRoche, he served as Director of Worldwide Product Management in
the company's corporate headquarters in Basel, Switzerland.
In 1981, Mr. Jerney and his family moved to the United States, where he was
promoted to manage worldwide operations for ICN. He is an international
businessman who is conversant in five languages.
Mr. Jerney is on the Board of Directors of the National Conference for
Community and Justice and active in the World Affairs Council of Orange
County.
Mr. Jerney has been a member of the ICN Board of Directors since 1992.
SENATOR BIRCH E. BAYH, ESQ
Birch Bayh has had a distinguished political career, as United States
Senator from Indiana from 1963 to 1981. His public service began at age 26
with his 1954 election to the Indiana House of Representatives, where he
served as Speaker and Minority Leader. Senator Bayh is also a former
candidate for President of the United States.
Senator Bayh has been a partner in the Washington, D.C. law firm of
Venable, Baetjer, Howard and Civiletti, LLP since May 2001. He was
previously a senior partner in the law firm of Oppenheimer, Wolff, Donnelly
& Bayh LLP in Washington D.C.
Senator Bayh's civic involvements are varied and extensive. He was the
Chairman of the National Institute Against Prejudice and Violence;
Co-chairman of the University of Virginia's Commission on Presidential
Disability and the Twenty-Fifth Amendment; and Chairman of the AMTRAK
Labor/Management Productivity Council. He is currently a member of the J.
William Fulbright Foreign Scholarship Board.
Senator Bayh also serves on the Board of Simon Debartolo Group of
Indianapolis, Indiana.
Senator Bayh has a Bachelor's degree in agriculture from Purdue University
and a J.D. from Indiana University School of Law.
Senator Bayh has served on the Boards of ICN-affiliated companies since
1984.
ABRAHAM E. COHEN
Abraham E. Cohen is the retired Senior Vice President of Merck & Co. and
President of the Merck Sharp & Dohme International Division (MSDI). He
joined MSDI in 1957 and served in various capacities. He became the First
Managing Director for Pakistan in 1962 and Regional Director for South Asia
in 1964. He became Regional Director for Northern Europe in 1967 and was
elected MSDI's Vice President for Europe in 1969.
Mr. Cohen was elected Executive Vice President of MSDI's headquarters
division in Rahway, New Jersey in 1974 and became President of the division
in 1977. He was named to serve concurrently as a corporate Senior Vice
President in 1982.
JEAN-FRANCOIS KURZ
Jean-Francois Kurz is Chairman of the Board of Directors of Banque Pasche
SA, Geneva, a Swiss bank established in 1885. From 1969 to 1988, he was the
Chief Executive Officer of Banque Gutzwiller, Kurz, Bungener S.A. in
Geneva, Switzerland. He originated this bank and developed its principal
areas of activity: portfolio management and international financings. He
was also the Founder and President of the oldest independent syndicate for
Swiss franc bond issues for foreign borrowers.
Mr. Kurz also served as General Manager of TDB American Express Bank of
Geneva. In addition, Mr. Kurz is a director and advisor of several
companies and banks in Europe and overseas.
In addition to his work in the private sector, Mr. Kurz has been active in
the public sector. For the past 14 years, he has served as Mayor of his
home village, Trelex Vaud, Switzerland. He is also a Member of Parliament
of the Canton of Vaud.
Mr. Kurz is Chairman of the largest association in the French district of
Switzerland for the protection of animals. He also serves as Chairman of
the well-known football clubs, Lausanne-Sports and Stade Nyonnais.
Mr. Kurz is a graduate of Lyceum Alpinum Zuoz, Switzerland, where today he
is a member of the Board of Directors.
Mr. Kurz has served on the Boards of ICN-affiliated companies since 1989.
STEPHEN D. MOSES
Stephen D. Moses is Chairman of the Board of Stephen Moses Interests.
Formerly, he was Chairman of National Investment Development Corporation
and Brentwood Bank, both in Los Angeles, California. Mr. Moses was
President and General Manager of Boise Cascade Home and Land Corporation
(1967-1971) and Flagg Communities, Inc. and General Partner of California
Capital, a venture capital fund. He served as an advisor to President
Johnson's Commission on Urban Housing and was a member of the Task Force on
Low Income Housing convened by President Nixon. He was consultant to the
Housing Subcommittee of the Committee on Banking and Currency of the U.S.
House of Representatives.
For nearly 20 years, Mr. Moses has been involved in acquisition, ownership,
asset management and property management for over 30,000 dwelling units in
some 38 states, including Puerto Rico and the Virgin Islands. Mr. Moses was
an advisor to the government of Yugoslavia on privatization of the housing
market.
Mr. Moses currently serves on the Board of the Overseers of the Hebrew
Union College, Board of Trustees of the UCLA Foundation and Franklin &
Marshall College, Board of the California State University Institute and
the Board of the Hearst Monument Foundation. Mr. Moses previously held
seats on the following Boards: the Governors of Hebrew Union College, the
Directors of the UCLA Foundation and the Trustees of Pitzer College. In
1980, Mr. Moses was named Housing Man of the Year by the National Housing
Conference. In 1983, he received the Civic Achievement Award of the
American Jewish Committee. Mr. Moses and his wife were honored as "Couple
of the Year" by the Big Sisters of Los Angeles.
Mr. Moses is a cum laude graduate of Harvard Law School.
Mr. Moses has served on the Boards of ICN-affiliated companies since 1988.
NORMAN BARKER, JR
Norman Baker, Jr. is retired as the Chief Executive Officer and Chairman of
the Board of the First Interstate Bank of California. He is former Vice
Chairman of the Board of First Interstate Bancorp. Mr. Barker served as CEO
of First Interstate of California from 1971 to 1985 and as Chairman of the
Board from 1973 to 1985. Mr. Barker served on numerous other corporate
boards, including the Automobile Club of California, Pacific Telesis and
Southern California Edison Company. He has also been Director of the Los
Angeles County Museum of Art and of the Los Angeles Music Center, as well
as Chairman of the Board of United Way, Los Angeles.
In addition to serving as President of the California Bankers Association,
Mr. Barker is Chairman of the Boards of Pacific American Income Shares,
Inc. and Fidelity Federal Bank. He is a Board Member of American Health
Properties, Inc. and TCW Convertible Securities Fund, Inc. Additionally,
Mr. Barker is a Life Trustee of the University of Chicago and Trustee
Emeritus of Occidental College. Mr. Barker earned his Bachelor's in
Economics and a Master's in Business Administration from the University of
Chicago. Mr. Barker has served on the Boards of ICN-affiliated companies
since 1988.
ROSEMARY TOMICH
Miss Tomich has been the owner of both the Hope Cattle Company since 1958
and the A.S. Tomich Construction Company since 1970. She is also Chairman
of the Board of Directors and Chief Executive Officer of Livestock
Clearing, Inc. and was a founding director of the Palm Springs Savings
Bank.
Miss Tomich is also a member of the Advisory Board of the University of
Southern California School of Business Administration and on the UCLA
Foundation Board of Councilors. She has been a member of the Board of
Directors of Occidental Petroleum since 1980.
EDWARD A. BURKHARDT
Mr. Burkhardt has been the President of Rail World Inc., a railway
management consulting and investment corporation specializing in
privatizations, since August 1999. From 1987 though August 1999, Mr.
Burkhardt held a number of positions with Wisconsin Central Transportation
Corporation, including Chairman, President and Chief Executive Officer.
Wisconsin Central Transportation Corporation is a holding company, which
operates a regional North American rail system in Wisconsin, Michigan,
Illinois, Minnesota and Ontario. Wisconsin Central Transportation
Corporation also owns minority interests in, and participates in the
management of, rail operations in the United Kingdom and Australia, as well
as ferry and rail operations in New Zealand.
GENERAL RONALD R. FOGLEMAN
Mr. Fogleman has been the President and Chief Executive Officer of Durango
Aerospace, Inc., an international aviation consulting services company,
since 1998. Prior to joining Durango Aerospace, General Fogleman, who
retired from the United States Air Force in September 1997, served as Chief
of Staff of the United States Air Force from 1994 until 1997 and as
Commander-in-Chief of the United States Transportation Command from 1992
until 1994.
General Fogleman currently serves on the Board of Directors of North
American Airlines, a feeder airline for El Al; Rolls Royce of North
America; the International Airline Support Group, Inc.; Mesa Air Group,
Inc.; and World Airways, Inc.
STEVEN J. LEE
Mr. Lee has been Chairman and Chief Executive Officer of PolyMedica
Corporation since June 1996. From 1990 to 1996, he was President and Chief
Executive Officer of PolyMedica. PolyMedica is a national medical products
and services company. Through its Liberty Medical Supply subsidiary, it is
the largest value-added provider of diabetic supplies to Medicare-eligible
seniors. Mr. Lee is also a director of Kensey Nash Corporation.
RODERICK HILLS
Roderick Hills was Chairman of the Securities & Exchange Commission from
1975-77 and before that was White House Counsel to President Gerald Ford.
In 1962, he was a founding partner of the Los Angeles law firm Munger &
Hills, now known as Munger, Tolles and Olson, and is now a partner in the
Washington D.C. firm Hills & Stern.
Mr. Hills has served on the board of several public companies, and is
presently on the boards and serves as Chairman of audit committees of
Chiquita Brands International, Inc. and Orbital Sciences Corporation.