SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
ICN Pharmaceuticals, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share ("Shares")
--------------------------------------------------------------------------------
(Title of Class of Securities)
44 8924 100
----------------------------------------------------------------------
(CUSIP Number)
David L. Cohen David Winters
Principal President
Iridian Asset Management LLC Franklin Mutual Advisers, LLC
276 Post Road West 51 John F. Kennedy Parkway
Westport, CT 06880-4704 Short Hills, New Jersey 07078
203-341-9000 973-912-2177
with a copy to:
Daniel S. Sternberg, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
212-225-2000
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(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications)
March 8, 2002
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. |X| (As to the Iridian Reporting Persons (as defined below) only.)
The information required on this cover page shall not be deemed to be "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Act"), or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
(Continued on the following pages)
(Page 1 of 25 Pages)
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CUSIP No. 44 8924 100
---------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Iridian Asset Management LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 0
WITH
8 SHARED VOTING POWER
4,714,457
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,714,457
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,714,457
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES|X|
Disclaims beneficial ownership for all purposes of the Common
Stock held by FMA, FRI or Providence (See Items 4 and 5(a))
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8% (See Item 5(a))
14 TYPE OF REPORTING PERSON
IA
---------------------
CUSIP No. 44 8924 100
---------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LC Capital Management, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 0
WITH
8 SHARED VOTING POWER
4,714,457
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,714,457
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,714,457
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES|X|
Disclaims beneficial ownership for all purposes of the Common
Stock held by FMA, FRI or Providence (See Items 4 and 5(a))
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8% (See Item 5(a))
14 TYPE OF REPORTING PERSON
HC
---------------------
CUSIP No. 44 8924 100
---------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CL Investors, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 0
WITH
8 SHARED VOTING POWER
4,714,457
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,714,457
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,714,457
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES|X|
Disclaims beneficial ownership for all purposes of the Common
Stock held by FMA, FRI or Providence (See Items 4 and 5(a))
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8% (See Item 5(a))
14 TYPE OF REPORTING PERSON
HC
---------------------
CUSIP No. 44 8924 100
---------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
COLE Partners LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 0
WITH
8 SHARED VOTING POWER
108,500
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
108,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES|X|
Disclaims beneficial ownership for all purposes of the Common
Stock held by FMA, FRI or Providence (See Items 4 and 5(a))
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% (See Item 5(a))
14 TYPE OF REPORTING PERSON
HC
---------------------
CUSIP No. 44 8924 100
---------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Iridian Private Business Value Equity Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 0
WITH
8 SHARED VOTING POWER
108,500
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
108,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES|X|
Disclaims beneficial ownership for all purposes of the Common
Stock held by FMA, FRI or Providence (See Items 4 and 5(a))
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% (See Item 5(a))
14 TYPE OF REPORTING PERSON
PN
---------------------
CUSIP No. 44 8924 100
---------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David L. Cohen
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 0
WITH
8 SHARED VOTING POWER
4,807,457
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,807,457
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,807,457
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES|X|
Disclaims beneficial ownership for all purposes of the Common
Stock held by FMA, FRI or Providence (See Items 4 and 5(a))
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9% (See Item 5(a))
14 TYPE OF REPORTING PERSON
IN
---------------------
CUSIP No. 44 8924 100
---------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harold J. Levy
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 0
WITH
8 SHARED VOTING POWER
4,807,457
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,807,457
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,807,457
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES|X|
Disclaims beneficial ownership for all purposes of the Common
Stock held by FMA, FRI or Providence (See Items 4 and 5(a))
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9% (See Item 5(a))
14 TYPE OF REPORTING PERSON
IN
---------------------
CUSIP No. 44 8924 100
---------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Franklin Mutual Advisers, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 2,386,273
WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,386,273
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,386,273
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES|X|
Disclaims beneficial ownership for all purposes of the Common
Stock held by FMA, FRI or Providence (See Items 4 and 5(a))
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9% (See Item 5(a))
14 TYPE OF REPORTING PERSON
IA
Item 1. Security and Issuer.
This statement relates to the common stock, par value $0.01 per share
(the "Common Stock"), of ICN Pharmaceuticals, Inc., a Delaware corporation (the
"Issuer"), whose principal executive offices are located at 3300 Hyland Avenue,
Costa Mesa, California 92626.
Item 2. Identity and Background.
This statement is filed by the Iridian Reporting Persons and FMA (each
as defined below and collectively, the "Reporting Persons"). The Reporting
Persons have filed this statement jointly because on March 8, 2002 they reached
an agreement to consult with each other in connection with their respective
investments in the Common Stock (including in connection with the acquisition,
disposition and voting of such Common Stock) and with respect to the Issuer
generally and also to share certain expenses incurred by either of them in
connection with their respective investments in the Common Stock and their joint
efforts made to maximize the value thereof. See Item 6 below. As a result, the
Iridian Reporting Persons and FMA may be deemed to be a "group" for purposes of
Regulation 13D-G under the Act and each Reporting Person may thus be deemed to
possess "beneficial ownership" of all of the Common Stock owned by each other
Reporting Person. However, except as described in this statement, the Iridian
Reporting Persons, on the one hand, and FMA, on the other, have no agreements or
understandings between them relating to the acquisition, disposition, holding or
voting of the Common Stock held by them and each expressly disclaims beneficial
ownership for all purposes of the Common Stock held by the other.
(1) Iridian Reporting Persons.
Iridian Asset Management LLC ("Iridian"), LC Capital Management, LLC
("LC Capital"), CL Investors, Inc. ("CL Investors"), COLE Partners LLC ("COLE"),
Iridian Private Business Value Equity Fund, L.P. ("Iridian Private Business"),
David L. Cohen and Harold J. Levy (collectively, the "Iridian Reporting
Persons").
The principal business address of each of the Iridian Reporting
Persons is c/o Iridian Asset Management LLC, 276 Post Road West, Westport, CT
06880-4704.
Each of Iridian, LC Capital and COLE is a Delaware limited liability
company. CL Investors is a Delaware corporation. Iridian Private Business is a
Delaware limited partnership. Each of David L. Cohen and Harold J. Levy is a
citizen of the United States.
Iridian is an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940, and its principal business is managing a number
of accounts containing securities over which Iridian has voting and dispositive
power. Iridian is also the sole member of COLE.
The principal business of LC Capital is serving as the controlling
member of Iridian. The principal business of CL Investors is serving as the
controlling member of LC Capital. The principal business of COLE is serving as
the general partner of Iridian Private Business. The principal business of
Iridian Private Business is investing in securities. Iridian serves as the
investment adviser to Iridian Private Business. COLE, as the general partner of
Iridian Private Business, and Iridian, as the sole member of COLE and investment
adviser to Iridian Private Business, share voting and dispositive power over the
investments of Iridian Private Business.
Each of Messrs. Cohen and Levy owns 50% of the common stock of CL
Investors and, as his principal occupation, serves as a director of CL
Investors, as a manager and Principal of LC Capital and as a Principal and
portfolio manager of Iridian.
Each of Messrs. Cohen and Levy also serves as an employee of Arnhold &
S. Bleichroeder Advisers, Inc. ("A&SB Advisers"), an investment adviser
registered under the Investment Advisers Act of 1940. A&SB Advisers acts as the
investment adviser to First Eagle Fund of America, an open-end non-diversified
mutual fund ("First Eagle"), which is a separate series or portfolio of First
Eagle Trust, an investment company registered under the Investment Company Act
of 1940. To the Iridian Reporting Persons' knowledge, pursuant to the terms of
the investment advisory agreement between A&SB Advisers and First Eagle, A&SB
Advisors has the authority, for and in the name of First Eagle, to vote and to
dispose of securities owned by First Eagle. As employees of A&SB Advisers,
Messrs. Cohen and Levy perform A&SB's investment advisory duties and functions
with respect to First Eagle, including the exercise of voting and dispositive
power over securities held by First Eagle.
In addition to Messrs. Cohen and Levy, Jeffrey M. Elliott serves as a
director of CL Investors and as a manager of LC Capital. He also serves as
President, Treasurer and Secretary of CL Investors, as Executive Vice President
of LC Capital and as Executive Vice President and Chief Operating Officer of
Iridian, which constitutes his principal occupation. The principal business
address of Mr. Elliott is 276 Post Road West, Westport, Connecticut 06880-4704
and he is a citizen of the United States.
None of the Iridian Reporting Persons nor Mr. Elliott has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, Federal
or State securities laws or finding any violation with respect to such laws.
(2) FMA Reporting Persons.
Franklin Mutual Advisers, LLC ("FMA").
The principal business address of FMA is 51 John F. Kennedy Parkway
Short Hills, NJ 07078. FMA is an investment adviser registered with the U.S.
Securities and Exchange Commission and investment adviser to the Franklin Mutual
Series Fund Inc. FMA is a Delaware limited liability company.
The names, addresses, principal occupations and citizenship of each
executive officer and director and each controlling person, if any, of FMA are
set forth in Schedule I attached hereto.
Neither FMA nor, to the best of its knowledge, any of the persons
listed in Schedule I has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
(1) Iridian Reporting Persons.
The securities reported in Item 5 as beneficially owned by the Iridian
Reporting Persons were acquired as follows:
Accounts managed by Iridian (excluding Iridian Private Business)
purchased an aggregate of 4,605,957 shares of Common Stock for total
consideration (including brokerage commissions) of approximately $141.1 million
derived from the capital of the managed accounts.
Iridian Private Business purchased an aggregate of 108,500 shares of
Common Stock for a total consideration (including brokerage commissions) of
approximately $3.3 million derived from the capital of Iridian Private Business.
First Eagle purchased an aggregate of 93,000 shares of Common Stock
for total consideration (including brokerage commissions) of approximately $2.5
million derived from the capital of First Eagle.
(2) FMA Reporting Persons.
The securities reported in Item 5 as beneficially owned by FMA were
acquired with funds of approximately $67.7 million (including brokerage
commissions). All such funds were provided from investment capital of FMA's
respective advisory clients.
Item 4. Purpose of Transaction.
The Reporting Persons believe that the Common Stock trades, and has
for some time traded, at significant discounts to the intrinsic value of the
Issuer. They believe that one means to enhance the value of the Common Stock
would be to pursue a restructuring of the Issuer, similar to that announced by
the Issuer in October 2000, into three separate and wholly-independent
businesses, managed by separate, qualified management under the direction of
independent and responsible boards of directors with corporate governance
structures in place to enhance investor confidence and to ensure irreproachable
levels of accountability. The Reporting Persons invested in the Common Stock
following the Issuer's May 2001 annual meeting of shareholders in the belief
that the election at such meeting of three directors nominated by shareholders
of the Issuer following an election contest would result in the Issuer's
management and board of directors moving forward with alacrity to consummate
such a restructuring. The Reporting Persons have noted that in the nine months
since the Issuer's last annual meeting, not only has the restructuring not been
consummated but, in their view, only grudging and insufficient progress has been
made toward that particular goal or toward the general goal of enhancing the
value of the Common Stock.
Pursuant to the Shareholder Agreement (see Item 6 below), the
Reporting Persons have agreed to consult with each other in connection with
their respective investments in the Common Stock and with respect to the Issuer
generally and also to share certain expenses incurred by either of them in
connection with their respective investments in the Common Stock and their joint
efforts made to maximize the value thereof.
The Reporting Persons currently intend to evaluate and should they
determine to do so, to take measures to encourage vigorously the Issuer's
management and board of directors to consummate a restructuring in a
satisfactory manner and otherwise to take steps to enhance the value of the
Issuer. Such measures may include, without limitation, holding discussions with
the Issuer's management and/or directors, holding discussions with other
shareholders of the Issuer, nominating one or more persons for election to the
Issuer's board of directors and soliciting proxies for the election of such
nominees, and formulating plans or proposals regarding the business or
management of the Issuer and/or its subsidiaries (including one or more of the
actions or transactions described in paragraphs (a) through (j) of Item 4 of the
instructions to Schedule 13D).
Following their entering into the Shareholder Agreement on March 8,
2002, the Reporting Persons met and held discussions with certain of the
directors of the Issuer, including the chairman of the board, regarding their
views and the possibility that potential directors identified and sponsored by
the Reporting Persons could be elected to the Issuer's board of directors with
the concurrence and endorsement of the board. These discussions did not result
in any agreement or understanding with the Issuer. The Reporting Persons may
seek to have further discussions with the Issuer's directors and/or management
regarding similar or other proposals.
The Reporting Persons have retained Providence Capital, Inc. as their
financial advisor in connection with their respective investments in the Issuer
and their activities with respect to the Issuer described in this Item 4. The
Reporting Persons understand that, as of the date of this statement, Providence
Capital, Inc. (together with its affiliates, "Providence") beneficially owns in
the aggregate 149,000 shares of Common Stock, representing less than 1% of the
outstanding shares of Common Stock. The Reporting Persons have no agreement or
understanding with Providence regarding the acquisition, disposition, holding or
voting of the Common Stock and expressly disclaim for all purposes beneficial
ownership of the Common Stock held by Providence.
Except as set forth in this statement, none of the Reporting Persons
currently has any plans or proposals that relate to or that would result in any
of the actions or transactions described in paragraphs (a) through (j) of Item 4
of the instructions to Schedule 13D. The Reporting Persons may in the future
acquire additional Common Stock or other securities of the Issuer, in the open
market, in privately-negotiated purchases or otherwise and may also, depending
on then current circumstances, dispose of all or a portion of the Common Stock
beneficially owned by them in one or more transactions. Additionally, the
Reporting Persons reserve the right from time to time to formulate plans or
proposals regarding the Issuer or any of its securities and to carry out any of
the actions or transactions described in paragraphs (a) through (j) of Item 4 of
the instructions to Schedule 13D, to the extent deemed advisable by the
Reporting Persons.
Item 5. Interest in Securities of the Issuer.
(a), (b) As of the date of this statement, the Reporting Persons may
be deemed to beneficially own in the aggregate 7,193,730 shares of Common Stock,
representing 8.8% of the outstanding Common Stock (the percentage of shares of
Common Stock owned being based upon 81,543,552 shares of Common Stock
outstanding at November 7, 2001 as set forth in the Issuer's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2001). The Iridian Reporting
Persons, on the one hand, and FMA, on the other, each expressly disclaims
beneficial ownership for all purposes of the Common Stock held by the other.
(1) Iridian Reporting Persons.
The Iridian Reporting Persons may be deemed to have direct beneficial
ownership of shares of Common Stock as follows:
Name Number of Shares Percentage
---- ---------------- ----------
Iridian (1) 4,605,957 5.7%
First Eagle (2) 93,000 0.1%
Iridian Private Business 108,500 0.1%
(1) The shares of Common Stock set forth above for Iridian do not include the
shares of Common Stock held by Iridian Private Business.
(2) First Eagle has written 930 call options each for 100 shares of Common Stock
at a price per share of $2.20, exercisable at $35 per share, which expire
March 22, 2002.
Iridian has direct beneficial ownership of the shares of Common Stock
in the accounts which it manages. In addition, Iridian is the investment adviser
for Iridian Private Business. In such capacity, Iridian has the right to vote
and direct the disposition of shares of Common Stock held by such entities and,
consequently, has beneficial ownership of such shares.
LC Capital, as the controlling member of Iridian, may be deemed to
possess beneficial ownership of the shares of Common Stock beneficially owned by
Iridian. CL Investors, as the controlling member of LC Capital, may be deemed to
possess beneficial ownership of the shares of Common Stock beneficially owned by
LC Capital. Messrs. Cohen and Levy, as controlling stockholders of CL Investors,
may be deemed to possess beneficial ownership of shares of Common Stock
beneficially owned by CL Investors. Messrs. Cohen and Levy may also be deemed to
possess beneficial ownership of the shares of Common Stock beneficially owned by
Iridian by virtue of their service as Principals of Iridian, to possess
beneficial ownership of the shares of Common Stock beneficially owned by LC
Capital by virtue of their service as Principals and managers of LC Capital, and
to possess beneficial ownership of the shares of Common Stock beneficially owned
by CL Investors by virtue of the fact that they constitute a majority of CL
Investors' Board of Directors. Messrs. Cohen and Levy disclaim beneficial
ownership of such shares for all other purposes.
COLE, as the sole general partner of Iridian Private Business, may be
deemed to own beneficially shares of Common Stock of which Iridian Private
Business may be deemed to possess direct beneficial ownership. Iridian, as the
sole member of COLE, may be deemed to possess beneficial ownership of the shares
of Common Stock that are beneficially owned by COLE.
Iridian has the direct power to vote or direct the vote, and the
direct power to dispose or direct the disposition, of 4,605,957 shares of Common
Stock. LC Capital, CL Investors and Messrs. Cohen and Levy may be deemed to
share with Iridian the power to vote or direct the vote and to dispose or direct
the disposition of such shares.
Iridian has the direct power to vote or direct the vote, and the
direct power to dispose or direct the disposition, of the 108,500 shares of
Common Stock held by Iridian Private Business. COLE (in addition to LC Capital,
CL Investors and Messrs. Cohen and Levy) may be deemed to share with Iridian the
power to vote or direct the vote and to dispose or direct the disposition of
such shares.
Messrs. Cohen and Levy have the power to vote or direct the vote, and
the power to dispose or direct the disposition, of the 93,000 shares of Common
Stock held by First Eagle pursuant to their employment with A&SB Advisers
described in Item 2 of this statement (which description is incorporated hereby
by reference). By virtue of their ability to exercise voting and dispositive
power over the shares of Common Stock beneficially owned by First Eagle, Messrs.
Cohen and Levy, may be deemed to possess beneficial ownership of such shares.
Messrs. Cohen and Levy disclaim beneficial ownership of such shares for all
other purposes.
(2) FMA Reporting Persons.
One or more of FMA's advisory clients is the owner of 2,386,273 shares
of Common Stock. Investment advisory contracts with FMA's advisory clients grant
to FMA sole voting and investment discretion over the securities owned by its
advisory clients. Therefore, FMA may be deemed to be, for purposes of Regulation
13D-G under the Act, the beneficial owner of 2,386,273 shares, representing
approximately 2.93% of the outstanding shares of Common Stock.
FMA is an indirect wholly owned subsidiary of Franklin Resources, Inc.
("FRI"). Beneficial ownership by investment advisory subsidiaries and other
affiliates of FRI is being reported in conformity with the guidelines
articulated by the SEC staff in Release No. 34-39538 (January 12, 1998) relating
to organizations, such as FRI, where related entities exercise voting and
investment powers over the securities being reported independently from each
other. The voting and investment powers held by FMA are exercised independently
from FRI, and from all other investment advisor subsidiaries of FRI (FRI, its
affiliates and investment advisor subsidiaries other than FMA are collectively
referred to herein as "FRI affiliates"). Furthermore, FMA and FRI internal
policies and procedures establish informational barriers that prevent the flow
between FMA and the FRI affiliates of information that relates to the voting and
investment powers over the securities owned by their respective advisory
clients. Consequently, FMA and the FRI affiliates each report the securities
over which they hold investment and voting power separately from each other. FMA
believes, based upon publicly reported information in financial information
services, that other affiliates of FRI may be deemed to have beneficial
ownership of securities of the Issuer. No filing pursuant to Regulation 13D-G of
the Act has been made by such affiliates and FMA has no direct information in
this regard.
Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal
Shareholders") each own in excess of 10% of the outstanding Common Stock of FRI
and are the principal shareholders of FRI. However, FMA exercises voting and
investment powers on behalf of its advisory clients independently of FRI, the
Principal Shareholders, and their respective affiliates. Consequently,
beneficial ownership of the securities being reported by FMA is not attributed
to FRI, the Principal Shareholders, and their respective affiliates other than
FMA. FMA disclaims any economic interest or beneficial ownership in any of the
securities of the Issuer that may be beneficially owned by FRI or its other
affiliates. FRI disclaims any economic interest or beneficial ownership in any
of the securities of the Issuer covered by this statement.
Furthermore, FRI, the Principal Shareholders, and their respective
affiliates including FMA, are of the view that they are not acting as a "group"
for purposes of Section 13(d) under the Act and that they are not otherwise
required to attribute to each other the "beneficial ownership" of securities
held by any of them or by any persons or entities advised by FRI subsidiaries.
(c) Other than the transactions described in Schedules IIA and IIB of
this statement, none of the Reporting Persons, Jeffrey M. Elliott, nor, to the
best of their knowledge, any of the persons listed in Schedule I, have effected
any transactions in the Common Stock during the 60-day period preceding the date
this statement was filed.
(d) No person other than the Reporting Persons, Jeffrey M. Elliott and
the persons listed on Schedule I has any right to receive or the power to direct
the receipt of dividends from, or the proceeds of the sale of any of the Common
Stock beneficially owned by the Reporting Persons, except, in the case of the
Iridian Reporting Persons, that the dividends from, or proceeds from the sale
of, shares of Common Stock in each respective account managed by Iridian (or, in
the case of First Eagle, managed by Messrs. Cohen and Levy) will be delivered
into each such respective account, and, in the case of FMA, respective advisory
clients of FMA.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Iridian and FMA have entered into a letter agreement, dated March 8,
2002, relating to their respective investments in the Common Stock (the
"Shareholder Agreement"), pursuant to which they have agreed, among other
things, to file this statement jointly and to consult with each other prior to
any purchase or sale of Common Stock, prior to voting their respective holdings
of Common Stock on any matter subject to a shareholder vote and prior to
adopting any plans or proposals that relate to or that would result in any of
the actions or transactions described in paragraphs (a) through (j) of Item 4 of
the instructions to Schedule 13D. Iridian and FMA have also agreed to share
between themselves in the proportion provided for in the Shareholder Agreement
any expenses reasonably incurred by either of them in connection with their
respective investments in the Common Stock and their joint efforts made to
maximize the value thereof. Either party to the Shareholder Agreement may
terminate it at any time. The Shareholder Agreement is filed as Exhibit 1 to
this statement and is incorporated herein in its entirety by this reference. The
foregoing description of this document is a summary only, and is qualified in
its entirety by reference to such document.
Other than as described in this statement, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
Reporting Persons, Jeffrey M. Elliott or, to the best of their knowledge, any of
the persons listed in Schedule I, or between such persons and any other person
with respect to any securities of the Issuer, including but not limited to
transfer or voting of any of such securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies. In the case of the
Iridian Reporting Persons, Iridian receives a fee from each of its managed
accounts based upon the value of assets under management and, in certain cases,
a certain percentage of realized and unrealized profits, if any, derived from
the managed accounts' investments and Messrs. Cohen and Levy receive
compensation under their employment arrangements with A&SB Advisors based
indirectly upon the value of the assets of First Eagle under management by A&SB
Advisors. First Eagle wrote 930 call options each for 100 shares of Common Stock
at a price per share of $2.20, exercisable at $35 per share, which expire March
22, 2002.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Letter Agreement, dated March 8, 2002, between Iridian Asset
Management LLC and Franklin Mutual Advisers, LLC.
Exhibit 2 Joint Filing Agreement.
SIGNATURES
After reasonable inquiry, and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: March 13, 2002 IRIDIAN ASSET MANAGEMENT LLC
/s/ David L. Cohen
-------------------
By: David L. Cohen
Title: Principal
LC CAPITAL MANAGEMENT, LLC
/s/ David L. Cohen
-------------------
By: David L. Cohen
Title: Principal
CL INVESTORS, INC.
/s/ Jeffrey M. Elliott
-----------------------
By: Jeffrey M. Elliott
Title: President
COLE PARTNERS LLC
/s/ David L. Cohen
-------------------
By: David L. Cohen
Title: Principal
IRIDIAN PRIVATE BUSINESS VALUE
EQUITY FUND, L.P.
By: COLE Partners LLC,
General Partner
/s/ David L. Cohen
-------------------
By: David L. Cohen
Title: Principal
/s/ David L. Cohen
-------------------
David L. Cohen, individually
/s/ Harold J. Levy
-------------------
Harold J. Levy, individually
Date: March 13, 2002 FRANKLIN MUTUAL ADVISERS, LLC
/s/ David Winters
-------------------
By: David Winters
Title: President
SCHEDULE I
FMA
DIRECTORS AND EXECUTIVE OFFICERS
Each of the individuals named below is a citizen of the United
States with a principal business address as indicated below.
Name Principal Occupation and Address
---- --------------------------------
Peter A. Langerman Chief Executive Officer - Short Hills (1)
David Winters President - Short Hills (1)
Martin L. Flanagan Senior Vice President and Chief Financial Officer
- San Mateo (2)
Larry Sondike Senior Vice President - Short Hills (1)
Jeff Diamond Senior Vice President - Short Hills (1)
Susan Potto Senior Vice President - Short Hills (1)
Michael Embler Vice President - Short Hills (1)
Matthew Haynes Vice President - Short Hills (1)
Ephraim Karpel Vice President - Trading - Short Hills (1)
Andrea Kraszewski Vice President - Arbitrage - Short Hills (1)
Stuart Pistol Assistant Vice President - Short Hills (1)
Bradley Takahashi Assistant Vice President - Short Hills (1)
Charles R. Sims Treasurer - San Mateo (2)
Leslie M. Kratter Secretary - San Mateo (2)
(1) Franklin Mutual Advisers, LLC, 51 John F. Kennedy Parkway, Short Hills, NJ
07078. An investment adviser registered with the U.S. Securities and Exchange
Commission and investment adviser to the Franklin Mutual Series Fund Inc.
(2) Franklin Resources, Inc., One Franklin Parkway, San Mateo, CA 94403. Parent
Company of Franklin/Templeton Distributors, Inc. (the Parent Company of Franklin
Mutual Advisers, LLC) and a number of investment advisers and administrative
companies providing investment advice and administrative services to the
Franklin/Templeton Group of Funds, Franklin Mutual Series Fund Inc., managed
accounts and other investment products.
SCHEDULE IIA
IRIDIAN REPORTING PERSONS
TRANSACTIONS IN COMMON STOCK
Unless otherwise indicated, each of the transactions described below
was a purchase (sale) of Common Stock for cash on the New York Stock Exchange.
Iridian Asset Management LLC
----------------------------
Date Number of Shares Price per Share (1)
---- ---------------- -------------------
January 15, 2002 (1,300) $31.0000
January 15, 2002 (1,000) $30.8500
January 16, 2002 (15,900) (2) $31.5100
January 22, 2002 (7,000) (2) $29.8900
January 28, 2002 (25,300) (2) $31.3200
January 28, 2002 2,600 $31.7900
February 25, 2002 (4,100) $29.4985
March 4, 2002 (8,900) $28.4500
(1) Price excludes commission.
(2) Delivered out of a client account in lieu of cash.
First Eagle Fund of America
---------------------------
January 3, 2002 wrote 930 call options each for 100 shares of Common Stock
at a price per share of $2.20, exercisable at $35 per share,
which expire March 22, 2002.
SCHEDULE IIB
FMA
TRANSACTIONS IN COMMON STOCK
Unless otherwise indicated, each of the transactions described below
was a purchase of Common Stock for cash on the New York Stock Exchange.
Date Number of Shares Price per Share (1)
---- ---------------- -------------------
January 30, 2002 10,000 $30.5900
February 1, 2002 313 $31.9100
February 1, 2002 4,900 $31.9265
February 4, 2002 90,400 $29.9628
February 5, 2002 1,100 $29.2500
February 6, 2002 90,200 $29.1797
February 7, 2002 50,000 $27.8360
February 12, 2002 12,500 $29.5364
February 19, 2002 3,550 $28.9453
February 20, 2002 3,570 $29.6946
February 21, 2002 11,600 $30.0148
February 22, 2002 225,000 $29.8143
February 25, 2002 175,000 $29.8067
(1) Price includes commission.