SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant |_|
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[ ] Soliciting Material Pursuant
to Section 240.14a-11(c) or
Section 240.14a-12
ICN PHARMACEUTICALS, INC.
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(Name of Registrant as Specified in its Charter)
Iridian Asset Management LLC
and
Franklin Mutual Advisers, LLC
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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The following is the full text of the three letters sent by Edward A. Burkhardt,
General Ronald R. Fogleman and Steven J. Lee, respectively, to Iridian Asset
Management LLC ("Iridian") and Franklin Mutual Advisers, LLC ("FMA") referred to
in the press release issued May 21, 2002 by Iridian and FMA.
Edward A. Burkhardt
573 Earlston Road
Kenilworth, IL 60043
April 30, 2002
David L. Cohen
Principal
Iridian Asset Management LLC
276 Post Road West
Westport CT 06880-4704
Timothy Rankin
Assistant Portfolio Manager
Franklin Mutual Advisers, LLC
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
Dear David and Tim,
I've read Iridian and FMA's proxy statement with great interest and
considered the issues you've raised in the proxy statement and in our
conversations. I've also taken the opportunity to refresh my recollection of the
issues raised in the proxy contest last year which resulted in my election to
the ICN board.
I want you to know that, consistent with my views regarding the issues
raised in the proxy contest last year which resulted in my election to the ICN
board, I fully support your efforts to add three more highly-qualified
shareholder-nominated directors, Rich Koppes, Rob O'Leary and Randy Thurman, to
the ICN board. I look forward to serving with them.
I also want to assure you that, as a shareholder of ICN, I intend to
vote all of my shares of ICN for the election of each of them. I'll be sending
in my executed proxy.
Sincerely,
/s/ Edward A. Burkhardt
--------------------------
Edward A. Burkhardt
cc: Richard H. Koppes
Randy Thurman
Robert O'Leary
General Ronald R. Fogleman
406 Snowcap Lane
Durango, CO 81303
April 30, 2002
David L. Cohen
Principal
Iridian Asset Management LLC
276 Post Road West
Westport CT 06880-4704
Timothy Rankin
Assistant Portfolio Manager
Franklin Mutual Advisers, LLC
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
Dear David and Tim,
I've read Iridian and FMA's proxy statement with great interest and
considered the issues you've raised in the proxy statement and in our
conversations. I've also taken the opportunity to refresh my recollection of the
issues raised in the proxy contest last year which resulted in my election to
the ICN board.
I want you to know that, consistent with my views regarding the issues
raised in the proxy contest last year which resulted in my election to the ICN
board, I fully support your efforts to add three highly-qualified
shareholder-nominated directors, Rich Koppes, Rob O'Leary and Randy Thurman, to
the ICN board. I look forward to serving with them if they are elected.
Sincerely,
/s/ Ronald R. Fogleman
--------------------------
Ronald R. Fogleman
cc: Richard H. Koppes
Randy Thurman
Robert O'Leary
Steven J. Lee
112 Farm Road
Sherborn, MA 01770
April 30, 2002
David L. Cohen
Principal
Iridian Asset Management LLC
276 Post Road West
Westport CT 06880-4704
Timothy Rankin
Assistant Portfolio Manager
Franklin Mutual Advisers, LLC
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
Dear David and Tim,
I've read Iridian and FMA's proxy statement with great interest and
considered the issues you've raised in the proxy statement and in our
conversations. I've also taken the opportunity to refresh my recollection of the
issues raised in the proxy contest last year which resulted in my election to
the ICN board.
I want you to know that, consistent with my views regarding the issues
raised in the proxy contest last year which resulted in my election to the ICN
board, I fully support your efforts to add three more highly-qualified
shareholder-nominated directors, Rich Koppes, Rob O'Leary and Randy Thurman, to
the ICN board. I look forward to serving with them.
I also want to assure you that, as a shareholder of ICN, I intend to
vote all of my shares of ICN for the election of each of them. I'll be sending
in my executed proxy.
Sincerely,
/s/ Steven J. Lee
--------------------------
Steven J. Lee
cc: Richard H. Koppes
Randy Thurman
Robert O'Leary