SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
(Amendment #4)
ICN Pharmaceuticals, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share ("Shares")
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(Title of Class of Securities)
44 8924 100
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(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)
June 27, 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. (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 7 Pages)
This Amendment No. 4 (this "Amendment") amends and supplements the Schedule
13D filed on March 13, 2002, of the Reporting Persons, as amended by Amendment
No. 1 thereto, filed on March 25, 2002, Amendment No. 2 thereto, filed April 9,
2002 and Amendment No. 3 thereto, filed on June 17, 2002, with respect to the
common stock, par value $0.01 per share (the "Common Stock"), of ICN
Pharmaceuticals, Inc., a Delaware corporation (the "Issuer") (such Statement on
Schedule 13D as amended, the "Schedule 13D"). All capitalized terms used in this
Amendment and not otherwise defined herein have the meanings ascribed to such
terms in the Schedule 13D.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended to add the following:
On June 27, 2002 Iridian and FMA terminated the Shareholder Agreement and
as a result the Iridian Reporting Persons and FMA may no longer by deemed to be
a "group" for purposes of Regulation 13D-G under the Act. FMA and the Iridian
Reporting Persons therefore may no longer be deemed to possess "beneficial
ownership" of the Common Stock owned by the other. Iridian and FMA have agreed
that the Joint Filing Agreement, Exhibit 2 to the original statement on Schedule
13D filed on March 13, 2002, is to be terminated effective immediately after the
filing of this Amendment. After the date hereof, FMA and the Iridian Reporting
Persons shall no longer make joint filings on this Schedule 13D with respect to
the equity securities of the Issuer, but each shall independently make such
filings as they may be required to make in accordance with Regulation 13D-G
under the Act.
Item 5. Interest in Securities of the Issuer.
Section (c) of Item 5 of the Schedule 13D is amended to read in its
entirety as follows:
(c) Other than the transactions described in Schedule IIA 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 since Amendment No. 3 to the Schedule 13D was
filed on June 17, 2002.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended by adding the following:
On June 27, 2002, Iridian and FMA terminated the Shareholder Agreement
pursuant to a letter agreement filed as Exhibit 3 to this Amendment, which
letter agreement is incorporated herein in its entirety by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is amended to read in its entirety as follows:
Exhibit 1* Letter Agreement, dated March 8, 2002, between Iridian
Asset Management LLC and
Franklin Mutual Advisers, LLC.
Exhibit 2* Joint Filing Agreement.
Exhibit 3 Letter Agreement, dated June 27, 2002, between Iridian
Asset Management LLC and Franklin Mutual Advisers, LLC
terminating the Shareholders Agreement.
* Previously filed.
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: June 27, 2002 IRIDIAN ASSET MANAGEMENT LLC
/s/ David L. Cohen
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By: David L. Cohen
Title: Principal
LC CAPITAL MANAGEMENT, LLC
/s/ David L. Cohen
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By: David L. Cohen
Title: Principal
CL INVESTORS, INC.
/s/ Jeffrey M. Elliott
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By: Jeffrey M. Elliott
Title: President
COLE PARTNERS LLC
/s/ David L. Cohen
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By: David L. Cohen
Title: Principal
IRIDIAN PRIVATE BUSINESS VALUE
EQUITY FUND, L.P.
By: COLE Partners LLC, General
Partner
/s/ David L. Cohen
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By: David L. Cohen
Title: Principal
/s/ David L. Cohen
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David L. Cohen, individually
/s/ Harold J. Levy
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Harold J. Levy, individually
Date: June 27, 2002 FRANKLIN MUTUAL ADVISERS, LLC
/s/ Bradley Takahashi
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By: Bradley Takahashi
Title: Vice President
SCHEDULE IIA
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)
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June 20, 2002 162,600 $25.3805
June 25, 2002 75,000 $24.1235
June 26, 2002 150,000 $23.4606
June 26, 2002 128,000 $23.3915
(1) Price includes commission.