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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N/A
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Following is the text of two press releases issued by ICN Pharmaceuticals,
Inc. on April 3, 2002:
Investors: Media:
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Joseph Schepers Peter Murphy
(212) 754-4422 714-545-0100, ext. 3213
ICN PHARMACEUTICALS ELECTS
FORMER SEC CHIEF
RODERICK HILLS TO BOARD OF DIRECTORS
Costa Mesa, Calif. April 3, 2002--ICN Pharmaceuticals, Inc. (NYSE:ICN)
announced today that its board of directors unanimously elected Roderick
Hills to serve an unexpired term until 2003.
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 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. 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.
"I am delighted that our board has elected Rod Hills," said Milan
Panic, chairman and chief executive officer of ICN. "He is public figure of
true national distinction, his experience in the governance of corporations
and in the stewardship of America's securities laws is extensive and
impressive, and he is a truly independent director." Panic added that Hills
would be the third former chairman of the SEC to serve on the ICN board.
The others were Harold Williams and Manny Cohen.
Hills attended Stanford and Stanford Law School, and is married to
Carla Hills, former U.S. Trade Representative.
ICN recently announced record 2001 revenues and pre-tax income and
record fourth quarter revenues and operating income.
ICN, headquartered in Costa Mesa, California, is an innovative
research-based company. Its therapeutic focus is in anti-infectives,
including anti-virals, dermatology and oncology. Ribavirin, Levovirin and
Viramidine were discovered in ICN laboratories. Additional information is
also available on the Company's website at www.icnpharm.com.
ICN stockholders are strongly advised to read the proxy statement relating
to ICN's 2002 annual meeting of stockholders when it becomes available, as
it will contain important information. Stockholders will be able to obtain
this proxy statement, any amendments to the proxy statement and other
documents filed by ICN with the Securities and Exchange Commission for free
at the Internet website maintained by the Securities and Exchange
Commission at www.sec.gov. In addition, ICN will mail the proxy statement
to each stockholder of record on the record date to be established for the
stockholders meeting. ICN will also make additional copies of the proxy
statement and any amendments to the proxy statement available for free to
ICN's stockholders. Please direct your request for the 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 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
Schedule 14A filed by ICN with the Securities and Exchange Commission on
March 25, 2002.
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Investors: Media:
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Joseph Schepers Peter Murphy
(212) 754-4422 714-545-0100, ext. 3213
ICN PHARMACEUTICALS REAFFIRMS INDEPENDENT ROLE OF
NOMINATING COMMITTEE
Costa Mesa, CA, April 3, 2002 -- ICN Pharmaceuticals, Inc. (NYSE: ICN)
responded today to what an ICN spokesman called the disingenuous statements
made today about its independent nominating committee by two institutional
shareholders.
The terms of several members of the ICN board of directors expire in May
2002. ICN established an independent nominating committee by unanimous
board vote on March 13, 2002, as part of its process to nominate persons to
fill these board positions. This action was taken ten days before Iridian
Asset Management and Franklin Mutual Advisors informed ICN that they
propose to nominate three persons for election to the ICN board. The ICN
Nomination Committee consists of independent directors Ronald Fogleman as
chair, Edward Burkhardt and Norman Barker.
"It is disingenuous to claim that any choice to be made is between a
shareholder slate and a management slate, when there are only two
shareholders involved in this group and the company's nominating committee
is a creation of the board of directors, not of management," said ICN
spokesman Alan Charles. "This would thwart the nominating process and would
place our stockholders at risk at a time when the company's performance is
at its best and our restructuring is in process. Their action is just an
attempt to undermine a fair and democratic corporate governance procedure
of the sort that this group claims it wanted. I don't think they can have
it both ways."
For the year 2001, ICN posted record full year revenues of $858
million and record full year pre-tax income of $144 million. Year over year
from March 2001 through March 2002 ICN outperformed the drug industry by
42%.
ICN, headquartered in Costa Mesa, California, is an innovative
research-based company. Its therapeutic focus is in anti-infectives,
including anti-virals, dermatology, and oncology.
Additional information is also available on the Company's website at
http://www.icnpharm.com.
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ICN stockholders are strongly advised to read the proxy statement
relating to ICN's 2002 annual meeting of stockholders when it becomes
available, as it will contain important information. Stockholders will be
able to obtain this proxy statement, any amendments to the proxy statement
and other documents filed by ICN with the Securities and Exchange
Commission for free at the Internet website maintained by the Securities
and Exchange Commission at www.sec.gov. In addition, ICN will mail the
proxy statement to each stockholder of record on the record date to be
established for the stockholders meeting. ICN will also make additional
copies of the proxy statement and any amendments to the proxy statement
available for free to ICN's stockholders. Please direct your request for
the 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 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
Schedule 14A filed by ICN with the Securities and Exchange Commission on
March 25, 2002.
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