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)
(Amendment #2)
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)
April 9, 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 17 Pages)
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CUSIP No. 13D8924 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 0
EACH REPORTING PERSON
WITH 8 SHARED VOTING POWER
4,714,557
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,714,557
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,714,557
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)
5.7% (See Item 5(a))
14 TYPE OF REPORTING PERSON
IA
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CUSIP No. 13D8924 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 0
EACH REPORTING PERSON
WITH 8 SHARED VOTING POWER
4,714,557
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,714,557
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,714,557
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)
5.7% (See Item 5(a))
14 TYPE OF REPORTING PERSON
HC
-------------------------
CUSIP No. 13D8924 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 0
EACH REPORTING PERSON
WITH 8 SHARED VOTING POWER
4,714,557
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,714,557
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,714,557
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)
5.7% (See Item 5(a))
14 TYPE OF REPORTING PERSON
HC
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CUSIP No. 13D8924 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 0
EACH REPORTING PERSON
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
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CUSIP No. 13D8924 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 0
EACH REPORTING PERSON
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
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CUSIP No. 13D8924 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 0
EACH REPORTING PERSON
WITH 8 SHARED VOTING POWER
4,807,557
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,807,557
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,807,557
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
IN
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CUSIP No. 13D8924 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 0
EACH REPORTING PERSON
WITH 8 SHARED VOTING POWER
4,807,557
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,807,557
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,807,557
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
IN
-------------------------
CUSIP No. 13D8924 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 3,346,973
EACH REPORTING PERSON
WITH 8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,346,973
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,346,973
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)
4.0% (See Item 5(a))
14 TYPE OF REPORTING PERSON
IA
This Amendment No. 2 (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, 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 3. Source and Amount of Funds or Other Consideration.
------ -------------------------------------------------
Item 3 of the Schedule 13D is amended to read in its entirety as
follows:
(1) Iridian Reporting Persons.
The securities reported in Item 5 as beneficially owned by the Iridian
Reporting Persons were acquired as follows:
Iridian purchased 100 shares of Common Stock for total consideration
(including brokerage commissions) of $3,287.95 derived from the capital of
Iridian.
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 $98 million (including brokerage
commissions). All such funds were provided from investment capital of FMA's
respective advisory clients.
Item 4. Purpose of Transaction.
------ ----------------------
Item 4 of the Schedule 13D is hereby amended by adding the following:
On Tuesday, April 9, 2002, Iridian and FMA delivered to members of the
Issuer's board of directors the letter filed as Exhibit 3 to this Amendment.
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
Item 5 of the Schedule 13D is amended to read in its entirety as
follows:
(a), (b) As of the date of this statement, the Reporting Persons may
be deemed to beneficially own in the aggregate 8,154,530 shares of Common Stock,
representing 9.9% of the outstanding Common Stock (the percentage of shares of
Common Stock owned being based upon 82,677,075 shares of Common Stock
outstanding at March 21, 2002 as set forth in the Issuer's Annual Report on Form
10-K for the year ended December 31, 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) 4,606,057 5.6%
First Eagle 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.
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 4,606,057 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 3,346,973 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 3,346,973 shares, representing
approximately 4.0% 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 since Amendment No. 1 to this Schedule 13D
was filed on March 25, 2002.
(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.
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: April 9, 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: April 9, 2002 FRANKLIN MUTUAL ADVISERS, LLC
/s/ Bradley Takahashi
-----------------------
By: Bradley Takahashi
Title: Assistant Vice President
SCHEDULE IIA
IRIDIAN REPORTING PERSONS
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.
Iridian Asset Management LLC
----------------------------
Date Number of Shares Price per Share (1)
---- ---------------- -------------------
March 26, 2002 100 $32.48
(1) Price excludes commission.
First Eagle Fund of America
---------------------------
March 22, 2002 930 unexercised call options written by First Eagle Fund of
America on January 3, 2002, each for 100 shares of Common Stock
at a price per share of $2.20, exercisable at $35 per share,
expired.
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)
---- ---------------- -------------------
March 25, 2002 107,000 $31.6848
March 25, 2002 700 $31.5800
March 26, 2002 230,000 $32.3128
March 27, 2002 250,000 $32.3953
March 27, 2002 4,600 $32.4700
April 3, 2002 103,500 $30.2556
April 3, 2002 1,500 $30.2400
April 8, 2002 1,300 $29.2880
April 9, 2002 262,100 $30.3650
(1) Price includes commission.