SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. _____)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only (as permitted
[ ] Definitive Proxy Statement by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[X] Soliciting Material Under Rule 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 the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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The following is the text of a press release issued by Iridian Asset Management
LLC and Franklin Mutual Advisers, LLC on April 15, 2002.
FROM: Iridian Asset Management LLC
Franklin Mutual Advisers, LLC
Letter to ICN Pharmaceuticals, Inc. From
Iridian Asset Management LLC and Franklin Mutual Advisers, LLC
Westport, CT and Short Hills, NJ. April 15, 2002. Iridian Asset
Management LLC and Franklin Mutual Advisers, LLC, the investment manager for
Franklin Mutual Series Fund Inc., released the text, set forth below, of the
letter they sent today to Alan Charles, Executive Vice President of ICN
Pharmacuticals, Inc. (NYSE: ICN).
"Dear Alan:"
"We have read ICN's April 8th press release `ICN Pharmaceuticals Attacks
Rival Proxy Filing As Counterproductive to Restructuring Progress,' and
are writing to correct certain inaccurate statements you make in it."
"You state that we have `refused' to discuss with ICN's recently-formed
nominating committee our nominees for election to ICN's board. This
statement is simply false. In fact, we and all of our nominees
participated in a meeting with the committee's members on April 2, in
Chicago. This meeting was organized by us expressly for the purpose of
introducing our nominees. At a meeting held the same day, the committee
determined that all of our nominees were `qualified' - precisely the same
determination that the committee came to with regard to Mr. Roderick
Hills. We understand from several ICN directors that this report by the
nominating committee was presented to, and accepted by, the full Board of
ICN."
"Additionally, your release states that we `claim' that the Ribapharm IPO
`was timed in anticipation of a contest' and that `the ICN International
business should have been separated first.' We have made no such claims,
as you would learn if you read our proxy materials with any care."
"Finally, we find quite remarkable the conclusion you draw regarding our
intent: `...it is clear that this opposition slate was filed to disrupt
the progress of the very restructuring that shareholders want.' Only the
most jaundiced eye could arrive at a conclusion so directly in conflict
with the basic premise on which our proxy materials and public statements
are so clearly based."
"Sincerely,"
Iridian is an SEC-registered investment adviser located in Westport,
CT. Iridian manages approximately $11 billion for institutional clients, pension
funds, charitable foundations and endowments, and invests primarily in mid-cap
and large-cap U.S. equities.
Franklin Mutual Advisers, LLC is a subsidiary of Franklin Resources,
Inc. [NYSE:BEN], a global investment organization operating as Franklin
Templeton Investments. Franklin Templeton provides global and domestic
investment management services through its Franklin, Templeton, Mutual Series
and Fiduciary Trust subsidiaries. The San Mateo, CA-based company has over 50
years of investment experience and more than $266 billion in assets under
management as of February 28, 2002. For more information, please call 1-800/DIAL
BEN(R) or visit franklintempleton.com.
Contact: For Press: For Shareholders and Institutions:
Hedda Nadler Mackenzie Partners, Inc.
Mount & Nadler Tel: Call Collect: (212) 929-5500
Tel: (212) 759-4440 Toll Free: (800) 322-2885
In connection with the solicitation of proxies with respect to the 2002 annual
meeting of stockholders of ICN Pharmaceuticals, Inc. ("ICN"), Iridian Asset
Management LLC ("Iridian") and Franklin Mutual Advisers, LLC ("FMA") have filed
with the Securities and Exchange Commission (the "SEC") a preliminary proxy
statement, and will file with the SEC and will furnish to security holders of
ICN a definitive proxy statement. Security holders are advised to read the proxy
statement, when it becomes available, as it will contain important information.
Security holders may obtain a free copy of the preliminary proxy statement, and
will be able to obtain a free copy of the definitive proxy statement (when
available) and other relevant documents filed with the SEC from the SEC website
at www.sec.gov. Iridian and FMA also will provide to security holders of ICN a
free copy of the definitive proxy statement when available.
Information concerning Iridian, FMA and certain of the executive officers,
directors and affiliates of Iridian and FMA , as well as Richard H. Koppes,
Robert W. O'Leary and Randy H. Thurman, Iridian's and FMA's proposed nominees
for election, each of whom may be deemed to be a participant in a solicitation
by Iridian and FMA of proxies with respect to ICN's 2002 annual meeting,
including a description of their direct and indirect interests, by security
holdings or otherwise, in the matters to be acted upon at the 2002 annual
meeting, may be found in a preliminary proxy statement filed with the SEC by
Iridian and FMA on April 8, 2002. Copies of this preliminary proxy statement are
available from the SEC website at www.sec.gov.