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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[x] Definitive Additional Materials
[ ] Soliciting Material Pursuant to SS240.14a-11(c) or SS240.14a-12
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ICN PHARMACEUTICALS, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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RAFI M. KHAN
(NAME OF PERSON(S) FILING PROXY STATEMENT)
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Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11.1
(4) Proposed maximum aggregate value of transaction:
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1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
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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.
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(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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AN IMPORTANT MESSAGE TO ICN STOCKHOLDERS
January 17, 1994
Dear Fellow Stockholders of
ICN PHARMACEUTICALS, INC.
Over the past few months, a great deal of your money has been spent by
ICN's management trying to divert your attention from the real issues
confronting our company by making vicious personal attacks on me and alleging
that some of you formed a group with me to take over our company.
The fact is that I have never been charged by or paid fines to any
securities regulatory authority in any part of the world. In contrast, Milan
Panic and ICN have been the subject of, and paid fines in settlement of,
lawsuits and governmental proceedings. As for the group allegations, those of
you who are alleged to be part of the group know as well as I do that such
allegations are groundless.
As you know, people invest in, and brokerage houses follow, companies with
managements that they believe in and trust. In my experience, I have found that
belief and trust can by themselves be the difference between a languishing share
price and the robust share price of a stock that enjoys good solid institutional
support. Unfortunately, it is very difficult to reestablish belief and trust
after they have been eroded in a company's management over a prolonged period.
The statements and actions of Panic over the last thirty years have
resulted in an erosion of any belief and trust in the management of ICN that may
have existed, resulting in only limited coverage of ICN and its subsidiaries by
brokerage houses and a very low level of institutional support for these stocks.
To enhance stockholder value, these issues have to be addressed.
My solution would be to remove Panic and replace him with an individual who
is respected in the securities industry by reason of his proven track record of
enhancing stockholder value. I believe this step will revive the interest of the
investment community in our company.
I ask you: Is there any agenda that will on a long-term basis maximize your
stock's value other than the introduction of a new CEO who has the respect and
trust of the investment community?
I have repeatedly stated that if I become a director or officer of ICN, I
will not accept any salary, director's fees, stock options, or other payments or
compensation from ICN, except reimbursement for the costs incurred in connection
with the proxy solicitation and the related consent solicitation and for
reasonable expenses incurred by me in connection with the business of ICN. I
don't know how I can better display my sincerity than with this statement.
These are the facts. I urge all ICN stockholders to focus on the facts and
support me by voting the GREEN proxy cards. Even if you have previously voted
the blue proxy card you can still change your vote by voting the GREEN proxy
card. Since the ICN annual meeting is scheduled for February 1, 1994, it is
urgent that you vote the GREEN proxy card as soon as possible.
If you have any questions, please call me at 1-800-800-0504.
Sincerely,
RAFI M. KHAN
