ICN PHARMACEUTICALS INC
8-K, 1999-07-21
PHARMACEUTICAL PREPARATIONS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


         Date of Report (Date of earliest event reported): JULY 7, 1999
                                                           ------------


                            ICN Pharmaceuticals, Inc.
                            -------------------------
             (Exact Name of Registrant as Specified in its Charter)


DELAWARE                              001-11397                       33-0628076
- --------------                        ---------                       ----------
(State or Other Jurisdiction         (Commission                   (IRS Employer
of Incorporation)                    File Number)            Identification No.)


3300 Hyland Avenue
Costa Mesa, California                                                     92626
- ----------------------                                                    ------
(Address of Principal Executive Offices)                              (Zip Code)

Registrant's telephone number, including area code:               (714) 545-0100
                                                                  --------------


                                       N/A
     -----------------------------------------------------------------------
         (Former name or former address, if changed since last report)




<PAGE>




Item 5. Other Events

         On July 7, 1999, the Registrant issued a press release  announcing that
it intends to issue $100 million of Senior Notes through a private placement. On
July 20, 1999, the Registrant completed the private placement of $125 million of
Senior Notes.






<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                   ICN Pharmaceuticals, Inc.


                                   By:      /s/ David C. Watt
                                            -----------------------------
                                            David C. Watt
                                            Executive Vice President,
                                            General Counsel and
                                            Secretary


Date: July 21, 1999


<PAGE>


                                  EXHIBIT INDEX

Exhibit Number   Description
- --------------   -----------

99.1             Text of Press Release issued by the Registrant on July 7, 1999.


ICN Pharmaceuticals Announces Proposed $100 Million
Debt Offering

NEW YORK, July 7 -- ICN Pharmaceuticals, Inc. (NYSE: ICN - news) today announced
that it intends to issue an  additional  $100 million of its 8-3/4% Senior Notes
due 2008 through a private  placement.  It is expected that the transaction will
close in July of this year.  ICN intends to utilize the proceeds of the offering
for general corporate purposes  including  refinancing of existing corporate and
subsidiary  debt, and  acquisitions.  The notes will not be registered under the
Securities  Act and may not be  offered  or  sold in the  United  States  absent
registration or an applicable  exemption from  registration  requirements.  This
announcement  is neither an offer to sell nor a solicitation  of an offer to buy
these securities. ICN manufactures and markets a broad range of prescription and
non-prescription  pharmaceuticals and biotechnology research products in over 90
countries.  The company employs some 13,000 people worldwide. ICN has operations
in North and Latin America, Western, Central and Eastern Europe, and the Pacific
Rim countries. Additional information is also available on the corporate website
at http://www.icnpharm.com.
- -----------------------
THE 'SAFE HARBOR' STATEMENT UNDER THE PRIVATE  SECURITIES  LITIGATION REFORM ACT
OF 1995.  This press release  contains  forward-looking  statements that involve
risks and  uncertainties  including,  but not limited to,  projections of future
sales,  operating  income,  returns  on  invested  assets,  regulatory  approval
processes,  financial impact of devaluations,  the progress of FDA reviews,  and
other risks detailed from time to time in the Company's  Securities and Exchange
Commission filings.








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