- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 1-11397
-------
ICN PHARMACEUTICALS, INC.
-------------------------
(Exact name of registrant as specified in its charter)
Delaware 33-0628076
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3300 Hyland Avenue
Costa Mesa, California 92626
----------------------------------------
(Address of principal executive offices)
(Zip Code)
(714) 545-0100
----------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
The number of outstanding shares of the registrant's Common Stock, $.01
par value, as of November 12, 1998 was 76,514,277.
- --------------------------------------------------------------------------------
<PAGE>
ICN PHARMACEUTICALS, INC.
ICN Pharmaceuticals, Inc. (the "Company") hereby amends its Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 1998 by deleting its
responses to Part II, Items 5 and 6 contained in its original filing, and
replacing such sections with the following:
PART II - OTHER INFORMATION
Item 5. OTHER INFORMATION
Acquisition or Disposition of Assets
In November 1998, the Company completed the acquisition of the worldwide rights
(except India) to four products from F. Hoffmann-La Roche Ltd ("Roche"). The
products include Dalmadorm, a sleep disorder drug; Fluoro-Uracil, an oncology
product: Librax, a treatment for gastrointestinal disorders; and Mogadon, a
sleep disorder drug also used to treat epilepsy. Aggregate consideration for the
products was $178,800,000, paid in a combination of $89,400,000 cash and
2,883,871 shares of the Company's common stock, valued at $89,400,000. Under the
terms of the Company's agreement with Roche, the Company has guaranteed to Roche
a per share price initially at $31.00, increasing at a rate of 6% per annum
through December 31, 2000. Should Roche sell any of the shares prior to December
31, 2000, the Company is entitled to one-half of any proceeds realized by Roche
in excess of the guaranteed price. Should the market price of the Company's
common stock be below the guaranteed price at the end of the guarantee period,
the Company will be required to satisfy the aggregate guarantee amount by
payment to Roche in cash or, in certain circumstances, in additional shares of
the Company's common stock. The cash portion of the purchase price was paid
using the Company's existing cash, including a portion of the proceeds of the
August 1998 private placement of $200,000,000 of its 8-3/4% Senior Notes due
2008.
Roche marketed the pharmaceutical products internationally. The Company intends
to use the acquired assets for the same purposes. The Asset Purchase Agreement
dated October 2, 1998 by and between F. Hoffmann - La Roche Ltd and ICN Puerto
Rico, Inc. have been previously filed as an exhibit to this Form 10-Q Quarterly
Report.
<PAGE>
Financial statements of business acquired
The following financial statements relating to the acquired products are
included in this report:
Special-Purpose Financial Statements of F. Hoffmann-La Roche Ltd
Report of Independent Accountants
Statement of Net Sales and Product Contribution for the year
ended December 31, 1997
Notes to the Statement of Net Sales and Product Contribution
Unaudited Interim Special-Purpose Financial Statements of F.
Hoffmann-La Roche Ltd
Unaudited Interim Statement of Net Sales and Product
Contribution for the nine months ended September 30, 1998
Notes to the Unaudited Statement of Net Sales and Product
Contribution
Pro forma financial information
The following pro forma financial statements are included in this report:
Unaudited Pro Forma Combined Condensed Statements of Income for
the nine months ended September 30, 1998
Unaudited Pro Forma Combined Condensed Statements of Income for
the year ended December 31, 1997
Unaudited Pro Forma Combined Condensed Balance Sheet as of
September 30, 1998
Notes to Unaudited Pro Forma Combined Condensed Financial
Statements
<PAGE>
F. Hoffmann-La Roche Ltd
Special Purpose Statement
December 31, 1997
<PAGE>
F. Hoffmann-La Roche Ltd
Index to Special Purpose Statement
- --------------------------------------------------------------------------------
Page
----
Report of Independent Accountant 1
Statement of Net Sales and Product Contribution 2
Notes to the Special Purpose Statement 3-4
<PAGE>
Report of Independent Accountants
To The Board of Directors
of F. Hoffmann-La Roche Ltd
We have audited the accompanying consolidated special purpose statement of net
sales and product contribution of certain products (the "Products") as described
in Note 1, of F. Hoffmann-La Roche Ltd and its affiliates for the year ended
December 31, 1997. This special purpose statement is the responsibility of the
Company's management. Our responsibility is to express an opinion on this
special purpose statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the special purpose statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall special purpose statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
The accompanying special purpose statement was prepared for the purpose of
complying with the rules and regulations of the Securities and Exchange
Commission to reflect the net sales and product contribution attributable to the
Products described in Note 1 and is not intended to be a complete presentation
of the Products' expenses and contribution.
In our opinion, the consolidated special purpose statement of net sales and
product contribution audited by us presents fairly, in all material respects,
the net sales and product contribution of the Products of F. Hoffmann-La Roche
Ltd and its affiliates for the year ended December 31, 1997, in conformity with
generally accepted accounting principles.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Florham Park, New Jersey
January 15, 1999
1
<PAGE>
F. Hoffmann-La Roche Ltd
Special Purpose Statement of Net Sales and Product Contribution
(in thousands)
- --------------------------------------------------------------------------------
Year Ended
December 31, 1997
Net Sales $ 69,037
Cost of Goods Sold 20,671
-----------
Gross Profit 48,366
Direct Expenses 4,142
-----------
Product Contribution $ 44,224
===========
The accompanying notes are an integral part of this special purpose
statement of net sales and product contribution
2
<PAGE>
F. Hoffmann-La Roche Ltd
Notes to The Special Purpose Statement of Net Sales and Product Contribution
(in thousands)
- --------------------------------------------------------------------------------
1. Basis of Presentation
Effective October 1, 1998 F. Hoffmann-La Roche Ltd (the "Company") sold
certain assets and the rights to manufacture and market certain products
(the "Products") pursuant to an Asset Purchase Agreement (the
"Agreement") to ICN Puerto Rico, Inc. The assets and rights sold related
to the Products cover the entire world with the exception of India. The
Products are sold, either through wholesalers or directly, to pharmacies,
hospitals, physicians, and other healthcare institutions throughout all
continents.
The assets transferred, as more specifically described in the Agreement,
include primarily trademarks, registrations, manufacturing technology and
know-how exclusively used and dedicated to the Products, and inventories.
All assets transferred, other than related inventories, had no net book
value as of December 31, 1997. The Products transferred include:
o Dalmadorm/Dalmane
o Fluoro-Uracil
o Librax
o Mogadon
The accompanying special purpose statement presents only net sales, costs
of goods sold, and direct expenses (the "Product Contribution") of the
Products for the year ended December 31, 1997. This special purpose
statement includes all adjustments necessary for a fair presentation of
the Product Contribution for the period presented. This special purpose
statement has been prepared in accordance with the Company's accounting
policies and is in accordance with generally accepted accounting
principles in the United States. However, this special purpose statement
does not purport to represent all the costs and expenses associated with
a standalone separate company, or the costs which may be incurred by an
unaffiliated company to achieve similar results.
Net sales include allowances for sales returns, charge backs, rebates and
other deductions. Cost of goods sold includes the corresponding direct
production cost and related production overhead of goods manufactured.
After considering the relative maturity of the Products in their life
cycle, the variability of expenses in different regions, and other
individual product characteristics, management has estimated that direct
operating expenses, primarily
3
<PAGE>
F. Hoffmann-La Roche Ltd
Notes to The Special Purpose Statement of Net Sales and Product Contribution
(in thousands)
- --------------------------------------------------------------------------------
marketing and distribution related, approximate 6% of net sales for the
year ended December 31, 1997.
2. Summary of Significant Accounting Policies
Use of Estimates
In conformity with generally accepted accounting principles, management
has used estimates and assumptions that affect the reported amounts of
net sales and product contribution and the disclosure of contingent
assets and liabilities. Actual results could differ from those estimates.
Revenue Recognition
Sales are recognized upon shipment of products to customers.
Foreign Currency Valuation
Sales, cost of goods sold, and direct expenses are translated into U.S.
dollars at the average rates of exchange for the year ended December 31,
1997.
3. Commitments and Contingencies
Various lawsuits, claims and proceedings of a nature considered to be in
the normal course of business are pending with regard to the Products.
Management believes that these lawsuits, claims and proceedings will not
have a material adverse effect on the reported net sales and product
contribution.
Concurrent with the sale of the Products, the Company entered into a
two-year supply agreement with the buyer. Such agreement provides that
the Company will manufacture the Products on behalf of the buyer, who
will purchase the Products at agreed-upon prices, which approximate the
Company's direct production costs and related production overhead costs
of goods manufactured.
4
<PAGE>
F. Hoffmann-La Roche Ltd
Special Purpose Statement of Net Sales and Product Contribution
(in thousands)
- --------------------------------------------------------------------------------
UNAUDITED
January 1 to
September 30, 1998
Net Sales $ 46,106
Cost of Goods Sold 12,865
------------
Gross Profit 33,241
Direct Expenses 2,766
------------
Product Contribution $ 30,475
============
The accompanying notes are an integral part of this special purpose statement of
net sales and product contribution
<PAGE>
F. Hoffmann-La Roche Ltd
Notes to The Special Purpose Statement of Net Sales and Product Contribution
(in thousands)
- --------------------------------------------------------------------------------
UNAUDITED
1. Basis of Presentation
Effective October 1, 1998 F. Hoffmann-La Roche Ltd (the "Company") sold
certain assets and the rights to manufacture and market certain products
(the "Products") pursuant to an Asset Purchase Agreement (the
"Agreement") to ICN Puerto Rico, Inc. The assets and rights sold related
to the Products cover the entire world with the exception of India. The
Products are sold, either through wholesalers or directly, to pharmacies,
hospitals, physicians, and other healthcare institutions throughout all
continents.
The assets transferred, as more specifically described in the Agreement,
include primarily trademarks, registrations, manufacturing technology and
know-how exclusively used and dedicated to the Products, and inventories.
All assets transferred, other than related inventories, had no net book
value as of September 30, 1998. The Products transferred include:
o Dalmadorm/Dalmane
o Fluoro-Uracil
o Librax
o Mogadon
The accompanying special purpose statement presents only net sales, costs
of goods sold, and direct expenses (the "Product Contribution") of the
Products for the nine months ended September 30, 1998. This special
purpose statement includes all adjustments necessary for a fair
presentation of the Product Contribution for the period presented. This
special purpose statement has been prepared in accordance with the
Company's accounting policies and is in accordance with generally
accepted accounting principles in the United States. However, this
special purpose statement does not purport to represent all the costs and
expenses associated with a standalone separate company, or the costs
which may be incurred by an unaffiliated company to achieve similar
results.
Net sales include allowances for sales returns, charge backs, rebates and
other deductions. Cost of goods sold includes the corresponding direct
production cost and related production overhead of goods manufactured.
<PAGE>
F. Hoffmann-La Roche Ltd
Notes to The Special Purpose Statement of Net Sales and Product Contribution
(in thousands)
- --------------------------------------------------------------------------------
UNAUDITED
After considering the relative maturity of the Products in their life
cycle, the variability of expenses in different regions, and other
individual product characteristics, management has estimated that direct
operating expenses, primarily marketing and distribution related,
approximate 6% of net sales for the nine months ended September 30, 1998.
2. Summary of Significant Accounting Policies
Use of Estimates
In conformity with generally accepted accounting principles, management
has used estimates and assumptions that affect the reported amounts of
net sales and product contribution and the disclosure of contingent
assets and liabilities. Actual results could differ from those estimates.
Revenue Recognition
Sales are recognized upon shipment of products to customers.
Foreign Currency Valuation
Sales, cost of goods sold, and direct expenses are translated into U.S.
dollars at the average rates of exchange for the nine months ended
September 30, 1998.
3. Commitments and Contingencies
Various lawsuits, claims and proceedings of a nature considered to be in
the normal course of business are pending with regard to the Products.
Management believes that these lawsuits, claims and proceedings will not
have a material adverse effect on the reported net sales and product
contribution.
Concurrent with the sale of the Products, the Company entered into a
two-year supply agreement with the buyer. Such agreement provides that
the Company will manufacture the Products on behalf of the buyer, who
will purchase the Products at agreed-upon prices, which approximate the
Company's direct production costs and related production overhead costs
of goods manufactured.
<PAGE>
ICN PHARMACEUTICALS, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
The following Unaudited Pro Forma Combined Condensed Financial Statements of ICN
Pharmaceuticals, Inc. and Subsidiaries as of September 30, 1998 and for the year
ended December 31, 1997 and the nine months ended September 30, 1998 give effect
to the acquisition of the rights to certain products (the "Acquired Products")
from Roche, as if the acquisition had taken place as of January 1, 1997.
Acquisition of Product Rights
In November 1998, the Company completed the acquisition of the worldwide rights
(except India) to four products from Roche. The products include Dalmadorm, a
sleep disorder drug; Fluoro-Uracil, an oncology product; Librax, a treatment for
gastrointestinal disorders; and Mogadon, a sleep disorder drug also used to
treat epilepsy. The acquisition is effective October 1, 1998.
Aggregate consideration for the products was $178,800,000, paid in a combination
of $89,400,000 cash and 2,883,871 shares of the Company's common stock valued at
$89,400,000. The value assigned to the common stock is based upon the initial
guaranteed price under the terms of the Company's agreement with Roche. Under
this agreement, the Company guaranteed to Roche a per share price initially at
$31.00, increasing at a rate of 6% per annum through December 31, 2000. If Roche
sells any of the shares prior to December 31, 2000, the Company is entitled to
one-half of any proceeds realized by Roche in excess of the guaranteed price. If
the market price of the Company's common stock is below the guaranteed price at
the end of the guarantee period, the Company will be required to satisfy the
aggregate guarantee amount by payment to Roche in cash or, in certain
circumstances, in additional shares of the Company's common stock.
The Unaudited Pro Forma Combined Condensed Financial Statements are based on the
historical operating results of the Company and the historical net sales and
direct expenses of the Acquired Products, under the assumptions and adjustments
set forth in the accompanying notes thereto. The Unaudited Pro Forma Combined
Condensed Financial Statements may not be indicative of the results that
actually would have occurred if the acquisitions had been consummated at the
foregoing dates, or of the results which may be achieved in the future. The
Acquired Products had no historical book value as of January 1, 1997 or for any
period thereafter. The Unaudited Pro Forma Combined Condensed Balance Sheet is
based on the historical balance sheet of the Company and the assumptions and
adjustments set forth in the accompanying notes.
<PAGE>
ICN PHARMACEUTICALS, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
(in thousands, except per share information)
<TABLE>
<CAPTION>
HISTORICAL ACQUIRED PRO FORMA PRO FORMA
ICN PRODUCTS(1) ADJUSTMENTS ICN
----------- ---------- ----------- ----------
Revenues:
<S> <C> <C> <C> <C>
Product sales $ 610,047 $ 46,106 $ -- $ 656,153
Royalties 26,683 -- -- 26,683
----------- ---------- ----------- ----------
Total revenues 636,730 46,106 -- 682,836
Costs and expenses:
Cost of product sales 278,585 12,865 -- 291,450
Selling, general and
administrative expenses 228,999 2,766 6,455 (2) 245,687
7,467 (3)
Research and development costs 16,640 -- -- 16,640
Provision for losses related to Eastern Europe 205,530 -- -- 205,530
----------- ---------- ----------- ----------
Total expenses 729,754 15,631 13,922 759,307
----------- ---------- ----------- ----------
Income (loss) from operations (93,024) 30,475 (13,922) (76,471)
Translation and exchange losses, net 59,983 -- -- 59,983
Interest income (9,576) -- -- (9,576)
Interest expense 24,698 -- -- 24,698
----------- ---------- ----------- ----------
Income (loss) before provision for
income taxes and minority interest (168,129) 30,475 (13,922) (151,576)
Provision for income taxes 5,147 -- 6,621 (4) 11,768
Minority interest (44,503) -- -- (44,503)
----------- ---------- ----------- ----------
Net income (loss) $ (128,773) $ 30,475 $ (20,543) $ (118,841)
============ ========== =========== ==========
Basic
Earnings (loss) per common share $ (1.77) $ (1.57)
Shares used in per share computation 72,680 75,564 (5)
Diluted
Earnings (loss) per common share $ (1.77) $ (1.57)
Shares used in per share computation 72,680 75,564 (5)
</TABLE>
See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial
Statements
<PAGE>
ICN PHARMACEUTICALS, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENTS OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1997
(in thousands, except per share information)
<TABLE>
<CAPTION>
HISTORICAL ACQUIRED PRO FORMA PRO FORMA
ICN PRODUCTS(1) ADJUSTMENTS ICN
----------- ---------- ----------- ----------
Revenues:
<S> <C> <C> <C> <C>
Product sales $ 752,202 $ 69,037 $ -- $ 821,239
Royalties -- -- -- --
----------- ----------- ----------- ----------
Total revenues 752,202 69,037 -- 821,239
Costs and expenses:
Cost of product sales 351,978 20,671 372,649
Selling, general and
administrative expenses 256,234 4,142 9,665 (2) 279,997
9,956 (3)
Research and development costs 18,692 -- -- 18,692
----------- ----------- ----------- ----------
Total expenses 626,904 24,813 19,621 671,338
----------- ----------- ----------- ----------
Income from operations 125,298 44,224 (19,621) 149,901
Translation and exchange losses, net 12,790 -- -- 12,790
Interest income (15,912) -- -- (15,912)
Interest expense 22,849 -- -- 22,849
----------- ----------- ----------- ----------
Income before provision (benefit) for
income taxes and minority interest 105,571 44,224 (19,621) 130,174
Provision (benefit) for income taxes (27,736) -- 9,841 (4) (17,895)
Minority interest 19,383 -- -- 19,383
----------- ----------- ----------- ----------
Net income $ 113,924 $ 44,224 $ (29,462) $ 128,686
=========== =========== =========== ==========
Basic
Earnings per common share $ 1.93 $ 2.09
Shares used in per share computation 55,965 58,849 (5)
Diluted
Earnings per common share $ 1.69 $ 1.83
Shares used in per share computation 69,650 72,534 (5)
</TABLE>
See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial
Statements
<PAGE>
ICN PHARMACEUTICALS, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEETS
AS OF SEPTEMBER 30, 1998
(in thousands, except per share information)
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA PRO FORMA
ICN ADJUSTMENTS ICN
------------ ------------ -----------
ASSETS
Current assets:
<S> <C> <C> <C>
Cash and cash equivalents $ 255,439 $ (89,800)(6) $ 165,639
Receivables, net 212,968 -- 212,968
Notes receivable 25,000 -- 25,000
Inventories, net 171,171 -- 171,171
Prepaid expenses and other current assets 42,563 -- 42,563
------------ ---------- -----------
Total current assets 707,141 (89,800) 617,341
Property, plant and equipment, net 415,469 -- 415,469
Deferred taxes, net 70,907 -- 70,907
Other assets 80,093 -- 80,093
Goodwill and intangibles, net 286,808 179,200 (6) 466,008
------------ ---------- -----------
$ 1,560,418 $ 89,400 $ 1,649,818
============ ========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade payables $ 92,358 -- $ 92,358
Accrued liabilities 78,878 -- 78,878
Notes payable 20,225 -- 20,225
Current portion of long-term debt 12,380 -- 12,380
Income taxes payable 2,605 -- 2,605
------------ ---------- -----------
Total current liabilities 206,446 -- 206,446
Long-term debt, less current portion 522,294 -- 522,294
Deferred license and royalty income 9,789 -- 9,789
Other liabilities 23,737 -- 23,737
Minority interest 83,094 -- 83,094
Commitments and contingencies
Stockholders' equity:
Preferred stock 1 -- 1
Common stock 735 29 (6) 764
Additional capital 838,388 89,371 (6) 927,759
Retained earnings (deficit) (71,840) -- (71,840)
Accumulated other comprehensive income (52,226) -- (52,226)
------------ ---------- -----------
Total stockholders' equity 715,058 89,400 804,458
------------ ---------- -----------
$ 1,560,418 $ 89,400 $ 1,649,818
============ ========== ===========
</TABLE>
See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial
Statements
<PAGE>
ICN PHARMACEUTICALS, INC.
NOTES TO UNAUDITED PRO FORMA COMBINED
CONDENSED FINANCIAL STATEMENTS
(in thousands)
The following is a summary of items and adjustments reflected in the Unaudited
Pro Forma Combined Condensed Financial Statements:
(1) The Acquired Products historical financial statements include the
revenues and direct expenses associated with these products for all periods
presented.
(2) The historical selling, general and administrative expenses of the
Acquired Products for each of the periods presented are based upon the
Special-Purpose Financial Statements of F. Hoffman-La Roche Ltd included
elsewhere herein. Such historical amounts are the product of allocation methods
used by management of Roche to approximate the actual amounts of such direct
expenses that might have been incurred, were such information available on a
product basis. Such amounts do not include any allocations of indirect or
nonoperating expenses related to the Acquired Products, and the historical
amounts of these costs are not indicative of the costs that might be incurred by
the Company in the future. The pro forma adjustments related to selling, general
and administrative expenses of $6,455 and $9,665 for the nine months ended
September 30, 1998 and the year ended December 31, 1997, respectively, are based
upon estimates obtained from Roche as to the amount of indirect selling, general
and administrative expenses that might have been incurred had such information
been available on a product basis. However, there can be no assurance that the
Company will achieve these levels of selling, general and administrative costs
in the future.
(3) The Company will amortize the cost of the Acquired Products using the
straight-line method over the products' remaining life. The Company has
estimated the remaining life at 18 years, pending the completion of the
Company's evaluation thereof. Based upon the Company's total cost of the
Acquired Products of approximately $179,200 (including transaction costs of
approximately $400), annual amortization expense will be $9,956. The pro forma
adjustments reflect amortization expense of $7,467 and $9,956 for the nine
months ended September 30, 1998 and the year ended December 31, 1997,
respectively.
(4) Represents the tax effect of the acquisition earnings and the pro forma
adjustments to earnings before taxes based on the estimated Federal, Puerto
Rican and state statutory rates, which when combined are approximately 40%. This
40% estimated incremental effective tax rate assumes that all income derived
from the Acquired Products (including the portion thereof earned by the
Company's Puerto Rican subsidiary) will be repatriated to the United States,
where such income will be subject to Federal income taxes at the statutory rate
of 35%, and to state income taxes at an estimated average effective rate of
approximately 5%.
(5) The weighted-average number of shares outstanding used in the
determination of the pro forma basic and diluted earnings per share have each
been adjusted to reflect the 2,884 shares of the Company's Common Stock issued
to Roche as outstanding for the year ended December 31, 1997 and the nine months
ended September 30, 1998.
(6) The consideration for the Acquired Products consisted of $89,400 cash and
2,884 shares of the Company's Common Stock valued at $89,400 (of which the par
value is $29). The pro forma adjustment to cash reflects the cash portion of the
purchase price and transaction costs of approximately $400. The Company's
aggregate cost of the acquired products (including transaction costs) is
included in "Goodwill and Intangibles, net" on the Company's combined condensed
balance sheet.
<PAGE>
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1 Asset Purchase Agreement dated October 2, 1998 by and
between F. Hoffmann - La Roche Ltd and ICN Puerto Rico,
Inc. (previously filed)
15.1 Review Report of Independent Accountants (previously filed)
15.2 Awareness Letter of Independent Accountants (previously filed)
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith)
27 Financial Data Schedule (previously filed)
(b) Reports on Form 8-K
The Company filed the following reports on Form 8-K during the quarter ended
September 30, 1998:
Form 8-K dated July 19, 1998, reporting the Company's intent to provide
a reserve for notes receivable from the Yugoslavian government, and
reporting the sale to Schering-Plough Corporation of the rights to
co-market oral ribavirin for the treatment of hepatitis C in the
European Union.
Form 8-K dated July 24, 1998, reporting the Company's intent to issue
$200,000,000 of Senior Notes in a private placement transaction.
Form 8-K dated September 16, 1998 reporting recent developments
relating to the United States Securities and Exchange Commission's
Order Directing Private Investigation and Designating Officers to Take
Testimony, entitled In the Matter of ICN Pharmaceuticals, Inc. (P-177).
<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 thereunto duly authorized.
ICN PHARMACEUTICALS, INC.
Registrant
Date: January 21, 1999 /s/ JOHN E. GIORDANI
---------------------------------------------------
John E. Giordani
Executive Vice President, Chief Financial Officer
and Corporate Controller
<PAGE>
EXHIBIT INDEX
Exhibit
10.1 Asset Purchase Agreement dated October 2, 1998 by and between
F. Hoffmann - La Roche Ltd and ICN Puerto Rico, Inc.
(previously filed)
15.1 Review Report of Independent Accountants (previously filed)
15.2 Awareness Letter of Independent Accountants (previously filed)
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith)
27 Financial Data Schedule (previously filed)
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-3 (Nos. 333-10661 and 333-49665), on Form S-4 (No.
333-63721) and on Form S-8 (No. 33-56971) of ICN Pharmaceuticals, Inc. of our
report dated January 15, 1999 relating to the special purpose statement of net
sales and product contribution of F. Hoffmann-La Roche Ltd, which appears in the
Quarterly Report on Form 10-Q of ICN Pharmaceuticals, Inc. dated November 13,
1998, as amended.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Florham Park, New Jersey
January 19, 1999
