SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. __)(1)
ICN PHARMACEUTICALS, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
44 8924 100
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(CUSIP Number)
Walter M. Epstein, Esq.
Davis & Gilbert LLP
1740 Broadway
New York, New York 10019
(212) 468-4800
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
November 3, 1999
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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 which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), (f) or (g), check the following box |_|.
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 11 Pages)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 44 8924 100 SCHEDULE 13D Page 2 of 11 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SSP - Special Situations Partners, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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7 SOLE VOTING POWER
5,064,600(1)
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY NONE
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 5,064,600(1)
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,064,600(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
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14 TYPE OF REPORTING PERSON*
IV
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(1) See Item 5.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer.
This Schedule 13D relates to the shares of common stock, $.01 par
value per share ("Common Stock"), of ICN Pharmaceuticals, Inc., a Delaware
corporation (the "Company"), whose principal executive offices are located at
3300 Hyland Avenue, Costa Mesa, CA 92626.
Item 2. Identity and Background.
This Schedule 13D is being filed on behalf of SSP-Special Situations
Partners, Inc., a Cayman Islands company ("SSP"). SSP is a subsidiary of
Sterling Investment Group Ltd. ("Sterling"), a company organized under the laws
of the British Virgin Islands. Sterling is directly and indirectly controlled by
Dr. Tito Tettamanti of 34-36 Grays Inn Road, London WC1X 8NN, England. Both SPP
and Sterling are primarily engaged in the business of investing in securities.
The address of the principal business office of SSP is 4th Floor, Bank of Nova
Scotia Building, P. O. Box 268, Grand Cayman (Cayman Islands), British West
Indies. The address of the principal business office of Sterling is Vanterpool
Plaza, 2nd Floor, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands.
Copies of all correspondence should be sent to Sterling's European mailing
address: c/o Fidinam (Monte Carlo) SAM, Monte Carlo Palace, 7 Boulevard des
Moulins, MC 98000 Monaco.
Set forth on Schedule A hereto is the name, the citizenship (or
place of organization in the case of a corporation), the business address, the
present principal occupation or employment (or business in the case of a
corporation) and the name, principal
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business and address of any corporation or other organization in which such
occupation or employment is conducted, of each executive officer and director of
SSP and Sterling.
During the last five years, neither SSP nor, to the best knowledge
of SSP, any other person identified on Schedule A hereto, has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, neither SSP nor, to the best knowledge
of SSP, any other person identified on Schedule A hereto, was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Between September 23, 1999 and November 15, 1999, pursuant to open
market purchases, SSP acquired an aggregate of 1,386,600 shares of Common Stock
at prices ranging from $16.75 to $26.50 per share, or an aggregate purchase
price of $30.6 million, which was paid in cash from working capital.
In addition, between October 21, 1999 and November 15, 1999, SSP (i)
acquired call options to purchase an aggregate of 3,678,000 shares of Common
Stock for an aggregate purchase price of $1.5 million, at exercise prices
ranging from $15 to $55 per share and (ii) sold, for an aggregate price of $1.1
million, put options to purchase on demand of the holders an aggregate of
155,000 shares of Common Stock, at put exercise prices ranging from
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$25 to $35 per share. These option transactions were effected on the American
Stock Exchange and over the counter.
Item 4. Purpose of Transaction.
SSP acquired the shares of Common Stock because it believes that the
shares are underpriced compared to their intrinsic value. SSP believes that the
undervaluation of the Company's shares is due mostly to the market's negative
perception and lack of understanding of the Company's Eastern European business.
SSP believes that this has resulted in little or no value being given by the
market to the Company's Eastern European business, which, despite its recent
difficulties, is a valuable and attractive asset with considerable potential. In
SSP's opinion, this has also resulted in a very substantial diminution in the
value given by the market to the Company's remaining businesses, in particular
the North American specialty pharmaceutical business and Rebetron-related
royalty streams. SSP is considering ways in which the Company might enhance the
market value of the shares of Common Stock, and will be seeking to meet with the
Company's Board in the near future.
SSP intends to review its holdings in the Company on a continuing
basis. Depending on various factors, including, but not limited to, the
Company's business prospects and financial condition and other developments
concerning the Company, available opportunities for SSP to acquire or dispose of
Common Stock, other business opportunities available to SSP, and other relevant
factors, SSP may in the future take such actions with respect to its holdings in
the Company as it deems appropriate in light of the circumstances and conditions
existing from time to time. Such actions may include the purchase of
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additional Common Stock and call options and the sale of additional put options,
and the disposition, from time to time or at any time, of all or a portion of
the Common Stock or options now owned or hereafter acquired by SSP.
Although SSP has no such immediate plans, it may in the future
engage in actions including but not limited to making or proposing those listed
below, with a view to maximizing the value of the Company:
(a) The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company
or of any of its subsidiaries;
(d) Any change in the present Board of Directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
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(h) Causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) (b) On the date hereof, SSP owns directly an aggregate of
1,386,600 shares of Common Stock, which shares constitute, to the best knowledge
of SSP, approximately 1.8% of the issued and outstanding shares of Common Stock
on the date hereof. SSP has the sole power to vote or direct the vote and to
dispose or direct the disposition of such shares. In addition, SSP is the
beneficial owner of currently exercisable options to purchase an aggregate of
3,678,000 shares of Common Stock. In the event of exercise of such options SSP
would own 5,064,600 shares of Common Stock (or approximately 6.5%). This number
does not include put options sold by SSP covering 155,000 shares. If the holders
of all put options were to exercise the "put" rights, SSP would own an
additional 155,000 shares of Common Stock representing an additional 0.2% for an
aggregate beneficial ownership of 6.7%.
As the parent of SSP, Sterling is deemed to be the indirect
beneficial owner of the shares of Common Stock and options held directly by SSP.
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To the best of SSP's knowledge, none of the persons named in
Schedule A hereto are beneficial owners of shares of Common Stock.
(c) Except for the transactions described in Item 3 above, to the
best of SSP's knowledge, there were no transactions in shares of Common Stock
effected by the persons named in response to paragraph (a) of this Item 5 during
the past sixty days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Except as previously described, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person with respect to
any securities of the issuer, including, but not limited to, transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
There are no written agreements, contracts, arrangements,
understandings, plans or proposals relating to (i) the borrowing of funds to
finance the acquisition as disclosed in Item 3; (ii) the acquisition of issuer
control, liquidation, sale of assets, merger or change in business or corporate
structure or any other matter as disclosed in Item 4, or (iii) the transfer or
voting of the securities or other matter disclosed in Item 6. Trade
confirmations of shares and calls purchased and puts sold have not been filed.
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After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
Dated: November 15, 1999
SSP - SPECIAL SITUATIONS PARTNERS, INC.
By: /s/ Eric Knight
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Name: Eric Knight
Title: General Manager
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SCHEDULE A
TO SCHEDULE 13 D FILED BY
SSP - SPECIAL SITUATIONS PARTNERS, INC.
The following table sets forth certain information, as of the date
hereof, concerning each executive officer and director of SSP.
Name: Dr. Tito Tettamanti, Chairman
Citizenship: Switzerland
Business Address: 34-36 Grays Inn Road
London WC1X 8NN, England
Principal Occupation: Private Investor
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Name: Pierre Gousseland, Director
Citizenship: USA
Business Address: 4 Lafayette Court, Greenwich, CT 06830
Principal Occupation Non-Executive Director
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Name: Eric Knight, General Manager
Citizenship: Italy
Business Address: La Mamounia, 3963 Crans, Switzerland
Principal Occupation: Managing Director of Sterling
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SCHEDULE A
TO SCHEDULE 13 D FILED BY
SSP - SPECIAL SITUATIONS PARTNERS, INC.
The following table sets forth certain information, as of the date
hereof, concerning each executive officer and director of Sterling.
Name: Dr. Tito Tettamanti, Chairman
Citizenship: Switzerland
Business Address: 34-36 Grays Inn Road
London WC1X 8NN, England
Principal Occupation: Private Investor
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Name: Eric Knight, Managing Director
Citizenship: Italy
Business Address: La Mamounia, 3963 Crans, Switzerland
Principal Occupation: Managing Director of Sterling
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Name: Pierre Gousseland, Director
Citizenship: USA
Business Address: 4 Lafayette Court, Greenwich, CT 06830
Principal Occupation Non-Executive Director
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Name: Edmond Poniatowski, Director
Citizenship: France
Business Address: 19, Quai aux Fleurs, 75004 Paris, France
Principal Occupation Non-Executive Director
