SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
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. 3)(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)
Victor Lewkow, Esq. Walter M. Epstein, Esq.
Cleary Gottlieb Steen & Hamilton Davis & Gilbert LLP
One Liberty Plaza 1740 Broadway
New York, NY 10006 New York, New York 10019
(212) 225-2000 (212) 468-4800
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 28, 2000
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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-l(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 5 Pages)
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* 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).
<PAGE>
CUSIP No. 44 8924 100 SCHEDULE 13D
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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
6,178,400(1)
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY NONE
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 6,178,400(1)
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,178,400(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)
7.8%(1)
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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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<PAGE>
The Statement in Schedule 13D, dated and filed on November 15, 1999
by SSP - Special Situations Partners, Inc. ("SSP"), the reporting person, with
the Securities and Exchange Commission (the "SEC") relating to the Common Stock
$.01 par value per share of ICN Pharmaceuticals, Inc., as amended by (i)
Schedule 13D/A, Amendment No. 1, dated and filed by SSP with the SEC on December
6, 1999, and (ii) Schedule 13D/A Amendment No. 2 dated and filed by SSP with the
SEC on June 14, 2000 is hereby further amended by adding thereto the information
set forth below. Capitalized terms used and not otherwise defined herein shall
have the meanings ascribed to them in the Schedule 13D, unless the context
otherwise requires.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby supplemented by addition of the following:
Between June 14, 2000 and June 28, 2000, pursuant to open market
purchases, SSP acquired an aggregate of 185,000 shares of Common Stock. The
aggregate purchase price of all of the foregoing shares was approximately $4.8
million.
All such purchases were paid for in cash from working capital.
Item 4. Purpose of Transaction.
Item 4 is hereby supplemented by addition of the following:
On June 26, 2000 SSP sent a letter (a copy of which is attached
hereto as Exhibit 1 and incorporated herein by reference) to the Board of
Directors of the Company in which SSP responded to the Company's recently
announced restructuring plan.
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<PAGE>
Item 5. Interest in Securities of the Issuer.
Item 5(a) and (b) has been restated in full to reflect additional
shares of Common Stock and call options purchased by SSP as follows:
(a)(b) On the date hereof, SSP owns directly an aggregate of
2,623,400 shares of Common Stock, which constitutes, to the best knowledge of
SSP, approximately 3.3% 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 those shares. In addition, SSP is the
beneficial owner of currently exercisable options to purchase an aggregate of
3,555,000 shares of Common Stock. If it exercised the options, SSP would own in
the aggregate 6,178,400 shares of the Company's issued and outstanding Common
Stock (or approximately 7.8%). Ownership amounts do not include 2,000 shares of
Common Stock held by Pierre Gousseland, an independent director of SSP. On June
27, 2000 Mr. Gousseland acquired with personal funds 2,000 shares of Common
Stock at an aggregate purchase price of $54,000. SSP has no voting power over
Mr. Gousseland's shares and disclaims beneficial ownership of Mr. Gousseland's
shares.
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<PAGE>
Between June 14, 2000 and June 28, 2000, pursuant to open market
purchases, SSP acquired an aggregate of 185,000 shares of Common Stock. The
aggregate purchase price of all of the foregoing shares was approximately $4.8
million.
Item 7. Material to be Filed as Exhibits.
Attached hereto as Exhibit 1 is the letter of SSP dated June 26,
2000 to the Company's Board of Directors relating to SSP's response to the
Company's restructuring plan as disclosed in Item 4.
Attached hereto as Exhibit 2 is the letter of SSP dated June 13,
2000 to the Company's Board of Directors that is referred to in SSP's letter of
June 26, 2000.
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: June 28, 2000
SSP - SPECIAL SITUATIONS
PARTNERS, INC.
By: /s/ Eric Knight
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Name: Eric Knight
Title: Managing Director
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