SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
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.8)(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)
October 19, 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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(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 7 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 ("Act") 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 Page 2 of 7 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
6,709,300(1)
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY NONE
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 6,709,300(1)
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,709,300(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)
8.5%(1)
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14 TYPE OF REPORTING PERSON*
IV
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) See Item 5
<PAGE>
The Statement in Schedule 13D, dated November 3, 1999 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 December 1, 1999
and filed by SSP with the SEC on December 6, 1999, (ii) Schedule 13D/A Amendment
No. 2 dated June 13, 2000 and filed by SSP with the SEC on June 14, 2000, (iii)
Schedule 13D/A Amendment No. 3 dated and filed by SSP with the SEC on June 28,
2000, (iv) Schedule 13D/A Amendment No. 4 dated July 24, 2000 and filed by SSP
with the SEC on July 27, 2000, (v) Schedule 13D/A Amendment No. 5 dated August
24, 2000 and filed by SSP with the SEC on August 28, 2000 , (vi) Schedule 13D/A
Amendment No. 6 dated September 5, 2000 and filed by SSP with the SEC on
September 7, 2000, and (vii) Schedule 13D/A Amendment No. 7 dated October 3,
2000 and filed by SSP with the SEC on October 4, 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 4. Purpose of Transaction.
Item 4 is hereby supplemented by addition of the following:
On October 19, 2000 SSP entered into a letter agreement with the
Company (the "Letter Agreement").
SSP notes with approval the issuance of the press release issued by
the Company on October 20, 2000 in accordance with the terms of the Letter
Agreement. SSP has indicated to
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<PAGE>
the Company that it would support, and that it believes other stockholders of
the Company would support, a sale of, or other strategic transaction involving,
the Company which valued the Company at $45.00 or more per share of Common
Stock, depending on the attendant circumstances.
Among other matters, in the Letter Agreement, the Company has agreed
to take all steps necessary or desirable to hold the 2001 annual meeting of
stockholders of the Company by not later than May 30, 2001 (the "2001 Meeting")
and the 2002 annual meeting of stockholders of the Company not later than May
29, 2002 (the "2002 Meeting"), and not to seek to postpone or adjourn, or permit
the postponement or adjournment, of either the 2001 Meeting or the 2002 Meeting.
The Company has also agreed that by not later than the 2002 Meeting,
in accordance with applicable law, it will cause the size of the Board of
Directors of the Company to be reduced to, and fixed at, nine directors, divided
into three classes of three directors. Such reduction shall be accomplished by
reducing to three the number of directors to be elected at each annual meeting
of stockholders of the Company (together with a concomitant reduction in the
size of the entire Board of Directors) beginning, seriatim, with the 2000 annual
meeting of stockholders of the Company (the "2000 Meeting").
The Company has further agreed to take all steps necessary or
desirable to procure that at each of the 2000 Meeting, the 2001 Meeting and the
2002 Meeting, the stockholders are entitled to elect exactly three directors and
that the number of directors to be
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<PAGE>
elected at the 2002 Meeting, when taken together with the number of directors
elected at the 2001 Meeting, shall in no event constitute less than two-thirds
of the entire Board of Directors at the date of the 2002 Meeting.
In the Letter Agreement, SSP has agreed that it will not, and will
cause each of its affiliates not to, nominate or propose to nominate any person
for election at, or bring or propose to bring any matter before, the 2000
Meeting.
A copy of the Letter Agreement is attached hereto as Exhibit 1 and
incorporated herein by reference. The foregoing summary of certain provisions of
the Letter Agreement is qualified in its entirety by reference thereto.
Item 5. Interest in Securities of the Issuer.
Items 5(a) and (b) are restated in full as follows:
(a)(b). On the date hereof, SSP owns directly an aggregate of
3,189,300 shares of Common Stock, which constitutes, to the best knowledge of
SSP, approximately 4.0% 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
3,520,000 shares of Common Stock. If it exercised the options, SSP would own in
the aggregate 6,709,000 shares of the Company's issued and outstanding Common
Stock (or approximately 8.5%).
Between July 27, 2000 and October 20, 2000, SSP allowed to expire
options to purchase 25,000 shares of Common Stock.
Page 5 of 7
<PAGE>
Item 7. Material to be filed as Exhibits.
Attached hereto as Exhibit 99.1 is a copy of the Letter Agreement
between SSP and the Company dated October 19, 2000.
Page 6 of 7
<PAGE>
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: October 20, 2000 SSP - SPECIAL SITUATIONS PARTNERS, INC.
By: /s/ Eric Knight
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Name: Eric Knight
Title: Managing Director
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