SCHEDULE 14A INFORMATION
Proxy Statement Pursuant To Section 14(a) Of
The Securities Exchange Act Of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-12
ICN Pharmaceuticals, Inc.
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(Name of Registrant as Specified in its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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The following is the text of a letter issued by ICN Phamaceuticals, Inc.
("ICN") on October 5, 2000:
[ICN Pharmaceuticals Inc. Letterhead]
October 5, 2000
Mr. Eric Knight
Managing Director
SSP-Special Situations Partners, Inc.
Bank of Nova Scotia Building, 4th Floor
P.O. Box 268
Grand Cayman (Cayman Islands), B.W.I.
Re: Request for Records
Dear Mr. Knight:
We acknowledge receipt of your letter dated October 3, 2000
requesting that certain corporate records of ICN Pharmaceuticals, Inc.
("ICN") be made available for inspection and copying or abstraction to
SSP-Special Situations Partners ("SSP"), purportedly pursuant to Section
220 of the Delaware General Corporation Law and the common law of the State
of Delaware (the "Request Letter").
It does not appear that the Request Letter has been sent for
reasons essential to accomplish a proper purpose related to SSP's interest
as an ICN stockholder. On its face, SSP has utilized the Request Letter to
improperly demand access to a wide array of highly sensitive confidential
and proprietary corporate information that we believe would go far beyond
any bona fide discovery request even if litigation were already pending.
Under the circumstances, the extremely burdensome and oppressive demand
sought in the Request Letter suggests that SSP is seeking information for
improper purposes, including the exploitation of proprietary information to
advance its own mysterious trading strategy utilizing put and call options
to acquire and dispose of interests in the ICN stock it purports to own.
Our concern is fortified by the inadequate disclosure of the circumstances
surrounding SSP's acquisition of the puts, calls and stock of ICN. As a
result, we are unable to determine whether SSP may have been in possession
of information it had obtained from management of ICN in confidential
discussions at the time it made purchases or sales. At best, it would
appear that the "purposes" stated in the Request Letter are designed to
obfuscate an effort by SSP to harass the management of ICN.
ICN has determined that it will not provide records of the
company in response to the Request Letter at this time. Please be advised
that ICN's concerns are not intended to be a comprehensive list of
objections to the Request Letter and ICN reserves all its rights to object
to the Request Letter on all available legal grounds.
Very truly yours,
/s/ David C. Watt
David C. Watt
Executive Vice President, General
Counsel and Corporate Secretary
CC: Clifford R. Saffron
Arnold I. Burns
Arnhold and S. Bleichroeder, Inc.
Jonathan J. Lerner
Skadden, Arps, Slate, Meagher & Flom LLP
Lewis S. Black, Jr.
Morris Nichols Arsht & Tunnell
Jeffrey Bagner
Fried, Frank, Harris, Shriver & Jacobson
* * *
ICN stockholders are strongly advised to read the proxy statement relating
to ICN's 2000 annual meeting of stockholders when it becomes available, as
it will contain important information. Stockholders will be able to obtain
this proxy statement, any amendments to the proxy statement and other
documents filed by ICN with the Securities and Exchange Commission for free
at the Internet website maintained by the Securities and Exchange
Commission at www.sec.gov. In addition, ICN will mail the proxy statement
to each stockholder of record on the record date to be established for the
stockholders meeting. ICN will also make additional copies of the proxy
statement and any amendments to the proxy statement available for free to
ICN's stockholders. Please direct your request for the proxy statement to
Investor Relations, ICN Pharmaceuticals, Inc., 3300 Hyland Avenue, Costa
Mesa, California 92626, telephone (714) 545-0100, extension 3104.
Participant Information
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In accordance with Rule 14a-12(a)(1)(i) of the Securities Exchange Act of
1934, as amended, the information concerning persons who may be deemed
participants is as follows:
ICN, its executive officers and directors named below may be deemed to be
participants in the solicitation of proxies for ICN's 2000 annual meeting
of stockholders. The number of shares of ICN common stock beneficially
owned by each of these persons as of August 31, 2000 is listed in
parenthesis after his name.
ICN's executive officers are:
Milan Panic, Chairman of the Board of Directors and Chief Executive
Officer, (2,746,786); Adam Jerney, President and Chief Operating Officer
and a director, (1,022,644); Richard A. Meier, Executive Vice President and
Chief Financial Officer, (36,000); David C. Watt, Executive Vice President,
General Counsel and Corporate Secretary, (190,278); John E. Giordani,
Executive Vice President, (114,982); Bill A. MacDonald, Executive Vice
President, Strategic Planning (58,534); Jack L. Sholl, Executive Vice
President, Corporate Public Relations, (131,399); and Johnson Y.N. Lau,
Senior Vice President, Research and Development, (none).
ICN's directors who are not also executive officers are: Norman Barker, Jr.
(126,194); Birch E. Bayh, Jr. (76,641); Alan F. Charles (79,924); Stephen
D. Moses (64,183); Roger Guillemin M.D., Ph.D. (139,884); Jean-Francois
Kurz (107,091); Michael Smith, Ph.D. (112,188); Thomas H. Lenagh (115,492);
Roberts A. Smith Ph.D. (195,108); Richard W. Starr (98,708); Andrei
Kozyrev, Ph.D. (16,875); and David H. Batchelder (1,563,900).
ICN is also party to employment and consulting agreements with its
executive officers which provide that, upon the occurrence of specific
events following a change in control of ICN, the executive officers may be
entitled to receive compensation and other payments. Additionally, ICN's
executive officers have options to acquire shares of ICN's common stock,
some of which are unvested as of the date hereof. These options will vest
upon a change in control of ICN.
