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. 10(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, New York 10006 New York, New York 10019
(212) 225-2000 (212) 468-4800
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
December 18, 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)
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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).
<PAGE>
CUSIP No. 44 8924 100 13D
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
SP - Special Situations Partners, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS:
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Cayman Islands
7 SOLE VOTING POWER:
3,184,300
NUMBER OF
SHARES 8 SHARED VOTING POWER:
BENEFICIALLY NONE
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING 3,184,300
PERSON WITH
10 SHARED DISPOSITIVE POWER:
NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
3,184,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
4.0%
14 TYPE OF REPORTING PERSON:
IV
<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, (vii) Schedule 13D/A Amendment No. 7 dated October 3, 2000
and filed by SSP with the SEC on October 4, 2000, (viii) Schedule 13 D/A
Amendment No. 8 dated October 18, 2000 and filed by SSP with the SEC on October
18, 2000, and (ix) Schedule 13 D/A Amendment No. 9 dated November 7, 2000 and
filed with the SEC on November 7, 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 5. Interest in Securities of the Issuer.
(a)(b). As of December 18, 2000, following the expiration on
that date, in accordance with their terms, of options to purchase shares of
Common Stock held by SSP, SSP was the beneficial owner of 3,184,300 shares of
Common Stock, which constitute, to the best knowledge of SSP, approximately 4.0%
of the issued and outstanding shares of Common Stock. SSP has the sole power to
vote or direct the vote and to dispose or direct the disposition of those
shares.
(c). On November 15, 2000, SSP transferred 1,000 shares of
Common Stock to each of five individuals in connection with such individuals'
agreement to be nominated by SSP as a director at the 2000 annual meeting of the
Company. On December 1, 2000, SSP sold, in the open market, options to purchase
20,000 shares of Common Stock for an aggregate consideration of $170,000
(exclusive of commissions).
(e). As of December 18, 2000, SSP ceased to be the beneficial
owner of more than five percent of the Common Stock.
<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: December 20, 2000 SSP - SPECIAL SITUATIONS PARTNERS, INC.
By: /s/ Eric Knight
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Name: Eric Knight
Title: Managing Director
