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. 4)(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)
July 24, 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 4 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 4 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
6,734,300(1)
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY NONE
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 6,734,300(1)
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,734,300(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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(1) See Item 5
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<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, (ii) Schedule 13D/A Amendment No. 2 dated and filed by SSP with the SEC
on June 14, 2000, and (iii) Schedule 13D/A Amendment No. 3 dated and filed by
SSP with the SEC on June 28, 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 28, 2000 and July 27, 2000, pursuant to open market
purchases, SSP acquired an aggregate of 565,900 shares of Common Stock. The
aggregate purchase price of the foregoing shares was approximately $14,300,000.
In addition 10,000 call options expired during this period.
All such purchases were paid for in cash from working capital.
Item 4. Purpose of Transaction.
On July 24, 2000 representatives of SSP met with the Company's
Chairman and an outside director of the Company to discuss the restructuring of
the Company. The meeting was constructive and SSP believes that a solution
supported by the Company's Board and endorsed by its stockholders is achievable.
The parties agreed on the next
3
<PAGE>
steps necessary to refine the plan but it should be noted that nothing
definitive has yet been agreed.
Item 5. Interest in Securities of the Issuer.
Items 5(a) and (b) are restated in full to reflect additional shares of
Common Stock purchased by SSP 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 3,545,000 shares of
Common Stock. If it exercised the options, SSP would own in the aggregate
6,734,300 shares of the Company's issued and outstanding Common Stock (or
approximately 8.5%).
Between June 28, 2000 and July 27, 2000, pursuant to open market
purchases, SSP acquired an aggregate of 565,900 shares of Common Stock. The
aggregate purchase price of the foregoing shares was approximately $14,300,000.
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: July 27, 2000 SSP - SPECIAL SITUATIONS PARTNERS, INC.
By: /s/ Eric Knight
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Name: Eric Knight
Title: Managing Director
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