Exhibit 1
[LETTERHEAD OF SSP-SPECIAL SITUATIONS PARTNERS, INC.]
ICN Pharmaceuticals Inc.
3300 Hyland Avenue
Costa Mesa, California 92626
Attention: Milan Panic, Chairman and CEO
David C. Watt, Corporate Secretary October 3, 2000
Gentlemen:
SSP-Special Situations Partners, Inc., a Cayman Islands company
("SSP"), owns of record 125,000 shares of the common stock, $.01 par value per
share (the "Common Stock"), of ICN Pharmaceuticals, Inc., a Delaware corporation
(the "Company"). In addition, SSP is the beneficial owner of an additional
3,064,300 shares of the Common Stock of the Company. As a holder of Common Stock
of the Company, SSP hereby demands under oath, pursuant to Section 220 of the
Delaware General Corporation Law and the common law of the State of Delaware,
the right to inspect the following documents and records of the Company and to
make copies or abstracts therefrom:
(a) all minutes, notes, records, memoranda, writings, analyses
(financial or otherwise), projections, presentations, correspondence or
the like, which in any way, directly or indirectly, relate to or discuss
(1) the "strategic restructuring" of the Company purportedly approved by
its board of directors (the "Board") and announced on June 15, 2000, (2)
the proposed initial public offering of shares of Class A Common Stock of
Ribapharm Inc. ("Ribapharm"), a subsidiary of the Company, which is the
subject of the Registration Statement on Form S-1 (No. 333-39350), (3) the
creation of Ribapharm or the transfer by the Company to Ribapharm of all
of Ribapharm's assets and operations (including the Company's rights and
obligations under a certain license agreement with Schering-Plough
Corporation), (4) the proposed tender offer and consent solicitation
relating to all of the Company's outstanding debt securities or (5) the
proposed initial public offering of common stock of ICN International
(such matters, the "Proposed Restructuring");
(b) all minutes, notes, records, memoranda, writings, analyses
(financial or otherwise), projections, presentations, correspondence or
the like, which in any way, directly or indirectly, relate to or discuss
any business combination, sale of assets, recapitalization, merger or
other extraordinary business transaction involving the Company, Ribapharm
or any other division or subsidiary of the Company, proposed or presented
to, or considered by, the Company and/or any of its officers or directors
at any time from and after December 1, 1999 (a "Potential Extraordinary
Transaction");
(c) all reports, analyses, presentations, evaluations, studies,
opinions, or recommendations prepared for or furnished to the Company
and/or any of its officers or
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directors by the Company, by any investment banking firm or other
financial advisor, including, without limitation, UBS Warburg, whether or
not acting under an engagement by the Company, which in any way, directly
or indirectly, relate to or discuss the Proposed Restructuring or a
Potential Extraordinary Transaction;
(d) all corporate minutes, including all minutes of proceedings of
the board of directors and of committees of the board of directors, from
and after December 1, 1999; and
(e) all fee, underwriting, engagement or similar agreements with UBS
Warburg or any other investment banking firm or financial advisor related
to the Proposed Restructuring or a Potential Extraordinary Transaction.
SSP further demands that modifications, additions or deletions to
any and all information referred to in paragraphs (a) through (e) above be
immediately furnished to SSP as such modifications, additions or deletions
become available to the Company or its agents or representatives. SSP will bear
the reasonable costs incurred by the Company in connection with the production
of the above information.
The purpose of this demand is:
(1) to investigate possible breaches of fiduciary duty, wrongdoing
or corporate mismanagement by certain of the officers of the Company and members
of the Board, including without limitation, whether the Proposed Restructuring
and its reported approval by the Board, as well as such persons' rejection of
Potential Extraordinary Transactions and other possible alternatives for the
Company, involved violations of the duties of due care and loyalty on the part
of such persons and whether such actions were undertaken for the purpose of
entrenching the existing management of the Company;
(2) to investigate possible improper transfers of corporate assets
by the Company, including, without limitation, whether the creation of Ribapharm
and the transfer by the Company to Ribapharm of all of Ribapharm's assets and
operations (including the Company's rights and obligations under a certain
license agreement with Schering-Plough Corporation) without prior stockholder
approval was in violation of the Delaware General Corporation Law; and
(3) to enable SSP to communicate with other stockholders of the
Company regarding the Proposed Restructuring and Potential Extraordinary
Transactions to determine if it is feasible to proceed with a solicitation of
proxies from the Company's stockholders to elect certain persons nominated by
SSP for election to the board of directors of the Company at its next annual
meeting of stockholders.
SSP hereby designates Cleary, Gottlieb, Steen & Hamilton ("CGSH") or
Potter Anderson & Corroon LLP, acting together, singly or in any combination, or
their employees or anyone designated by them, to conduct, as its agents, the
inspection and copying requested herein.
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Please advise CGSH as promptly as practicable when and where the
items demanded above will be made available to it. Please also advise CGSH
immediately whether you voluntarily will supply the requested information.
If assent by the Company to this demand is not received within five
(5) business days from the date hereof, SSP will conclude that this demand has
been refused and will take appropriate steps to secure its rights to examine and
copy the demanded material.
Please sign and date one copy of this letter and indicate your
receipt hereof and return it to the undersigned at SSP-Special Situations
Partners, Inc. c/o Daniel S. Sternberg, Cleary, Gottlieb, Steen & Hamilton, One
Liberty Plaza, New York, New York 10006.
Very truly yours,
SSP-Special Situations Partners, Inc.
By: /s/ Eric Knight
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Name: Eric Knight
Title: Managing Director
Receipt Acknowledged
_______________________________
Name
_______________________________
Title
_______________________________
Date
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OPTIONAL FORM 175
(FORMERLY FS-88)
MARCH 1975
DEPT. OF STATE
50175-101
Certificate of Acknowledgment of Execution of an Instrument
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[STAMP]
REPUBLIC OF FRANCE }
DEPARTMENT OF THE ALPES MARITIMES }
CITY OF NICE } SS:
CONSULAR AGENCY OF THE UNITED }
STATES OF AMERICA }
I, Lucien R. Le Lievre, Consular Agent of the United States of America at Nice,
France duly commissioned and qualified, do hereby certify that on this third day
of October 2000, before me personally appeared Eric Knight, who acknowledged
himself to be the Managing Director of SSP - Special Situations Partners, Inc.
to me personally known, and known to me to be the individual described in, whose
name is subscribed to, and who executed the annexed instrument, and being
informed by me of the contents of the said instrument he duly acknowledged to me
that he executed the same freely and voluntarily for the uses and purposes
therein mentioned.
[SEAL]
In witness whereof I have
hereunto set my hand and
official seal the day and
year last above written.
/s/ Lucien R. Le Lievre
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Lucien R. Le Lievre
Consular Agent of the United States of America
NOTE: - Wherever practicable all signatures to a document should be included in
one certificate
