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
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-12
ICN Pharmaceuticals, Inc.
--------------------------------------------------------
(Name of Registrant as Specified in its Charter)
N/A
--------------------------------------------------------
(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:
-------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------
[_] 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:
-------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------
The following is the text of an ICN mailgram sent to stockholders on May
25, 2001.
.Return Address
PROXY SERVICES
51 MERCEDES WAY
EDGEWOOD, NY 11717
.Text
ICN SHAREHOLDERS: YOU HAVE A RIGHT TO KNOW
Dear ICN Shareholder,
YOUR COMPANY, ICN, HAS FILED A LAWSUIT AGAINST TITO TETTAMANTI AND HIS
"COMMITTEE" FOR ALLEGED VIOLATIONS OF FEDERAL SECURITIES LAWS. Included as
defendants in the lawsuit are Tito Tettamanti, chairman of SSP-Special
Situations Partners, Inc. (SSP), Herbert A. Denton, president of Providence
Capital, Inc. and Eric Knight, managing director of SSP-Special Situations
Partners, Inc. Other defendants include the Committee's nominees: Edward
Burkhardt, Ronald R. Fogleman and Steven J. Lee.
In the lawsuit, ICN alleges THAT THERE ARE MATERIAL OMISSIONS AND
MISREPRESENTATIONS IN THE COMMITTEE'S PROXY AND SOLICITATION LETTER. We
believe you should have all the pertinent information on which to base your
vote for directors, particularly as you compare the Tettamanti slate to the
one presented by ICN. We want shareholders to be aware of the background,
track record and experience of the Committee's nominees, including the
relationships that exist among Denton, Providence Capital and the nominees.
ICN ALLEGES THAT THERE ARE MATERIAL OMISSIONS AND MISREPRESENTATIONS IN THE
COMMITTEE'S PROXY AND SOLICITATION LETTER:
* WHAT IS THE COMMITTEE'S TRUE GOAL? The objectives change:
* Initially, SSP stated that it was opposed to a Ribapharm IPO
and would object to it in court and instead supported a
separation of the business by spin-offs.
* In October 2000, that changed to public offerings for
Ribapharm and ICN International and spin-offs.
* In January 2001, SSP submitted a proposal to be presented at
the 2001 shareholders meeting to "instruct the board of
directors of ICN to arrange for the prompt sale of ICN to
the highest bidder by means of an auction."
* In March 2001, SSP withdrew the proposal to sell ICN and
urged a spin-off of Ribapharm and ICN International without
any IPO's.
* THE COMMITTEE CLAIMS THAT ICN IS WRONGFULLY DELAYING PREVIOUSLY
ANNOUNCED PLANS TO RESTRUCTURE THE COMPANY. The Committee has not
given a practical business solution to how their supposed
alternative plan can be enacted without triggering a default
under hundreds of millions of dollars of outstanding ICN senior
notes.
TAKE A CLOSER LOOK AT TETTAMANTI'S NOMINEES:
* CRITICAL BACKGROUND INFORMATION regarding two of Tettamanti's
nominees was not provided which we believe is vital to your
voting decision:
WHO IS BURKHARDT?
* Wisconsin Central Transportation stock declined over 59% from its
high of $42.125 on January 21, 1997 to $17.25 on July 8, 1999
when Burkhardt was forced to resign as chairman and chief
executive officer. Then, with the backing of Denton and
Providence Capital, HE LED AN UNSUCCESSFUL PROXY FIGHT TO REGAIN
CONTROL.
WHO IS LEE?
* Lee is chairman and chief executive officer of POLYMEDICA, a
NASDAQ company whose STOCK DROPPED ALMOST 50% in one day last
November amid press reports that the company was being
investigated by the FBI for POSSIBLE HEALTHCARE FRAUD. In a press
release last month, the company said "PolyMedica recently learned
that the FBI has contacted at least one employee and one
ex-employee of Liberty (PolyMedica's principal subsidiary) to
find out about Liberty's operations." DENTON IS A DIRECTOR OF
POLYMEDICA BUT WAS NEVER ELECTED BY ITS SHAREHOLDERS. He was
appointed by the board of directors just one week after the
annual shareholders meeting.
WHO IS TETTAMANTI?
* He maintains a business office in London. The Committee's proxy
says that he is a Swiss investor and industrialist. It also says
that he is the controlling investor in SSP. WHO ARE THE OTHER
INVESTORS? Eric Knight, the managing director of SSP, is
disclosed in the proxy statement as having an office in
Switzerland. However, solicitation materials mailed to
shareholders stated that inquiries can be made to him by
telephone in Monte Carlo. We believe that shareholders are
entitled to more information about SSP, Tettamanti and Knight.
COMPARE THE RECORDS:
JUST COMPARE THE BACKGROUNDS AND RECORDS OF THE COMMITTEE'S NOMINEES
WITH THE SLATE PRESENTED BY ICN: ICN has always prided itself on BOARD
MEMBERS WHO BRING BACKGROUNDS AND EXPERTISE that assist in guiding the
strategic direction of the company. ICN's three nominees follow this
policy and further strengthen our team.
* Dr. Ray Irani, CHIEF EXECUTIVE OFFICE OF OCCIDENTAL PETROLEUM FOR
OVER TEN YEARS, A NEW YORK STOCK EXCHANGE LISTED COMPANY WITH A
MARKET CAPITALIZATION OF APPROXIMATELY $11 BILLION. Irani has
spent his 30-year career in top managerial positions at
Occidental. He brings to ICN his experience in running a Fortune
500 company and working in one of the world's major global
sectors. Under Irani's leadership, Occidental was a pioneer in
moving into new international markets.
* The Right Honorable Kim Campbell, FORMER PRIME MINISTER OF
CANADA. Ms. Campbell is trained as a lawyer and political
scientist. Ms. Campbell's career spans academia, the practice of
law, administration and being an elected official at various
levels of government. Ms. Campbell was Consul General of Canada
in Los Angeles from 1996 to 2000. In that capacity, she was
active in promoting trade development and investment, especially
in the areas of multimedia, information technology, biotechnology
and the entertainment industry.
* Charles T. Manatt, partner and founder of the law firm of Manatt,
Phelps, Phillips and former U.S. AMBASSADOR TO THE DOMINICAN
REPUBLIC. Mr. Manatt served as Chairman of the Democratic
National Committee from 1981 to 1985 and as chairman of First Los
Angeles Bank. Mr. Manatt is being nominated to return to the ICN
Board on which he previously served for seven years. His level of
knowledge about ICN and its industry is a valuable asset to the
company, its management and other ICN board members. Mr. Manatt
served as a director of Federal Express and COMSAT.
Other current independent ICN Board members include a Nobel Prize winner in
Medicine, a former U.S. Senator, a former Chairman of First Interstate
Bank, and a former Treasurer of the Ford Foundation.
TAKE A CLOSER LOOK AT THE TRACK RECORDS AND QUALITY OF EXPERIENCE OF THE
MEMBERS of the two slates. We believe the choice is clear.
ICN'S BOARD IS COMMITTED TO BUILDING SHAREHOLDER VALUE. ICN's record is
clear. Our enhanced research and development program continues to add
shareholder value to ICN. Our new state of the art facility and increasing
R & D pipeline is aimed at the development of new drugs.
Vote the ICN Proxy.
Sincerely,
The Board of Directors of ICN Pharmaceuticals Inc.
Norman Barker, Jr.
Senator Birch E. Bayh
The Right Honorable Kim Campbell
Alan Charles
Roger Guillemin, M.D., Ph.D.
Dr. Ray Irani
Adam Jerney
Andrei V. Kozyrev
Jean-Francois Kurz
Thomas H. Lenagh
Stephen D. Moses
Milan Panic
Robert A. Smith
Rosemary Tomich
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE COMPANY
ARE AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. Call Toll-Free 1-877-880-9547, anytime, day or night.
2. Tell the operator that you wish to send a collect ProxyGram to
ID No. 4522, ICN Pharmaceuticals, Inc.
3. State your name, address and telephone number.
4. State the bank or broker at which your shares are held and your
control number as shown below:
Name: NA.1
Broker: Broker
Control Number: ControlNum
Number of Shares: NumShares
5. Give the operator your voting preferences, using the proxy text
below.
ICN PHARMACEUTICALS, INC.
3300 HYLAND AVENUE, COSTA MESA, CALIFORNIA 92626
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
ICN PHARMACEUTICALS, INC.
The undersigned hereby appoints Milan Panic and David C. Watt as Proxies,
each with the power to appoint his substitute, and hereby authorizes them
to represent and to vote, as designated below, all the shares of common
stock of ICN Pharmaceuticals, Inc. (the "Company") held of record by the
undersigned on April 23, 2001 at the annual meeting of stockholders to be
held at 10:00 A.M. P.D.T. on May 30, 2001 or any adjournments or
postponements thereof.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no instructions are indicated
herein, this proxy will be treated as a grant of authority to vote "FOR"
the nominees to the Board of Directors listed below.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE COMPANY'S DIRECTOR NOMINEES.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR PROPOSAL 1
1. The Board of Directors of the Company recommends a vote "FOR"
Kim Campbell, PC, QC, Ray Irani, Ph.D. and Charles T. Manatt
as directors of the Company.
Election of nominees listed above to the Board of Directors of
the Company.
( ) FOR ALL NOMINEES LISTED ( ) WITHHOLD AUTHORITY FOR
ALL NOMINEES LISTED
(Instruction: To withhold authority to vote for any individual nominee(s),
give that nominee(s) name to the operator.)
At their discretion, the Proxies are authorized to vote upon any other
matter as may come before the Annual Meeting.
The undersigned acknowledges receipt of the copy of the notice of Annual
Meeting and Proxy Statement (with all enclosures and attachments) relating
to the meeting.
Please give name to the operator exactly as your name appears herein. When
there is more than one owner, all must sign; when signatory or attorney,
executor, administrator, trustee, guardian, corporate officer or partner,
sign full title as such. If a corporation, please sign in full corporate
name by duly authorized officer. If a partnership, please sign in
partnership name by a duly authorized person.