-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QDgCabQfVHCpQCREnSuEdyXlJ8FnZ2ueVVQCc1j45XpmCH2JIpNZy1VxT3Vs1D16 mY57Nv7bJCbaiGgctJA5jA== 0000895345-01-500091.txt : 20010501 0000895345-01-500091.hdr.sgml : 20010501 ACCESSION NUMBER: 0000895345-01-500091 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICN PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000930184 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330628076 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 001-11397 FILM NUMBER: 1615581 BUSINESS ADDRESS: STREET 1: 3300 HYLAND AVE CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7145450100 MAIL ADDRESS: STREET 1: 3300 HYLAND AVE CITY: COSTA MESA STATE: CA ZIP: 92626 FORMER COMPANY: FORMER CONFORMED NAME: ICN MERGER CORP DATE OF NAME CHANGE: 19940915 DEFA14A 1 call_alert.txt CALL ALERT TEXT 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. -------------------------------------------------------- (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: ------------------------------------------------------------------- [Logo of ICN Pharmaceuticals, Inc.] ICN PHARMACEUTICALS, INC. International Headquarters Telephone: (714) 545-0100 ICN Plaza FAX: (714) 641-7274 3300 Hyland Avenue Telex: 67-0413 Costa Mesa, California 92626 Please Deliver Immediately CONFERENCE CALL ALERT Milan Panic, Chairman and Chief Executive Officer, ICN Pharmaceuticals, Inc. (NYSE:ICN) cordially invites you to participate in our First Quarter Conference Call for the period ending March 31, 2001. THURSDAY, MAY 3, 2001 10:00 A.M. EASTERN TIME (7:00 A.M. PACIFIC TIME) Mr. Panic and other members of management will be on-line to discuss ICN's First Quarter 2001 Earnings, followed by Q&A. Please dial (719) 457-2624 at least ten minutes prior to the conference call in order to afford the operator enough time to tie you into the system. Please give the following confirmation code for the call: 601745. If you are unable to participate "live" on the conference call, a rebroadcast recording will be available two hours following the call's conclusion through Tuesday, May 8. Please dial (719) 457-0820 for this rebroadcast. You will need the above confirmation code for the rebroadcast. We look forward to your participation. ICN stockholders are strongly advised to read the proxy statement relating to ICN's 2001 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. ICN, its executive officers and directors may be deemed to be participants in the solicitation of proxies for ICN's 2001 annual meeting of stockholders. Information regarding these participants is contained in the Schedules 14A filed by ICN with the Securities and Exchange Commission by April 19, 2001. Any securities of ICN International offered will not be and have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, absent registration or an applicable exemption from registration requirements. When available, copies of the preliminary prospectus relating to the offering of shares of Class A Common Stock of Ribapharm Inc. may be obtained from the offices of UBS Warburg LLC, 299 Park Avenue, New York, New York 10171 (212) 821-4011. A registration statement relating to the shares of Class A common stock of Ribapharm Inc. has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. ### EX-1 2 question.txt QUESTION DOCUMENT Attached is the text of a telephone survey of stockholders conducted on behalf of ICN Pharmaceuticals, Inc. (the "Company") by Penn, Schoen & Berland Associates from April 23 to April 25, 2001. The purpose of the survey was to provide the Company with market research information to generally gauge stockholder attitudes and concerns about the Company to be used to determine the strategy in conducting its solicitations efforts for the 2001 Annual Meeting of Stockholders. It was not the intention, directly or indirectly, to solicit the proxy of any of the stockholders contacted or to influence their votes at the 2001 Annual Meeting of Stockholders. Accordingly, the Company does not believe that the survey constitutes soliciting material as defined in Rule 14a-1(l) of the Securities Exchange Act of 1934. - ------------------------------------------------------------------------------- ICN INVESTORS SURVEY APRIL 18, 2001 FINAL QUESTIONNAIRE PENN, SCHOEN & Berland Associates - ------------------------------------------------------------------------------- We are conducting a survey on behalf of ICN Pharmaceuticals. I'd like to ask you a few questions about the company and some current issues that are facing it. QUOTAS: INDIVIDUAL INVESTORS: 100 INTERVIEWS INSTITUTIONAL INVESTORS: 35-50 INTERVIEWS - ------------------------------------------------------------------------------- SCREEN QUESTION - ------------------------------------------------------------------------------- ASK OF ALL 1. Are you a shareholder of ICN Pharmaceuticals? 1) Yes CONTINUE 2) No TERMINATE 9) Don't know (volunteered) TERMINATE 2. CODE SHAREHOLDER SIZE 1) Large shareholders 2) Small shareholders 3. CODE SHAREHOLDER TYPE 1) Institutional shareholders QUOTA 35-50 2) Individuals shareholders QUOTA 100 - ------------------------------------------------------------------------------- FAVORABILITY - ------------------------------------------------------------------------------- ASK OF ALL I'M GOING TO ASK YOU SOME QUESTIONS ABOUT ICN PHARMACEUTICALS. ROTATE COMPANIES 4. Are you familiar with ICN Pharmaceuticals. (IF YES:) Are you very favorable toward it, somewhat favorable, somewhat unfavorable, or very unfavorable toward it? 1) Unfamiliar 2) Very favorable 3) Somewhat favorable 4) Somewhat unfavorable 5) Very unfavorable 9) don't know VOLUNTEERED 5. Are you familiar with SSP - Special Situations Partners, Inc.? (IF YES:) Are you very favorable toward it, somewhat favorable, somewhat unfavorable, or very unfavorable toward it? 1) Unfamiliar 2) Very favorable 3) Somewhat favorable 4) Somewhat unfavorable 5) Very unfavorable 9) don't know VOLUNTEERED 6. How well do you know ICN? Would you say you know the company very well, know a fair amount about the company, know very little about the company, or know the name only? 1) Know the company very well 2) Know a fair amount about the company 3) Know very little about the company 4) Know the name only 9) don't know/refused VOLUNTEERED 7. How would you characterize ICN's image in the investment community - is it excellent, good, only fair or poor? 1) Excellent 2) Good 3) Only fair 4) Poor 9) don't know VOLUNTEERED 8. Over the past few months has any news about ICN come to your attention? 1) Yes 2) No 9) don't know VOLUNTEERED 9. IF YES IN PREVIOUS QUESTION: What have you recently read or heard about ICN? (OPEN ENDED) 10. Are you familiar with Milan Panic, Chairman and CEO of ICN? (IF YES:) Are you very favorable toward him, somewhat favorable, somewhat unfavorable, or very unfavorable toward him? 1) Unfamiliar 2) Very favorable 3) Somewhat favorable 4) Somewhat unfavorable 5) Very unfavorable 9) don't know VOLUNTEERED 11. Are you familiar with Tito Tettamanti, Chairman of SSP - Special Situations Partners Inc.? (IF YES:) Are you very favorable toward him, somewhat favorable, somewhat unfavorable, or very unfavorable toward him? 1) Unfamiliar 2) Very favorable 3) Somewhat favorable 4) Somewhat unfavorable 5) Very unfavorable 9) don't know VOLUNTEERED - ------------------------------------------------------------------------------- INVESTMENT - ------------------------------------------------------------------------------- ASK OF ALL 12. How long have you or your company owned ICN stock? (READ CHOICES) 1) 0-6 months 2) 7 months-1 year 3) 1-2 years 4) 2-5 years 5) More than 5 years 9) don't know VOLUNTEERED 13. Since then, has your view of the company gotten better, worse, or stayed about the same? 1) Better 2) Worse 3) About the same 9) don't know VOLUNTEERED 14. Why? (OPEN-END) 15. Has the stock performed better than you expected, worse, or about as you had expected given the market environment? 1) Better 2) Worse 3) As I had expected 9) don't know VOLUNTEERED 16. Given everything you know about the company, do you believe it makes sense for investors to hold their shares at the same level, increase them or sell some off? 1) Hold shares at the same level 2) Increase them 3) Sell some off 9) Don't know VOLUNTEERED 17. Why? (OPEN ENDED) - ------------------------------------------------------------------------------- STOCK VALUE - ------------------------------------------------------------------------------- ASK OF ALL 18. In you opinion, is ICN's stock undervalued, overvalued or fairly valued at its current level? 1) Undervalued 2) Overvalued 3) Fairly valued 9) don't know VOLUNTEERED THE BOARD OF DIRECTORS OF ICN IS IN THE PROCESS OF IMPLEMENTING A RESTRUCTURING PLAN THAT WILL DIVIDE THE COMPANY INTO THREE SEPARATE, PUBLICLY TRADED COMPANIES. THE FIRST COMPANY WOULD BE RIBAPHARM, A BIO-TECHNOLOGY COMPANY THAT INCLUDES ICN'S RESEARCH AND DEVELOPMENT OPERATIONS AND ROYALTIES FROM RIBAVIRIN, AN ANTI-VIRAL PHARMACEUTICAL. THE SECOND COMPANY WOULD BE ICN INTERNATIONAL, COMPRISING ICN'S EUROPEAN AND ASIAN OPERATIONS. THE THIRD COMPANY WOULD BE ICN AMERICAS, WHICH WOULD RETAIN THE NORTH, CENTRAL AND LATIN AMERICAN OPERATIONS, AND BIOMEDICAL BUSINESSES. EACH COMPANY WILL BE SEPARATED FROM THE OTHERS, WITH SEPARATE MANAGEMENT AND INDEPENDENT BOARDS. 19. Were you aware of this plan? (IF YES): How familiar were you with the details? 1) Not aware of plan 2) Very familiar 3) Somewhat familiar 4) Not very familiar 5) Not at all familiar 9) Don't know VOLUNTEERED 20. Do you strongly support this plan, somewhat support, somewhat oppose or strongly oppose this plan? 1) Strongly support 2) Somewhat support 3) Somewhat oppose 4) Strongly oppose 9) Don't know VOLUNTEERED 21. Under the restructuring plan, Milan Panic, who is currently chairman of the board and CEO of ICN will serve as chairman of the board and CEO of ICN International. He will have no position with Ribapharm and will be the non-executive chairman of the Board of ICN Americas, which will search for a new CEO. Were you aware of this part of the plan? 1) Yes 2) No 9) Don't know VOLUNTEERED 22. Do you strongly support this plan, somewhat support, somewhat oppose or strongly oppose this plan? 1) Strongly support 2) Somewhat support 3) Somewhat oppose 4) Strongly oppose 9) Don't know VOLUNTEERED 23. Given what you know about ICN, how likely do you think it is that the company will implement the plan as it is currently constituted? 1) Very likely 2) Somewhat likely 3) Not very likely 4) Not likely at all 9) Don't know VOLUNTEERED 24. Some say ICN's management is moving forward as planned on the restructuring plan. Others say that it is dragging its feet. Which of these statements is closer to your view? 1) Management is moving forward as planned 2) Management is dragging its feet 9) Don't know VOLUNTEERED 25. Some think ICN's management is implementing the plan in a way that preserves shareholder value. Others say that management is eroding value by the way it is handling the restructuring process. Which is closer to your view? 1) Management is preserving value 2) Management is eroding value 9) Don't know VOLUNTEERED 25B Do you think current management should remain at ICN or that the company could benefit from new management? 1) Current management should remain at ICN 2) Company could benefit from new management 9) Don't know 25C An election will be held this spring for three positions on ICN's Board of Directors. Do you favor the proposed slate put forward by ICN's management or do you favor the slate proposed by Tito Tettamanti and SSP - Special Situation Partners Inc. 1) Favor the slate proposed by ICN's management 2) Favor the slate proposed by Tito Tettamanti and SSP 9) Don't know - ------------------------------------------------------------------------------- PRO-ICN ARGUMENTS - ------------------------------------------------------------------------------- ASK OF ALL Now I'm going to read you some arguments people might make in favor of ICN management's approach to the restructuring plan. After each one, please tell me whether it makes you much more likely to invest in ICN, somewhat more likely, somewhat less likely or much less likely to invest in ICN. ROTATE STATEMENTS 26. Current management has steered ICN to record profits and break-through products. Revenues last year reached $800 million. Ribavirin royalties jumped 42 percent to $155 million from $109 million a year ago. ICN shares have fared better than the overall market during the recent market turmoil and in the future, analysts expect ICN shares to perform well in relation to the general market, based on expected growth in earnings in 2001. Does this make you much more likely to invest in ICN, somewhat more likely, somewhat less likely or much less likely to invest in ICN? 1) Much more likely 2) Somewhat more likely 3) Somewhat less likely 4) Much less likely 9) don't know VOLUNTEERED USE SAME CODES FOR THE FOLLOWING 27. ICN is moving forward on all fronts of the restructuring plan. The company has filed draft offering circulars with the Budapest and London Stock Exchanges. Ribapharm is on its way to being registered with the SEC. It has repurchased $95 million in public debt as part of the plan. Accusations of foot dragging are just not true. 28. ICN is managing the restructuring process in a way that puts shareholders' interests first. It has stated it will not move precipitously for the benefit of short-term speculators. With a slowdown in the U.S. economy and turmoil in international financial markets, the process needs to be handled competently. 29. The Tito Tettamanti and SSP proxy fight is causing real harm and instability. Attacks are hurting the company's reputation and keeping management from moving forward more aggressively on restructuring. 30. ICN has been managing the business for long-term shareholder value. Senior management is concerned that Tito Tettamanti is emphasizing short term economic gain over long-term value. In the past, Forbes Magazine has criticized Tettamanti's actions for reportedly being unethical. The contrast couldn't be clearer, ICN management looking out for the long term, Tettamanti potentially seeking short term profits. END SERIES 31. Given everything you've heard, do you believe it makes sense for investors to hold their shares at the same level, increase them or sell them off? 1) Hold shares at the same level 2) Increase them 3) Sell them off 9) Don't know VOLUNTEERED - ------------------------------------------------------------------------------- DEMOGRAPHICS - ------------------------------------------------------------------------------- ASK OF ALL The remaining questions are for statistical purposes only. 38. How much ICN stock do you or your company hold? (OPEN END) 39. Are you an individual shareholder or do you work for an institutional shareholder? 1) Individual shareholder 2) Institutional shareholder 3) Both VOLUNTEERED 4) Neither VOLUNTEERED 9) Don't know VOLUNTEERED 40. How would you rate your knowledge of the health care sector? Please use a scale of 1-to-5, where 1 means not knowledgeable at all and 5 means extremely knowledgeable. 1) 1 (NOT KNOWLEDGABLE AT ALL) 2) 2 3) 3 4) 4 5) 5 (EXTREMELY KNOWLEDGEABLE) 41. Do you have a particular expertise in the pharmaceutical area? 1) Yes 2) No 9) don't know VOLUNTEERED 42. Which of the following categories best describes your age? 1) 18-24 2) 25-34 3) 35-44 4) 45-54 4) 55-64 5) 65+ 9) don't know/refused VOLUNTEERED 43. CODE SEX 44. CODE ZIP CODE -----END PRIVACY-ENHANCED MESSAGE-----