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:
-------------------------------------------------------------------
EXPLANATORY NOTE
ICN Pharmaceuticals, Inc. ("ICN") has established a website (the "Proxy
Website") in order to permit stockholders of ICN and other interested
parties to obtain access to materials filed by ICN with the United States
Securities and Exchange Commission ("SEC") and other relevant material, and
to facilitate stockholder communication with ICN.
The Proxy Website can be accessed through ICN's website at www.icnpharm.com
by clicking on the hyperlink labelled "2001 Annual Meeting" on the left
side of the homepage. In addition, the Proxy Website can be accessed at
www.icnproxy.com and www.icnannualmeeting.com.
The contents of the Proxy Website at this time have previously been filed
with the SEC, or included with this filing, including, pursuant to separate
Schedule 14A filings on the following dates: May 1, 2001, April 30, 2001,
April 25, 2001 and April 19, 2001. Any additional content on the Proxy
Website will be filed with the SEC on Schedule 14A filings no later than
the date the content is added to the Proxy Website.
The present content of the Proxy Website is:
[GRAPHIC OMITTED - PHOTO OF ICN HEADQUARTERS]
[GRAPHIC OMITTED - PHOTO OF MILAN PANIC]
[ICN LOGO]
2001 ANNUAL MEETING
PUTTING SHAREHOLDERS FIRST
2001 - PERSONAL SHAREHOLDER MESSAGES FROM THE CHAIRMAN
30.Apr.2001 Restructuring for Shareholder Value - An Update
2001 - READ THE PROXY
02.May.2001 2001 Proxy Statement
AS SEEN IN THE WALL STREET JOURNAL
01.May.2001 ICN Management: Restructuring for Shareholder Value
24.Apr.2001 ICN Leadership: Creating Value Through Performance
ICN INTERACTIVE: VIEW A SERIES OF VIDEO MESSAGES
02.May.2001 Coming Soon - Interactive Video Messages
ICN NEWS: READ ALL ABOUT IT
19.Apr.2001 ICN Sets Annual Meeting Date - May 30, 2001
22.Mar.2001 ICN International Files Initial Offering Circulars in
London and Budapest
Last updated: 05/04/2001
ICN stockholders are strongly advised to read the definitive proxy
statement filed by ICN on May 1, 2001 relating to ICN's 2001 annual meeting
of stockholders as it contains 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 without charge at the Internet website maintained by the
Securities and Exchange Commission at www.sec.gov. In addition, ICN is in
the process of mailing the proxy statement to each stockholder of record on
the record date established for the stockholders meeting. ICN will also
make additional copies of the proxy statement and any amendments to the
proxy statement available without charge 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 or Georgeson & Company Inc. at
(800) 223-2064 (toll-free).
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
definitive proxy statement filed by ICN with the Securities and Exchange
Commission on May 1, 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 communication 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.
* * *
Following is the text of a press release issued by ICN Pharmaceuticals,
Inc. on March 22, 2001 which is included on the Proxy Website:
ICN Pharmaceuticals, Inc.
NEWS RELEASE
CONTACT: Media, Peter Murphy, 714-545-0100, ext. 3213, or Investors,
Joseph Schepers, 212-754-4422, for ICN Pharmaceuticals, Inc.
ICN INTERNATIONAL FILES INITIAL OFFERING CIRCULARS IN LONDON AND BUDAPEST
COSTA MESA, Calif., March 22 /PRNewswire/ -- ICN Pharmaceuticals, Inc.
(NYSE: ICN) announced today that draft offering circulars relating to the
proposed international offering of shares and global depositary receipts
("GDRs") in ICN International have been submitted on a confidential basis
to the Budapest and London Stock Exchanges.
On completion of the previously announced reorganization, ICN International
will comprise ICN's operations in Western Europe, Central and Eastern
Europe and Asia, Africa and Australia.
Subject to market conditions and regulatory approvals, it is proposed that
up to 40% of ICN International will be sold in an international offering in
the second quarter of 2001. It is intended that ICN International's shares
will be listed on the Budapest Stock Exchange and that GDRs representing
shares in ICN International will be listed on the London Stock Exchange.
ICN Chairman and Chief Executive Officer Milan Panic commented on the
proposed offering, saying, "The filing of the draft offering circulars with
the Budapest and London Stock Exchanges is an important milestone
demonstrating our ongoing commitment to split ICN into three publicly
traded entities."
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.
'SAFE HARBOR' STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995. This press release contains forward-looking statements that
involve risks and uncertainties, including but not limited to ICN's ability
to complete its restructuring plan according to stated timeframes, stock
exchange and other regulatory approval processes, legal, accounting and
other risks including those detailed from time to time in ICN's Securities
and Exchange Commission filings.
ICN is an innovative, research-based global pharmaceutical company that
manufactures, markets and distributes a broad range of prescription and
non-prescription pharmaceuticals under the ICN brand name. Its therapeutic
focus is on anti-infectives, including anti-virals, dermatology and
oncology. Additional information is also available on ICN's website at
http://www.icnpharm.com.