PROSPECTUS SUPPLEMENT NO. 3
(TO PROSPECTUS DATED NOVEMBER 9, 2001)
ICN PHARMACEUTICALS, INC.
$525,000,000 of 6 1/2 % Convertible Subordinated Notes due 2008 and
15,326,010 Shares of Common Stock Issuable upon Conversion of the Notes
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This prospectus supplement No. 3 supplements and amends the prospectus
dated November 9, 2001, as amended by prospectus supplement No. 1 dated
December 28, 2001 and prospectus supplement No. 2 dated February 26, 2002,
relating to the 6 1/2 % Convertible Subordinated Notes due July 15, 2008 of
ICN Pharmaceuticals, Inc., a Delaware corporation, held by certain
securityholders who may offer for sale the notes and the shares of our
common stock into which the notes are convertible at any time at market
prices prevailing at the time of sale or at privately negotiated prices.
The selling securityholders may sell the notes or the common stock directly
to purchasers or through underwriters, broker-dealers or agents, who may
receive compensation in the form of discounts, concessions or commissions.
ADDITIONAL SELLING SECURITYHOLDERS
The following represents an addendum to the table of selling
securityholders appearing on pages 46-50 of the prospectus, as supplemented
and amended:
COMMON
STOCK COMMON
PRINCIPAL ISSUABLE STOCK
AMOUNT OF UPON OWNED
NOTES CONVERSION AFTER
NAME BENEFICIALLY OF THE COMPLETION
---- OWNED AND NOTES AND OF THE
OFFERED HEREBY OFFERED HEREBY OFFERING
-------------- -------------- --------
Bankgesellschaft Berlin AG 6,250,000 182,452 -
In addition, the prospectus, as supplemented and amended, is hereby
further amended as follows: The deletion of:
COMMON
STOCK COMMON
PRINCIPAL ISSUABLE STOCK
AMOUNT OF UPON OWNED
NOTES CONVERSION AFTER
NAME BENEFICIALLY OF THE COMPLETION
---- OWNED AND NOTES AND OF THE
OFFERED HEREBY OFFERED HEREBY OFFERING
-------------- -------------- --------
Chrysler Corporation Master Retirement $6,740,000 196,756 -
Trust
Delta Air Lines Master Trust 1,720,000 50,210 -
Delta Pilots D & S Trust 790,000 23,061 -
Microsoft Corporation 1,020,000 29,776 -
Motion Picture Industry Health Plan - 535,000 15,617 -
Active Member Fund
Motion Picture Industry Health Plan - 230,000 6,714 -
Retiree Member Fund
OCM Convertible Trust 4,155,000 121,294 -
OCM Convertible Limited Partnership 225,000 6,568 -
Partner Reinsurance Company Ltd. 930,000 27,148 -
Putnam Asset Allocation Funds - Balanced 1,210,000 35,322 -
Portfolio
Putnam Asset Allocation Funds - 930,000 27,148 -
Conservative Portfolio
Putnam Convertible Income - Growth Trust 9,190,000 268,278 -
Putnam Convertible Opportunities and 330,000 9,633 -
Income Trust
Putnam Variable Trust - Putnam VT Global 330,000 9,633 -
Asset Allocation Fund
State Employees' Retirement Fund of the 2,325,000 67,872 -
State of Delaware
State of Connecticut Combined Investment 4,960,000 144,794 -
Funds
The Estate of James Campbell 347,000 10,129 -
Vanguard Convertible Securities Fund, Inc. 7,370,000 215,147 -
Zurich Institutional Benchmarks Master 200,000 5,838 -
Fund Limited
and substitution therefore of:
COMMON
STOCK COMMON
PRINCIPAL ISSUABLE STOCK
AMOUNT OF UPON OWNED
NOTES CONVERSION AFTER
NAME BENEFICIALLY OF THE COMPLETION
---- OWNED AND NOTES AND OF THE
OFFERED HEREBY OFFERED HEREBY OFFERING
-------------- -------------- --------
Chrysler Corporation Master Retirement $5,980,000 174,570 -
Trust
Delta Air Lines Master Trust 1,525,000 44,518 -
Delta Pilots D & S Trust 700,000 20,434 -
Microsoft Corporation 905,000 26,419 -
Motion Picture Industry Health Plan - 475,000 13,866 -
Active Member Fund
Motion Picture Industry Health Plan - 205,000 5,984 -
Retiree Member Fund
OCM Convertible Limited Partnership 200,000 5,838 -
OCM Convertible Trust 3,685,000 107,573 -
Partner Reinsurance Company Ltd. 825,000 24,083 -
Putnam Asset Allocation Funds - Balanced 1,510,000 44,080 -
Portfolio
Putnam Asset Allocation Funds - 1,230,000 35,906 -
Conservative Portfolio
Putnam Convertible Income - Growth Trust 10,990,000 320,824 -
Putnam Convertible Opportunities and 430,000 12,552 -
Income Trust
Putnam Variable Trust - Putnam VT Global 405,000 11,822 -
Asset Allocation Fund
State Employees' Retirement Fund of the 2,060,000 60,136 -
State of Delaware
State of Connecticut Combined Investment 4,400,000 128,446 -
Funds
The Estate of James Campbell 314,000 9,166 -
Vanguard Convertible Securities Fund, Inc. 6,540,000 190,918 -
Zurich Institutional Benchmarks Master 347,000 10,129 -
Fund Limited
The prospectus, together with prospectus supplement No. 1, prospectus
supplement No. 2 and this prospectus supplement No. 3, constitutes the
prospectus required to be delivered by Section 5(b) of the Securities Act
of 1933, as amended, with respect to offers and sales of the notes and the
common stock issuable upon conversion of the notes. All references in the
prospectus to "this prospectus" are hereby amended to read "this prospectus
(as supplemented and amended)."
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MAY 9, 2002