SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
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[X] Definitive Additional Materials Rule 14a 6(e)(2))
[ ] Soliciting Material Pursuant
to Section 240.14a-11(c) or
Section 240.14a-12
ICN PHARMACEUTICALS, INC.
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(Name of Registrant as Specified in its Charter)
Iridian Asset Management LLC
and
Franklin Mutual Advisers, LLC
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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The following is the text of a press release issued today by Iridian Asset
Management LLC and Franklin Mutual Advisers, LLC.
FROM: Iridian Asset Management LLC
Franklin Mutual Advisers, LLC
Three Current ICN Directors Support Nominees
of Iridian Asset Management LLC and Franklin Mutual Advisers, LLC
Westport, CT and Short Hills, NJ. May 21, 2002. Iridian Asset
Management and Franklin Mutual Advisers, the investment manager for Franklin
Mutual Series Fund Inc., announced that the three currently serving
shareholder-nominated directors of ICN Pharmaceuticals Inc. (NYSE: ICN), Edward
A. Burkhardt, General Ronald R. Fogleman and Steven J. Lee, have expressed their
support for the election of Iridian and Franklin Mutual Advisers' nominees at
ICN's upcoming annual meeting of stockholders to be held on May 29, 2002.
In separate letters to Iridian and FMA, each of these three current
ICN directors wrote, "I want you to know that, consistent with my views
regarding the issues raised in the proxy contest last year, I fully support your
efforts to add three ... highly-qualified shareholder-nominated directors, Rich
Koppes, Rob O'Leary and Randy Thurman, to the ICN board."
Messrs. Burkhardt, Fogleman and Lee were nominated by ICN shareholders
in 2001 and were each elected by a resounding majority at ICN's 2001 annual
meeting.
Iridian is an SEC-registered investment adviser located in Westport,
CT. Iridian manages approximately $12 billion for institutional clients, pension
funds, charitable foundations and endowments, and invests primarily in mid-cap
and large-cap U.S. equities.
Franklin Mutual Advisers, LLC is a subsidiary of Franklin Resources,
Inc. [NYSE:BEN], a global investment organization operating as Franklin
Templeton Investments. Franklin Templeton provides global and domestic
investment management services through its Franklin, Templeton, Mutual Series
and Fiduciary Trust subsidiaries. The San Mateo, CA-based company has over 50
years of investment experience and more than $274 billion in assets under
management as of March 31, 2002. For more information, please call 1-800/DIAL
BEN(R) or visit franklintempleton.com.
In connection with their solicitation of proxies with respect to the 2002 annual
meeting of stockholders of ICN Pharmaceuticals, Inc. ("ICN"), Iridian Asset
Management LLC ("Iridian") and Franklin Mutual Advisers, LLC ("FMA") have filed
with the Securities and Exchange Commission (the "SEC") and disseminated to
stockholders a definitive proxy statement dated April 18, 2002. Stockholders are
advised to read the proxy statement as it contains important information.
Stockholders may obtain a free copy of the proxy statement and other relevant
documents filed with the SEC from the SEC website at www.sec.gov. Stockholders
may also obtain a free copy of Iridian and FMA's proxy statement by contacting
Mackenzie Partners in the manner described below.
Stockholders should be aware that Iridian and FMA have agreed to indemnify each
of Messrs. Burkhardt, Fogleman and Lee against lawsuits that might be brought
against them by ICN relating to the exercise of their rights as ICN shareholders
to vote in, or to express or advocate their views regarding, the pending proxy
contest for the election of ICN directors or the exercise of their fiduciary
duties as directors in connection with the proxy contest.
Contact: For Press: For Shareholders and Institutions:
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Hedda Nadler Mackenzie Partners, Inc.
Mount & Nadler Tel: Call Collect: (212) 929-5500
Tel: (212) 759-4440 Toll Free: (800) 322-2885