SCHEDULE 14A INFORMATION
Proxy Statement Pursuant To Section 14(a) Of
The Securities Exchange Act Of 1934
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[_] Preliminary Proxy Statement
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RULE 14A-6(E)(2))
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[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-12
ICN Pharmaceuticals, Inc.
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N/A
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Following is the text of a fight letter sent to ICN Shareholders on or about
May 15,2001:
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 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 with Denton, Providence Capital and the nominees.
ICN ALLEGES THAT THERE ARE MATERIAL OMISSIONS AND MISREPRESENTATIONS
IN THE COMMITTEE'S PROXY AND SOLICITATION LETTER:
o WHAT IS THE COMMITTEE'S TRUE GOAL? Their objectives change:
o Initially, they proposed a separation of the business by
spin-offs, maintaining that a Ribapharm IPO was illegal.
o In October 2000, that changed to public offerings for
Ribapharm and ICN International and spin-offs.
o 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"
o In March 2001, SSP withdrew the proposal to sell ICN and
urged a spin-off of Ribapharm and ICN International without
any IPO's.
o 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 CLOSE LOOK AT TETTAMANTI'S NOMINEES:
o CRITICAL BACKGROUND INFORMATION regarding two of Tettamanti's
nominees was omitted, background which is vital to your voting
decision:
o BURKHARDT RESIGNED UNDER PRESSURE AS CHAIRMAN AND CHIEF
EXECUTIVE OFFICER of Wisconsin Central Transportation and,
then, with the backing of Denton and Providence Capital, LED
AN UNSUCCESSFUL PROXY FIGHT TO REGAIN CONTROL. Wisconsin
Central stock declined substantially while Burkhardt was
chairman and CEO.
o Lee is chairman and chief executive officer of PolyMedica, a
NASDAQ company whose STOCK DROPPED SUBSTANTIALLY 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 inquires 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 along in this policy
and further strengthen our team.
o Dr. Ray Irani, CHIEF EXECUTIVE OFFICE OF OCCIDENTAL PETROLEUM, A
NEW YORK STOCK EXCHANGE LISTED COMPANY WITH A MARKET
CAPITALIZATION OF APPROXIMATELY $10.9 BILLION, FOR OVER TEN
YEARS. 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.
o 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 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.
o 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, the management and other ICN board members. Mr. Manatt
served as a director of Federal Express and COMSAT.
Other current outside ICN Board members include a Noble 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 CLOSE 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
pipeline is aimed at the development of new drugs.
Vote the ICN Proxy
Sincerely,
Board of Directors of ICN