SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
ICN Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
448924100
(CUSIP Number)
David Winters
Franklin Mutual Advisers, LLC
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
973.912.2177
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 27, 2002
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(b)(3) or (4), check the following box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Mutual Advisers, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
4,421,973 (See Item 5)
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
4,421,973 (See Item 5)
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,421,973 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.31% (See Item 5)
14. TYPE OF REPORTING PERSON IA
Item 1. Security and Issuer
This statement is filed by Franklin Mutual Advisers, LLC. The Reporting Person
has filed this statement because it no longer has joint filing obligations
together with Iridian Asset Management LLC and certain related parties
(collectively, the "Iridian Reporting Persons") with respect to securities of
the Issuer, as disclosed in the Schedule 13D filed by each of FMA and the
Iridian Reporting Persons on June 28, 2002.
This statement relates to the Common Stock (the "Common Stock ") of ICN
Pharmaceuticals, Inc., a Delaware corporation (the "Issuer"). The Issuer's
principal executive offices are located at 3300 Hyland Avenue, Costa Mesa,
California 92626
Item 2. Identity and Background
(a) Name:
Franklin Mutual Advisers, LLC ("FMA" or the "Reporting Person")
(b) State of Organization:
Delaware
(c) Principal Business:
An investment adviser registered with the U.S. Securities and Exchange
Commission and investment adviser to the Franklin Mutual Series Fund Inc.
Address of Principal Business/Principal Office:
51 John F. Kennedy Parkway
Short Hills, NJ 07078
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) The name, residence or business address, and the principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted, of each executive
officer and director and each controlling person, if any, of the reporting
persons named above is set forth in Exhibit A hereto. To the best knowledge of
the persons listed in Item 2 hereof, each person listed on Exhibit A is a United
States citizen and, during the last five years, no person listed in Exhibit A
attached (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to, a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The securities reported herein were acquired with funds of approximately
$124,907 million (including brokerage commissions). All such funds were provided
from investment capital of FMA's respective advisory clients.
Item 4. Purpose of Transaction
The securities covered by this Statement were acquired by FMA's advisory clients
for the purpose of investment. Neither FMA nor any executive officer or director
of FMA has any present plans or intentions to acquire or dispose of any
securities of the Issuer other than on behalf of FMA's clients for the purpose
of investment.
FMA intends to encourage the Issuer's management and board of directors to take
steps to enhance the value of the Issuer and may hold discussions with members
of the Issuer's management and/or board of directors and/or with other
shareholders of the Issuer. Except as set forth in this statement, the Reporting
Person currently has no plans or proposals that relate to or that would result
in any of the actions or transactions described in paragraphs (a) through (j) of
Item 4 of the instructions to Schedule 13D. The Reporting Person may in the
future acquire additional Common Stock or other securities of the Issuer, in the
open market, in privately-negotiated purchases or otherwise and may also,
depending on then current circumstances, dispose of all or a portion of the
Common Stock beneficially owned by them in one or more transactions.
Additionally, the Reporting Person reserves the right from time to time to
formulate plans or proposals regarding the Issuer or any of its securities and
to carry out any of the actions or transactions described in paragraphs (a)
through (j) of Item 4 of the instructions to Schedule 13D, to the extent deemed
advisable by the Reporting Person.
FMA may decide to purchase on behalf of its advisory clients additional shares
of the Common Stock or other securities of the Issuer. In addition, FMA may
cause its advisory clients to dispose of any or all securities of the Issuer in
any manner permitted by applicable securities laws. FMA's advisory clients
reserve the right to exercise any and all of their respective rights as a
stockholder of the Issuer in a manner consistent with their equity interests.
Other than as described above, neither FMA nor any executive officer or director
of FMA, has any present plans or proposals which relate to or would result in:
(i) an extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the Issuer or any of its subsidiaries;
(ii) the sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(iii) any change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board;
(iv) any material change in the present capitalization or dividend policy of
the Issuer;
(v) any other material change in the Issuer's business or corporate
structure;
(vi) changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(vii) causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
(viii) a class of equity security of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(ix) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a-b) One or more of FMA's advisory clients is the owner of 4,421,973 shares of
the Common Stock. Investment advisory contracts with FMA's advisory clients
grant to FMA sole voting and investment discretion over the securities owned by
its advisory clients. Therefore, FMA may be deemed to be, for purposes of Rule
13d-3 under the 1934 Act (the "1934 Act"), the beneficial owner of 4,421,973
shares, representing approximately 5.31% of the outstanding shares of Common
Stock.
FMA is an indirect wholly owned subsidiary of Franklin Resources, Inc. ("FRI").
Beneficial ownership by investment advisory subsidiaries and other affiliates of
FRI is being reported in conformity with the guidelines articulated by the SEC
staff in Release No. 34-39538 (January 12, 1998) relating to organizations, such
as FRI, where related entities exercise voting and investment powers over the
securities being reported independently from each other. The voting and
investment powers held by FMA are exercised independently from FRI, and from all
other investment advisor subsidiaries of FRI (FRI, its affiliates and investment
advisor subsidiaries other than FMA are collectively referred to herein as "FRI
affiliates"). Furthermore, FMA and FRI internal policies and procedures
establish informational barriers that prevent the flow between FMA and the FRI
affiliates of information that relates to the voting and investment powers over
the securities owned by their respective advisory clients. Consequently, FMA and
the FRI affiliates are each reporting the securities over which they hold
investment and voting power separately from each other.
Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders")
each own in excess of 10% of the outstanding Common Stock of FRI and are the
principal shareholders of FRI. However, FMA exercises voting and investment
powers on behalf of its advisory clients independently of FRI, the Principal
Shareholders, and their respective affiliates. Consequently, beneficial
ownership of the securities being reported by FMA is not attributed to FRI, the
Principal Shareholders, and their respective affiliates other than FMA. FMA
disclaims any economic interest or beneficial ownership in any of the securities
covered by this statement.
Furthermore, FRI, the Principal Shareholders, and their respective affiliates
including FMA, are of the view that they are not acting as a "group" for
purposes of Section 13(d) under the Act and that they are not otherwise required
to attribute to each other the "beneficial ownership" of securities held by any
of them or by any persons or entities advised by FRI subsidiaries.
(c) Exhibit B sets forth all transactions in the shares of the Common Stock
within the past sixty days.
(d) No person other than respective advisory clients of FMA have the right to
receive or the power to direct the receipt of dividends from, or the proceeds of
the sale of the securities being reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer
Other than as disclosed above, no persons named in Item 2 herein, nor to the
best of such person's knowledge, no person named in Exhibit A hereto, has any
contract, arrangement, understanding or relationship (legal or otherwise) with
any person with respect to any securities of the Issuer, including, but not
limited to, transfer or voting of any securities, finders' fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or losses, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits
Exhibit A Executive Officers and Directors of Reporting Persons
Exhibit B Summary of Transactions Within the Last Sixty Days
After reasonable inquiry, and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete, and correct.
June 28, 2002
Franklin Mutual Advisers, LLC
By: Franklin/Templeton Distributors, Inc.
Its Managing Member
/s/Leslie M. Kratter
LESLIE M. KRATTER
Secretary
Exhibit A
EXECUTIVE OFFICERS AND DIRECTORS
Name
Present Principal Occupation/Employment
Residence or Business Address
David Winters
President, CEO and CIO - FMA
FMA
Martin L. Flanagan
Senior Vice President/Chief Financial Officer -FMA
FRI
Leslie M. Kratter
Secretary - FMA
FRI
Kenneth A. Lewis
Controller - FMA
FRI
Charles R. Sims
Treasurer - FMA
FMA
Jeff Diamond
Vice President - FMA
FMA
Michael Embler
Vice President - FMA
FMA
Ephraim Karpel
Vice President - FMA
FMA
Andrea Kraszewski
Vice President - FMA
FMA
Stuart Pistol
Assistant Vice President - FMA
Susan Potto
Vice President - FMA
FMA
Lawrence N. Sondike
Senior Vice President - FMA
FMA
Bradley Takahashi
Vice President - FMA
FMA
FRI Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
Parent Company of Franklin/Templeton Distributors, Inc., (the Parent Company of
Franklin Mutual Advisers, LLC) and a number of investment advisers and
administrative companies providing investment advice and administrative services
to the Franklin/Templeton Group of Funds, Franklin Mutual Series Fund Inc.,
managed accounts and other investment products.
FMA Franklin Mutual Advisers, LLC
51 John F. Kennedy Parkway
Short Hills, NJ 07078
An investment adviser registered with the U.S. Securities and Exchange
Commission and investment adviser to the Franklin Mutual Series Fund Inc.
Exhibit B
Summary of Transactions Within the Last Sixty Days (1)
Date Buy/Sell No. of Shares Price
04/26/02 buy 22,900 $27.6975
05/10/02 buy 3,100 $26.5106
05/13/02 buy 20,000 $26.5472
05/15/02 buy 25,000 $26.4760
05/15/02 buy 27,500 $26.4736
05/20/02 buy 21,100 $26.5547
05/24/02 buy 500 $27.6700
05/24/02 buy 33,600 $27.4810
05/24/02 buy 13,000 $27.7842
05/28/02 buy 1,000 $28.0450
06/12/02 buy 200,000 $24.9353
06/13/02 buy 125,000 $24.9664
06/14/02 buy 53,000 $24.8364
06/20/02 buy 162,600 $25.3805
06/25/02 buy 75,000 $24.1235
06/26/02 buy 150,000 $23.4606
06/26/02 buy 128,000 $23.3915
(1) The transactions set forth herein were also reported in Schedule 13D's filed
by Iridian Asset Management LLC.