PROSPECTUS SUPPLEMENT NO. 2
(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. 2 supplements and amends the prospectus
dated November 9, 2001, as amended by prospectus supplement No. 1 dated
December 28, 2001, 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
-------------- -------------- --------
Credit Suisse First Boston Corp. $46,000 1,342 -
First Union Securities Inc. 150,000 4,378 -
HFR CA Select Fund 500,000 14,596 -
Merrill Lynch Pierce Fenner & Smith Inc. 1,600,000 46,707 -
San Diego County Employees Retirement 1,700,000 49,627 -
Association
Victory Capital Management 355,000 10,363 -
Zazove Hedged Convertible Fund L.P. 2,500,000 72,981 -
Zazove Income Fund L.P. 2,500,000 72,981 -
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
-------------- -------------- --------
BTES Convertible ARB $ 1,000,000 29,192 -
BTPO Growth Vs. Value 4,500,000 131,365 -
Chrysler Corporation Master Retirement Trust 7,175,000 209,455 -
Delta Airlines Master Trust 2,015,000 58,822 -
Delta Pilots D & S Trust 840,000 24,521 -
Lyxor Master Fund 1,262,000 36,840 -
Microsoft Corporation 1,085,000 31,673 -
Motion Picture Industry Health Plan - Active 570,000 16,639 -
Member Fund
Motion Picture Industry Health Plan - Retiree 245,000 7,152 -
Member Fund
OCM Convertible Trust 4,425,000 129,176 -
OCM Convertible Limited Partnership 1,830,000 53,422 -
Partner Reinsurance Company Ltd. 990,000 28,900 -
State Employees' Retirement Fund of the State 2,475,000 72,251 -
of Delaware
State of Connecticut Combined Investment Funds 5,280,000 154,135 -
Vanguard Convertible Securities Fund, Inc. 7,845,000 229,014 -
and substitution therefor 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
-------------- -------------- --------
BTES Convertible ARB $ 1,500,000 43,788 -
BTPO Growth Vs Value 6,000,000 175,154 -
Chrysler Corporation Master Retirement Trust 6,740,000 196,756 -
Delta Air Lines Master Trust 1,720,000 50,210 -
Delta Pilots D & S Trust 790,000 23,061 -
Lyxor Master Fund 2,262,000 66,033 -
Microsoft Corporation 1,020,000 29,776 -
Motion Picture Industry Health Plan - Active 535,000 15,617 -
Member Fund
Motion Picture Industry Health Plan - Retiree 230,000 6,714 -
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 -
State Employees' Retirement Fund of the State 2,325,000 67,872 -
of Delaware
State of Connecticut Combined Investment Funds 4,960,000 144,794 -
Vanguard Convertible Securities Fund, Inc. 7,370,000 215,147 -
The prospectus, together with prospectus supplement No. 1 and this
prospectus supplement No. 2, 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 FEBRUARY 26, 2002