SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. _____) Filed by the Registrant Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ]Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Under Rule 14a-12 ICN Pharmaceuticals, Inc. -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) ICN Committee to Maximize Shareholder Value -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: ----------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ----------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ----------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ----------------------------------------------------------------------------- (5) Total fee paid: ----------------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials: ----------------------------------------------------------------------------- [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: ----------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ----------------------------------------------------------------------------- (3) Filing Party: ----------------------------------------------------------------------------- (4) Date Filed: ----------------------------------------------------------------------------- The following is the text of a letter sent to shareholders of ICN on or about May 23, 2001: The ICN Committee to Maximize Shareholder Value -------------------------------------------------------------------------------- TIME IS SHORT! DON'T DELAY! VOTE THE ENCLOSED GOLD PROXY CARD TODAY! Dear Fellow Shareholders, ICN's annual meeting is rapidly approaching. As you make a final decision how to cast your vote, we urge you to keep the following points in mind. THE NATION'S LEADING PROXY VOTING ADVISORY FIRM RECOMMENDS A VOTE "FOR" THE COMMITTEE'S NOMINEES Institutional Shareholder Services, widely recognized as the leading independent proxy advisory firm in the nation, after giving careful consideration to the arguments presented by both sides, has recommended a vote on the GOLD proxy card "FOR" the Committee's slate of director nominees. Citing ICN's "uneven governance history" and its "recent retreat" from the restructuring plan to which it committed in October, ISS concluded that "shareholders would be best served by electing the [Committee's nominees] to ICN's board. . . . Indeed, the election of new directors with a clear mandate to propel the restructuring and spinoff of Ribapharm forward appears to offer one of the best near-term means of restoring the market's confidence in the restructuring plan and enhancing shareholder value." (emphasis added) We've enclosed a copy of our press release with a more detailed description of ISS's report. We urge you to read it in its entirety. ICN CONTINUES ITS ATTEMPT TO DISTRACT SHAREHOLDERS AND AVOID THE ISSUES Carefully-Selected Disclosure. We find that ICN's recent press release epitomises its entire approach to the facts and the issues in this election. Amazingly, ICN chose to quote from ISS's 20-page report only one paragraph, about ICN's financial results (which has never been an issue for us), and conveniently managed never once to mention that ISS has recommended voting AGAINST the ICN management slate. Smear Campaign. Similarly, ICN has repeatedly resorted to telling half-stories in exaggerated terms - casting aspersions through innuendo on the members of the Committee and our nominees. ICN began its campaign in this fashion - and was obliged to retract prior statements lacking an independent factual foundation - and we aren't surprised to see it continue. Ludicrous Litigation. You should be aware that the lawsuit filed by ICN against the Committee and its members seeks, in the event the incumbent slate loses the election, a recount of the vote at the annual meeting and the removal of any of the Committee's nominees elected, setting the stage for an attempt to invalidate the votes of ICN's shareholders and to frustrate the exercise of shareholder democracy. THE REAL QUESTION IS THE COMMITMENT OF ICN'S INCUMBENT MANAGEMENT TO ENHANCING SHAREHOLDER VALUE In ICN's recent press release, Milan Panic bluntly summed up for ICN's shareholders his view: "The issue at stake is not the performance of . . . [ICN's] management and the progress of the corporate restructuring plan now underway." Quite simply, we couldn't disagree more with Mr. Panic. We believe ICN's management and the progress of the restructuring plan are precisely the issues at stake. The Committee believes the restructuring plan supported by Special Situations Partners and announced by ICN in October must be actively pursued to unlock unrealized value at ICN. The Committee believes that Milan Panic and the incumbent ICN Board have failed to demonstrate tangible progress in effecting the restructuring plan. Indeed we suspect that Mr. Panic and ICN's Board do not intend to deliver on their October commitments and that Mr. Panic does not intend, any time soon, to give up control of any of ICN's businesses. ISS also expressed its doubts about Mr. Panic's commitment to the October plan and its belief that a reversion to ICN's original June plan (which ISS suggests management would prefer) "would be seriously adverse to shareholders." The Committee believes that Milan Panic's statements, attitude and record have sapped investor confidence in ICN and detract from the company's sound business fundamentals. Ask yourself - can you name another CEO at the helm of a major American corporation who has: o not once but TWICE entered into SEC consent decrees and is currently the object of a further SEC complaint; o settled not one but SEVEN claims of alleged sexual harassment by employees; and o expressed the view that "[s]stockholders who get involved with what I do are speculators, manipulators, and sometimes blackmailers?" Ask yourself if you're happy about where the company's money goes? o $3.5 million to help fund Mr. Panic's settlement of a sexual harassment claim; o $9.25 million reserved for pending SEC litigation and a grand jury investigation; o $4.0 million on this proxy contest. The Committee does not believe that ICN's incumbent board of directors is truly independent of Mr. Panic and ICN's management or that they have sufficient incentive to dedicate themselves to maximizing shareholder value. We are not alone. In its report, ISS cites ICN's "checkered governance history" and "the widespread perception on the street that ICN's board is little more than a pawn of management." (emphasis added) TO ADDRESS THE REAL ISSUES, ELECT DIRECTORS INDEPENDENT OF MANAGEMENT If you agree with us, you can help elect to the Board a group of truly independent, stockholder-nominated directors who are wholly independent of Milan Panic and incumbent management and are dedicated to the prompt pursuit of the October restructuring plan and increased stockholder value. Send the message to ICN and the remaining directors that you take seriously both the need for Board independence and the Board's prior commitments regarding the enhancement of stockholder value. Your Vote is IMPORTANT - Cast your Vote on the enclosed GOLD Proxy Card "FOR" the Committee's Nominees If you have already voted management's WHITE proxy card and wish to change your mind, it's not too late. Simply sign, date and return the enclosed GOLD proxy card in the prepaid envelope provided. Only your latest dated proxy card will be voted at the meeting. If you have any questions or require additional information, please call Mackenzie Partners, Inc. at (800) 322-2885 (Toll Free) or (212) 929-5500 (Call Collect). The ICN Committee to Maximize Shareholder Value May 23, 2001 If you have any questions or need help voting your shares, please call: [MacKenzie Partners, Inc. logo] 156 Fifth Avenue New York, NY 10010 email: proxy@mackenziepartners.com Call Collect: (212) 929-5500 or Toll-Free: (800) 322-2885 Facsimile: (212) 929-0308