SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment #4) ICN Pharmaceuticals, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share ("Shares") -------------------------------------------------------------------------------- (Title of Class of Securities) 44 8924 100 -------------------------------------------------------------------------------- (CUSIP Number) David L. Cohen David Winters Principal President Iridian Asset Management LLC Franklin Mutual Advisers, LLC 276 Post Road West 51 John F. Kennedy Parkway Westport, CT 06880-4704 Short Hills, New Jersey 07078 203-341-9000 973-912-2177 with a copy to: Daniel S. Sternberg, Esq. Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, New York 10006 212-225-2000 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons 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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. (As to the Iridian Reporting Persons (as defined below) only). The information required on this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. (Continued on the following pages) (Page 1 of 7 Pages) This Amendment No. 4 (this "Amendment") amends and supplements the Schedule 13D filed on March 13, 2002, of the Reporting Persons, as amended by Amendment No. 1 thereto, filed on March 25, 2002, Amendment No. 2 thereto, filed April 9, 2002 and Amendment No. 3 thereto, filed on June 17, 2002, with respect to the common stock, par value $0.01 per share (the "Common Stock"), of ICN Pharmaceuticals, Inc., a Delaware corporation (the "Issuer") (such Statement on Schedule 13D as amended, the "Schedule 13D"). All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. Item 2. Identity and Background. Item 2 of the Schedule 13D is hereby amended to add the following: On June 27, 2002 Iridian and FMA terminated the Shareholder Agreement and as a result the Iridian Reporting Persons and FMA may no longer by deemed to be a "group" for purposes of Regulation 13D-G under the Act. FMA and the Iridian Reporting Persons therefore may no longer be deemed to possess "beneficial ownership" of the Common Stock owned by the other. Iridian and FMA have agreed that the Joint Filing Agreement, Exhibit 2 to the original statement on Schedule 13D filed on March 13, 2002, is to be terminated effective immediately after the filing of this Amendment. After the date hereof, FMA and the Iridian Reporting Persons shall no longer make joint filings on this Schedule 13D with respect to the equity securities of the Issuer, but each shall independently make such filings as they may be required to make in accordance with Regulation 13D-G under the Act. Item 5. Interest in Securities of the Issuer. Section (c) of Item 5 of the Schedule 13D is amended to read in its entirety as follows: (c) Other than the transactions described in Schedule IIA of this statement, none of the Reporting Persons, Jeffrey M. Elliott, nor, to the best of their knowledge, any of the persons listed in Schedule I, have effected any transactions in the Common Stock since Amendment No. 3 to the Schedule 13D was filed on June 17, 2002. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Item 6 of the Schedule 13D is hereby amended by adding the following: On June 27, 2002, Iridian and FMA terminated the Shareholder Agreement pursuant to a letter agreement filed as Exhibit 3 to this Amendment, which letter agreement is incorporated herein in its entirety by reference. Item 7. Material to be Filed as Exhibits. Item 7 of the Schedule 13D is amended to read in its entirety as follows: Exhibit 1* Letter Agreement, dated March 8, 2002, between Iridian Asset Management LLC and Franklin Mutual Advisers, LLC. Exhibit 2* Joint Filing Agreement. Exhibit 3 Letter Agreement, dated June 27, 2002, between Iridian Asset Management LLC and Franklin Mutual Advisers, LLC terminating the Shareholders Agreement. * Previously filed. SIGNATURES 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. Date: June 27, 2002 IRIDIAN ASSET MANAGEMENT LLC /s/ David L. Cohen -------------------------------- By: David L. Cohen Title: Principal LC CAPITAL MANAGEMENT, LLC /s/ David L. Cohen -------------------------------- By: David L. Cohen Title: Principal CL INVESTORS, INC. /s/ Jeffrey M. Elliott -------------------------------- By: Jeffrey M. Elliott Title: President COLE PARTNERS LLC /s/ David L. Cohen -------------------------------- By: David L. Cohen Title: Principal IRIDIAN PRIVATE BUSINESS VALUE EQUITY FUND, L.P. By: COLE Partners LLC, General Partner /s/ David L. Cohen -------------------------- By: David L. Cohen Title: Principal /s/ David L. Cohen -------------------------------- David L. Cohen, individually /s/ Harold J. Levy -------------------------------- Harold J. Levy, individually Date: June 27, 2002 FRANKLIN MUTUAL ADVISERS, LLC /s/ Bradley Takahashi -------------------------------- By: Bradley Takahashi Title: Vice President SCHEDULE IIA FMA TRANSACTIONS IN COMMON STOCK Unless otherwise indicated, each of the transactions described below was a purchase of Common Stock for cash on the New York Stock Exchange. Date Number of Shares Price per Share (1) ---- ---------------- ------------------- June 20, 2002 162,600 $25.3805 June 25, 2002 75,000 $24.1235 June 26, 2002 150,000 $23.4606 June 26, 2002 128,000 $23.3915 (1) Price includes commission.