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 #3)
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
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
June 14, 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. [X] (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 17 Pages)
CUSIP No. 44 8924 100 13D Page 2 of 17 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Iridian Asset Management LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 5,005,757
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
5,005,757
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,005,757
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
Disclaims beneficial ownership for all purposes of the Common
Stock held by FMA, FRI or Providence (See Items 4 and 5(a))
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.02% (See Item 5(a))
14 TYPE OF REPORTING PERSON
IA
CUSIP No. 44 8924 100 13D Page 3 of 17 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LC Capital Management, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 5,005,757
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
5,005,757
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,005,757
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
Disclaims beneficial ownership for all purposes of the Common
Stock held by FMA, FRI or Providence (See Items 4 and 5(a))
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.02% (See Item 5(a))
14 TYPE OF REPORTING PERSON
HC
CUSIP No. 44 8924 100 13D Page 4 of 17 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CL Investors, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 5,005,757
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
5,005,757
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,005,757
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
Disclaims beneficial ownership for all purposes of the Common
Stock held by FMA, FRI or Providence (See Items 4 and 5(a))
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.02% (See Item 5(a))
14 TYPE OF REPORTING PERSON
HC
CUSIP No. 44 8924 100 13D Page 5 of 17 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
COLE Partners LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 108,500
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
108,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
Disclaims beneficial ownership for all purposes of the Common
Stock held by FMA, FRI or Providence (See Items 4 and 5(a))
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% (See Item 5(a))
14 TYPE OF REPORTING PERSON
HC
CUSIP No. 44 8924 100 13D Page 6 of 17 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Iridian Private Business Value Equity Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 108,500
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
108,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
Disclaims beneficial ownership for all purposes of the Common
Stock held by FMA, FRI or Providence (See Items 4 and 5(a))
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% (See Item 5(a))
14 TYPE OF REPORTING PERSON
PN
CUSIP No. 44 8924 100 13D Page 6 of 17 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David L. Cohen
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 5,098,757
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
5,098,757
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,098,757
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
Disclaims beneficial ownership for all purposes of the Common
Stock held by FMA, FRI or Providence (See Items 4 and 5(a))
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.13% (See Item 5(a))
14 TYPE OF REPORTING PERSON
IN
CUSIP No. 44 8924 100 13D Page 8 of 17 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harold J. Levy
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 5,098,757
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
5,098,757
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,098,757
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
Disclaims beneficial ownership for all purposes of the Common
Stock held by FMA, FRI or Providence (See Items 4 and 5(a))
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.13% (See Item 5(a))
14 TYPE OF REPORTING PERSON
IN
CUSIP No. 44 8924 100 13D Page 8 of 17 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Franklin Mutual Advisers, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,906,373
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
3,906,373
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,906,373
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
Disclaims beneficial ownership for all purposes of the Common
Stock held by FMA, FRI or Providence (See Items 4 and 5(a))
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.69% (See Item 5(a))
14 TYPE OF REPORTING PERSON
IA
This Amendment No. 3 (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 and Amendment No. 2 thereto,
filed April 9, 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 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is amended to read in its entirety
as follows:
(1) Iridian Reporting Persons.
The securities reported in Item 5 as beneficially owned by the
Iridian Reporting Persons were acquired as follows:
Iridian purchased 100 shares of Common Stock for total
consideration (including brokerage commissions) of $3,287.95 derived from the
capital of Iridian.
Accounts managed by Iridian (excluding Iridian Private
Business) purchased an aggregate of 4,897,157 shares of Common Stock for total
consideration (including brokerage commissions) of approximately $149.3 million
derived from the capital of the managed accounts.
Iridian Private Business purchased an aggregate of 108,500
shares of Common Stock for a total consideration (including brokerage
commissions) of approximately $3.3 million derived from the capital of Iridian
Private Business.
First Eagle purchased an aggregate of 93,000 shares of Common
Stock for total consideration (including brokerage commissions) of approximately
$2.5 million derived from the capital of First Eagle.
(2) FMA Reporting Persons.
The securities reported in Item 5 as beneficially owned by FMA
were acquired with funds of approximately $196.4 million (including brokerage
commissions). All such funds were provided from investment capital of FMA's
respective advisory clients.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by adding the
following:
At the Issuer's annual meeting of shareholders on May 29,
2002, FMA and Iridian nominated Messrs. Richard Koppes, Robert O'Leary and Randy
Thurman to serve as directors of the Issuer, and each of Messrs. Koppes, O'Leary
and Thurman was elected to serve as a director of the Issuer.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is amended to read in its entirety
as follows:
(a), (b) As of the date of this statement, the Reporting
Persons may be deemed to beneficially own in the aggregate 9,005,130 shares of
Common Stock, representing 10.82% of the outstanding Common Stock (the
percentage of shares of Common Stock owned being based upon 83,210,154 shares of
Common Stock outstanding at May 10, 2002 as set forth in the Issuer's Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2002). The Iridian
Reporting Persons, on the one hand, and FMA, on the other, each expressly
disclaims beneficial ownership for all purposes of the Common Stock held by the
other.
(1) Iridian Reporting Persons.
The Iridian Reporting Persons may be deemed to have direct
beneficial ownership of shares of Common Stock as follows:
-----------------------------------------------------------------------------
Name Number of Shares Percentage
-----------------------------------------------------------------------------
Iridian (1) 4,897,257 5.9%
-----------------------------------------------------------------------------
First Eagle 93,000 0.1%
-----------------------------------------------------------------------------
Iridian Private Business 108,500 0.1%
-----------------------------------------------------------------------------
(1) The shares of Common Stock set forth above for Iridian do not include the
shares of Common Stock held by Iridian Private Business.
Iridian has direct beneficial ownership of the shares of
Common Stock in the accounts which it manages. In addition, Iridian is the
investment adviser for Iridian Private Business. In such capacity, Iridian has
the right to vote and direct the disposition of shares of Common Stock held by
such entities and, consequently, has beneficial ownership of such shares.
LC Capital, as the controlling member of Iridian, may be
deemed to possess beneficial ownership of the shares of Common Stock
beneficially owned by Iridian. CL Investors, as the controlling member of LC
Capital, may be deemed to possess beneficial ownership of the shares of Common
Stock beneficially owned by LC Capital. Messrs. Cohen and Levy, as controlling
stockholders of CL Investors, may be deemed to possess beneficial ownership of
shares of Common Stock beneficially owned by CL Investors. Messrs. Cohen and
Levy may also be deemed to possess beneficial ownership of the shares of Common
Stock beneficially owned by Iridian by virtue of their service as Principals of
Iridian, to possess beneficial ownership of the shares of Common Stock
beneficially owned by LC Capital by virtue of their service as Principals and
managers of LC Capital, and to possess beneficial ownership of the shares of
Common Stock beneficially owned by CL Investors by virtue of the fact that they
constitute a majority of CL Investors' Board of Directors. Messrs. Cohen and
Levy disclaim beneficial ownership of such shares for all other purposes.
COLE, as the sole general partner of Iridian Private Business,
may be deemed to own beneficially shares of Common Stock of which Iridian
Private Business may be deemed to possess direct beneficial ownership. Iridian,
as the sole member of COLE, may be deemed to possess beneficial ownership of the
shares of Common Stock that are beneficially owned by COLE.
Iridian has the direct power to vote or direct the vote, and
the direct power to dispose or direct the disposition, of 4,897,257 shares of
Common Stock. LC Capital, CL Investors and Messrs. Cohen and Levy may be deemed
to share with Iridian the power to vote or direct the vote and to dispose or
direct the disposition of such shares.
Iridian has the direct power to vote or direct the vote, and
the direct power to dispose or direct the disposition, of the 108,500 shares of
Common Stock held by Iridian Private Business. COLE (in addition to LC Capital,
CL Investors and Messrs. Cohen and Levy) may be deemed to share with Iridian the
power to vote or direct the vote and to dispose or direct the disposition of
such shares.
Messrs. Cohen and Levy have the power to vote or direct the
vote, and the power to dispose or direct the disposition, of the 93,000 shares
of Common Stock held by First Eagle pursuant to their employment with A&SB
Advisers described in Item 2 of this statement (which description is
incorporated hereby by reference). By virtue of their ability to exercise voting
and dispositive power over the shares of Common Stock beneficially owned by
First Eagle, Messrs. Cohen and Levy, may be deemed to possess beneficial
ownership of such shares. Messrs. Cohen and Levy disclaim beneficial ownership
of such shares for all other purposes.
(2) FMA Reporting Persons.
One or more of FMA's advisory clients is the owner of
3,906,373 shares of 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 Regulation 13D-G under the Act, the beneficial owner of
3,906,373 shares, representing approximately 4.7% 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 each report the
securities over which they hold investment and voting power separately from each
other. FMA believes, based upon publicly reported information in financial
information services, that other affiliates of FRI may be deemed to have
beneficial ownership of securities of the Issuer. No filing pursuant to
Regulation 13D-G of the Act has been made by such affiliates and FMA has no
direct information in this regard.
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 of the Issuer that may be beneficially owned by FRI or its other
affiliates. FRI disclaims any economic interest or beneficial ownership in any
of the securities of the Issuer 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) Other than the transactions described in Schedules IIA and
IIB 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 during the past 60 days.
(d) No person other than the Reporting Persons, Jeffrey M.
Elliott and the persons listed on Schedule I has any right to receive or the
power to direct the receipt of dividends from, or the proceeds of the sale of
any of the Common Stock beneficially owned by the Reporting Persons, except, in
the case of the Iridian Reporting Persons, that the dividends from, or proceeds
from the sale of, shares of Common Stock in each respective account managed by
Iridian (or, in the case of First Eagle, managed by Messrs. Cohen and Levy) will
be delivered into each such respective account, and, in the case of FMA,
respective advisory clients of FMA.
(e) Not applicable.
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 17, 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 17, 2002 FRANKLIN MUTUAL ADVISERS, LLC
/s/ Bradley Takahashi
--------------------------------
By: Bradley Takahashi
Title: Vice President
SCHEDULE IIA
IRIDIAN REPORTING PERSONS
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.
Iridian Asset Management LLC
----------------------------
Date Number of Shares Price per Share (1)
---- ---------------- -------------------
May 6, 2002 4,100 $26.5000
May 15, 2002 1,900 $27.5600
June 3, 2002 3,400 $26.8700
(1) Price includes commission.
SCHEDULE IIB
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)
---- ---------------- -------------------
April 16, 2002 13,700 $28.3400
April 26, 2002 22,900 $27.6975
May 10, 2002 3,100 $26.5106
May 13, 2002 20,000 $26.5472
May 15, 2002 52,500 $26.4747
May 20, 2002 21,100 $27.5547
May 24, 2002 500 $27.6700
May 24, 2002 33,600 $27.4810
May 24, 2002 13,000 $27.7842
May 28, 2002 1,000 $28.0540
June 12, 2002 200,000 $24.9353
June 13, 2002 125,000 $24.9664
June 14, 2002 53,000 $24.8364
(1) Price includes commission.