Edgar Filing: ALLERGAN INC

Allergan, Inc. 424(b)(3)

Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-50524

Prospectus Supplement No. 23
to
Prospectus Dated December 8, 2000

ALLERGAN, INC.

Liquid Yield Option™ Notes due 2020
(Zero Coupon — Subordinated)

The following information supplements, and must be read in connection with, the information contained in the Prospectus, dated December 8, 2000 (the “Prospectus”), of Allergan, Inc., a Delaware corporation. This Prospectus Supplement must be delivered with a copy of the Prospectus. All capitalized terms not otherwise defined herein have the respective meanings ascribed to them in the Prospectus.

The following information replaces in its entirety the information provided in the Prospectus under the caption “Selling Securityholders.”

Selling Securityholders

The LYONs were originally issued by us and sold by Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Initial Purchaser”) in a transaction exempt from the registration requirements of the Securities Act to persons reasonably believed by such Initial Purchaser to be “qualified institutional buyers” (as defined by Rule 144A under the Securities Act). The Selling Securityholders (which term includes their transferees, pledges, donees or successors) may from time to time offer and sell pursuant to this prospectus any and all of the LYONs and common stock.

Set forth below are the names of each Selling Securityholder, the principal amount of LYONs that may be offered by such Selling Securityholder pursuant to this prospectus and the number of shares of common stock into which such LYONs are convertible. Unless set forth below, none of the Selling Securityholders has had a material relationship with us or any of our predecessors or affiliates within the past three years.

The following table sets forth certain information received by us on or prior to April 23, 2002. However, any or all of the LYONs or common stock listed below may be offered for sale pursuant to this prospectus by the Selling Securityholders from time to time. Accordingly, no estimate can be given as to the amounts of LYONs or common stock that will be held by the Selling Securityholders upon consummation of any such sales. In addition, the Selling Securityholders identified below may have sold, transferred, or otherwise disposed of all or a portion of their LYONs since the date on which the information regarding their LYONs was provided, in transactions exempt from the registration requirements of the Securities Act.


	Aggregate
	Principal				Common
	Amount				Stock			Common
	of LYONs at		Percentage		Owned			Stock
	Maturity that		of LYONs		Prior to			Registered
Name	May Be Sold		Outstanding		Conversion			Hereby(1)

1976 Distribution Trust F/B/O A.R. Lauder/Zinterkhoffer	$	32,000		*		—			184
1976 Distribution Trust F/B/O Jene A. Lauder		32,000		*		—			184
AIB Securities Services		22,800,000		3.47		—			131,362
AIG Soundshore Opportunity Holding Fund Ltd.		4,250,000		*		—			24,486
AIG Soundshore Strategic Holding Fund Ltd.		4,250,000		*		—			24,486
AIG/National Union Fire Insurance		2,035,000		*		—			11,725
Allstate Life Insurance Company		5,500,000		*		31,000	(2)		31,688
Aloha Airlines Non-Pilots Pension Trust		375,000		*		—			2,161
Aloha Pilots Retirement Trust		210,000		*		—			1,210
American Fidelity Assurance Company		200,000		*		—			1,152
American Motorist Insurance Company		1,309,000		*		—			7,542
Amerisure Companies/Michigan Mutual Insurance Co.		550,000		*		—			3,169
AmSouth Bank, Custodian for AmSouth Variable Equity Income Fund		2,180,000		*		—			12,560
AmSouth Bank, Custodian for AmSouth Equity Income Fund		4,900,000		*		—			28,231
Arapahoe County Colorado		111,000		*		—			640
Arkansas Teachers Retirement		9,113,000		1.39		—			52,505
Arpeggo Fund, LP		4,200,000		*		—			24,198
Associated Electric & Gas Insurance Services Limited		1,000,000		*		—			5,762
Attorney’s Title Insurance Fund, Inc.		500,000		*		—			2,881
Aventis Pension Master Trust		385,000		*		—			2,218
Banc of America Securities LLC		500,000		*		—			2,881
Bancroft Convertible Fund, Inc.		815,000		*		—			4,696
Bank Austria Cayman Island, Ltd.		2,500,000		*		—			14,404
Baptist Health of South Florida		482,000		*		—			2,777
Bay County PERS		455,000		*		—			2,621
Blue Cross Blue Shield of Florida		2,000,000		*		—			11,523
Boilermaker — Blacksmith Pension Trust		2,275,000		*		—			13,107
Boston Museum of Fine Art		245,000		*		—			1,412
British Virgin Islands Social Security Board		84,000		*		—			484
BS Debt Income Fund — Class A		25,000		*		—			144
C & H Sugar Company, Inc.		575,000		*		—			3,313
CA State Automobile Assn Inter-Insurance		1,100,000		*		—			6,338
CALAMOS® Convertible Fund - CALAMOS® Investment Trust		3,690,000		*		—			21,260
CALAMOS® Convertible Growth and Income Fund — CALAMOS® Investment Trust		2,370,000		*		—			13,655
CALAMOS® Convertible Portfolio - CALAMOS® Advisors Trust		150,000		*		—			864


	Aggregate
	Principal				Common
	Amount				Stock		Common
	of LYONs at		Percentage		Owned		Stock
	Maturity that		of LYONs		Prior to		Registered
Name	May Be Sold		Outstanding		Conversion		Hereby(1)

CALAMOS® Global Convertible Fund - CALAMOS® Investment Trust		500,000		*		—		2,881
California State Automobile Inter Insurance		390,000		*		—		2,247
California State Automobile Retirement Pension		90,000		*		—		519
Capital Care, Inc.		60,000		*		—		346
CareFirst of Maryland, Inc.		275,000		*		—		1,584
Charitable Convertible Securities Fund		380,000		*		—		2,189
Charitable Income Fund		150,000		*		—		864
Chrysler Corporation Master Retirement Trust		2,960,000		*		—		17,054
CIBC World Markets International Arbitrage Corp.		8,000,000		1.22		—		46,092
City of Albany Pension Plan		215,000		*		—		1,239
City of Birmingham Retirement & Relief System		1,800,000		*		—		10,371
City of Knoxville Pension System		520,000		*		—		2,996
City University of New York		271,000		*		—		1,561
Clinton Riverside Convertible Portfolio Limited		3,000,000		*		—		17,285
Conseco Annuity Assurance — Multi-bucket Annuity Convertible Bond Fund		9,000,000		1.37		—		51,854
Conseco Fund Group — Convertible Securities Fund		2,000,000		*		—		11,523
Continental Assurance Company		1,400,000		*		—		8,066
Continental Casualty Company		7,600,000		1.16		—		43,787
Credit Suisse First Boston Corporation		13,663,000		2.08		—		78,719
Daimler Chrysler Corporation Emp. #1 Pension Plan DTD 4/1/89		5,665,000		*		—		32,639
DeAm Convertible Arbitrage Fund		3,500,000		*		—		20,165
Delta Air Lines Master Trust (c/o Oaktree Capital Management, LLC)		1,065,000		*		—		6,136
Delta Airlines Master Trust		4,280,000		*		—		24,659
Deutsche Bank Alex Brown Inc.		39,000		*		—		225
Dorinco Reinsurance Company		1,500,000		*		—		8,642
EB Convertible Securities Fund		800,000		*		—		4,609
Elf Aquitaine		400,000		*		—		2,305
Ellsworth Convertible Growth and Income Fund, Inc.		815,000		*		—		4,696
Engineers Joint Pension Fund		1,006,000		*		—		5,796
Enterprise Convertible Security Fund		127,000		*		—		732
Fidelity Financial Trust: Fidelity Convertible Securities Fund(3)		10,800,000		1.64		—		62,224
Fidelity Financial Trust: Fidelity Equity-Income Fund(3)		18,103,000		2.75		—		104,300


	Aggregate
	Principal				Common
	Amount				Stock		Common
	of LYONs at		Percentage		Owned		Stock
	Maturity that		of LYONs		Prior to		Registered
Name	May Be Sold		Outstanding		Conversion		Hereby(1)

Fidelity Management Trust Company on behalf of accounts managed by it(4)		1,097,000		*		—		6,320
Field Foundation of Illinois		40,000		*		—		230
Finance Factors Limited		450,000		*		—		2,593
First Republic Bank		175,000		*		—		1,008
Franklin and Marshall College		375,000		*		—		2,161
Free State Health Plan, Inc.		80,000		*		—		461
GE Pension Trust		2,800,000		*		—		16,132
Global Bermuda Limited Partnership		750,000		*		—		4,321
Genesee County Employees’ Retirement System		475,000		*		—		2,737
Goldman Sachs and Company		23,000,000		3.50		—		132,515
Grady Hospital Foundation		243,000		*		—		1,400
Greek Catholic Union		35,000		*		—		202
Greek Catholic Union II		30,000		*		—		173
Group Hospitalization and Medical Services, Inc.		300,000		*		—		1,728
Gryphon Domestic III, LLC		12,200,000		1.86		—		70,290
H.K. Porter Company, Inc.		60,000		*		—		346
Hamilton Partners Limited		1,000,000		*		—		5,762
Hawaiian Airlines Employees Pension Plan — IAM		170,000		*		—		979
Hawaiian Airlines Pension Plan for Salaried Employees		35,000		*		—		202
Hawaiian Airlines Pilots Retirement Plan		330,000		*		—		1,901
HealthNow New York, Inc.		175,000		*		—		1,008
IL Annuity and Insurance Company		6,000,000		*		—		34,569
Independence Blue Cross		235,000		*		—		1,354
ING Barings LLC		50,000		*		—		288
Investcorp-SAM Fund Limited		13,000,000		1.98		—		74,900
Island Insurance Convertible Account		310,000		*		—		1,786
Islands Holdings		125,000		*		—		720
Jackson County Employees’ Retirement System		375,000		*		—		2,161
Jefferies & Co.		4,000,000		*		—		23,046
Julius Baer Multibond Convertbond		1,250,000		*		—		7,202
KBC Financial Products USA, Inc.		2,000,000		*		—		11,523
Kerr McGee Corporation		1,750,000		*		—		10,083
Kettering Medical Center Funded Depreciation Account		145,000		*		—		835
Key Trust Convertible Securities Fund		160,000		*		—		922
Key Trust Fixed Income Fund		210,000		*		—		1,210
Knoxville Utilities Board Retirement System		335,000		*		—		1,930
Lakeshore International Ltd.		1,750,000		*		—		10,083
Lancer Securities Cayman		1,400,000		*		—		8,066
Lehman Brothers Inc.		54,820,000		8.34		—		315,845
Local Universities Support Corporation		108,000		*		—		622


	Aggregate
	Principal				Common
	Amount				Stock		Common
	of LYONs at		Percentage		Owned		Stock
	Maturity that		of LYONs		Prior to		Registered
Name	May Be Sold		Outstanding		Conversion		Hereby(1)

Louisiana Workers’ Compensation Corporation		325,000		*		—		1,872
Lumberman’s Mutual Casualty		1,039,000		*		—		5,986
Lutheran Brotherhood		3,000,000		*		—		17,285
Lydian Overseas Partners Master Fund		24,000,000		3.65		—		138,276
Macomb County Employees’ Retirement System		325,000		*		—		1,872
McMahan Securities Co. L.P.		975,000		*		—		5,617
Merrill Lynch Insurance Group		569,000		*		—		3,278
Merrill Lynch, Pierce, Fenner & Smith, Inc.(5)		31,922,000		4.86		—		183,919
Merrill Lynch Quantitative Advisors Securities Arbitrage Ltd.		11,500,000		1.75		—		66,257
Morgan Stanley & Co.		20,000,000		3.04		—		115,230
Morgan Stanley Dean Witter Convertible Securities Trust		3,600,000		*		—		20,741
Motion Picture Industry Health Plan — Active Member Fund		345,000		*		—		1,988
Motion Picture Industry Health Plan — Retiree Member Fund		175,000		*		—		1,008
Museum of Fine Arts, Boston		20,000		*		—		115
Nabisco Holdings		67,000		*		—		386
Nalco Chemical Company		750,000		*		—		4,321
Nashville Electric Service		325,000		*		—		1,872
New Orleans Firefighters Pension/Relief Fund		252,000		*		—		1,452
New York Life Insurance and Annuity Corporation		1,250,000		*		—		7,202
New York Life Insurance Company		11,250,000		1.71		—		64,817
Nicholas Applegate Convertible Fund		3,165,000		*		—		18,235
Nicholas Applegate Global Holdings Co. LP		80,000		*		—		461
Nicholas Applegate Investment Grade Convertible		13,000		*		—		75
Norcal Mutual Insurance Company		400,000		*		—		2,305
Occidental Petroleum		433,000				—		2,495
OCM Convertible Trust		1,355,000		*		—		7,807
Ohio Bureau of Workers Compensation		302,000		*		—		1,740
Oxford, Lord, Abbett & Co.		2,750,000		*		—		15,844
Pacific Life Insurance Company		2,000,000		*		—		11,523
Pacific Specialty (Convertibles)		850,000		*		—		4,897
Palladin Securities		1,050,000		*		—		6,050
Parker/Key Convertible Securities Fund		180,000		*		—		1,037
Parker-Hannifin Corporation		190,000		*		—		1,095
Partner Reinsurance Company Ltd.		590,000		*		—		3,399
Penn Treaty Network American Insurance Company		460,000		*		—		2,650
PGEP III LLC		1,050,000		*		—		6,050
Physicians Life		791,000		*		—		4,557
Physicians’ Reciprocal Insurers Account #7		2,000,000		*		—		11,523
PIMCO Convertible Fund		5,900,000		*		—		33,993


	Aggregate
	Principal				Common
	Amount				Stock		Common
	of LYONs at		Percentage		Owned		Stock
	Maturity that		of LYONs		Prior to		Registered
Name	May Be Sold		Outstanding		Conversion		Hereby(1)

Port Authority of Allegheny County Retirement and Disability Allowance Plan for the Employees Represented by Local 85 of the Amalgamated Transit Union		2,520,000		*		—		14,519
Potlatch-First Trust Company of St. Paul		300,000		*		—		1,728
PRIM Board		6,050,000		*		—		34,857
ProMutual		420,000		*		—		2,420
Putnam Asset Allocation Funds—Balanced Portfolio		845,000		*		—		4,868
Putnam Asset Allocation Funds—Conservative Portfolio		510,000		*		—		2,938
Putnam Convertible Income—Growth Trust		7,396,000		1.12		—		42,612
Putnam Convertible Opportunities and Income Trust		280,000		*		—		1,613
Quattro Fund, LLC		1,500,000		*		—		8,642
Queens Health Plan		125,000		*		—		720
R² Investments, LDC		12,000,000		1.83		—		69,138
Radian Guaranty, Inc.		2,500,000		*		—		14,404
Ramius Capital Group Holdings, Ltd.		700,000		*		—		4,033
Raytheon Master Pension Trust		876,000		*		—		5,047
RCG Lattitude Master Fund		800,000		*		—		4,609
Ret Pension Plan of the CA State Automob		350,000		*		—		2,017
Rhapsody Fund LP		14,600,000		2.22		—		84,118
RJR Reynolds		220,000		*		—		1,268
Rockhaven Premier Dividend Fund		930,000		*		—		5,358
Salomon Brothers Asset Management, Inc.		1,650,000		*		—		9,506
Salomon Smith Barney Inc.		4,000,000		*		—		23,046
San Diego City Retirement		1,973,000		*		—		11,367
San Diego County Convertible		4,250,000		*		—		24,486
Screen Actors Guild Pension Convertible		1,072,000		*		—		6,176
Shell Pension Trust		831,000		*		—		4,788
South Dakota Retirement System		2,000,000		*		—		11,523
Southern Farm Bureau Life Insurance		3,350,000		*		—		19,301
SPT		1,830,000		*		—		10,544
Standard Insurance Company		450,000		*		—		2,593
Starvest Combined Portfolio		2,475,000		*		—		14,260
Starvest Managed Portfolio		200,000		*		—		1,152
State Employees’ Retirement Fund of the State of Delaware		1,495,000		*		—		8,613
State of Connecticut Combined Investment Funds		3,290,000		*		—		18,955
State of Maryland Retirement System		5,923,000		*		—		34,125
State of Mississippi Health Care Trust Fund		1,600,000		*		—		9,218
State of Oregon/SAIF Corporation		14,750,000		2.24		—		84,982
Teacher’s Insurance and Annuity Association		7,000,000		1.06		—		40,331
The Class 1c Company		4,000,000		*		—		23,046
The Cockrell Foundation		125,000		*		—		720


	Aggregate
	Principal				Common
	Amount				Stock			Common
	of LYONs at		Percentage		Owned			Stock
	Maturity that		of LYONs		Prior to			Registered
Name	May Be Sold		Outstanding		Conversion			Hereby(1)

The Dow Chemical Company Employees’ Retirement Plan		4,550,000		*		—			26,215
The Fondren Foundation		145,000		*		—			835
The Grable Foundation		216,000		*		—			1,244
Tribeca Investments LLC		12,000,000		1.83		—			69,138
UBS AG, London Branch		11,000,000		1.67		—			63,377
UBS O’Connor LLC f/b/o UBS Global Equity Arbitrage Master Limited		7,500,000		1.14		—			43,211
UBS Warburg LLC		61,540,000		9.36		—			354,563
Unifi, Inc. Profit Sharing Plan and Trust		230,000		*		—			1,325
United Food and Commercial Workers Local 1262 and Employers Pension Fund		1,140,000		*		—			6,568
University of Rochester		100,000		*		—			576
University of South Florida		550,000		*		—			3,169
University of South Florida Foundation		80,000		*		—			461
Van Kampen Harbor Fund		13,700,000		2.08		2,635,165	(6)		78,933
Van Waters & Rogers, Inc. Retirement Plan		650,000		*		—			3,745
Vanguard Convertible Securities Fund, Inc.		3,725,000		*		—			21,462
Victory Capital Management as Trustee for Parker Key/Convertible		190,000		*					1,095
Victory Convertible Securities Fund		580,000		*		—			3,342
Victory Invest Quality Bond Fund		90,000		*		—			519
Wake Forest University		1,867,000		*		—			10,757
Writers Guild Convertible		626,000		*		—			3,607
Wyoming State Treasurer		2,153,000		*		—			12,405

*		Less than one percent.




(1)		Assumes conversion of all of the Holder’s LYONs at a conversion rate of 5.7615 shares of common stock per $1,000 principal amount at maturity of the LYONs. However, this conversion rate will be subject to adjustment as described under “Description of the LYONs — Conversion Rights.” As a result, the amount of common stock issuable upon conversion of the LYONs may increase or decrease in the future.




(2)		The Allstate Corporation (“Allstate”) directly and through its subsidiaries currently owns 29,600 shares of Company common stock. The Agents Pension Plan (the “Pension Plan”) currently owns 1,400 shares of Company common stock. The Pension Plan is a qualified ERISA plan that is maintained for the benefit of certain agents of Allstate Insurance Company (“AIC”), a subsidiary of Allstate. The Trustee for the Pension Plan holds title to all Pension Plan investments. Allstate disclaims any interest in securities held in the pension plan trust, although the Investment Committee of the Pension Plan consists of AIC officers. In the course of managing their investment portfolios, AIC and its affiliates may acquire and hold investments that exceed 10% of a class of equity securities of an issuer. The Public Equity Group of the Investment Department of AIC, which has the responsibility for the securities described herein, is not aware of any positions, offices or other material relationships involving AIC or its subsidiaries which are required to be disclosed. However, no independent investigation has been made as to whether there are or may have been any such transactions as a result of insurance activities, investment activities or other groups or divisions or actions with respect to or by such investing companies.

(3)		This entity is either an investment company or a portfolio of an investment company registered under Section 8 of the Investment Company Act of 1940, as amended, or a private investment account advised by Fidelity Management & Research Company (“FMR Co.”). FMR Co. is a Massachusetts corporation and an investment advisor registered under Section 203 of the Investment Advisers Act of 1940, as amended, and provides investment advisory services to each of such Fidelity entities identified above, and to other registered investment companies and to certain other funds which are generally offered to a limited group of investors. FMR Co. is a wholly-owned subsidiary of FMR Corp. (“FMR”), a Massachusetts corporation. The holdings indicated are as of December 13, 2000.




(4)		Shares indicated as owned by such entity are owned directly by various private investment accounts, primarily employee benefit plans for which Fidelity Trust Management Trust Company (“FMTC”) serves as trustee or managing agent. FMTC is a wholly-owned subsidiary of FMR and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, as amended. The holdings indicated are as of December 13, 2000.




(5)		Merrill Lynch, Pierce, Fenner & Smith, Inc. was the Initial Purchaser in a private placement of the LYONs by the Company on November 1, 2000. Merrill Lynch, Pierce, Fenner & Smith, Inc. is not aware of any position, office or directorship relationship with the Company or its affiliates. However, it may or may not have, from time to time, acted in a financial investment advisory capacity to the Company.




(6)		Van Kampen Asset Management, Inc. is the investment advisor to the Van Kampen Harbor Fund and has discretionary authority over its portfolio. Van Kampen Asset Management, Inc. is also the investment advisor to a number of other funds. Those funds hold an aggregate amount of 2,635,165 shares of common stock of the Company.

The preceding table has been prepared based upon information furnished to us by the Selling Securityholders in the table. From time to time, additional information concerning ownership of the LYONs and common stock may rest with certain Holders thereof not named in the preceding table, with whom we believe we have no affiliation.

The Selling Securityholders listed in the above table may have sold or transferred, in transactions exempt form the registration requirements of the Securities Act, some or all of their LYONs since the date on which the information is presented in the above table. Information about the Selling Securityholders may change over time. Any changed information will be set forth in prospectus supplements.

Because the Selling Securityholders may offer all or some of their LYONs or the underlying common stock from time to time, we can not estimate the amount of the LYONs or the underlying common stock that will be held by the Selling Securityholders upon the termination of any particular offering. See “Plan of Distribution.”

The Date of This Prospectus Supplement Is April 24, 2002