ICN Pharmaceuticals Confirms Resignation of Newest Director : Management: Charles D. Miller says he quit the board because of ‘time constraints.’

COSTA MESA â€”  ICN Pharmaceuticals Inc. on Monday confirmed a persistent rumor that its newest director quit within days of his election.

Charles D. Miller, chairman of Avery Dennison Corp. in Pasadena, said in a prepared statement Monday that he changed his mind about serving on the board because of “my time constraints.�

Miller’s statement was intended to stave off speculation by disgruntled shareholders that he stepped down because of ICN’s ongoing troubles. A group of investors led by Beverly Hills stockbroker Rafi Khan has threatened a proxy fight to unseat ICN Chairman Milan Panic, who founded the company and its three subsidiaries.

ICN has indefinitely postponed its annual meeting, initially scheduled for Wednesday, in part because of the impending struggle for control of the firm.

“My action does not reflect any negative feeling about ICN or its business possibilities,� Miller said in the statement. He was not available to comment directly.

ICN defended its weeklong secrecy about Miller’s resignation, saying that the company had no official notification of it.

ICN spokesman Jack Sholl said the company received formal word Monday that Miller had resigned on April 29, three days after he was elected to the nine-member board. He admitted that ICN withheld the announcement until Panic was able to speak with Miller.

Sholl said that Panic had been traveling in New York last week and could not reach Miller, who was also traveling on the East Coast. Miller’s office last week referred inquiries from The Times to ICN.

“Mr. Panic wanted to speak with Mr. Miller directly,� Sholl said, “to actually verify the information that we had heard.�

Sholl said that the company is seeking a replacement but that he does not know when one will be nominated. “We just don’t want to feel constrained by time pressures. We want to find the best-qualified candidate,� he said.

The other ICN board members are Panic, who recently returned from his stint as premier of Yugoslavia; Adam Jerney, who took over Panic’s duties while he was gone; Norman Barker Jr., former chief executive of First Interstate Bank; Richard W. Starr, also formerly of First Interstate Bank; Birch Bayh, a former U.S. senator from Indiana; Weldon B. Jolley, a former professor of surgery at Loma Linda University’s School of Medicine; Robert H. Finch, former U.S. health, education and welfare secretary; and Roberts Smith, a former UCLA chemist who founded ICN with Panic in 1960.