-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Idd/mXmMpHj2huXG5snPNI1XAZrOp6YnPquO9QUNj0GlV45qmwWNg5jP5ADGNszm wPJ+FNVFf8sGtJnqmiyYVw== 0000950162-03-001513.txt : 20031114 0000950162-03-001513.hdr.sgml : 20031114 20031114165433 ACCESSION NUMBER: 0000950162-03-001513 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031114 FILED AS OF DATE: 20031114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELAN CORP PLC CENTRAL INDEX KEY: 0000737572 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13896 FILM NUMBER: 031005550 BUSINESS ADDRESS: STREET 1: LINCOLN HOUSE LINCOLN PLACE STREET 2: COUNTY WESTMEATH CITY: DUBLIN 2 IRELAND STATE: L2 BUSINESS PHONE: 3537094000 MAIL ADDRESS: STREET 1: LINCOLN HOUSE LINCOLN PLACE STREET 2: EIGHTY PINE STREET CITY: DUBLIN 2 IRELAND STATE: L2 ZIP: 00000 6-K 1 elan6k111403.txt FORM 6K FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of November, 2003 Commission File Number 001-13896 Elan Corporation, plc - -------------------------------------------------------------------------------- (Translation of registrant's name into English) Lincoln House, Lincoln Place, Dublin 2, Ireland - -------------------------------------------------------------------------------- (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F /X/ Form 40-F / / Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes / / No /X/ Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders. Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes / / No /X/ Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR. Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes / / No /X/ If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): This Report of Foreign Issuer on Form 6-K is incorporated by reference into the Post-Effective Amendments on Forms F-3 and S-8 to Form F-4 Registration Statement of Elan Corporation, plc (Registration No. 333-12756), the Registration Statement on Form F-3 of Elan Corporation, plc and Athena Neuroscience Finance, LLC (Registration No. 333-13130), and the Registration Statements on Form S-8 of Elan Corporation, plc (Registration Nos. 333-13996, 333-12344, 333-11940, 333-09644, 333-09284, 333-09048, 333-08384, 333-07361, 333-07136, 333-14240, 33-27506 and 333-100252). EXHIBIT LIST Exhibit Description ------- ----------- 99.1 Press release dated November 14, 2003 titled: Elan announces commencement of tender period for LYONS(TM)due 2018. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ELAN CORPORATION, plc By: /s/ William F. Daniel ---------------------------- William F. Daniel Company Secretary Date: November 14, 2003 EX-99.1 3 elan6k111403ex991.txt PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE Investors: Media: Emer Reynolds Anita Kawatra Ph: 353-1-709-4000 Ph: 212-407-5755 800-252-3526 800-252-3526 ELAN ANNOUNCES COMMENCEMENT OF TENDER PERIOD FOR LYONS(TM) DUE 2018 DUBLIN IRELAND, NOVEMBER 14, 2003-- Elan Corporation, plc (NYSE: ELN) today announced that holders of Liquid Yield Option(TM) Notes due 2018 (Zero Coupon--Subordinated) (the "LYONs") issued by its wholly-owned subsidiary, Elan Finance Corporation Ltd., have the right to surrender their LYONs for purchase during the period that begins today and ends on Monday, December 15, 2003. Pursuant to the indenture under which the LYONs were issued in December 1998, each holder of LYONs has the right to require Elan to purchase, until 5:00 p.m., New York time, on Monday, December 15, 2003, such holder's LYONs at a price equal to $616.57 per $1,000 principal amount at maturity of the LYONs. Under the terms of the LYONs, Elan had the option to pay for the LYONs in cash, in American Depositary Shares ("ADSs"), representing Ordinary Shares, of Elan, or in any combination of cash and ADSs. Elan has elected to pay for the LYONs in cash. The aggregate principal amount due at maturity for all outstanding LYONs is approximately $801.2 million. If all outstanding LYONs were surrendered for purchase, the aggregate cash purchase price would be approximately $494 million. Elan intends to use a portion of the net proceeds from its recently completed offerings of Ordinary Shares and 6.5% Guaranteed Convertible Notes due 2008 to repurchase the LYONs. In order to surrender LYONs for purchase, holders must deliver a purchase notice to The Bank of New York, the trustee and paying agent for the LYONs, on or before 5:00 p.m., New York time, on Monday, December 15, 2003. Holders may withdraw any LYONs previously surrendered for purchase at any time prior to 5:00 p.m., New York time, on Monday, December 15, 2003. Elan Announces Commencement of Tender Period for LYONs(TM) due 2018 Page 2 Elan filed a Tender Offer Statement on Form TO with the Securities and Exchange Commission today. Elan will make available to LYONs holders, through The Depository Trust Company, documents specifying the terms, conditions and procedures for surrendering for purchase and withdrawing LYONs. LYONs holders are encouraged to read these documents carefully before making any decision with respect to the surrender of LYONs, because these documents contain important information regarding the details of Elan's obligation to purchase LYONs. The LYONs are exchangeable into 13.75 Elan ADSs per $1,000 principal amount at maturity of LYONs, subject to certain conditions set forth in the indenture and in the LYONs, and subject to adjustment under certain circumstances. This press release does not constitute an offer to purchase LYONs. The offer to purchase is made solely by Elan's notice dated November 14, 2003. About Elan Elan is focused on the discovery, development, manufacturing, selling and marketing of novel therapeutic products in neurology, pain management and autoimmune diseases. Elan shares trade on the New York, London and Irish Stock Exchanges. The recent offerings of Ordinary Shares and Guaranteed Convertible Notes were made outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act of 1933, as amended (the "Securities Act"). The Ordinary Shares, the Guaranteed Convertible Notes, the guarantee of the Guaranteed Convertible Notes and the shares to be issued upon conversion of the Guaranteed Convertible Notes have not been and will not be registered under the Securities Act and, unless so registered, may not be offered, sold or distributed within the United States or to U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. This release does not constitute an offer to sell or the solicitation of an offer to buy any Guaranteed Convertible Notes or Ordinary Shares. This document contains forward-looking statements about Elan's financial condition, results of operations and business prospects that involve substantial risks and uncertainties. You can identify these statements by the fact that they use words such as "anticipate", "estimate", "project", "envisage", "intend", "plan", "believe" and other words Elan Announces Commencement of Tender Period for LYONs(TM) due 2018 Page 3 and terms of similar meaning in connection with any discussion of future operating or financial performance or events. Among the factors that could cause actual results to differ materially from those described herein are the following: the outcome of Elan's recovery plan and its ability to maintain flexibility and maintain sufficient cash, liquid resources, and investments and other assets capable of being monetised to meet its liquidity requirements; the outcome of the ongoing SEC investigation and the shareholder and other pending litigation; the success of research and development activities and the speed with which regulatory authorisations and product launches may be achieved; competitive developments affecting Elan's current products; the ability to successfully market both new and existing products; difficulties or delays in manufacturing; the ability to meet generic and branded competition after the expiration of Elan's patents; the trend towards managed care and health care cost containment; possible legislation affecting pharmaceutical pricing; exposure to product liability and other types of lawsuits; Elan's ability to protect its intellectual property; interest rate and foreign currency exchange rate fluctuations; governmental laws and regulations affecting domestic and foreign operations, including tax obligations; general changes in U.S. and Irish generally accepted accounting principles; growth in costs and expenses; changes in product mix; and the impact of acquisitions, divestitures, restructurings, product withdrawals and other unusual items. A further list and description of these risks, uncertainties and other matters can be found in Elan's Annual Report on Form 20-F for the fiscal year ended December 31, 2002, and in its Reports of Foreign Issuer on Form 6-K. Elan assumes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. -----END PRIVACY-ENHANCED MESSAGE-----