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 August, 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 August 22, 2003 titled:
Elan receives extension of waivers from EPIL noteholders.
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: August 22, 2003
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contacts:
Investors: (U.S.) Investors: (Europe) Media:
Jack Howarth Emer Reynolds Anita Kawatra
Ph: 212-407-5740 Ph: 353-1-709-4000 Ph: 212-331-8800
800-252-3526 00800-28352600 646-244-4773
ELAN RECEIVES EXTENSION OF WAIVERS FROM EPIL NOTEHOLDERS
Dublin, Ireland, August 22, 2003 -- Elan Corporation, plc (NYSE: ELN) ("Elan")
today announced that it has sought and received additional agreements from a
majority of the holders of the guaranteed notes issued by Elan's qualifying
special purpose entities, Elan Pharmaceutical Investments II, Ltd. ("EPIL II")
and Elan Pharmaceutical Investments III, Ltd. ("EPIL III"). The agreements
extend to August 29, 2003, the EPIL II and EPIL III noteholders' waivers of
compliance by Elan with certain provisions of the documents governing the EPIL
II and EPIL III notes that required Elan to provide the noteholders with Elan's
2002 audited consolidated financial statements by June 29, 2003. The waivers had
previously been set to expire today. Elan did not pay a fee in connection with
these waivers.
"We are devoting all necessary resources to completing and filing our 2002 Form
20-F and we appreciate the patience of all our stakeholders in seeing this
process through to conclusion", said G. Kelly Martin, President and Chief
Executive Officer of Elan.
As previously announced, Elan and its auditor, KPMG, are currently working to
conclude all audit related issues and matters in order to complete Elan's 2002
Form 20-F. However, Elan cannot provide any assurances as to the timing of the
completion and filing of the 2002 Form 20-F.
Elan is focused on the discovery, development, manufacturing, sale and marketing
of novel therapeutic products in neurology, pain management and autoimmune
diseases. Elan shares trade on the New York, London and Dublin Stock Exchanges.
Elan Receives Extension of Waivers from EPIL Noteholders
Page 2
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 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 ability of Elan to complete its
audited consolidated financial statements and to file with the SEC its 2002
Annual Report on Form 20-F on or prior to the expiration of the waivers, or any
extensions thereof, or prior to September 16, 2003, the date on which the
technical default, if any, under the indenture governing Elan's 7.25% Senior
Notes may become an event of default; the actions that the holders of Elan's
outstanding indebtedness, including its 7.25% Senior Notes, might take in
response to Elan's continued failure to complete its audited consolidated
financial statements and to file with the SEC its 2002 Annual Report on Form
20-F, including the acceleration of that indebtedness; the ability of Elan to
obtain, if necessary, waivers or extensions thereof from the holders of the EPIL
II notes, the EPIL III notes or the 7.25% Senior Notes; and the outcome of the
ongoing SEC investigation and shareholder litigation and the impact that the SEC
investigation and the previously announced expected restatement of Elan's 2001
U.S. GAAP financial results might have on the outcome of the litigation. 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, 2001, 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.