-----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, HuOUxMV1yU5HdShE+14/w3LH2/LryK9MPq/Mmc5D11nEhVtLycTxKk/XEba1xYda RiUqByJ3FbLQXHbaf8abWQ== 0000950162-03-001024.txt : 20030717 0000950162-03-001024.hdr.sgml : 20030717 20030717172050 ACCESSION NUMBER: 0000950162-03-001024 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030717 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELAN FINANCE CORP LTD CENTRAL INDEX KEY: 0001094193 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-10726-01 FILM NUMBER: 03791801 BUSINESS ADDRESS: STREET 1: CLARENDON HOUSE STREET 2: 2 CHURCH ST CITY: HAMILTON HM 11 BERMU STATE: D0 ZIP: 00000 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: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-10726 FILM NUMBER: 03791800 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 POS AM 1 elanf3a071703.txt POST-EFFECTIVE AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on July 17, 2003 Registration No. 333-10726 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- Elan Finance Corporation Ltd. (Exact name of registrant as specified in its charter) Bermuda Not Applicable (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) Clarendon House 2 Church Street Hamilton HM 11, Bermuda (441) 295-1422 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Elan Corporation, Plc (Exact name of registrant as specified in its charter) Ireland Not Applicable (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) Lincoln House Lincoln Place Dublin 2, Ireland (353) 1-709-4000 (Address and telephone number of registrant's principal executive offices) CT Corporation System 111 Eighth Avenue New York, New York 10011 (212) 590-9200 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------- Copy to: William F. Daniel Christopher T. Cox, Esq. Secretary Cahill Gordon & Reindel, LLP Elan Corporation, plc 80 Pine Street Lincoln House New York, New York 10005 Lincoln Place (212) 701-3000 Dublin 2, Ireland (353) 1-709-4000 ---------- Approximate date of commencement of proposed sale to the public: This post-effective amendment deregisters those Elan Finance Corporation Ltd. Liquid Yield Option(TM) Notes due 2018, guaranteed on a subordinated basis by Elan Corporation, plc (the "LYONs"), and Ordinary Shares, represented by American Depositary Shares and evidenced by American Depositary Receipts, of Elan Corporation, plc issuable upon exchange or redemption of the LYONs that remain unsold hereunder as of the date hereof. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. _____ If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act on 1933, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. _____ -2- If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering._____ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. _____ DEREGISTRATION OF SECURITIES On August 27, 1999, Elan Finance Corporation Ltd. and Elan Corporation, plc (the "Issuers") filed a registration statement on Form F-3 (No. 333-10726) for purposes of registering Liquid Yield Option(TM) Notes due 2018, guaranteed on a subordinated basis by Elan Corporation, plc (the "LYONs"), and Ordinary Shares, represented by American Depositary Shares and evidenced by American Depositary Receipts, of Elan Corporation, plc issuable upon exchange or redemption of the LYONs. Pursuant to the terms of the Registration Rights Agreement entered into as of December 14, 1998 among the Issuers and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated that required the Issuers to file the Registration Statement, the Issuers are no longer required to keep the Registration Statement effective. Accordingly, this Post-Effective Amendment No. 1 to the Registration Statement is being filed to deregister, as of the date hereof, all of the LYONs and Ordinary Shares that remain unsold under the Registration Statement. The remainder of this page is intentionally left blank. -3- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form F-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Bermuda, on July 17, 2003. ELAN FINANCE CORPORATION LTD. By: /s/ Kevin Insley ------------------------------------ Name: Kevin Insley Title: President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Kevin Insley President, Chief Financial July 17, 2003 - ------------------------------- Officer and Director Kevin Insley (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) /s/ Debra Moore Buryj Director July 17, 2003 - ------------------------------- Debra Moore Buryj /s/ David J. Doyle Director July 17, 2003 - ------------------------------- David J. Doyle
S-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirement for filing on Form F-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dublin, Ireland on July 17, 2003. ELAN CORPORATION, PLC By: /s/ Shane M. Cooke ------------------------------------ Name: Shane M. Cooke Title: Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ G. Kelly Martin President, Chief Executive Officer July 17, 2003 - -------------------------------- and Director G. Kelly Martin (Principal Executive Officer) /s/ Shane M. Cooke Executive Vice President and Chief July 17, 2003 - -------------------------------- Financial Officer Shane M. Cooke (Principal Financial Officer and Principal Accounting Officer) /s/ Garo H. Armen Director July 17, 2003 - -------------------------------- Garo H. Armen /s/ Brendan E. Boushel Director July 17, 2003 - -------------------------------- Brendan E. Boushel - -------------------------------- Laurence G. Crowley Director July , 2003 S-2 Signature Title Date --------- ----- ---- /s/ William F. Daniel Director July 17, 2003 - -------------------------------- William F. Daniel Director July , 2003 - -------------------------------- Alan R. Gillespie /s/ Ann Maynard Gray Director July 17, 2003 - -------------------------------- Ann Maynard Gray Director July , 2003 - -------------------------------- John Groom /s/ Kieran McGowan Director July 17, 2003 - -------------------------------- Kieran McGowan Director July , 2003 - -------------------------------- Kevin M. McIntyre /s/ Kyran McLaughlin Director July 17, 2003 - -------------------------------- Kyran McLaughlin Director July , 2003 - -------------------------------- Dennis J. Selkoe /s/ Richard L. Thornburgh Director July 17, 2003 - -------------------------------- Richard L. Thornburgh Director July , 2003 - -------------------------------- Daniel P. Tully
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