-----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, WVQPmLxbVy8Z+yAyYynauj8sQzHmOMO/NmDlMqOjJfhE36FZGrXSeE10d1sQIcTR 1ZSL6PTO2cP5XLDBnYkrOA== 0000950162-04-001140.txt : 20041004 0000950162-04-001140.hdr.sgml : 20041004 20041004141924 ACCESSION NUMBER: 0000950162-04-001140 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041004 FILED AS OF DATE: 20041004 DATE AS OF CHANGE: 20041004 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: 041061811 BUSINESS ADDRESS: STREET 1: LINCOLN HOUSE STREET 2: LINCOLN PLACE CITY: DUBLIN 2 STATE: L2 BUSINESS PHONE: 35317094000 MAIL ADDRESS: STREET 1: LINCOLN HOUSE STREET 2: LINCOLN PLACE CITY: DUBLIN 2 STATE: L2 ZIP: 00000 6-K 1 elan6k100404.txt FORM 6-K 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 October, 2004 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/ -2- 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, 333-100252 and 333-100556). EXHIBIT LIST Exhibit Description ------- ----------- 99.1 Press release dated October 4, 2004 titled: Elan to file interim six month Irish GAAP financials with the Dublin and London Stock Exchanges. Interim results to include a reserve for shareholder lawsuit and SEC. 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: October 4, 2004 EX-99.1 2 elan6l100404ex99-1.txt PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE Investors: Media: Emer Reynolds Anita Kawatra Ph: 353-1-709-4000 Ph: 212-407-5740 800-252-3526 800-252-3526 ELAN TO FILE INTERIM SIX MONTH IRISH GAAP FINANCIALS WITH THE DUBLIN AND LONDON STOCK EXCHANGES Interim Results to include a reserve for shareholder lawsuit and SEC DUBLIN, IRELAND, OCTOBER 4, 2004 -- Elan Corporation, plc today announced that it will file its interim results for the six months ended 30 June 2004, prepared under Irish GAAP, with the Dublin and London Stock Exchanges this week. The interim results will include a reserve for the Company's estimate of the liabilities related to the previously disclosed shareholder class action lawsuit and the ongoing Securities and Exchange Commission (SEC) investigation. The reserve, which is expected to amount to $55 million, net of related insurance coverage, will be reflected as a charge in the Company's income statement for the six months ended 30 June 2004. A detailed description of the shareholder class action lawsuit and the SEC investigation is set out in Note 25 of the Company's 2003 Annual Report on Form 20-F under the heading "Securities matters/SEC investigation". The Company is currently in discussions to resolve both the shareholder class action lawsuit and the SEC investigation as soon as practicable. Once the interim results are filed with the Stock Exchanges, the filing will be furnished to the SEC on Form 6-K and can then be accessed by visiting Elan's website at www.elan.com and clicking on the Investor Relations section. Page 2 About Elan Elan is a neuroscience-based biotechnology company that is focused on discovering, developing, manufacturing, selling and marketing advanced therapies in neurodegenerative diseases, autoimmune diseases and severe pain. Elan's (NYSE: ELN) shares trade on the New York, London and Dublin Stock Exchanges. Forward-Looking Statements This document contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, the proposed settlement and Elan's financial condition, results of operations and liquidity that involve substantial risks and uncertainties. You can identify these statements by the fact that they use words such as "anticipate", "estimate", "project", "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 or projected herein are the following: the risk that the parties in the shareholder class action will be able to reach agreement regarding the terms of the settlement; the risk that any settlement of the shareholder class action will be on the financial terms currently expected by Elan; the risk that the settlement, if reached, will be approved by the Court on the terms proposed, or at all; and the risk that a settlement of the SEC investigation will be reached on the financial terms currently expected by Elan, or at all. 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, 2003, 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-----