As filed with the Securities and Exchange Commission on July 17, 2003
Registration No. 333-10726
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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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
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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. _____
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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.
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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
S-3