AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 1996
Registration No. 333-03829
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 2 ON FORM F-3* TO
FORM F-4
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
ELAN CORPORATION, plc
(Exact name of registrant as specified in charter)
Republic of Ireland Not Applicable
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Monksland, Athlone
County Westmeath, Republic of Ireland
+353-902-95000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
WILLIAM F. DANIEL
Monksland, Athlone
County Westmeath, Republic of Ireland
+353-902-95000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
________________
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
________________
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. / /
_________________________
* Filed as a Post-Effective Amendment on Form F-3 to such Form F-4
Registration Statement pursuant to the provisions of Rule 401(e) and
the procedure described herein. See "INTRODUCTORY STATEMENT NOT
FORMING PART OF PROSPECTUS."
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 of 1933, other
than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /x/
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. / /
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. /_/
The registrant hereby amends this registration
statement on such date or dates as may be necessary to delay
its effective date until the registrant shall file a further
amendment which specifically states that this registration
statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the
registration statement shall become effective on such date as
the Commission, acting pursuant to Section 8(a), may determine.
Explanatory Note
The purpose of this amendment is to file Exhibit 4.1
to this Registration Statement (File No. 333-03829). The
Prospectus included as a part of this Registration Statement
remains unchanged.
Part II
Information Not Required in Prospectus
Item 16 Exhibits
Exhibit No. Description
4.1 - Amended and Restated Deposit Agreement, dated as
of May 17, 1996 among Elan Corporation plc, The
Bank of New York, as depositary, and the owners
and holders from time to time of the ADRs.
4.2 - Specimen of American Depositary Receipt,
evidencing American Depositary Receipts of Elan
(included as part of Exhibit 4.1)
5.1 - Opinion of McCann FitzGerald with respect to the
legality of the securities registered hereby.*
23.1 - Consent of McCann FitzGerald (included as part
of Exhibit 5.1)*
23.2 - Consent of KPMG Peat Marwick*
23.3 - Consent of Ernst & Young LLP, independent
auditors*
24.1 - Powers of Attorney*
_________________________
* Previously filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form F-3 and has duly caused this Post-Effective Amendment No.
2 to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of
Dublin, Republic of Ireland, on June 26, 1996
ELAN CORPORATION, plc
By: Thomas G. Lynch
---------------------------
Thomas G. Lynch
Chief Financial Officer
Executive Vice President
Pursuant to the requirements of the Securities Act of
1933, this Amendment No. 1 to the Registration Statement has
been signed by the following persons in the capacities and on
the dates indicated:
Signatures Capacity Date
---------- -------- ----
*
- - ---------------------- Chairman of the Board June 26, 1996
Donald E. Panoz
*
- - ---------------------- Chief Executive June 26, 1996
Donal J. Geaney Officer/President
and Director
(Principal
Executive Officer)
Thomas G. Lynch
- - ---------------------- Chief Finanical June 26, 1996
Thomas G. Lynch Officer/Executive
Vice President
(Principal
Financial Officer)
Signatures Capacity Date
---------- -------- ----
*
- - -------------------- Executive Vice President June 26, 1996
Kenneth W. McVey and Director
*
- - -------------------- Group Financial Controller June 26, 1996
William F. Daniel (Principal
Accounting Officer)
*
- - -------------------- Director June 26, 1996
Howard C. Ansel, Ph.D.
*
- - -------------------- Director June 26, 1996
Garo Armen, Ph.D.
*
- - -------------------- Director June 26, 1996
James Balog
*
- - -------------------- Director June 26, 1996
Brendan Boushel
*
- - -------------------- Director June 26, 1996
Charles Greyston
Signatures Capacity Date
---------- -------- ----
*
- - -------------------- Director June 26, 1996
Kevin McIntyre, M.D.
Elan Pharmaceutical Research Corp.
Authorized Representative
Thomas G. Lynch Secretary June 26, 1996
- - ------------------------
Thomas G. Lynch
*: Thomas G. Lynch
------------------
Thomas G. Lynch
Attorney-in-Fact
EXHIBIT INDEX
Exhibit No. Description
4.1 - Amended and Restated Deposit Agreement, dated as
of May 17, 1996 among Elan Corporation plc, The
Bank of New York, as depositary, and the owners
and holders from time to time of the ADRs.
4.2 - Specimen of American Depositary Receipt,
evidencing American Depositary Receipts of Elan
(included as part of Exhibit 4.1)
5.1 - Opinion of McCann FitzGerald with respect to the
legality of the securities registered hereby.*
23.1 - Consent of McCann FitzGerald (included as part
of Exhibit 5.1)*
23.2 - Consent of KPMG Peat Marwick*
23.3 - Consent of Ernst & Young LLP, independent*
auditors
24.1 - Powers of Attorney*
_________________________
* Previously filed.