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 December, 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/
-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 and 333-100252).
EXHIBIT LIST
Exhibit Description
99.1 Press release dated December 8, 2003 titled:
Elan in negotiations for disposition of certain European assets.
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: December 8, 2003
Exhibit 99.1
FOR IMMEDIATE RELEASE
Investors: Media:
Emer Reynolds Anita Kawatra
Ph: 353-1-709-4000 Ph: 212-407-5755
800-252-3526 800-252-3526
ELAN IN NEGOTIATIONS FOR DISPOSITION OF CERTAIN EUROPEAN ASSETS
Dublin, Ireland, DECEMBER 8, 2003-- Elan Corporation, plc (NYSE: ELN) ("Elan")
today confirmed that it is in negotiations with a third party for the
disposition of certain of Elan's European operations, primarily consisting of
its sales and marketing business there. Elan cannot make any assurances that the
transaction will be completed or the timing of such completion.
About Elan
Elan is focused on the discovery, development, manufacturing, sale and marketing
of novel therapeutic products in neurology, severe pain and autoimmune diseases.
Elan shares trade on the New York, London and Dublin Stock Exchanges.
This document contains forward-looking statements about the potential sale of
certain of Elan's European operations 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 events. Among the factors that could cause actual results
to differ materially from those described herein are the following: the outcome
of Elan's negotiations, including the execution of definitive documentation,
with respect to the disposition of such European operations; and the
satisfaction of any conditions to the completion of such disposition on a timely
basis 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, 2002, 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.