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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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Amendment No. 2 to
SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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ELAN FINANCE CORPORATION LTD.
ELAN CORPORATION, PLC
(Name of Subject Company (Issuer))
_______________
ELAN FINANCE CORPORATION LTD.
ELAN CORPORATION, PLC
(Name of Filing Persons (Offeror))
Liquid Yield Option(TM) Notes due 2018 (Zero Coupon-Subordinated)
(Title of Class of Securities)
284129 AA 1
284129 AB 9
284129 AC 7
(CUSIP Numbers of Class of Securities)
Jean M. Duvall, Esq.
General Counsel
Elan Corporation, plc
800 Gateway Boulevard
South San Francisco, CA 94080
(Name, Address, and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
with a copy to:
Christopher Cox, Esq.
Cahill Gordon & Reindel LLP
80 Pine Street
New York, NY 10005
(212) 701-3000
CALCULATION OF FILING FEE
------------------------------ -------------------------------------------
----------------------------- Amount of Filing Fee**
Transaction Valuation*
------------------------------ -------------------------------------------
------------------------------ -------------------------------------------
$494,024,247 $39,967
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* Calculated solely for purposes of determining the filing fee. The purchase
price of the Liquid Yield Option(TM) Notes due 2018 (Zero
Coupon-Subordinated), as described herein, is $616.57 per $1,000 principal
amount at maturity outstanding. As of November 14, 2003, there was
approximately $801,246,000 in aggregate principal amount at maturity
outstanding, resulting in an aggregate maximum purchase price of
approximately $494,024,247.
** The amount of the filing fee was calculated in accordance with Rule 0-11 of
the Securities Exchange Act of 1934, as amended, and equals $80.90 for each
$1,000,000 of the value of the transaction.
|X| Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $39,967 Filing Party: Elan Corporation, plc
Form or Registration No.: 005-43481 Date Filed: 11/14/03
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which this
statement relates:
[ ] third-party tender offer subject to Rule 14d-1. [ ] going-private transaction subject to Rule 13e-3.
|X| issuer tender offer subject to Rule 13e-4. [ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: |X|
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INTRODUCTORY STATEMENT
This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule TO-I, as amended ("Schedule TO-I"), originally filed by Elan
Corporation, plc, a public limited company organized under the laws of Ireland
(the "Guarantor"), and Elan Finance Corporation Ltd., a company organized under
the laws of Bermuda and a wholly-owned subsidiary of the Guarantor (the
"Company"), on November 14, 2003, which relates to the offer by the Company to
purchase, at the option of the holder (the "Put Option"), the Liquid Yield
Option(TM) Notes due 2018 (Zero Coupon-Subordinated) issued by the Company on
December 14, 1998 and fully and unconditionally guaranteed by the Guarantor (the
"Securities"), upon the terms and subject to the conditions set forth in the
Indenture (as defined below), the Company Notice dated November 14, 2003 (the
"Company Notice"), the Securities and the related offer materials filed as
Exhibits (a)(1) to (d)(1) to this Schedule TO-I (which Company Notice and
related offer materials, as amended or supplemented from time to time,
collectively constitute the "Option Materials"). The Securities were issued
pursuant to an Indenture, dated as of December 14, 1998 (the "Indenture"), among
the Company, the Guarantor and The Bank of New York, as trustee ("Trustee").
The Put Option expired at 5:00 p.m., New York City time, on Monday,
December 15, 2003. This Schedule TO-I, as amended, is intended to satisfy the
disclosure requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of
1934, as amended (the "Exchange Act").
The terms "Liquid Yield Option" and "LYONs" are trademarks of Merrill Lynch
& Co., Inc.
Item 4. Terms of the Transaction.
Item 4 of the Schedule TO-I is hereby amended and supplemented by adding
the following language:
The Put Option expired at 5:00 p.m., New York City time, on Monday,
December 15, 2003. The Company has been advised by the trustee, The Bank of New
York, that Securities with an aggregate principal amount at maturity of
approximately $799.7 million were validly surrendered for repurchase and have
been repurchased by the Company. The purchase price for the Securities was
$616.57 per $1,000 principal amount at maturity. Accordingly, the aggregate
purchase price for all of the Securities validly surrendered for repurchase and
not withdrawn was approximately $493.1 million. The Company paid the purchase
price with available cash.
The Company issued a press release on December 16, 2003 announcing the
results of the offer, a copy of which is attached hereto as Exhibit (a)(5)(B)
and incorporated herein by reference.
Item 12. Exhibits
Exhibit No. Description
(a)(1)(A)* Company Notice to Holders of Elan Finance
Corporation Ltd. Liquid Yield Option(TM) Notes due
2018 (Zero Coupon-Subordinated), dated November 14,
2003.
(a)(1)(B)* Form of Purchase Notice.
(a)(1)(C)* Form of Notice of Withdrawal.
(a)(1)(D)* Substitute Form W-9.
(a)(1)(E)* Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(5)(A)* Press Release issued by Elan Corporation, plc on
November 14, 2003.
(a)(5)(B) Press Release issued by Elan Corporation, plc on
December 16, 2003.
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(b) Not applicable.
(d)(1) Indenture, dated as of December 14, 1998, among
Elan Finance Corporation Ltd., as Issuer, Elan
Corporation, plc, as Guarantor, and The Bank of New
York, as Trustee (incorporated by reference to
Exhibit 4.3 of the Registration Statement on Form
F-3 of Elan Finance Corporation Ltd. and Elan
Corporation, plc, Registration No. 333-10726, filed
with the Securities and Exchange Commission on
August 27, 1999).
(g) Not applicable.
(h) Not applicable.
* Previously filed.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
ELAN CORPORATION, PLC
By: /s/ William F. Daniel
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Name: William F. Daniel
Title: Executive Vice President
and Company Secretary
ELAN FINANCE CORPORATION LTD.
By: /s/ Kevin Insley
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Name: Kevin Insley
Title: President
Dated: December 16, 2003
EXHIBIT INDEX
Exhibit No. Description
(a)(1)(A)* Company Notice to Holders of Elan Finance
Corporation Ltd. Liquid Yield Option(TM) Notes due
2018 (Zero Coupon-Subordinated), dated November 14,
2003.
(a)(1)(B)* Form of Purchase Notice.
(a)(1)(C)* Form of Notice of Withdrawal.
(a)(1)(D)* Substitute Form W-9.
(a)(1)(E)* Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(5)(A)* Press Release issued by Elan Corporation, plc on
November 14, 2003.
(a)(5)(B) Press Release issued by Elan Corporation, plc on
December 16, 2003.
(b) Not applicable.
(d)(1) Indenture, dated as of December 14, 1998, among
Elan Finance Corporation Ltd., as Issuer, Elan
Corporation, plc, as Guarantor, and The Bank of New
York, as Trustee (incorporated by reference to
Exhibit 4.3 of the Registration Statement on Form
F-3 of Elan Finance Corporation Ltd. and Elan
Corporation, plc, Registration No. 333-10726, filed
with the Securities and Exchange Commission on
August 27, 1999).
(g) Not applicable.
(h) Not applicable.
* Previously filed.