UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2002
or
___ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from _____ to
Commission file number 1-13896
A. Full title of the Plan and the address of the Plan, if different from that
of the issuer named below:
Elan 401(k) Savings Plan
B. Name of issuer of the securities held pursuant to the Plan and the address
of its principal executive offices:
ELAN CORPORATION, PLC
LINCOLN HOUSE, LINCOLN PLACE
DUBLIN 2, IRELAND
Table of Contents
Page
Independent Auditors' Report 1
Financial Statements:
Statements of Net Assets Available for Benefits as of
December 31, 2002 and 2001 2
Statements of Changes in Net Assets Available for Benefits for
the years ended December 31, 2002 and 2001 3
Notes to Financial Statements 4
Supplemental Schedules*:
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
as of December 31, 2002 12
Schedule G, Part III - Schedule of Nonexempt Transactions for
the year ended December 31, 2002 13
Signature
Exhibit Index:
Exhibit 23.1 - Independent Auditors' Consent
Exhibit 99.1 - Certification by Chief Executive Officer (Plan Administrator)
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
Exhibit 99.2 - Certification by Chief Financial Officer (Plan Administrator)
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
------------------
* Other schedules required by 29 CFR 2520.103-10 of the Department of Labor's
Rules and Regulations for Reporting and Disclosure under ERISA have been
omitted because they are not applicable.
-i-
Independent Auditors' Report
To the Plan Administrator of Elan 401(k) Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of Elan 401(k) Savings Plan (formerly Elan Pharmaceuticals 401(k) Plan) as of
December 31, 2002 and 2001, and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2002 and 2001, and the changes in net assets available for benefits
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules Schedule H,
Line 4i-schedule of assets (held at end of year) as of December 31, 2002 and
Schedule G, Part III-schedule of nonexempt transactions for the year ended
December 31, 2002 are presented for the purpose of additional analysis and are
not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedules are the responsibility of the Plan's management
and have been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/KPMG LLP
San Diego, California
October 14, 2003
-1-
ELAN
401(k) SAVINGS PLAN
(Formerly Elan Pharmaceuticals 401(k) Plan)
Statements of Net Assets Available for Benefits
Years ended December 31, 2002 and 2001
2002 2001
--------------- -----------------
Assets:
Investments (see note 3)................................. $ 107,037,948 $ 65,635,863
--------------- -----------------
Cash, non-interest bearing............................... 1,993 --
--------------- -----------------
Receivables:
Employer contributions................................ 1,234,060 2,466,871
Participants contributions ........................... 30,541 209,352
Interest receivable................................... 28,399 33,123
--------------- -----------------
Total receivables.............................. 1,293,000 2,709,346
--------------- -----------------
Net assets available for benefits.............. $ 108,332,941 $ 68,345,209
=============== =================
__________________
See accompanying notes to financial statements.
-2-
ELAN
401(k) SAVINGS PLAN
(Formerly Elan Pharmaceuticals 401(k) Plan)
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 2002 and 2001
2002 2001
--------------- -----------------
Additions (deductions) to (from) net assets attributed to:
Investment (loss) income:
Interest................................................. $ 138,826 $ 247,736
Net depreciation in fair value of investments (see note 3) (36,507,519) (2,770,687)
--------------- -----------------
(36,368,693) (2,522,951)
--------------- -----------------
Contributions:
Participants............................................. 17,466,807 11,483,245
Employer................................................. 21,288,545 2,467,709
--------------- -----------------
38,755,352 13,950,954
--------------- -----------------
Transfers in (see note 4).................................. 48,045,569 --
--------------- -----------------
Total net additions............................ 50,432,228 11,428,003
--------------- -----------------
Benefits paid and administrative expenses:
Benefits paid to participants.............................. 10,406,208 3,907,288
Administrative expenses.................................... 38,288 8,490
--------------- -----------------
Total deductions............................... 10,444,496 3,915,778
--------------- -----------------
Net increase................................... 39,987,732 7,512,225
Net assets available for benefits:
Beginning of year.......................................... 68,345,209 60,832,984
--------------- -----------------
End of year................................................ $ 108,332,941 $ 68,345,209
=============== =================
__________________
See accompanying notes to financial statements.
-3-
ELAN
401(k) SAVINGS PLAN
(Formerly Elan Pharmaceuticals 401(k) Plan)
Notes to Financial Statements
December 31, 2002 and 2001
(1) Description of Plan
The following description of the Elan 401(k) Savings Plan (the Plan)
provides only general information. Participants should refer to the Plan
document for a more complete description of the Plan's provisions.
(a) General
The Plan is a defined contribution plan available to all eligible
employees of Athena Neurosciences, Inc. (Athena or the Company) and
its participating U.S. subsidiaries, including wholly-owned
subsidiaries of such entities. Effective January 1, 1999, the Plan was
amended, restated and renamed the Elan Pharmaceuticals 401(k) Plan
(Former Plan). Effective January 1, 2002, the Plan was amended,
restated and renamed the Elan 401(k) Savings Plan. The Plan, as
amended, is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
(b) Administration
The board of directors of the Company has named an administrative
committee (the Administrative Committee) to serve as administrator and
fiduciary to the Plan and an investment committee to oversee the
Plan's investment options in accordance with the governing investment
policy. Effective January 1, 1998, the Company contracted with The
Charles Schwab Trust Company to serve as trustee and recordkeeper of
the Former Plan. Effective January 1, 2002, the Company contracted
with the American Express Trust Company (Trustee) to serve as trustee
and recordkeeper of the Plan. Historically, all expenses incurred for
administering the Plan have been paid by the Company. The Plan does
allow for administrative expenses to be paid from the Plan's trust or
the Plan's forfeiture account. The forfeiture account may also be used
to pay for employer contributions. At December 31, 2002 and 2001, the
balance in the forfeiture account was $540,323 and $48,631,
respectively.
In December 2001, the Company determined that up to 462,200 of its
Elan Corporation plc American Depository Shares (ADSs) purchased by
the trustee under the Former Plan, in open market transactions on
behalf of participants under the Former Plan between January 1, 1998
and December 31, 2001, were not registered in accordance with the
Securities Act of 1933, as amended. The Company on behalf of the Plan:
(1) authorized the filing of a Form S-8 Registration Statement
covering up to 2 million shares of ADSs, effective January 1, 2002,
(2) authorized the change of trustee, effective January 1, 2002, to
American Express Trust Company, and (3) approved the merger of the
Dura
-4-
ELAN
401(k) SAVINGS PLAN
(Formerly Elan Pharmaceuticals 401(k) Plan)
Notes to Financial Statements
December 31, 2002 and 2001
Pharmaceuticals, Inc., The Liposome Company, Inc. and the Delsys
Pharmaceuticals, Inc. 401(k) plans into the Plan.
In late 2002, the Company conducted a rescission offer (the Rescission
Offer), pursuant to which the Company offered eligible individuals the
right to rescind purchases of ADSs made under the Former Plan between
January 1, 1998 and December 31, 2001. The Rescission Offer commenced
on November 1, 2002 and expired on December 2, 2002. The total
payments made by the Company in connection with the Rescission Offer
were $13,040,867 and are included in the employer contributions in the
2002 statement of changes in net assets available for benefits.
In connection with the change of the Plan's trustee and recordkeeper
and the merger of the three 401(k) plans into the Plan, the Company
instituted two blackout periods. The first commenced on December 15,
2001 and ended February 15, 2002. During the first blackout period,
the ADSs market value decreased from $41.35 per share to $15.43 per
share. The second blackout period commenced on March 15, 2002 and
ended April 25, 2002 and affected only those participants who had
merged into the Plan from the Delsys Pharmaceuticals, Inc. plan.
During the second blackout period, the Elan Corporation plc ADSs
market value decreased from $15.65 per share to $10.00 per share.
The Company and certain of its former and current officers and
directors are named as defendants in a putative class action in the
U.S. District Court for the Southern District of New York, which
consolidated various class actions filed in early 2002 (the Class
Action). The amended and consolidated complaint filed January 24, 2003
in the Class Action alleges violations of the federal securities laws
of which the facts alleged in these securities fraud lawsuits could
also form the basis for claims by current and former participants of
the Plan for breach of fiduciary duty under ERISA, with respect to
ADSs held in the Plan.
The Company is also the subject of an investigation by the SEC's
Division of Enforcement commenced on or about February 12, 2002. The
Company believes that the investigation relates, in part, to the
issues and allegations asserted in the Class Action noted above.
(c) Contributions
Participants may contribute up to 20% of their pre-tax annual
compensation, as defined in the Plan and Former Plan (Employee
Contribution). Participants may also contribute amounts representing
distributions from other qualified plans (Rollover Contribution).
Under the Former Plan, the Company made
-5-
ELAN
401(k) SAVINGS PLAN
(Formerly Elan Pharmaceuticals 401(k) Plan)
Notes to Financial Statements
December 31, 2002 and 2001
discretionary contributions equal to (a) 100% of each participant's
contribution up to $1,500, and thereafter (b) 50% of each eligible
participant's contributions in excess of $1,500 to a maximum
additional match per participant of $250. The Former Plan also allowed
for a discretionary profit sharing contribution. No discretionary
profit sharing contribution was made for the year ended December 31,
2001.
During every calendar quarter subsequent to December 31, 2001, the
Company also made a non-discretionary contribution equal to 3% of the
participant's eligible compensation. In 2002, the Company's
non-discretionary contributions totaled $7,070,835. The Company may,
in its sole discretion, make annual contributions to those eligible
participants, as defined in the Plan. A discretionary employer
contribution of $1,176,843 was paid to the Plan in March 2003 for the
2002 plan year. The Plan also allows for certain other types of
Company contributions to the Plan. No other contributions were made
for the year ended December 31, 2002 other than the Rescission Offer
noted above. Contributions are subject to certain limitations.
Eligible participants aged 50 and older may contribute amounts in
excess of the Plan's deferral limits or in excess of the maximum
pre-tax contribution deferral permitted by the Internal Revenue
Service (IRS) as catch-up contributions, as defined in the Plan.
(d) Investment Options
Participants direct the investment of their contributions into the
various investment options offered by the Plan. As of December 31,
2001, the Former Plan offered two money market funds, ten mutual
funds, and ADSs as investment options for participants. As of December
31, 2002, the Plan offered eleven mutual funds, one collective
investment fund, and ADSs as investment options for participants.
Effective January 1, 2002, restrictions were placed on the amount of
new employee contributions that can be invested in ADSs such that no
more than 20% of employee contributions can be invested in ADSs.
Participants were not required to divest their existing holdings;
however, a participant cannot make an intra-plan transfer into ADSs.
(e) Participant Accounts
Each participant's account is credited with the participant's
contributions, an allocation of the respective Company contributions
and an allocation of the Plan's investment income or loss and
expenses, if any. Allocation of the Company's contribution is as
defined by the Plan. Investment income or loss is allocated to the
participant's account based upon the participant's proportionate share
of the funds within the Plan.
-6-
ELAN
401(k) SAVINGS PLAN
(Formerly Elan Pharmaceuticals 401(k) Plan)
Notes to Financial Statements
December 31, 2002 and 2001
(f) Vesting
Effective January 1, 2002, all participants' individual accounts were
100% vested when the various 401(k) plans merged into the Plan and all
subsequent contributions into the Plan are immediately vested. Prior
to January 1, 2002, participants were immediately vested in their
contributions and Company matching contributions; however,
participants were 100% vested in the Company's discretionary profit
sharing contribution allocated to their account after six years of
credited service.
(g) Loans to Participants
Participants may borrow from their fund accounts a minimum of $1,000
up to a maximum of $50,000 or 50% of their vested account balance,
whichever is less. Loans are secured by the participant's vested
account balance and bear interest at a fixed rate equal to the prime
rate at the time the loan is made plus 1% (such rate was prime plus 2%
under the Former Plan). The loans must be repaid to the Plan within a
five-year period, unless the loan is used for the purchase of a
principal residence in which case a reasonable period of time is to be
used. Such loans shall be repaid by payroll deduction, or any other
method approved by the Administrative Committee, which requires level
amortization of principal and repayments no less frequently than
quarterly, and must be repaid at least over the loan period.
Outstanding loans at December 1, 2002 and 2001 carried interest rates
which ranged from 3.00% to 11.50% and 6.75% to 11.50%, respectively,
with maturity dates through 2031 and 2016, respectively. In the event
that a participant's services are terminated for any reason, the loan
must be repaid in full as defined in the Plan.
(h) Payment of Benefits
Upon termination of service, the participant or beneficiary may elect
to leave their account balance in the Plan or receive their total
vested account balance in a lump sum amount. The Plan requires
automatic lump sum distributions upon termination of service, plus 45
days, of participant vested account balances that are $5,000 or less.
(i) Voting Rights
Each participant who has ADSs allocated to their individual
participant account is entitled to exercise voting rights attributable
to the ADSs and is to be notified by the Trustee prior to the time
that such rights are to be exercised. The Trustee is
-7-
ELAN
401(k) SAVINGS PLAN
(Formerly Elan Pharmaceuticals 401(k) Plan)
Notes to Financial Statements
December 31, 2002 and 2001
not permitted to instruct a vote for any ADS for which instructions
have not been provided by a participant.
(2) Summary of Accounting Policies
(a) Basis of Accounting
The accompanying financial statements and supplemental schedules are
prepared on the accrual method of accounting.
(b) Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and changes therein, and disclosure
of contingent assets and liabilities. Actual results could differ from
those estimates.
The Plan may invest in various types of investment securities as
directed by the Participants. Investment securities are exposed to
various risks, such as interest rate, market, and credit risks. Due to
the level of risk associated with certain investment securities, it is
at least reasonably possible that changes in the values of investment
securities will occur in the near term and that such changes could
materially affect the amounts reported in the statements of net assets
available for benefits.
Included in the Plan's net assets available for benefits at December
31, 2002 and 2001, are investments in ADSs amounting to $1,864,408 and
$16,397,334, respectively, whose value could be subject to change
based upon market conditions, see note 9.
(c) Investment Valuation and Income Recognition
The Plan's investments in money market funds, mutual funds, collective
investment fund and ADSs, are valued at fair value, as measured by
quoted market prices. All receivables and participant loans are valued
at cost, which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis.
Dividends are recorded on the ex-dividend date. Interest income is
accrued when earned. Capital gain distributions are included in
dividend income.
-8-
ELAN
401(k) SAVINGS PLAN
(Formerly Elan Pharmaceuticals 401(k) Plan)
Notes to Financial Statements
December 31, 2002 and 2001
(d) Payment of Benefits
Benefits are recorded when paid.
(e) Administrative Expenses
Administrative expenses of $38,288 and $8,490, including legal, audit,
and administrative expenses, were paid by the Plan during the years
ended December 31, 2002 and 2001.
(3) Investments
The following table presents investments in the Plan that individually
represent 5% or more of the Plan's net assets at December 31:
2002 2001
------------- ---------------
American Balanced Fund............................ $ 24,665,036 (A)
AXP New Dimensions Fund........................... 16,324,528 (A)
AET Income II..................................... 10,230,756 (A)
AXP S&P 500 Index Fund ........................... 8,936,042 (A)
PIMCO Total Return................................ 8,910,250 (A)
Templeton Foreign Fund............................ 7,638,979 (A)
Mutual Shares Fund................................ 6,872,398 (A)
Artisan Mid Cap Fund.............................. 5,799,416 (A)
Elan Corporation, plc ADSs........................ (A) $ 16,397,334
Dreyfus Appreciation Fund......................... (A) 7,664,461
Schwab 1000 Fund.................................. (A) 7,626,045
Oakmark Fund...................................... (A) 6,642,057
Dodge & Cox Balanced Fund......................... (A) 5,468,512
Schwab Value Advantage Fund....................... (A) 4,210,240
Liberty-Stein Roe Intermediate Bond Fund.......... (A) 3,776,951
Baron Asset Fund.................................. (A) 3,608,090
__________________
(A) Investment did not exceed 5% of the Plan's net assets as of December
31, 2002 or 2001.
During 2002 and 2001, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) depreciated
in value by $36,507,519 and $2,770,687, respectively, as follows:
-9-
ELAN
401(k) SAVINGS PLAN
(Formerly Elan Pharmaceuticals 401(k) Plan)
Notes to Financial Statements
December 31, 2002 and 2001
2002 2001
------------- -------------
ADSs $(24,990,446) $ (827,580)
Mutual funds (11,943,608) (1,943,107)
Collective investment fund 426,535 --
------------ ------------
$(36,507,519) $ (2,770,687)
============ ============
(4) Plan Mergers/Transfers
Three 401(k) plans sponsored by subsidiaries of Athena merged into the Plan
during the year ended December 31, 2002. These 401(k) plans included The
Liposome Company, Inc. 401(k) Plan, Dura Pharmaceuticals, Inc. 401(k) Plan
and the Delsys Pharmaceuticals 401(k) Plan. The transfers of these plan
assets are reflected as transfers in on the statement of changes in net
assets available for benefits for the year ended December 31, 2002. The
amounts related to each transfer are as follows:
Plan Net assets Loans Total
----------------------------------------- ----------- ------------------ ---------------
The Liposome Company, Inc. .............. $19,211,841 $ 285,218 $ 19,497,059
Dura Pharmaceuticals, Inc. .............. 27,247,710 639,739 27,887,449
Delsys Pharmaceuticals, Inc. ............ 642,229 18,832 661,061
----------- ------------------ ---------------
Total........................... $47,101,780 $ 943,789 $ 48,045,569
=========== ================== ===============
(5) Party-In-Interest Transactions
Certain Plan investments are shares of a collective investment fund and
mutual funds managed by the Trustee, and therefore, these transactions
qualify as party-in-interest transactions. Fees paid by the Plan for the
investment management services provided by the Trustee and the Former Plan
trustee amounted to $38,288 and $8,490 for the years ended December 31,
2002 and 2001, respectively.
(6) Prohibited Transactions
During 2002 and 2001, various employee contributions totaling $133,770 and
$385,868, respectively, were not remitted timely to the Plan by the
Company. The interest rate used to calculate the lost income due to the
untimely remittances ranged from 6.21% to 21.86% in 2002 and was 18.29% in
2001, which resulted in $2,149 and $2,160, respectively, of interest due to
the Plan by the Company in 2002 and 2001, respectively. These amounts are
included as interest income in the respective statements of changes in net
assets available for benefits.
-10-
ELAN
401(k) SAVINGS PLAN
(Formerly Elan Pharmaceuticals 401(k) Plan)
Notes to Financial Statements
December 31, 2002 and 2001
(7) Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants would become fully vested in the Company
discretionary profit sharing contributions.
(8) Tax Status
The Internal Revenue Service (IRS) has determined and informed the Company
by a letter dated June 28, 1995, that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue
Code (IRC). The Plan has been renamed and merged with several other
qualified retirement plans since obtaining its determination letter. The
Company filed an application with the IRS on September 29, 2003 for an
advanced determination as to whether the amended and restated Plan meets
the qualification requirements of the applicable sections of the IRC. The
Company has not received its determination letter as of October 14, 2003;
however, the plan administrator and the Plan's tax counsel believe that the
amended and restated Plan is designed and is currently being operated in
accordance with the applicable requirements of the IRC.
(9) Subsequent Events
From December 31, 2002 through October 14, 2003, the ADSs market value
increased from $2.46 per share to $5.83 per share.
Effective August 16, 2003, the Plan was subject to a black out (the Black
Out) with respect to purchases of ADSs. The Black Out was imposed because
of the Elan Corporation, plc delay in filing its 2002 Annual Report on Form
20-F. During the Black Out, all current contributions designated by Plan
participants for the ADSs were temporarily directed to the American Express
Cash Management Fund, Inc.
On September 9, 2003, the Black Out was lifted, and (i) all participant
funds in the American Express Cash Management Fund, Inc. were transferred
to the Elan Corporation, plc ADSs; and (ii) all new contributions
designated by participants to be invested in the Elan Corporation, plc ADSs
were once again invested as directed.
-11-
ELAN
401(k) SAVINGS PLAN
(Formerly Elan Pharmaceuticals 401(k) Plan)
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2002
Description of investment including
Identity of issue, borrower maturity date, rate of interest, Current
lessor, or similar party collateral, par, or maturity value Cost value
---------------------------------------- --------------------------------------- ----------- ----------------
* AXP New Dimensions Fund Mutual Fund ** $ 16,324,528
* AXP S&P 500 Index Fund Mutual Fund ** 8,936,042
AMCAP Fund Mutual Fund ** 1,816,973
American Balanced Fund Mutual Fund ** 24,665,036
Ameristock Mutual Fund Mutual Fund ** 1,835,606
Artisan Mid Cap Fund Mutual Fund ** 5,799,416
Baron Growth Fund Mutual Fund ** 5,125,241
Mutual Shares Fund Mutual Fund ** 6,872,398
PIMCO Total Return Mutual Fund ** 8,910,250
ROYCE Total Return Fund Mutual Fund ** 5,272,393
Templeton Foreign Fund Mutual Fund ** 7,638,979
* AET Income II Collective Investment Fund ** 10,230,756
* Elan Corporation, plc ADSs American depositary receipts $ 11,535,547 1,864,408
* Participant Loans Interest rates range from 3.00%
to 11.50% with maturity dates
through 2031 -- 1,745,922
-------------
Total $107,037,948
=============
__________________
* Represents a party-in-interest transaction.
** Cost information is not required for participant-directed investments.
See accompanying independent auditors' report.
-12-
ELAN
401(k) SAVINGS PLAN
(Formerly Elan Pharmaceuticals 401(k) Plan)
Schedule G, Part III - Schedule of Nonexempt Transactions
Year ended December 31, 2002
Relationship to
plan, Description of transaction including Current
Identity of employer, or other maturity date, rate of interest, Cost of value of
party involved party-in-interest collateral, par, or maturity value asset asset
--------------------- -------------------- ------------------------------------ -------- --------
* Elan Pharmaceuticals, Wholly-owned Employee contributions not timely $133,770 $135,919
Inc. subsidiary remitted to the Plan. The
of Plan sponsor interest rate used to calculate
lost income ranged from 6.21% to
21.86%, resulting in $2,149 of
interest due in 2002
__________________
* Represents a party-in-interest transaction.
See accompanying independent auditors' report.
-13-
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
members of the Administrative Committee have duly caused this annual report to
be signed on its behalf by the undersigned thereunto duly authorized.
ELAN 401(k) SAVINGS PLAN
By: /s/Robert J. Conti
---------------------------------------------
Name: Robert J. Conti
Title: Chairman, Investment Committee and
Member, Administrative Committee
Date: January 26, 2004
S-1
Exhibit 23.1
Independent Auditors' Consent
To the Plan Administrator of the Elan 401(k) Savings Plan:
We consent to incorporation by reference in the Registration Statement (File No.
333-14240) on Form S-8 of Elan Corporation, plc of our report dated October 14,
2003, with respect to the statements of net assets available for benefits of the
Elan 401(k) Savings Plan as of December 31, 2002 and 2001, and the related
statements of changes in net assets available for benefits for the years then
ended, which report appears in the December 31, 2002 annual report on Form 11-K
of the Elan 401(k) Savings Plan.
/s/KPMG LLP
San Diego, California
January 21, 2004
Exhibit 99.1
Certification by the Chief Executive Officer (Plan Administrator) Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
In connection with the Annual Report of the Elan 401(k) Savings Plan (the
"Plan") on Form 11-K for the period ended December 31, 2002, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Robert
J. Conti, Senior Director of Compensation and Benefits of Elan Pharmaceuticals,
Inc., a wholly owned subsidiary of Elan Corporation, plc, Chairman, Investment
Committee and Member, Administrative Committee, certify pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that the Report fully complies with the requirements of Section 13(a) and
15(d), as applicable, of the Securities and Exchange Act of 1934 and that the
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Plan.
/s/Robert J. Conti
------------------------------------
Robert J. Conti
Chairman, Investment Committee and
Member, Administrative Committee
January 26, 2004
The foregoing certification is being furnished solely pursuant to Section 18
U.S.C. Section 1350 and is not being filed as part of the Report or as a
separate disclosure document. A signed original of this written statement
required by Section 906 has been provided to Elan Corporation, plc and will be
retained by Elan Corporation, plc and furnished to the Securities and Exchange
Commission or its staff upon request.
Exhibit 99.2
Certification by the Chief Financial Officer (Plan Administrator) Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
In connection with the Annual Report of the Elan 401(k) Savings Plan (the
"Plan") on Form 11-K for the period ended December 31, 2002, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Marc W.
Rosenbaum, Director of Accounting of Elan Pharmaceuticals, Inc., a wholly owned
subsidiary of Elan Corporation, plc, and Member, Administrative Committee,
certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that the Report fully complies with the
requirements of Section 13(a) and 15(d), as applicable, of the Securities and
Exchange Act of 1934 and that the information contained in the Report fairly
presents, in all material respects, the financial condition and results of
operations of the Plan.
/s/ Marc W. Rosenbaum
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Marc W. Rosenbaum
Member, Administrative Committee
January 26, 2004
The foregoing certification is being furnished solely pursuant to Section 18
U.S.C. Section 1350 and is not being filed as part of the Report or as a
separate disclosure document. A signed original of this written statement
required by Section 906 has been provided to Elan Corporation, plc and will be
retained by Elan Corporation, plc and furnished to the Securities and Exchange
Commission or its staff upon request.