SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 3)*
AMARIN CORPORATION PLC (formerly known as Ethical Holdings Plc)
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(Name of Issuer)
Ordinary 10p Shares
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(Title of Class of Securities)
297645301
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(CUSIP Number)
William F. Daniel
Elan Corporation, plc
Lincoln House
Lincoln Place
Dublin 2, Ireland
(353) 1-709-4000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 18, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
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CUSIP No. 297645301
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Elan Corporation, plc
I.R.S. Employer Identification No.: NA
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland
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7 SOLE VOTING POWER
NUMBER OF 47,884,060
SHARES _____________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING ____________________________________________________
PERSON WITH 9 SOLE DISPOSITIVE POWER
47,884,060
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,884,060
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.0 (based upon outstanding common stock as of November 2000)
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14 TYPE OF REPORTING PERSON
CO
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Item 1. Security and Issuer.
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This Amendment No. 3 to Schedule 13D amends the Schedule 13D filed with the
Securities and Exchange Commission (the "Commission") on December 17, 1998, as
amended by Amendment No. 1 filed with the Commission on February 4, 1999 and
Amendment No. 2 filed with the Commission on December 13, 1999 (together, the
"Schedule 13D, as amended") with respect to the ordinary 10p shares (the
"Shares"), of Amarin Corporation plc, formerly known as Ethical Holdings Plc
(the "Issuer"), a United Kingdom registered Company, whose principal executive
offices are located at Gemini House, Bartholomew's Walk, Ely, Cambridgeshire,
CB7 4EA, United Kingdom.
Item 3.
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Item 3 of the Schedule 13D, as amended, is restated in its entirety as
follows:
Pursuant to a Subscription Agreement between the Issuer, Monksland and
Elan, dated as of September 30, 1999 (the "Subscription Agreement"), in January
2000, the Issuer converted the Loan into 4,129,819 of the Issuer's Preference
Shares (the "Preference Shares"). The effectiveness of the Subscription
Agreement was conditioned upon, among other things, the adoption by the Issuer's
shareholders, at an extraordinary general meeting of the Issuer, of a resolution
authorizing the recapitalization of the Issuer and the creation of the
Preference Shares. The resolutions were adopted at an extraordinary general
meeting of the Issuer on January 18, 2000. The Preference Shares are convertible
into 41,298,190 Shares (the equivalent of 4,129,819 of the Issuer's American
Depositary Shares), subject to customary anti-dilution adjustments. The
Preference Shares accrue interest payable in kind at a rate of 3% per year. The
consideration for the Issuance of the Preference Shares to Monksland was (i) the
conversion of $2,000,000 of the Loan into 4,000,000 Shares and (ii) the
cancellation of the balance of the Loan. Elan has agreed with the Issuer not to
convert the Preference Shares into Shares before January 18, 2002 without the
prior approval of the Issuer.
Item 4. Purpose of Transaction.
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Item 4 of the Schedule 13D, as amended, is restated in its entirety as
follows:
The Subscription Agreement was intended for corporate purposes and the
restructuring of the Issuer's debt to Elan and Monksland. Elan and Monksland
entered into the Loan Agreement and the Subscription Agreement for investment
purposes.
Other than as set forth above, neither Elan or Monksland has any present
plans or intentions which would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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Item 5(a) of the Schedule 13D, as amended, is restated in its entirety as
follows:
(a) By virtue of the Subscription Agreement and Elan's holdings of Shares,
Elan is presently the beneficial owner of 47,884,060 Shares, or approximately
46.0%, of the Shares (based upon outstanding Shares and Shares issuable upon
conversion of the Preference Shares as of December 31, 2000). To the best
knowledge of Elan, no other person named in Item 2 above beneficially owns any
of the Issuer's Shares.
Signature
The undersigned certifies that, after reasonable inquiry and to the best of
its knowledge and belief, the information set forth in this statement is true,
complete and correct.
February 1, 2001
ELAN CORPORATION, PLC
By: /s/ William F. Daniel
---------------------------------------------
Name: William F. Daniel
Title: Group Financial Controller
Schedule A to the Schedule 13D, as amended, is restated in its entirety as
follows:
Schedule A
The (a) name, (b) business address, (c) principal occupation or employment
and the organization in which such occupation or employment is conducted and (d)
citizenship of each director (other than Messrs. Armen, Boushel, Crowley,
Gillespie, Groom, McGowan, McIntyre, McLaughlin, Selkoe, Thornburgh and Tully)
and officer of Elan Corporation, plc ("Elan") are set forth in the following
table:
1. (a) Donal J. Geaney
(b) Lincoln House, Lincoln Place, Dublin 2, Ireland
(c) Director, Chairman of the Board and Chief Executive
Officer of Elan
(d) Ireland
2. (a) Thomas G. Lynch
(b) Lincoln House, Lincoln Place, Dublin 2, Ireland
(c) Director, Executive Vice President and Chief Financial
Officer of Elan
(d) United Kingdom
3. (a) William F. Daniel
(b) Lincoln House, Lincoln Place, Dublin 2, Ireland
(c) Group Vice President, Finance and Group Controller of Elan
(d) Ireland
4. (a) Mark A. Pearson
(b) Lincoln House, Lincoln Place, Dublin 2, Ireland
(c) Partner, McCann FitzGerald; Secretary of Elan
(d) Ireland
The (a) name, (b) business address, (c) principal occupation or employment
and the organization in which such occupation or employment is conducted and (d)
citizenship of each director (other than Messrs. Geaney, Groom, and Lynch) are
set forth in the following table:
1. (a) Garo A. Armen, Ph.D.
(b) 630 Fifth Avenue, Suite 2167, New York, New York 10111
(c) Managing General Partner, Armen Partners, L.P.; Chairman of
the Board and Chief Executive Officer of Antigenics, LLC
(d) United States
2. (a) Brendan E. Boushel
(b) 9 Upper Mount Street, Dublin 2, Ireland
(c) Retired
(d) Ireland
3. (a) Laurence G. Crowley
(b) c/o Elan Corporation, plc, Lincoln House, Lincoln Place,
Dublin 2, Ireland
(c) Executive Chairman, Michael Smurfit Graduate School of
Business of University College Dublin
(d) Ireland
4. (a) Alan R. Gillespie, Ph.D.
(b) c/o Elan Corporation, plc, Lincoln House, Lincoln Place,
Dublin 2, Ireland
(c) Managing Director, Goldman Sachs International
(d) United Kingdom
5. (a) John Groom
(b) c/o Elan Corporation, plc, Lincoln House, Lincoln Place,
Dublin 2, Ireland
(c) Retired
(d) United Kingdom
6. (a) Kieran McGowan
(b) c/o Elan Corporation, plc, Lincoln House, Lincoln Place
Dublin 2, Ireland
(c) Retired
(d) Ireland
7. (a) Kevin McIntyre, M.D.
(b) c/o Elan Corporation, plc, Lincoln House, Lincoln Place,
Dublin 2, Ireland
(c) Associate Clinical Professor of Medicine at Harvard
Medical School
(d) United States
8. (a) Kyran McLaughlin
(b) Davy House, 49 Dawson Street, Dublin 2, Ireland
(c) Joint Chief Executive, Davy Stockbrokers
(d) Ireland
9. (a) Dennis J. Selkoe, M.D.
(b) c/o Elan Corporation, plc, Lincoln House, Lincoln Place,
Dublin 2, Ireland
(c) Professor of Neurology and Neuroscience at Harvard Medical
School
(d) United States
10. (a) Richard L. Thornburgh
(b) c/o Elan Corporation, plc, Lincoln House, Lincoln Place,
Dublin 2, Ireland
(C) Counsel to the law firm of Kirkpatrick & Lockhart LLP
(d) United States
11. (a) Daniel P. Tully
(b) c/o Elan Corporation, plc, Lincoln House, Lincoln Place,
Dublin 2, Ireland
(c) Retired
(d) United States