SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
(Amendment No. 1)
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
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Elsag Bailey Process Automation N.V.
Elsag Bailey Financing Trust
(Name of Subject Company)
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ABB Asea Brown Boveri Ltd.
ABB Transportation Participations B.V.
(Bidders)
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Common Shares, par value NLG1.00 per share, of Elsag
Bailey Process Automation N.V.
5 1/2% Convertible Trust Originated Preferred Securities of Elsag
Bailey Financing Trust
(Title of Class of Securities)
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Common Shares: N2925S101
Preferred Securities: 290205301
290205103
U28430202
(CUSIP Number of Class of Securities)
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Beat Hess, Esq.
ABB Asea Brown Boveri Ltd.
Affolternstrasse 44
P.O. Box 8131
CH-8050 Zurich
Switzerland
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
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Copy to:
Gregory Pryor, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200
<PAGE>
This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule 14D-1 filed on October 20, 1998 (as amended and supplemented, the
"Schedule 14D-1") relating to the offer (the "Offer") by ABB Transportation
Participations B.V., a corporation organized under the laws of The Netherlands
(the "Purchaser") and a direct, wholly owned subsidiary of ABB Asea Brown Boveri
Ltd., a corporation organized under the laws of Switzerland (the "Parent"), to
purchase all outstanding (i) common shares, par value NLG 1.00 per share (the
"Company Shares"), of Elsag Bailey Process Automation N.V., a corporation
organized under the laws of The Netherlands (the "Company"), at a price of
$39.30 per Company Share, net to the seller in cash, without interest thereon,
and (ii) 5 1/2% Convertible Trust Originated Preferred Securities of Elsag
Bailey Financing Trust guaranteed by the Company and convertible into Company
Shares (the "Preferred Securities") at a price of $61.21 per Preferred Security,
net to the seller in cash, without interest thereon, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated October 20, 1998 (the
"Offer to Purchase") and the related Letter of Transmittal. Capitalized terms
used herein and not otherwise defined have the meanings ascribed thereto in the
Offer to Purchase.
Item 10. Additional Information.
Items 10(b) and (c) of the Schedule 14D-1 are hereby amended and
supplemented as follows:
On November 11, 1998, the Parent and the Company announced that a
request from the Federal Trade Commission for additional information and
documentary material pursuant to the Hart-Scott- Rodino Antitrust Improvements
Act of 1976, as amended, had been received. The full text of the press release
is set forth in Exhibit (a)(9) hereto and is incorporated herein by reference.
On October 28, 1998, the Purchaser and the Company provided
notification of the Offer to the Committee on Foreign Investment in the United
States pursuant to the Exon-Florio Amendment to the Defense Production Act of
1950. On November 3, 1998, the Purchaser completed its filing providing
notification of the Offer to the European Commission. The Purchaser intends to
provide, within the next week, notification of the Offer to the Canadian
Director of Investigation and Research under Canada's Competition Act. The
Parent and the Purchaser have determined that no notification is required to be
filed pursuant to Australia's Foreign Acquisitions and Takeovers Act 1975.
Pursuant to the Acquisition Agreement, if the only conditions to the
Offer remaining to be fulfilled as of the Termination Date are certain
regulatory approvals, including those described above, subject to certain
limitations set forth in the Offer to Purchase, the Purchaser has an obligation
to extend the termination date of the Offer.
Item 11. Material to be Filed as Exhibits.
Item 11 of the Schedule 14D-1 is hereby amended and supplemented to add
the following:
Exhibit Number Description
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Exhibit (a)(9) Press release issued on November 11, 1998.
<PAGE>
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.
Dated: November 12, 1998 ABB ASEA BROWN BOVERI LTD.
By: /s/ MATS SACKLEN
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Name: Mats Sacklen
Title: Vice President
By: /s/ ERIC ELZVIK
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Name: Eric Elzvik
Title: Senior Vice President
Dated: November 12, 1998 ABB TRANSPORTATION PARTICIPATIONS B.V.
By: /s/ J.A. DE RAAD
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Name: J.A. De Raad
Title: Managing Director
By: /s/ BRIAN NORMAN VAN REIJN
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Name: Brian Norman van Reijn
Title: Managing Director
Exhibit (a)(9)
[ABB LETTERHEAD]
FOR YOUR BUSINESS EDITOR
For further information, please call:
Mr. John Fox Mr. Brad Hoffman
ABB Corporate Communications, Elsag Bailey Process Automation,
Zurich Wickliffe, Ohio
Tel. +41 1 317 7371 +1 440 585 3809
Fax. +41 1 317 7958 +1 440 585 8172
ABB AND ELSAG BAILEY TO PROVIDE U.S. AUTHORITIES WITH ADDITIONAL INFORMATION ON
ACQUISITION
Zurich, Switzerland, November 11, 1998 - ABB, the international engineering and
technology group, and Elsag Bailey Process Automation N.V. (NYSE: EBY), today
announced that the U.S. Federal Trade Commission (FTC) has requested additional
information in connection with ABB's tender offer to acquire Elsag Bailey, and
that the two companies will respond shortly and intend to address any antitrust
concerns that the FTC might have.
ABB and Elsag Bailey said that they had anticipated the possibility of such a
request and that it is common for an acquisition of this nature.
ABB announced last month its intention to acquire all of Elsag Bailey's
outstanding common shares and preferred securities.
Elsag Bailey Process Automation N.V. (http://www.ebpa.com), headquartered in the
Netherlands, is a leading provider of automation systems, process
instrumentation, analytical measurement products, and professional services. The
company's technologies are sold worldwide for the automation of various
processes in the electric power, chemical and pharmaceutical, oil and gas, pulp
and paper, metals and mining, food and beverage and other industries. The
company employs some 11,000 among its operating units in more than 30 countries.
Elsag Bailey recorded revenues of US$1.5 billion during 1997.
The ABB Group (http://www.abb.com) serves customers worldwide in power
generation, transmission, and distribution; automation; oil, gas, and
petrochemicals; industrial products and contracting; financial services; and
rail transportation. The Group reported orders in 1997 of $35 billion and
employs about 214,000 people. (End)
