<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUERS
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of June, 1998
Elsag Bailey Process Automation N.V.
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(Translation of registrant's name into English)
Schiphol Boulevard 157, 1118 BG Luchthaven Schiphol,
The Netherlands
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(Address of principal executive offices)
[Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F].
Form 20-F [X] Form 40-F [ ]
[Indicate by check mark whether the registrant by furnishing
information contained in this Form 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 12g-2(b)] Not Applicable.
Exhibit Index: Page 4
Page 1 of 5
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Elsag Bailey Process Automation N.V., a Netherlands corporation (the
"Company"), hereby furnishes the following document pursuant to Rule 13a-16 or
15d-16 of the Securities Exchange Act of 1934:
1. A press release of the Company dated June 4, 1998, announcing the
launch of the Company's sale process.
The following paragraphs or portions thereof of the above filed press
release shall be deemed to be incorporated by reference in the
Company's Prospectus dated June 28, 1996, included in its
Registration Statement No. 333-4770 and to be a part thereof from the
date hereof:
the first (1st) paragraph; and
the third (3rd) and fourth (4th) paragraphs.
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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.
ELSAG BAILEY PROCESS AUTOMATION N.V.
By: /s/Vincenzo Cannatelli
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Name: Vincenzo Cannatelli
Title: Managing Director and
Chief Executive Officer
Date: June 4, 1998
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EXHIBIT INDEX
Sequentially
Exhibit Numbered Page
- ------- -------------
Exhibit 99.1 - A press release of the Company dated June 4, 1998,
announcing the launch of the Company's sale process. 5
Page 4 of 5
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[Letterhead of Elsag Bailey Process Automation N.V.]
FOR IMMEDIATE RELEASE
Contact: Christopher M. Farage, Ph.D.
Director, Investor Relations
(440) 585-8675
ELSAG BAILEY LAUNCHES SALE PROCESS
Amsterdam, The Netherlands (June 4, 1998) - The Supervisory Board of Elsag
Bailey Process Automation N.V. (NYSE:EBY), today launched a process to seek
offers for the purchase of the entire Company. This action follows
Finmeccanica's S.p.A. recent decision to dispose of their shareholdings in
Elsag Bailey. The Board believes that the process launched today is in the
best interest of all the Company's constituents, including its employees and
customers, and is the best method to maximize value for all shareholders of
the Company.
Vincenzo Cannatelli, Elsag Bailey's Managing Director and Chief Executive
Officer, stated, "With today's Board decision, we are starting a process which
could lead to positive results for our Company and our shareholders. We have
worked hard in the past 24-months to restructure our business units for
substantial cost savings, to divest non-core and underperforming assets, to
launch significant new high-technology products, and to position Elsag Bailey
as a leader in our markets. All of these improvements make our business
portfolio quite attractive to a long-term buyer, and I believe the process
will lead to substantial benefits to our shareholders, employees, and
customers."
Also at today's Board meeting, Merrill Lynch International was appointed as an
exclusive financial advisor to assist the Board in the effective management of
this sale process, which will begin immediately.
Until a definitive agreement is reached with a potential purchaser, there can
be no assurance as to whether a sale will in fact be consummated or as to what
form any transaction, if concluded, might take.
One of the world's leading process automation companies, Elsag Bailey Process
Automation N.V., incorporated in the Netherlands, has grown its revenues to
more than $1.5 billion by aggressively expanding its global markets and
technologies. The company employs some 11,000 employees in over 30 countries.
Elsag Bailey's computer and electrical products -- control systems,
instrumentation products, and analytical devices -- keep its customers on the
cutting edge of productivity. Elsag Bailey's global customers are among the
leading names in the process industries including electric utilities, oil and
gas, chemicals and pharmaceuticals, pulp and paper, water and wastewater,
metals and ceramics, and other industrial companies.
For copies of additional press releases or quarterly reports, call Elsag
Bailey's Fax-on-Demand service at 1-888-329-2311, or visit the Company's web
site at www.ebpa.com. Requests for information can also be made via e-mail at
[email protected].
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Elsag Bailey Process Automation N.V.
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