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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 May, 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
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[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
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[If "Yes" is marked, indicate below the file number assigned
to the registrant in connection with Rule 12g-2(b)] Not Applicable.
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Exhibit Index: Page 4
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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 May 28, 1998, announcing action by
its majority owner.
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 through third (1st - 3rd) paragraphs.
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SIGNATURES
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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: May 28, 1998
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EXHIBIT INDEX
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Sequentially
Exhibit Numbered Page
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Exhibit 1 - A press release of the Company dated
May 28, 1998, announcing action by it
majority owner 5
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[LOGO] Elsag Bailey Process Automation
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FOR IMMEDIATE RELEASE
Contact: Christopher M. Farage, Ph.D.
Director, Investor Relations
(440) 585-8675
Elsag Bailey Announces Action by its Majority Owner
Amsterdam, the Netherlands (May 28, 1998) - Elsag Bailey Process Automation
N.V. (NYSE:EBY) today announced that Istituto per la Ricostruzione Industriale
- - IRI S.p.A. and Finmeccanica S.p.A., controlling owners of the Company's
common stock, have filed an amendment to their Schedule 13D with the Securities
and Exchange Commission.
The filing states that Finmeccanica's Board of Directors determined at its
meeting today to dispose of Finmeccanica's interests in the Company and
approved the recommendation of Merrill Lynch International to offer such
interests independently of the sale of any other assets of Finmeccanica. The
procedure recommended by Merrill Lynch entails the participation of the public
holders of Common Shares of the Company in the transaction. However, the form
of the transaction will be determined only if and when the purchaser is
selected and an agreement is entered into with such purchaser. The filing also
states that there can be no assurance that such an agreement will be concluded,
that it will include any participation of the public shareholders in the
transaction or an opportunity to dispose of their Common Shares in the Company,
that the transaction will in fact be consummated, or that other alternatives
will not be considered.
The Supervisory Board of Elsag Bailey Process Automation met today. The Board
will evaluate all strategic options aimed at maximizing value for all
shareholders. The Board has established a special committee of independent
directors, consisting of Messrs. T. Kevin Dunnigan and Josef Felder, to assist
in reviewing and evaluating any proposed transaction involving the transfer by
Finmeccanica of its interest in the Company or otherwise involving a change in
control of the Company.
Vincenzo Cannatelli, Elsag Bailey's Managing Director and Chief Executive
Officer, acknowledged the recent decision of Finmeccanica and stated, "The
strategy of our Company for the coming months will not change. The management
team is fully committed to enhancing the financial performance of our Company.
The completion of the restructuring plan and recent improvements in our order
entries gives us confidence that Elsag Bailey is very well positioned for
future success."
One of the world's leading process automation companies, Elsag Bailey Process
Automation N.V., incorporated in the Netherlands, has grown 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].
Elsag Bailey Process Automation N.V.
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