SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
(Amendment No. 2)
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. 2 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 13, 1998, the Purchaser provided notification of the Offer to
the Canadian Director of Investigation and Research under Canada's Competition
Act.
Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented as
follows:
On November 18, 1998, the Parent issued a press release announcing the
extension of the period during which the Offer would remain open. The full text
of the press release is set forth in Exhibit (a)(10) and is incorporated herein
by reference.
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)(10) Press release issued on November 18, 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 18, 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 18, 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)(10)
[ABB LETTERHEAD]
For further information please call:
Mr. Jan Allde Ms. Elisabeth Herger
ABB Investor Relations, Zurich Tel: +41 1 317 7359
Tel: +41 1 317 7338
Fax: +41 1 311 9817
ABB Extends Elsag Bailey Tender Offer
Zurich, Switzerland, November 18, 1998 - ABB, the international engineering
and technology group, today announced that it has extended the period for its
tender offer for shares of Elsag Bailey Process Automation N.V. (NYSE: EBY) to
12:00 midnight, New York City time, on December 18, 1998. The offer had
previously been scheduled to expire on Tuesday, November 17, 1998.
The extension has been made to allow time for the completion of the review
of the transaction by regulatory authorities.
At the close of trading in New York on November 17, 1998, 27'016'891 common
shares of Elsag Bailey and 3'894'681 preferred shares of Elsag Bailey Financing
Trust (together, approximately 87 percent of the fully diluted share capital of
Elsag Bailey) had been validly tendered in connection with the offer. The
tendered shares inlcude those owned by Finmeccanica S.p.A., (approximately 53
percent of the fully diluted share capital).
The ABB Group (http://www.abb.com) serves customers worldwide in power
generation, transmission; 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)
