<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 November, 1998
Elsag Bailey Process Automation N.V.
(Translation of registrant's name into English)
Schiphol Boulevard 157, 1118 BG Luchthaven Schiphol,
The Netherlands
(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
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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 November 11, 1998,
announcing that the U.S. Federal Trade Commission has
requested additional information in connection with ABB's
tender offer to acquire Elsag Bailey.
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
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
Name: Vincenzo Cannatelli
Title: Managing Director and
Chief Executive Officer
Date: November 11, 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 November 11,
1998, announcing that the U.S. Federal Trade Commission
has requested additional information in connection with
ABB's tender offer to acquire Elsag Bailey.
5
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Page 4 of 5
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News Release
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)
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