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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
ELSAG BAILEY PROCESS AUTOMATION N.V.
ELSAG BAILEY FINANCING TRUST
(Name of Subject Company)
ELSAG BAILEY PROCESS AUTOMATION N.V.
(Name of Person(s) Filing Statement)
COMMON SHARES, PAR VALUE NLG1.00 PER SHARE
5 1/2% CONVERTIBLE TRUST ORIGINATED PREFERRED SECURITIES
(Title of Class of Securities)
Common Shares: N2925S101
Preferred Securities: 290205301
290205103
U28430202
(CUSIP Number of Class of Securities)
MARK V. SANTO, ESQ.
GROUP VICE PRESIDENT AND GENERAL COUNSEL
ELSAG BAILEY PROCESS AUTOMATION N.V.
c/o Elsag Bailey, Inc.
29801 Euclid Avenue
Wickliffe, Ohio 44092-1898
(440) 585-8500
(Name, address and telephone number of person
authorized to receive notice and communications
on behalf of the person(s) filing statement)
with a copy to:
W. PRESTON TOLLINGER, ESQ.
MORGAN, LEWIS & BOCKIUS LLP
101 Park Avenue
New York, New York 10178
(212) 309-6915
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This Amendment No. 2 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed on October 20,
1998 (as amended and supplemented, the "Schedule 14D-9") 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 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.
Item 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 of the Schedule 14D-9 is hereby amended and supplemented as
follows:
On December 24, 1998, the Company published an advertisement in Dutch
and American newspapers and distributed proxy materials in connection with an
Extraordinary General Meeting of Shareholders of the Company to be held on
January 11, 1999. The purpose of the meeting is to consider the appointment as
members constituting the entire Supervisory Board of the Company certain
individuals proposed for such appointment by the Parent and the Purchaser
subject to and effective upon the completion of the Offer. A copy of the
newspaper advertisement and proxy materials distributed to shareholders of the
Company in connection with the meeting is filed herewith as Exhibit 10 and
Exhibit 11 respectively and is incorporated herein by reference.
Item 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 of the Schedule 14D-9 is hereby amended and supplemented to add
the following:
Exhibit Number Description
Exhibit 10 Newspaper advertisement of the Company providing notice of the
Extraordinary General Meeting of Shareholders of the Company
as published on December 24, 1998.
Exhibit 11 Letter to Shareholders, Notice of Meeting, Proxy Statement,
Form of Proxy and Proxy Cards, dated December 24, 1998, in
connection with the Extraordinary General Meeting of
Shareholders of the Company on January 11, 1999.
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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: December 28, 1998 ELSAG BAILEY PROCESS AUTOMATION N.V.
By: /s/ Vincenzo Cannatelli
--------------------------
Name: Vincenzo Cannatelli
Title: Managing Director
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Established at Amsterdam, The Netherlands
NOTICE OF
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Notice is hereby given of the Extraordinary General Meeting of Shareholders (the
"General Meeting") of Elsag Bailey Process Automation N.V. (the "Company") which
will be held on January 11, 1999 at 11:00 a.m. (local time) at the Company's
office located at Schiphol Boulevard 157, 1118 BG Luchthaven Schiphol, The
Netherlands.
The agenda for this General Meeting, including proposals made by the Management
Board and Supervisory Board, is as follows:
1. Opening by the Chairman
2. To determine, subject to and, if it has not yet occurred,
effective immediately upon, the acceptance for payment by ABB
Transportation Participations B.V. ("ABB") of the Company's
common shares and/or preferred securities pursuant to ABB's
tender offer of October 20, 1998, that in accordance with
article 20.2 of the Company's Articles of Association the
Supervisory Board shall consist of four (4) members
3. Appointment of, subject to and, if it has not yet occurred,
effective immediately upon, the acceptance for payment by ABB
of the Company's common shares and/or preferred securities
pursuant to ABB's tender offer of October 20, 1998, four
members to the Supervisory Board pursuant to the nominations
made by the Supervisory Board
4. Questions
5. Adjournment
Copies of the agenda and list of nominees for the vacancies in the Supervisory
Board are open for inspection by registered shareholders and other persons
entitled to attend meetings of shareholders at the offices of the Company at
Schiphol Boulevard 157, 1118 BG Luchthaven Schiphol, The Netherlands, at the ABN
AMRO Bank N.V. at Foppingadreef 22, 1102 BS Amsterdam, The Netherlands
(attention of Mr. G. Nentjes, New Issues AA4240) and at the office of The Bank
of New York at 101 Barclay Street, New York, NY 10286, U.S.A. (attention:
Jeffrey D. Grosse), from the date hereof until the close of the General Meeting.
Registered shareholders wishing to exercise their shareholder rights, either in
person or by proxy, must notify the Company of their intention to do so no later
than January 4, 1999. Notification should be received by 5 p.m. (New York time)
on January 4, 1999, at the office of The Bank of New York (attention: Jeffrey D.
Grosse) at 101 Barclay Street, New York, NY 10286, U.S.A. A proxy statement with
an enclosed form of proxy has been mailed to registered shareholders on or about
December 24, 1998. Registered shareholders may only exercise their shareholder
rights for the shares registered in their name both on January 4, 1999 and on
the day of the General Meeting. The holders of Type II shares (evidenced by
share certificates), as referred to in article 5.2 of the Company's Articles of
Association, shall state the serial numbers of their share certificates when
notifying the Company.
The Company will send an admission ticket to registered shareholders that have
properly notified the Company of their intention to attend the General Meeting.
The Management Board
December 24, 1998
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ELSAG BAILEY PROCESS AUTOMATION N.V.
Schiphol Boulevard 157
1118 BG Luchthaven Schiphol
The Netherlands
[Logo]
December 24, 1998
Dear Shareholder:
You are cordially invited to attend the Extraordinary General Meeting
of Shareholders (the "General Meeting") of Elsag Bailey Process Automation
N.V., which will be held on January 11, 1999 at 11:00 a.m. (local time) at the
Company's office located at Schiphol Boulevard 157, 1118 BG Luchthaven
Schiphol, The Netherlands.
The enclosed Notice and Proxy Statement contain complete information
about matters to be considered at the General Meeting. We hope that you will
be able to attend. If you plan to be present at the meeting, please send in
the enclosed notification form by the date specified therein and an admission
ticket will be sent to you. Only holders of admission tickets will be
permitted to attend the General Meeting.
Please complete, sign and return the enclosed proxy card promptly so
that if you are unable to attend, your shares can nonetheless be represented
and voted at the General Meeting.
Sincerely,
[Vincenzo Cannatelli's Signature]
Vincenzo Cannatelli
Managing Director and
Chief Executive Officer
Registered with the Chamber of Commerce of Amsterdam-Haarlem under No. 92.269
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ELSAG BAILEY PROCESS AUTOMATION N.V.
Established at Amsterdam, The Netherlands
NOTICE OF
EXTRAORDINARY GENERAL MEETING
OF SHAREHOLDERS
Notice is hereby given of the Extraordinary General Meeting of Shareholders
(the "General Meeting") of Elsag Bailey Process Automation N.V. (the
"Company") which will be held on Monday, January 11, 1999 at 11:00 a.m. (local
time) at the Company's office located at Schiphol Boulevard 157, 1118 BG
Luchthaven Schiphol, The Netherlands.
The agenda for this General Meeting, including proposals made by the
Management Board and Supervisory Board, is as follows:
1. Opening by the Chairman
2. To determine, subject to and, if it has not yet occurred,
effective immediately upon, the acceptance for payment by
ABB Transportation Participations B.V. ("ABB") of the
Company's common shares and/or preferred securities pursuant
to ABB's tender offer of October 20, 1998, that in
accordance with article 20.2 of the Company's Articles of
Association the Supervisory Board shall consist of four (4)
members
3. Appointment of, subject to and, if it has not yet occurred,
effective immediately upon, the acceptance for payment by
ABB of the Company's common shares and/or preferred
securities pursuant to ABB's tender offer of October 20,
1998, four members to the Supervisory Board pursuant to the
nominations made by the Supervisory Board
4. Questions
5. Adjournment
Pursuant to the Company's Articles of Association and Netherlands law, copies
of the agenda and list of nominees for the vacancies in the Supervisory Board
are open for inspection by registered shareholders and other persons entitled
to attend meetings of shareholders at the offices of the Company at Schiphol
Boulevard 157, 1118 BG Luchthaven Schiphol, The Netherlands, at the ABN AMRO
Bank N.V. at Foppingadreef 22, 1102 BS Amsterdam, The Netherlands (attention:
Mr. G. Nentjes, New Issues AA4240) and at the office of The Bank of New York
at 101 Barclay Street, New York, NY 10286, U.S.A. (attention: Mr. Jeffrey D.
Grosse), from the date hereof until the close of the General Meeting.
Registered shareholders wishing to exercise their shareholder rights, either
in person or by proxy, must notify the Company of their intention to do so no
later than January 4, 1999, using the enclosed notification form or proxy
card, as applicable. Notification must be received by 5 p.m. (New York time)
on January 4, 1999, at the office of The Bank of New York (attention: Mr.
Jeffrey D. Grosse) at 101 Barclay Street, New York, NY 10286, U.S.A.
Registered shareholders may only exercise their shareholder rights for the
shares registered in their name both on
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January 4, 1999 and on the day of the General Meeting. The holders of Type II
shares (evidenced by share certificates) as referred to in article 5.2 of the
Company's Articles of Association, shall state the serial numbers of their
share certificates when notifying the Company.
The Company will send an admission ticket to registered shareholders that have
properly notified the Company of their intention to attend the General
Meeting.
The Management Board
December 24, 1998
EACH SHAREHOLDER IS URGED TO MARK, SIGN AND RETURN PROMPTLY THE ACCOMPANYING
PROXY CARD IN THE ENCLOSED RETURN ENVELOPE. IN THE EVENT A SHAREHOLDER DESIRES
TO ATTEND THE GENERAL MEETING, HE OR SHE MUST RETURN THE ENCLOSED NOTIFICATION
FORM TO RECEIVE AN ADMISSION TICKET FROM THE COMPANY.
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ELSAG BAILEY PROCESS AUTOMATION N.V.
Schiphol Boulevard 157
1118 BG Luchthaven Schiphol
The Netherlands
(Registered with the Chamber of Commerce at
Amsterdam-Haarlem, The Netherlands under No. 92.269)
- -------------------------------------------------------------------------------
PROXY STATEMENT
EXTRAORDINARY GENERAL MEETING
OF SHAREHOLDERS
To be held on January 11, 1999
- -------------------------------------------------------------------------------
This Proxy Statement is being provided to shareholders of Elsag Bailey Process
Automation N.V., a Netherlands corporation (the "Company"), in connection with
the solicitation of proxies in the form enclosed herewith for use at an
Extraordinary General Meeting of Shareholders of the Company (the "General
Meeting) to be held on January 11, 1999, at the times and for the purposes set
forth in the Notice of Extraordinary General Meeting of Shareholders or at any
adjournment thereof. A copy of the Notice of Extraordinary General Meeting of
Shareholders (which contains the agenda for the General Meeting) accompanies
this Proxy Statement.
Pursuant to the Company's Articles of Association and Netherlands law, copies
of the agenda are open for inspection by registered shareholders and other
persons entitled to attend meetings of shareholders at the office of the
Company set forth above and the other locations specified in the Notice of
Extraordinary General Meeting of Shareholders, from the date hereof until the
close of the General Meeting.
Because the Company is a "foreign private issuer," the solicitation of proxies
for use at the General Meeting is not subject to the proxy rules contained in
Regulation 14A promulgated under the United States Securities Exchange Act of
1934, as amended.
The cost of the solicitation will be borne by the Company. The Company will
reimburse brokerage firms, fiduciaries and custodians for their reasonable
expenses in forwarding the solicitation material to the beneficial owners. The
Company will cause this Proxy Statement, the notification form and the form of
proxy to be mailed to shareholders on or about December 24, 1998.
This solicitation is being undertaken by the Company pursuant to the
transactions described in the Solicitation/Recommendation Statement on
Schedule 14D-9 filed with the United States Securities and Exchange Commission
on October 20, 1998, as amended, including without limitation the exhibits
thereto (the "Schedule 14D-9"), at the request of ABB Transportation
Participations B.V. ("ABB"). ABB has informed the Company that the individuals
identified in Item Three below are its nominees for the Supervisory Board of
the Company. The information about the nominees set forth in Item Three below
has been furnished to the Company by ABB and/or its affiliates, and the
Company assumes no responsibility for the accuracy or completeness of such
information.
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Voting Procedure
In order to attend, address and vote at the General Meeting, registered
holders of common shares, par value NLG1.00 per share, of the Company (the
"Company Shares") must advise the Company in writing, in accordance with the
procedures stated in the Notice of Extraordinary General Meeting of
Shareholders, of their intention to attend the General Meeting. Pursuant to
the Company's Articles of Association, registered shareholders may only
exercise their shareholder rights for those Company Shares registered in their
name both on January 4, 1998 and on the day of the General Meeting.
It is noted that all items set forth in the agenda were proposed by the
Management Board and approved by the Supervisory Board.
At the close of business on December 1, 1998, there were 29,201,981 Company
Shares issued and outstanding. On that date, Finmeccanica S.p.A., an Italian
corporation ("Finmeccanica"), owned directly (and indirectly through a
subsidiary) 17,813,527 Company Shares or approximately 61% of the total issued
and outstanding Company Shares. A special purpose business trust organized by
the Company (the "Financing Trust") sold 5 1/2% Trust Originated Preferred
Securities ("Preferred Securities") in December 1995 and January 1996. The
5,740,000 Preferred Securities issued by the Financing Trust are convertible
into Company Shares at the initial conversion rate of 1.5576 Company Shares
per Preferred Security. Of the 5,740,000 issued Preferred Securities,
1,600,000 are owned by Finmeccanica indirectly through a subsidiary. Prior to
their conversion into Company Shares, the Preferred Securities do not have any
voting rights at general meetings of the shareholders of the Company. As of
December 1, 1998, none of the Preferred Securities had been converted into
Company Shares. The Company owns all of the issued common securities of the
Financing Trust.
A registered holder of Company Shares may cast one vote per share at the
General Meeting. In accordance with articles 31.1, 39.2 and 39.3 of the
Company's Articles of Association, no quorum requirement is applicable at the
General Meeting. Proposals by the Supervisory Board or the Management Board of
the Company shall be validly adopted upon the approval of an absolute majority
of the votes cast at the General Meeting.
Company Shares cannot be voted at the General Meeting unless the registered
holder is present in person or is represented by a written proxy. The Company
is incorporated in The Netherlands and, as required by the laws thereof and
the Company's Articles of Association, the General Meeting must be held in The
Netherlands. Registered shareholders can indicate on the enclosed notification
form whether they intend to attend the General Meeting in person. Such
shareholders will be sent an admission ticket. For those registered
shareholders who are unable to attend the General Meeting in person, the
enclosed proxy card naming Messrs. Vincenzo Cannatelli, Mark Santo and
Jean-Paul Marie as proxyholders is a means by which such registered
shareholders may authorize the voting of Company Shares at the General
Meeting. If the proxy in the enclosed form is duly executed and returned in
accordance with the procedure specified in the Notice of Extraordinary General
Meeting of Shareholders, all Company Shares represented thereby will be voted,
and, where specification is made by the holder of Company Shares on the form
of proxy, will be voted by the proxyholders in accordance with such
specification. IF NO SPECIFICATION IS MADE IN THE PROXY, THE PROXY WILL BE
VOTED BY THE PROXYHOLDERS FOR SETTING THE MEMBERSHIP NUMBER OF THE SUPERVISORY
BOARD AT FOUR MEMBERS (WITH RESPECT TO ITEM TWO OF THE AGENDA) AND FOR MESSRS.
LEFFLER, STORCK, VAN REIJN, AND LIPSANEN RESPECTIVELY (WITH RESPECT TO ITEM
THREE OF THE
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AGENDA).
In the event a registered shareholder wishes to use any other form of proxy,
such proxy shall be voted in accordance with the specification given therein,
provided that (i) such shareholder has notified the Company on or prior to
January 4, 1999, of his/her intention to attend the General Meeting and to
exercise his/her shareholder rights and has received an admission ticket from
the Company, (ii) such proxy states the number of registered Company Shares
held by such shareholder, (iii) the Company Shares for which the proxy is
given are registered in the name of the shareholder both on January 4, 1999
and on the date of the General Meeting, and (iv) such proxy enables the person
named therein to vote the Company Shares represented thereby in the
affirmative, the negative or to abstain from voting, as applicable. The
proxyholder shall present the duly executed proxy together with the admission
ticket referred to above to obtain admission to the General Meeting and
exercise the shareholder rights represented by such proxy.
Any person who has executed and delivered a proxy to the Company and who
subsequently wishes to revoke such proxy may do so by delivering a
subsequently dated proxy or by giving written notice of revocation, which in
each case must be received by The Bank of New York, 101 Barclay Street, New
York, New York 10286, U.S.A. (attention: Mr. Jeffrey D. Grosse) on or before 5
p.m. (New York time), on January 4, 1999.
ITEM TWO:
DETERMINATION THAT THE SUPERVISORY BOARD
SHALL CONSIST OF FOUR MEMBERS
Under article 20.1 of the Company's Articles of Association the Supervisory
Board shall consist of at least four and no more than eleven members. Pursuant
to article 20.2 of the Company's Articles of Association, subject to the
minimum number specified in article 20.1, the number of members of the
Supervisory Board shall be decided by a general meeting of shareholders.
THE MANAGEMENT BOARD AND SUPERVISORY BOARD AGREE THAT THE SUPERVISORY BOARD
SHALL CONSIST OF FOUR MEMBERS AND THEREFORE RECOMMEND A VOTE TO SET THE
MEMBERSHIP NUMBER OF THE SUPERVISORY BOARD AT FOUR MEMBERS, SUBJECT TO AND, IF
IT HAS NOT YET OCCURRED, EFFECTIVE IMMEDIATELY UPON, THE ACCEPTANCE FOR
PAYMENT BY ABB OF THE COMPANY SHARES AND/OR PREFERRED SECURITIES PURSUANT TO
ABB'S TENDER OFFER OF OCTOBER 20, 1998.
ITEM THREE:
APPOINTMENT OF FOUR MEMBERS
OF THE SUPERVISORY BOARD
In accordance with article 20.3 of the Company's Articles of Association the
Supervisory Board nominates in ORDER OF PREFERENCE by vacancy the following
persons for appointment as members of the Supervisory Board subject to and, if
it has not yet occurred, effective immediately upon, the acceptance for
payment by ABB of the Company's Shares and/or Preferred Securities pursuant to
ABB's tender offer of October 20, 1998. All current members of
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the Supervisory Board will resign subject to and, if it has not yet occurred,
effective immediately upon, the acceptance for payment by ABB of the Company
Shares and/or Preferred Securities pursuant to ABB's tender offer of October
20, 1998.
Finmeccanica, as holder of a majority of the total and outstanding Company
Shares, is obligated under the terms of the Shareholder's Agreement between
ABB and Finmeccanica dated October 14, 1998, and has agreed to vote all of its
Company Shares in favor of the first preference nominees set forth below.
The name, age, business address, present principal occupation or employment
and five-year employment history of each nominee to the Supervisory Board are
set forth below.
ITEM THREE - VACANCY 1
----------------------
The two nominees for the first vacancy on the Supervisory Board, as nominated
by the Supervisory Board, are as follows and are listed in the ORDER OF
PREFERENCE indicated by the Supervisory Board in its resolution approving the
nominations:
FIRST PREFERENCE: NILS LEFFLER (age 53) (c/o ABB Asea Brown Boveri Ltd., P.O.
Box 8131, Affolternstrasse 44, CH- 8050, Zurich, Switzerland, Telephone:
41-1-317-7111); Business Development Manager, Automation Segment of ABB Asea
Brown Boveri Ltd. (the "Parent") from September 1, 1998 to present; Business
Unit Manager in Business Area Automation and Drives, Industrial and Building
Segment of the Parent from 1994 to 1998; President, ABB Industrial Systems,
Inc., USA from 1992 to 1994. Mr. Leffler serves on the boards of ABB Flakt
Industri AB, (Vaxjo, Sweden), ABB Industrial Systems Ltd. (Dundalk, Ireland)
and ABB Industrial Systems Ltd. (Stevenage, Great Britain).
SECOND PREFERENCE: DR. BEAT HESS (age 49) (c/o ABB Asea Brown Boveri Ltd.,
P.O. Box 8131, Affolternstrasse 44, CH-8050, Zurich, Switzerland, Telephone:
41-1-317-7111); General Counsel of the Parent from January 1988 to present;
Mr. Hess serves on the boards of ABB Handels-und Verwaltungs AG (Zurich,
Switzerland), ABB Industrial and Building Systems Management Ltd. (Zurich,
Switzerland), Asea Brown Boveri Europe Ltd. (Brussels, Belgium), Asea Brown
Boveri AG (Baden, Switzerland), ABB Financial Services Ltd. (Zurich,
Switzerland), Rabbit- Air Ltd. (Zurich, Switzerland), ABB Gadelius Holding AB
(Stockholm, Sweden), ABB Transportation Participations B.V. (Amsterdam, The
Netherlands), ABB Corporate Management Services AG, (Zurich, Switzerland) and
Asea Brown Boveri S.A. (Paries La Defense, France).
ITEM THREE - VACANCY 2
----------------------
The two nominees for the second vacancy on the Supervisory Board, as nominated
by the Supervisory Board, are as follows and are listed in the ORDER OF
PREFERENCE indicated by the Supervisory Board in its resolution approving the
nominations:
FIRST PREFERENCE: DR. ALFRED STORCK (age 49) (c/o ABB Asea Brown Boveri Ltd.,
P.O. Box 8131, Affolternstrasse 44, CH-8050, Zurich, Switzerland, Telephone:
41-1-317-7111); Senior Vice President (Taxes) of the Parent from 1988 to
present; Mr. Storck serves on the boards of ABB Handels-und Verwaltungs AG
(Zurich, Switzerland),
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Asea Brown Boveri Europe Ltd. (Brussels, Belgium), Asea Brown Boveri AG
(Baden, Switzerland), ABB Transportation Participations B.V. (Amsterdam, The
Netherlands), ABB Beteiligungs-und Verwaltungesellschaft GmbH (Mannheim,
Germany), ABB Beteiligungen GmbH (Mannheim, Germany), ABB Asia Pacific
Investment Ltd. (Zurich, Switzerland), Florian Holding (Zurich, Switzerland),
ABB Service Worldwide (Zaventem, Belgium), ABB Holdings Company Ltd. (St.
Helier, Jersey, Great Britain), ABB Credit Holding B.V. (Amsterdam, The
Netherlands), ABB International Holdings Ltd. (Port Louis, Mauritius), ABB
Transinvest Ltd. (St. Helier, Jersey, Great Britain), ABB East Ventures Oy
(Helsinki, Finland) and ABB Holdings Ireland Ltd. (Dublin, Ireland).
SECOND PREFERENCE: MICHAEL HIRTH (age 50) (c/o ABB Asea Brown Boveri Ltd.,
P.O. Box 8131, Affolternstrasse 44, CH-8050, Zurich, Switzerland, Telephone:
41-1-317-7111); Business Area Manager, Automation Segment of the Parent from
September 1, 1998 to present; Business Area Manager, Power Plant Control,
Power Generation Segment of the Parent from 1995 to 1998; Vice President
(Product Line Manager Turbogenerators) for ABB Power Generation, Ltd.,
Switzerland from 1993 to 1995. Mr. Hirth serves on the boards of ABB Centrum
Ltd. (Wroclaw, Poland) and ABB Power Plant Control s.r.o. (Brno, Czech
Republic).
ITEM THREE - VACANCY 3
----------------------
The two nominees for the third vacancy on the Supervisory Board, as nominated
by the Supervisory Board, are as follows and are listed in the ORDER OF
PREFERENCE indicated by the Supervisory Board in its resolution approving the
nominations:
FIRST PREFERENCE: BRIAN NORMAN VAN REIJN (age 51) (c/o ABB Transportation
Participations B.V., Burgemeester Haspelslaan 45, 5HG, NL-1181 NB Amstelveen,
The Netherlands, Telephone: 31-20-543-4444); Managing Director of ABB
Tansportation Participations B.V. from August 1997 to present; Managing
Director of ABB Financial Services B.V. from March 1992 to July 1997. Mr. van
Reijn serves on the boards of ABB Financial Services B.V. (Amsterdam, The
Netherlands), ABB Capital B.V. (Amsterdam, The Netherlands) and ABB
Transportation Participations B.V. (Amsterdam, The Netherlands).
SECOND PREFERENCE: RICHARD L. MCALLISTER (age 57) (c/o ABB Asea Brown Boveri
Ltd., P.O. Box 8131, Affolternstrasse 44, CH-8050, Zurich, Switzerland,
Telephone: 41-1-317-7111); Business Area Manager, Instrumentation and Control
Products, Automation Segment of the Parent from September 1, 1998 to present;
Senior Vice President, Automation Products Division, ABB Industrial Systems,
Inc., USA from 1997 to 1998; Vice President of Foxboro, USA from 1992 to 1997.
Mr. McAllister serves on the boards of the Fieldbus Foundation and Simcon.
ITEM THREE - VACANCY 4
----------------------
The two nominees for the fourth vacancy on the Supervisory Board, as nominated
by the Supervisory Board, are as follows and are listed in the ORDER OF
PREFERENCE indicated by the Supervisory Board in its resolution approving the
nominations:
First Preference: Juho Lipsanen (age 37) (c/o ABB Asea Brown Boveri Ltd., P.O.
Box 8131, Affolternstrasse 44, CH-8050, Zurich, Switzerland, Telephone:
41-1-317-7111); Segment Controller, Automation Segment of the Parent
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from September 1, 1998 to present; Business Area Controller, Automation and
Drives, Industrial and Building Systems Segment of the Parent from 1994 to
1998; Vice President, Finance and Business Control of ABB Stromberg Drives Oy,
Finland from 1991 to 1994.
SECOND PREFERENCE: CHESTER MROZ (age 54) (c/o ABB Asea Brown Boveri Ltd., P.O.
Box 8131, Affolternstrasse 44, CH-8050, Zurich, Switzerland, Telephone:
41-1-317-7111); Business Area Manager, Petroleum, Chemical and Consumer
Industries, Automation Segment of the Parent from September 1, 1998 to
present; Business Unit Manager in Business Area Automation and Drives,
Industrial and Building Systems Segment of the Parent from 1994 to 1998;
Director, International Operations, Texas Instruments, Inc. USA from 1991 to
1994.
A majority of the votes cast is required for the election of a nominee as a
member of the Supervisory Board.
THE MANAGEMENT BOARD AGREES WITH THE ORDER OF PREFERENCE EXPRESSED ABOVE BY
THE SUPERVISORY BOARD WITH REGARD TO THE NOMINEES TO BE ELECTED TO FILL ALL
VACANCIES IN THE SUPERVISORY BOARD, AND THEREFORE RECOMMENDS A VOTE FOR FIRST
PREFERENCE NOMINEES, MESSRS. NILS LEFFLER, ALFRED STORCK, BRIAN NORMAN VAN
REIJN AND JUHO LIPSANEN, SUBJECT TO AND, IF IT HAS NOT YET OCCURRED, EFFECTIVE
IMMEDIATELY UPON, THE ACCEPTANCE FOR PAYMENT BY ABB OF THE COMPANY SHARES
AND/OR PREFERRED SECURITIES PURSUANT TO ABB'S TENDER OFFER OF OCTOBER 20,
1998.
The Supervisory Board is of the opinion that the above persons are suited to
fill their tasks as Supervisory Board Directors of the Company, that they meet
the profile that has been drawn up for the Supervisory Board and that they
will provide an important contribution to the tasks of the Supervisory Board.
Please sign, date and return the accompanying notification form or proxy, as
applicable, in the enclosed envelope at your earliest convenience.
The Management Board
Vincenzo Cannatelli
Managing Director and
Chief Executive Officer
December 24, 1998
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<PAGE>
NOTIFICATION FORM
TO: The Bank of New York
101 Barclay Street
New York, New York 10286
U.S.A.
Attn.: Mr. Jeffrey D. Grosse
ELSAG BAILEY PROCESS AUTOMATION N.V.
Extraordinary General Meeting of Shareholders
January 11, 1999
The undersigned, holder of ______ registered shares Type I and/or _______
registered shares Type II (with share certificate numbers _________ through
__________) of Elsag Bailey Process Automation N.V. (the "Company"), hereby
notifies the Company that he/she/it wishes to attend the Extraordinary General
Meeting of Shareholders of the Company (the "General Meeting") and to exercise
his/her/its shareholder rights at the General Meeting to be held at Schiphol
Boulevard 157, 1118 BG Luchthaven Schiphol, The Netherlands, on January 11,
1999 at 11:00 a.m. (local time), or any adjournment or adjournments thereof,
and requests the Company to send him/her/it a ticket of admission.
The undersigned registered shareholder realizes that he/she/it can only
exercise his/her/its shareholder rights for the shares registered in
his/her/its name both on January 4, 1999 and on the day of the General
Meeting.
In witness whereof the undersigned has duly executed this notification/caused
this notification to be duly executed by its authorized officers at
______________ this ______ day of _______________, 1998.
-------------------------------
(Signature of registered Shareholder)
-------------------------------
(Signature of registered Shareholder)
-------------------------------
(Print full name of registered Shareholder(s))
If the shares are held jointly, each registered holder must sign. Notification
must be received no later than 5 p.m. (New York time) on January 4, 1999 at
the office of The Bank of New York specified above.
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<PAGE>
ELSAG BAILEY
PROCESS AUTOMATION N.V.
NOTICE OF
EXTRAORDINARY
GENERAL MEETING
OF
SHAREHOLDERS
AND PROXY
STATEMENT
December 24, 1998
[Logo]
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<PAGE>
PROXY
ELSAG BAILEY PROCESS AUTOMATION N.V.
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS -- JANUARY 11, 1999
The undersigned hereby constitutes and appoints VINCENZO CANNATELLI, MARK
SANTO and JEAN-PAUL MARIE, or any one of them, attorney and proxy of the
undersigned, with power of substitution for the undersigned to represent and
vote all such shares that the undersigned may be entitled to vote, at the
extraordinary general meeting of the Company to be held at the Company's offices
located at Schiphol Boulevard 157, 1118 BG Luchthaven Schiphol, The Netherlands,
on January 11, 1999, at 11:00 a.m. (local time), or any adjournment or
adjournments thereof, as fully as the undersigned could do if personally
present, as indicated on the reverse side.
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL
BE VOTED FOR AND IN THE ORDER OF PREFERENCE AS REGARDS ITEMS 2 AND 3.
A full description of the proposals is contained in the Proxy Statement
dated December 24, 1998.
I WILL ATTEND IN PERSON / /
In witness whereof the undersigned (has duly executed this proxy/caused this
proxy to be duly executed by its authorized officers) at
<TABLE>
<S> <C>
- -------------------------------------------------------- ---------------------------------------------------
If the shares are held jointly, each registered holder (SIGNATURE OF REGISTERED SHAREHOLDER) (DATE)
must sign.
- -------------------------------------------------------- ---------------------------------------------------
(PRINT FULL NAME OF REGISTERED SHAREHOLDER(S) (SIGNATURE OF REGISTERED SHAREHOLDER) (DATE)
</TABLE>
[CONTINUED ON THE REVERSE SIDE]
<PAGE>
PLEASE MARK BOXES / / OR /X/ IN BLUE OR BLACK INK.
ITEM 2. Supervisory Board shall consist of four (4) members:
FOR AGAINST ABSTAIN
/ / / / / /
ITEM 3. Appointment of Supervisory Board Members:
VACANCY ONE--VOTE FOR ONE NOMINEE ONLY:
a. Appointment of new member of the Supervisory
Board, Mr. Nils Leffler
FOR AGAINST ABSTAIN
/ / / / / /
b. Appointment of new member of the Supervisory
Board, Dr. Beat Hess
FOR AGAINST ABSTAIN
/ / / / / /
VACANCY TWO--VOTE FOR ONE NOMINEE ONLY:
a. Appointment of new member of the Supervisory
Board, Dr. Alfred Storck
FOR AGAINST ABSTAIN
/ / / / / /
b. Appointment of new member of the Supervisory
Board, Mr. Michael Hirth
FOR AGAINST ABSTAIN
/ / / / / /
VACANCY THREE--VOTE FOR ONE NOMINEE ONLY:
a. Appointment of new member of the Supervisory
Board, Mr. Brian Norman van Reijn
FOR AGAINST ABSTAIN
/ / / / / /
b. Appointment of new member of the Supervisory
Board, Mr. Richard L. McAllister
FOR AGAINST ABSTAIN
/ / / / / /
VACANCY FOUR--VOTE FOR ONE NOMINEE ONLY:
a. Appointment of new member of the Supervisory
Board, Mr. Juho Lipsanen
FOR AGAINST ABSTAIN
/ / / / / /
b. Appointment of new member of the Supervisory
Board, Mr. Chester Mroz
FOR AGAINST ABSTAIN
/ / / / / /
ADDRESS CHANGE MARKED HERE
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