SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
(Amendment No. 3)
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. 3 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 to add the following information:
Reference is made to the press release issued by the Parent on
December 16, 1998, the full text of which is set forth in Exhibit (a)(11) and is
incorporated herein by reference.
Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented to
add the following information:
On December 16, 1998, the Parent issued a press release announcing,
among other things, the extension of the period during which the Offer will
remain open. The full text of the press release is set forth in Exhibit (a)(11)
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)(11) Press release issued on December 16, 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: December 16, 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: December 16, 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)(11)
[ABB LETTERHEAD]
Media contact:
Mr. John Fox
ABB Corporate Communications, Zurich
Tel. +41 1 317 7371
Fax. +41 1 317 7958
EUROPEAN COMMISSION APPROVES ABB'S ACQUISITION OF ELSAG BAILEY
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Zurich, Switzerland, December 16, 1998 - ABB, the international engineering and
technology group, announced today it has received approval from the European
Commission (EC) to complete its acquisition of Elsag Bailey Process Automation
N.V. (NYSE: EBY). The company also said that discussions are continuing with the
U.S. Federal Trade Commission (FTC) and that it expects a final ruling near
mid-January, 1999.
ABB announced in October its intention to acquire Elsag Bailey, a
Netherlands-based automation company with revenues in 1997 of about US$ 1.5
billion and some 11,000 employees. ABB has offered to buy all of Elsag Bailey's
outstanding common and preferred securities in a deal valued at about US$ 2.1
billion.
As a condition of the EC approval, ABB has agreed to divest Elsag Bailey's gas
chromatograph and mass spectrometer business. The business, whose main location
is Bartlesville, Oklahoma, has annual revenues of about US$ 50 million and
employs some 340 people. Credit Suisse First Boston has been retained to manage
the divestiture for ABB.
ABB also announced today that it has extended the period for the tender offer to
5:00 p.m., New York City time, January 11, 1999. The offer had previously been
scheduled to expire on December 18, 1998. The extension has been made to allow
additional time to obtain FTC approval of the offer.
At the close of trading in New York on December 15, 1998, 25,281,371 common
shares of Elsag Bailey and 3,883,201 preferred shares of Elsag Bailey Financing
Trust, had been validly tendered in connection with the offer. That represents
approximately 83 percent of the outstanding share capital on a fully diluted
basis.
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 in more than 100 countries. (End)
