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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
(Amendment No. 5)
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
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<PAGE>
This Amendment No. 5 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 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.
Item 10. Additional Information.
Items 10(b), 10(c) and 10(f) of the Schedule 14D-1 are hereby amended and
supplemented as follows:
Reference is made to the press release issued by the Parent on January 8,
1999, the full text of which is set forth in Exhibit (a)(13) 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 No. Description
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Exhibit (a)(13) Press release issued on January 8, 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: January 8, 1999 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: Vice President
Dated: January 8, 1999 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)(13)
[ABB LETTERHEAD]
Media contact:
Mr. John Fox
Corporate Communications
Tel. +41 1 317 7371
Fax. +41 1 317 7958
U.S. AUTHORITIES APPROVE ABB'S ACQUISITION OF ELSAG BAILEY
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Zurich, Switzerland, January 8, 1999 - ABB, the international engineering and
technology group, announced today it has received approval from the U.S. Federal
Trade Commission (FTC) to complete its acquisition of Elsag Bailey Process
Automation N.V. (NYSE: EBY). With the receipt of the FTC approval, all
conditions to the tender offer have been satisfied. ABB said that it will now
close the deal. The tender offer and withdrawal rights will expire at 5:00 p.m.,
New York City time, January 11, 1999 and will not be further extended.
ABB said it was the final regulatory approval required to close the deal, a
strategic acquisition aimed at making ABB a world leader in this
technology-intensive growth market.
ABB announced in October, 1998, its intention to acquire Elsag Bailey, an
international automation company with major operations in the U.S., Germany and
Italy. Elsag Bailey reported revenues in 1997 of about US$ 1.5 billion and had
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 FTC 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. It is the same divestiture required by the European
Commission when it approved the acquisition in mid-December.
At the close of trading in New York on January 7, 1999, 25,010,816 common shares
of Elsag Bailey and 3,905,479 preferred shares of Elsag Bailey Financing Trust
had been validly tendered in connection with the offer. That represents
approximately 82 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)
