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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
(Amendment No. 6)
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. 6 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 3. Past Contacts, Transactions or Negotiations with the Subject Company.
Item 3(b) of the Schedule 14D-1 is hereby amended and supplemented as
follows:
Nils Leffler, Dr. Alfred Storck, Brian Norman van Reijn and Juho Lipsanen
were elected as members of the Supervisory Board at an Extraordinary General
Meeting of the Shareholders of the Company held on January 11, 1999.
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.
Item 5(c) of the Schedule 14D-1 is hereby amended and supplemented as
follows:
The information contained in Item 3(b) above in incorporated herein by
reference.
Item 6. Interest in Securities of the Subject Company.
Items 6(a) and 6(b) of the Schedule 14D-1 are hereby amended and
supplemented as follows:
The Offer expired at 5:00 p.m., New York City time, January 11, 1999. Based
on preliminary information provided by the Depositary, a total of 29,338,235
Company Shares and 5,727,042 Preferred Securities were validly tendered (not
including Company Shares and Preferred Securities tendered pursuant to notices
of guaranteed delivery). Upon payment for such shares, the Purchaser will own
approximately 99 percent of the outstanding share capital of the Company on a
fully diluted basis.
Reference is made to the press release issued by the Parent on January 12,
1999, the full text of which is set forth in Exhibit (a)(14) and is incorporated
herein by reference.
Item 7. Contracts, Arrangements, Understandings or Relationships with
Respect to the Subject Comnpany's Securities.
Item 10. Additional Information.
Item 7 and Item 10(f) of the Schedule 14D-1 are hereby amended and
supplemented as follows:
The information contained in Item 3(b) above 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)(14) Press release issued on January 12, 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 12, 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 12, 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)(14)
[ABB LETTERHEAD]
Media contact:
Mr. John Fox
ABB Corporate Communications, Zurich
Tel. +41 1 317 7371
Fax. +41 1 317 7958
ABB COMPLETES TENDER OFFER FOR ELSAG BAILEY, ACQUISITION CLOSED
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Zurich, Switzerland, January 12, 1999 - ABB, the international engineering
and technology group, announced today that it has successfully completed its
tender offer for Elsag Bailey Process Automation N.V. (NYSE:EBY). The tender
offer expired at 5:00 p.m., New York City time, January 11, 1999. ABB also said
the transaction is now closed.
Based on preliminary information, a total of 29,338,235 common shares of
Elsag Bailey and 5,727,042 preferred shares of Elsag Bailey Financing Trust were
validly tendered under the terms of the offer. Upon payment for the tendered
shares, ABB will own more than 99 percent of the outstanding share capital of
Elsag Bailey 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)
