<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 January 1999
Elsag Bailey Process Automation N.V.
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(Translation of registrant's name into English)
Schiphol Boulevard 157, 1118 BG Luchthaven Schiphol,
The Netherlands
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(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
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[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
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[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
Page 1 of 5
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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 January 11, 1999 announcing the
approval received by the U.S. Federal Trade Commission to complete the
acquistion of the Company by ABB Transportation Participations B.V.
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.
Page 2 of 5
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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
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Name: Vincenzo Cannatelli
Title: Managing Director and
Chief Executive Officer
Date: January 11, 1999
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EXHIBIT INDEX
Sequentially
Exhibit Numbered Page
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Exhibit 1 Press release issued by the Company on January 8, 1999. 5
Page 4 of 5
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[LOGO]
Elsag Bailey Process Automation
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FOR IMMEDIATE RELEASE
Contact: Brad A. Hoffman
Director, Group Communications
(440) 585-3809
U.S. Authorities Approve ABB's Acquisition of Elsag Bailey
Amsterdam, The Netherlands. January 8, 1999 - Elsag Bailey Process Automation
N.V. (NYSE:EBY) announced today that approval has been received from the U.S.
Federal Trade Commission (FTC) to complete the acquisition of Elsag Bailey by
ABB Group. Concurrently, ABB said that it will now close the deal. ABB's
tender offer expires at 5:00 p.m., New York City time, January 11, 1999 and
will not be further extended. The company said this was the final regulatory
approval required to complete the transaction, 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. The Company 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.
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.
One of the world's leading process automation companies, Elsag Bailey Process
Automation N.V., incorporated in the Netherlands, has grown revenues to more
than $1.5 billion by aggressively expanding its global markets and
technologies. The Company employs some 11,000 employees in over 30 countries.
Elsag Bailey's computer and electrical products--control systems,
instrumentation products, and analytical devices--keep its customers on the
cutting edge of productivity. Elsag Bailey's global customers are among the
leading names in the process industries including electric utilities, oil and
gas, chemicals and pharmaceuticals, pulp and paper, water and wastewater,
metals and ceramics, and other industrial companies. For additional
information, visit the company's web site at http://www.ebpa.com.
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Elsag Bailey Process Automation N.V.
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