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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. 3)
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. 3 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:
Reference is made to the press release issued by the Company on
January 8, 1999, the full text of which set forth in Exhibit 12 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
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Exhibit 12 Press Release of the Company 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 11, 1999 ELSAG BAILEY PROCESS AUTOMATION N.V.
By: /s/ Vincenzo Cannatelli
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Name: Vincenzo Cannatelli
Title: Managing Director
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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.
