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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. 1)
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. 1 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:
On November 11, 1998, the Company and the Parent announced that a
request from the Federal Trade Commission for additional information and
documentary material pursuant to the Hart-Scott Rodino Antitrust
Improvements Act of 1976, as amended, had been received. The full text of
the press release is set forth in Exhibit 9 hereto and is incorporated
herein by reference.
On October 28, 1998, the Company and the Purchaser provided
notification of the Offer to the Committee on Foreign Investment in the
United States pursuant to the Exon-Florio Amendment to the Defense
Production Act of 1950.
Pursuant to the Acquisition Agreement, if the only conditions to the
Offer remaining to be fulfilled as of the Termination Date are certain
regulatory approvals, including those described above, subject to certain
limitations set forth in the Offer to Purchase, the Purchaser has an
obligation to extend the termination date of the Offer.
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 9 Press Release issued by the Company and the Parent on
November 11, 1998.
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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: November 12, 1998 ELSAG BAILEY PROCESS AUTOMATION N.V.
By: /s/ Vincenzo Cannatelli
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Name: Vincenzo Cannatelli
Title : Managing Director
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