SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of: July 2004
Commission File Number: 001-16429
ABB Ltd
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(Exact name of registrant as specified in charter)
N/A
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(Translation of registrant's name into English)
Switzerland
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(Jurisdiction of organization)
P.O. Box 8131, Affolternstrasse 44,
CH-8050, Zurich, Switzerland
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(Address of principal executive offices)
Registrant's telephone number, international: + 011-41-1-317-7111
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Indicate by check mark whether the registrant files or will file annual reports
under cover of 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 the 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 12g3-2(b): 82-________
This Form 6-K consists of the following:
1. Press release of ABB Ltd, dated July 7, 2004, announcing that ABB had
concluded the compliance review of its upstream Oil, Gas and Petrochemicals
business.
2. Press release of ABB Ltd, dated July 12, 2004, announcing that ABB had
closed the sale of its upstream Oil, Gas and Petrochemicals business for
$925 million.
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Press Release ABB
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For your business and technology editors
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ABB concludes compliance review of upstream Oil, Gas and Petrochemicals business
Major condition for sale of upstream business fulfilled
Zurich, Switzerland, July 7, 2004 - ABB, the leading power and automation
technology group, said today it had concluded a compliance review of its
upstream Oil, Gas and Petrochemicals division, fulfilling a major closing
condition for the sale of the upstream business to a consortium of private
equity investors made up of Candover Partners Ltd, 3i and JPMorgan Partners.
ABB and two of its subsidiaries - ABB Vetco Gray Inc. and ABB Vetco Gray (UK)
Ltd. - today resolved proceedings with the Securities and Exchange Commission
(SEC) and the U.S. Department of Justice (DoJ) that arose from ABB's voluntary
disclosure of certain improper payments by former employees of the two
subsidiaries.
ABB has undertaken an extensive compliance review of its upstream business
jointly with the consortium, and in full cooperation with the DoJ and the SEC.
As part of the agreement with the U.S. authorities, both ABB and the upstream
business will adopt enhanced compliance procedures intended to detect and
prevent future violation of laws related to improper payments.
ABB announced a preliminary sales agreement with the Candover group in late
October 2003, subject to regulatory approvals, as well as the satisfactory
completion and disposition of the compliance matters. The compliance closing
condition has now been fulfilled, ABB said.
The sale concerns ABB's U.S.-based Vetco Gray unit and its ABB Offshore Systems
business headquartered in Norway. The upstream businesses, active in more than
30 countries, in 2003 had total revenues of US$ 1.7 billion.
Not included in the sale is ABB Lummus Global, which is mainly a downstream
business.
ABB Vetco Gray Inc. in the USA and ABB Vetco Gray Ltd. in the UK have pleaded
guilty to violation of the Foreign Corrupt Practices Act (FCPA) and paid an
aggregate fine totaling US$ 10.5 million. In addition, ABB Ltd agreed with the
SEC to resolve civil charges relating to the FCPA, including the payment of US$
5.9 million in allegedly unlawful profits.
ABB (www.abb.com) is a leader in power and automation technologies that enable
utility and industry customers to improve performance while lowering
environmental impact. The ABB Group of companies operates in around 100
countries and employs about 113,000 people.
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For more information please contact:
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Media Relations: Investor Relations:
ABB Corporate Communications, Zurich Switzerland: Tel. +41 43 317 3804
Thomas Schmidt , Wolfram Eberhardt Sweden: Tel. +46 21 325 719
Tel: +41 43 317 6568 USA: Tel. +1 203 750 7743
Fax: +41 43 317 6494 investor.relations@ch.abb.com
media.relations@ch.abb.com
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Press Release ABB
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For your business and technology editors
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ABB closes sale of upstream Oil, Gas and
Petrochemicals business for $925 million
Key step achieved in ABB's divestment program
Zurich, Switzerland, July 12, 2004 - ABB, the leading power and automation
technology group, said today it closed the sale of the upstream part of its Oil,
Gas and Petrochemicals division to a consortium of private equity investors made
up of Candover Partners Ltd, 3i and JPMorgan Partners.
ABB said that the initial sale price was $925 million, and the sale agreement
also includes a potential deferred consideration of up to $50 million, based on
2004 EBITDA.
"Closing this sale is a decisive step in our efforts to increase
focus on our core business activities and finalize our divestment program," said
Peter Voser, ABB's chief financial officer.
A preliminary sales agreement announced in October 2003 was subject to
regulatory approvals and completion of a compliance review. These conditions
have now been fulfilled, ABB said.
The divestment involves ABB's U.S.-based Vetco Gray unit, and its ABB Offshore
Systems business headquartered in Norway. These upstream businesses are active
in more than 30 countries, employ some 8,700 people and had total revenues of
$1.7 billion in 2003. Not included in the sale is ABB Lummus Global, which is
mainly a downstream business.
Cash proceeds from the sale were $800 million, which is the sale price adjusted
for unfunded pension liabilities ($85 million) and changes in net working
capital. The amount will be recorded under investing activities in Q3. In
preparation for the closing of the transaction during Q2, ABB Group's cash from
operating activities has been negatively affected by the cancellation of a
securitization program of approximately $100 million. Cash from investment
activities has been negatively affected by the buyback of a lease program worth
approximately $45 million.
ABB (www.abb.com) is a leader in power and automation technologies that enable
utility and industry customers to improve performance while lowering
environmental impact. The ABB Group of companies operates in around 100
countries and employs about 113,000 people.
--------------------------------------------------------------------------------
For more information please contact:
--------------------------------------------------------------------------------
Media Relations: Investor Relations:
ABB Corporate Communications, Zurich Switzerland: Tel. +41 43 317 3804
Wolfram Eberhardt Sweden: Tel. +46 21 325 719
Tel: +41 43 317 6568 USA: Tel. +1 203 750 7743
Fax: +41 43 317 7958 inves tor.relations@ch.abb.com
media.relations@ch.abb.com
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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.
ABB LTD
Date: July 13, 2004 By: /s/ PETER VOSER
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Name: Peter Voser
Title: Chief Financial Officer
By: /s/ HANS ENHORNING
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Name: Hans Enhorning
Title: Group Vice President
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