UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ABB LTD.
--------
(Name of Issuer)
Registered Shares, CHF 2.50 nominal value
-----------------------------------------
(Title of Class of Securities)
CH0012221716
------------------
(CUSIP Number)
James E. Kaye, Esq.
Akin Gump Strauss Hauer & Feld LLP
590 Madison Avenue
New York, New York 10022
(212) 872-1000
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 4, 2005
--------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
Page 1 of 8 Pages
SCHEDULE 13D
CUSIP No. CH0012221716 Page 2 of 8 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
INVESTOR AKTIEBOLAG
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
Sweden
Number of 7 Sole Voting Power
Shares 187,374,142
Beneficially
Owned By 8 Shared Voting Power
Each 0
Reporting
Person 9 Sole Dispositive Power
With
187,374,142
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
187,374,142
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
9.2%
14 Type of Reporting Person (See Instructions)
OO
Page 3 of 8 Pages
This Amendment No. 1 to Schedule 13D relates to Registered
Shares, CHF 2.50 nominal value (the "Shares"), of ABB Ltd, a company
incorporated in Switzerland (the "Issuer"). This Amendment No. 1 supplementally
amends the initial statement on Schedule 13D, dated November 22, 2002 (the
"Initial Statement"). Investor AB (as defined below) is filing this Amendment
No. 1 to report that the number of Shares of which Investor AB may be deemed to
be the beneficial owner has decreased by more than one percent of the amount of
Shares outstanding. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Initial Statement.
Item 2. Identity and Background.
This Statement is being filed on behalf of Investor
Aktiebolag, a limited liability company incorporated under the laws of Sweden
("Investor AB," defined as "Buyer" in the Initial Statement).
The address of the principal business and the principal office
of Investor AB is Arsenalgatan 8C, S-103 32 Stockholm, Sweden. Updated
information concerning the identity and background of the directors and
executive officers of Investor AB is set forth in Annex A hereto, which is
incorporated by reference in response to this Item 2.
Investor AB is a Swedish diversified industrial holding
company. Investor AB's founders and principal shareholders are the Wallenberg
foundations, whose holdings, as of January 31, 2005, represented approximately
46.9% of the votes and 21.98% of the share capital of Investor AB.
During the last five years, neither Investor AB, nor any other
person controlling Investor AB nor, to the best of Investor AB's knowledge, any
of the persons listed in Annex A attached hereto, (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 5. Interest in Securities of the Issuer.
(a) The percentages set forth herein are calculated on the
basis of the Issuer having, to Investor AB's knowledge, 2,028,404,505 Shares
outstanding as of the date hereof. Investor AB, for the purpose of Rule 13d-3
promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"),
beneficially owns approximately 187,374,142 Shares, representing approximately
9.2% of the outstanding Shares of the Issuer.
Sune Carlsson, for the purpose of Rule 13d-3 promulgated under
the Exchange Act and to Investor AB's knowledge, beneficially owns approximately
27,185 Shares, representing less than 0.1% of the outstanding shares of the
Issuer.
Bjorn Svedberg, for the purpose of Rule 13d-3 promulgated
under the Exchange Act and to Investor AB's knowledge, beneficially owns
approximately 14,892 Shares, representing less than 0.1% of the outstanding
shares of the Issuer.
Marcus Wallenberg, for the purpose of Rule 13d-3 promulgated
under the Exchange Act and to Investor AB's knowledge, beneficially owns
approximately 3,416 Shares, representing less than 0.1% of the outstanding
shares of the Issuer.
Page 4 of 8 Pages
Jacob Wallenberg, for the purpose of Rule 13d-3 promulgated
under the Exchange Act and to Investor AB's knowledge, beneficially owns
approximately 124,017 Shares, representing less than 0.1% of the outstanding
shares of the Issuer.
Peter Wallenberg, for the purpose of Rule 13d-3 promulgated
under the Exchange Act and to Investor AB's knowledge, beneficially owns
approximately 43,494 Shares representing less than 0.1% of the outstanding
shares of the Issuer.
Except as set forth in this Item 5(a), none of Investor AB,
and, to its knowledge, any persons named in Annex A hereto beneficially owns any
Shares.
(b) Investor AB has sole power to vote and to dispose of
187,374,142 Shares.
To Investor AB's knowledge, each of Sune Carlsson, Bjorn
Svedberg, Marcus Wallenberg, Jacob Wallenberg and Peter Wallenberg has sole
power to vote and to dispose of his respective Shares.
(c) Except for the transactions listed on Annex B hereto,
there have been no transactions with respect to the Shares since January 7, 2005
(60 days prior to the date hereof) by Investor AB.
(d) Not applicable.
(e) Not applicable.
Page 5 of 8 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: March 8, 2005 INVESTOR AB
By: /s/ Adine Grate Axen
----------------------------
Adine Grate Axen
Managing Director
Page 6 of 8 Pages
ANNEX A
Directors and Executive Officers of Investor AB
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of Investor AB are
set forth below. If no business address is given, the director's or officer's
business address is Arsenalsgatan 8C, S-103 32 Stockholm, Sweden. Unless
otherwise indicated, each occupation set forth opposite an individual's name
refers to Investor AB. Unless otherwise indicated below, all of the persons
listed below are citizens of Sweden.
Present Principal Occupation Including Name and
Name and Business Address Address of Employer
-------------------------------------- -----------------------------------------------------
Directors
Claes Dahlback........................ Chairman.
Chairman of EQT, Gambro AB, Stora Enso Oyj and Vin & Sprit
AB. Executive Vice Chairman of W Capital Management AB.
Anders Scharp......................... Member of the board.
Chairman of Saab AB, AB SKF and Ph. Nederman & Co. Member
of the Royal Swedish Academy of Engineering Sciences (IVA).
Hakan Mogren.......................... Member of the board.
Chairman of Affibody AB.
Non-Executive Deputy
Chairman of AstraZeneca
PLC and Deputy Chairman
of Gambro AB. Director of
Group Danone, Norsk Hydro
ASA, Remy Cointreau SA,
The Marianne and Marcus
Wallenberg Foundation and
the Swedish-American
Foundation. Member of the
Royal Swedish Academy of
Engineering Sciences
(IVA).
Sune Carlsson......................... Member of the board.
Chairman of Atlas Copco AB. Director of Autoliv Inc.,
Picanol NV and Scania AB.
Peter D. Sutherland................... Member of the board.
Chairman of BP plc and Goldman Sachs International.
Director of the Royal Bank of Scotland Group Plc.
Bjorn Svedberg........................ Member of the board.
Chairman of Hi3G Access
AB and Nefab AB. Director
of Saab AB and the Knut
and Alice Wallenberg
Foundation. Member of the
Royal Swedish Academy of
Engineering Sciences
(IVA) and the Morgan
Stanley European Advisory
Board.
Marcus Wallenberg..................... President and Chief Executive Officer.
Vice Chairman of
Ericsson, Saab AB and SEB
Skandinaviska Enskilda
Banken AB. Director of
Astra Zeneca AB, Hi3G
Access AB, Scania AB,
Stora Enso Oyj and the
Knut and Alice Wallenberg
Foundation.
Page 7 of 8 Pages
Present Principal Occupation Including Name and
Name and Business Address Address of Employer
-------------------------------------- -----------------------------------------------------
Jacob Wallenberg...................... Vice Chairman.
Chairman of SEB Skandinaviska Enskilda Banken and W Capital
Management. Vice Chairman of Atlas Copco AB, the Knut and
Alice Wallenberg Foundation and SAS AB. Director of ABB
Ltd., the Confederation of Swedish Enterprise and the Nobel
Foundation.
Sirkka Hamalainen..................... Member of the Board.
Director of Kone Corporation, HKKK Holding, the Foundation
for Economic Education and SanomaWSOY.
Ulla Litzen........................... Member of the Board.
Director of Atlas Copco
AB, Karo Bio AB, AB SKF
and Posten AB.
O. Griffith Sexton.................... Member of the Board.
Peter Wallenberg...................... Honorary Chairman.
Chairman of the Knut and
Alice Wallenberg
Foundation and Honorary
Chairman of Atlas Copco
AB.
Present Principal Occupation Including Name and
Name and Business Address Address of Employer
-------------------------------------- -----------------------------------------------------
Executive Officers
(Who Are Not Directors)
Borje Ekholm.......................... Executive Vice President
Lars Wedenborn........................ Executive Vice President
Henry E. Gooss........................ Managing Director
Adine Grate Axen...................... Managing Director
Fredrik Hillelson..................... Managing Director
Page 8 of 8 Pages
ANNEX B
RECENT TRANSACTIONS IN THE SECURITIES OF
ABB LTD
Approximate
Date of Nature of Number of Price per
For the Account of Transaction Transaction Shares Share
------------------ ----------- ----------- ---------- -----------
Investor AB 2/24/05 Open Market Sale 300,000 SEK 41.6
Investor AB 2/25/05 Open Market Sale 1,100,000 SEK 41.6
Investor AB 2/25/05 Open Market Sale 1,400,000 SEK 41.7
Investor AB 2/28/05 Open Market Sale 1,750,000 SEK 41.9
Investor AB 3/1/05 Open Market Sale 250,000 SEK 42.1
Investor AB 3/1/05 Open Market Sale 500,000 SEK 42.3
Investor AB 3/2/05 Open Market Sale 3,000,000 SEK 42.5
Investor AB 3/2/05 Open Market Sale 1,000,000 SEK 42.6
Investor AB 3/3/05 Open Market Sale 1,610,000 SEK 42.7
Investor AB 3/3/05 Open Market Sale 3,000,000 SEK 42.5
Investor AB 3/4/05 Open Market Sale 2,825,000 SEK 43.4
Investor AB 3/7/05 Open Market Sale 6,000 SEK 43.3