UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ABB Ltd
--------------------------------------------------------------------------------
(Name of Issuer)
Registered Shares
--------------------------------------------------------------------------------
(Title of Class of Securities)
CH0012221716
--------------------------------------------------------------------------------
(CUSIP Number)
Paul Kumleben, Esq.
Davis Polk & Wardwell
99 Gresham Street
London EC2V 7NG
United Kingdom
011-44-20-7418-1300
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
November 4, 2002
--------------------------------------------------------------------------------
(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 Rule 13d-1(e), 13d-1(f) or (g), check the
following box o.
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
Page 1 of 8 Pages
------------------------------- --------------------------
CUSIP No. CH0012221716 13D Page 2 of 8 Pages
------------------------------- --------------------------
--------------------------------------------------------------------------------
1 NAME 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
(a) [ ]
(b) [x]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
KINGDOM OF SWEDEN
-------------==-----------------------------------------------------------------
| 7 SOLE VOTING POWER
|
| 115,867,731
|-----------------------------------------
| 8 SHARED VOTING POWER
|
NUMBER OF SHARES | 0
BENEFICIALLY OWNED |-----------------------------------------
BY EACH REPORTING PERSON WITH | 9 SOLE DISPOSITIVE POWER
|
| 115,867,731
|-----------------------------------------
| 10 SHARED DISPOSITIVE POWER
|
| 0
--------------------------------------|-----------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
120,255,178
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8 %
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
Page 2 of 8 Pages
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
Registered Shares, CHF 2.50 nominal value (the "Shares"), of ABB Ltd, a company
incorporated in Switzerland (the "Issuer"). The principal executive offices of
the Issuer are located at Affolternstrasse 44, CH-8050 Zurich, Switzerland.
Item 2. Identity and Background.
The name of the person filing this statement is Investor Aktiebolag, a
limited liability company incorporated under the laws of Sweden ("Buyer").
The address of the principal business and the principal office of Buyer is
Arsenalgatan 8C, S-103 32 Stockholm, Sweden. The name, business address, present
principal occupation or employment and citizenship of each director and
executive officer of Buyer is set forth on Schedule A.
Buyer is a Swedish diversified industrial holding company. Buyer's founders
and principal shareholders are the Wallenberg foundations, whose holdings, as of
June 30, 2002, represented approximately 44% of the votes and 24% of the share
capital of Buyer .
During the last five years, neither Buyer, nor any other person controlling
Buyer nor, to the best of its knowledge, any of the persons listed on Schedule 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 3. Source and Amount of Funds or Other Consideration.
During the period from and including November 4, 2002 until and including
November 21, 2002, Buyer acquired 58,116,851 Shares through open market
purchases. The aggregate purchase price for the Shares was SEK 1,008 million.
Such price was funded through internally generated funds.
Item 4. Purpose of Transaction.
Buyer has acquired and is holding the Shares for investment. Buyer intends
to review from time to time the Issuer's business affairs and financial
position. Based on such evaluation and review, as well as general economic and
industry conditions existing at the time, Buyer may consider from time to time
various alternative courses of action. Such actions may include the acquisition
of additional Shares through open market purchases, privately negotiated
transactions, tender offer, exchange offer or otherwise. Alternatively, such
actions may involve the sale of all or a portion of the Shares in the open
market, in privately negotiated transactions, through a public offering or
otherwise. Except as set forth above, Buyer has no plan or proposals which
relate to or would result in any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Buyer, for the purpose of Rule 13d -3 promulgated under the Exchange
Act, beneficially owns 120,255,178 Shares, representing approximately 10.8% of
the outstanding Shares of the Issuer. Of these Shares, 4,387,447 represent
Shares that Buyer has a right to acquire.
Sune Carlsson, for the purpose of Rule 13d-3 promulgated under the Exchange
Act and to Buyer's knowledge, beneficially owns approximately 93,880 Shares
representing less than 0.1% of the outstanding Shares of the Issuer. Of these
Shares, 77,888 represent Shares that Sune Carlsson has a right to acquire.
Bjorn Svedberg, for the purpose of Rule 13d-3 promulgated under the
Exchange Act and to Buyer's knowledge, beneficially owns approximately 8,760
Shares representing less than 0.1% of the outstanding Shares of the Issuer.
Page 3 of 8 Pages
Marcus Wallenberg, for the purpose of Rule 13d-3 promulgated under the
Exchange Act and to Buyer's knowledge, beneficially owns approximately 2,760
Shares representing less than 0.1% of the outstanding Shares of the Issuer.
Jacob Wallenberg, for the purpose of Rule 13d-3 promulgated under the
Exchange Act and to Buyer's knowledge, beneficially owns approximately 26,366
Shares representing approximately 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 Buyer's knowledge, beneficially owns approximately 25,588
Shares representing less than 0.1% of the outstanding Shares of the Issuer.
Except as set forth in this Item 5(a), none of Buyer, and, to its
knowledge, any persons named in Schedule A hereto owns beneficially and Shares.
(b) Buyer has sole power to vote and to dispose of 115,867,731 Shares.
To Buyer's knowledge, each of Sune Carlsson, Bjorn Svedberg, Marcus
Wallenberg, Jacob Wallenberg and Peter Wallenberg has the sole power to vote and
dispose of their respective Shares.
(c) Information concerning transactions in the Shares by Buyer since
September 23, 2002 is set forth in Schedule B.
To Buyer's knowledge, no transactions in the Shares have been effected by
Sune Carlsson, Bjorn Svedberg, Marcus Wallenberg, Jacob Wallenberg or Peter
Wallenberg since September 23, 2002.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
To the best knowledge of Buyer, there are no contracts, arrangements,
understandings or relationships (legal or otherwise), including, but not limited
to, transfer or voting of any of the securities of the Issuer, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies,
between the persons enumerated in Item 2, and any other person, with respect to
any securities of the Issuer, including any securities pledged or otherwise
subject to a contingency the occurrence of which would give another person
voting power or investment power over such securities other than standard
default and similar provisions contained in loan agreements.
Item 7. Material to be Filed as Exhibits.
None.
Page 4 of 8 Pages
SIGNATURE
After reasonable 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.
Date: November 22, 2002
INVESTOR AB
/S/ Adine Grate Axen
------------------------------------
Adine Grate Axen, Managing Director
Page 5 of 8 Pages
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF BUYER
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of Buyer 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 Buyer. 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. Director of Findus.
Anders Scharp...................................... Member of the board.
Chairman of Atlas Copco, Saab AB, SKF, Ab Ph. Nederman &
Co. Member of the Royal Swedish Academy of Engineering
Sciences (IVA).
Koichi Nishimura................................... Member of the board.
Chairman and Chief Executive Officer of Solectron
Corporation (United States). Mr Nishimura was an employee
of IBM for 23 years and joined Solectron in 1988 as Chief
Operating Officer. He has been CEO of Solectron since
1992. Citizen of the United States. Business address:
Solectron, 847 Gibraltar Drive, Bldg 5, Milpitas, CA 95035,
USA
Hakan Mogren....................................... Member of the board.
Executive Deputy Chairman of AstraZeneca PLC and Deputy
Chairman of Gambro AB. Chairman of Reckitt Benckiser PLC
and The Research Institute of Industrial Economic (IUI),
The Swedish-American Foundation and The Swedish-Japanese
Foundation and The British-Swedish Chamber of Commerce.
Director of the Marianne and Marcus Wallenberg Foundation.
Member of the Royal Swedish Academy of Engineering Sciences
(IVA).
Sune Carlsson...................................... Member of the board.
President and CEO of AB SKF. Board member of Atlas Copco AB.
Peter D. Sutherland................................ Member of the board.
Chairman and Managing Director of Goldman Sachs
International and Chairman of British Petroleum Company
PLC. Member of the boards of Ericsson, the Royal Bank of
Scotland Group Plc, The Royal Bank of Scotland plc and
National Westminster Bank plc. Citizen of Ireland.
Business address: Goldman Sachs International,
Peterborough court, 133 Fleet Street, London EC4A 2BB,
England.
Bjorn Svedberg..................................... Member of the board.
Director of Saab AB, Gambro AB, the Knut and Alice
Page 6 of 8 Pages
Wallenberg Foundation and the Morgan Stanley European
Advisory Board. Chairman of Eniro, HI3G Access, Viviance
AB, Nefab, NIG and Salcomp.
Marcus Wallenberg.................................. President and Chief Executive Officer.
Vice Chairman of Ericsson and Saab AB and board member of
Astra Zeneca AB, Scania AB, SAS Assembly of
Representatives, SEB, Stora Enso Oyj and the Knut and Alice
Wallenberg Foundation.
Jacob Wallenberg................................... Vice Chairman.
Chairman of SEB and Vice Chairman of Atlas Copco AB, AB
Electrolux, SAS and the Knut and Alice Wallenberg
Foundation. Board member of ABB Ltd., the Confederation of
Swedish Enterprise and the Nobel Foundation.
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 Address
Name and Business 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 7 of 8 Pages
SCHEDULE B
TRANSACTIONS IN SHARES OF THE ISSUER BETWEEN
SEPTEMBER 23, 2002 AND NOVEMBER 21, 2002 BY BUYER
All of the purchases of Shares set forth below were made by Buyer.
Average Price Per
Date of Transaction Number of Shares Purchased Nature of Purchase Share
------------------- -------------------------- ------------------ -----------------
November 4, 2002 24,258,919 open market SEK 13.5
November 6, 2002 5,000,000 open market SEK 17.6
November 7, 2002 9,900,000 open market SEK 19.1
November 8, 2002 3,731,000 open market SEK 19.1
November 12, 2002 259,076 open market SEK 17.5
November 13, 2002 990,000 open market SEK 17.4
November 14, 2002 817,856 open market SEK 18.8
November 15, 2002 4,010,000 open market SEK 20.6
November 18, 2002 2,500,000 open market SEK 22.4
November 19, 2002 1,500,000 open market SEK 22.6
November 20, 2002 2,000,000 open market SEK 22.6
November 21, 2002 3,150,000 open market SEK 24.4
Page 8 of 8 Pages