UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
December 31, 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 7 Pages
SCHEDULE 13D
CUSIP No. CH0012221716 Page 2 of 7 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 166,330,142
Beneficially
Owned By 8 Shared Voting Power
Each 0
Reporting
Person 9 Sole Dispositive Power
With 166,330,142
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
166,330,142
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)
8.2%
14 Type of Reporting Person (See Instructions)
OO
Page 3 of 7 Pages
This Amendment No. 2 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. 2 supplementally
amends the initial statement on Schedule 13D, dated November 22, 2002, and
Amendment No. 1, dated March 4, 2005 (together, the "Initial Statement").
Investor AB (as defined below) is filing this Amendment No. 2 to update
information regarding Investor AB (as defined below). 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, 2006, 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 166,330,142 Shares, representing approximately
8.2% 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 15,000 Shares, representing less than 0.1% of the outstanding
shares of the Issuer.
Page 4 of 7 Pages
Jacob Wallenberg, for the purpose of Rule 13d-3 promulgated
under the Exchange Act and to Investor AB's knowledge, beneficially owns
approximately 137,046 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
166,330,142 Shares.
To Investor AB's knowledge, each of Sune Carlsson, Bjorn
Svedberg, Jacob Wallenberg and Peter Wallenberg has sole power to vote and to
dispose of his respective Shares.
(c) There have been no transactions with respect to the Shares
since November 1, 2005 (60 days prior to the date hereof) by Investor AB.
(d) Not applicable.
(e) Not applicable.
Page 5 of 7 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: February 17, 2006 INVESTOR AB
By: /s/ Adine Grate Axen
-----------------------------------
Adine Grate Axen
Managing Director
Page 6 of 7 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
Jacob Wallenberg................. Chairman.
Vice Chairman of Atlas Copco AB, SAS AB
and Skandinaviska Enskilda Banken SEB.
Director of ABB Ltd., the Knut and Alice
Wallenberg Foundation, the Nobel
Foundation and W Capital Management.
Anders Scharp.................... Vice Chairman.
Chairman of Ph. Nederman & Co., Saab AB
and AB SKF.
Hakan Mogren..................... Member of the Board.
Non-Executive Vice Chairman of
AstraZeneca PLC and Vice 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. Vice
Chairman of Scania AB. Director of
Autoliv Inc., and Picanol NV
Bjorn Svedberg................... Member of the Board.
Chairman Nefab AB. Director of Hi3G
Access AB and the Knut and Alice
Wallenberg Foundation. Member of the
Royal Swedish Academy of Engineering
Sciences (IVA).
Page 7 of 7 Pages
Sirkka Hamalainen................ Member of the Board.
Vice Chairman of KONE Corporation.
Director of HKKK Holding, the Foundation
for Economic Education and SanomaWSOY.
Citizen of Finland.
Ulla
Litzen........................... Member of the Board.
Director of Atlas Copco AB, Boliden AB,
Karo Bio AB, AB SKF and Posten AB.
O. Griffith
Sexton........................... Member of the Board.
Director of Morgan Stanley. Citizen of
the United States.
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 Business Address Name and Address of Employer
------------------------------------- ----------------------------------------
Executive Officers
(Who Are Not Directors)
Borje Ekholm................... President and Chief Executive Officer
Lars Wedenborn................. Executive Vice President
Henry E. Gooss................. Managing Director. Citizen of the United States
Adine Grate Axen............... Managing Director
Johan Forssell................. Managing Director
Lennart Johansson.............. Managing Director