SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

(Amendment No. 7)

BALDOR ELECTRIC COMPANY

(Name of Subject Company)

BALDOR ELECTRIC COMPANY

(Name of Person Filing Statement)

Common Stock, $0.10 Par Value

(Title of Class of Securities)

057741100

(CUSIP Number of Class of Securities)

George E. Moschner

Chief Financial Officer and Secretary

Baldor Electric Company

5711 R. S. Boreham, Jr. St.

Fort Smith, Arkansas 72901

Tel.: (479) 646-4711

Fax: (479) 648-5701

(Name, address and telephone number of person authorized to receive

notices and communications on behalf of the persons filing statement)

With copies to:

Thomas E. Proost
Thompson Coburn LLP
One US Bank Plaza
St. Louis, Missouri 63101
(314) 552-6000 Eduardo Gallardo
James J. Moloney
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
(212) 351-4000

o  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 7 to the Solicitation/Recommendation Statement on Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed by Baldor Electric Company, a Missouri corporation (“Baldor” or the “Company”), with the Securities and Exchange Commission (the “SEC”) on December 8, 2010 (as amended or supplemented from time to time, the “Statement”), relating to the tender offer (the “Offer”) by Brock Acquisition Corporation, a Missouri corporation (“Merger Sub”) and an indirect wholly-owned subsidiary of ABB Ltd, a corporation organized under the Laws of Switzerland (“Parent”), to purchase all of the outstanding shares of Company’s common stock, $0.10 par value (the “Shares”), at a purchase price of $63.50 per Share, net to the seller in ca sh without any interest (the “Offer Price”) and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 8, 2010 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”), as required by the Agreement and Plan of Merger, dated as of November 29, 2010, by and among Parent, Merger Sub and the Company (the “Merger Agreement”). Unless otherwise indicated, all terms used herein but not defined shall have the meanings ascribed to them in the Statement.

Item 8.  Additional Information.

Recent Transactions in the Securities of the Company.

Item 8 of the Statement is hereby amended and supplemented by restating in its entirety the Section of the Statement entitled “Recent Transactions in the Securities of the Company” as follows:

“Since December 8, 2010, executive officers and directors of the Company have sold an aggregate of 46,604 Shares in open market transactions, at prices ranging from $63.11 to $63.38. Such transactions are reflected on Form 4s filed with the SEC.”

Extension of the Offer.

Item 8 of the Statement is hereby amended and supplemented by adding the following to the end of the Section of the Statement entitled “Extension of the Offer”:

“On Thursday, January 20, 2011, Parent and the Company announced that Merger Sub had extended for a second time the expiration date of the Offer until 5:00 p.m., New York City time, on Tuesday, January 25, 2011 (the “Second Extended Expiration Time”). The Offer was previously scheduled to expire at 5:00 p.m., New York City time, on Wednesday, January 19, 2011 (the “First Extended Expiration Time”). In order to reflect the Second Extended Expiration Time, all references in the Statement to “5:00 p.m., New York City time, on Wednesday, January 19, 2011” as the expiration date of the Offer are hereby replaced, as appropriate, with “5:00 p.m., New York City time, on Tuesday, January 25, 2011.”  The Offer remains subject to further extension and all other terms and conditions of the Offer remain uncha nged.

According to information provided by Parent and Merger Sub, as of the First Extended Expiration Time, a total of approximately 42,146,603 Shares, which represents approximately 88.8% of the 47,454,113 outstanding Shares, have been tendered and not withdrawn pursuant to the Offer.

The full text of the press release issued by Parent and the Company announcing the Second Extended Expiration Time is filed as Exhibit (a)(25) hereto and is incorporated by reference.”

Annex I.  Information Statement.

All references to the expiration date of the Offer in the Information Statement, which is attached as Annex I to the Statement, are hereby amended to refer to an expiration date of 5:00 p.m., New York City time, on Tuesday, January 25, 2011.

Item 9.  Exhibits.

Item 9 of the Statement is hereby amended and supplemented by adding the following exhibit:

Exhibit Number	Description
(a)(25)	Press Release issued by Parent and the Company, dated January 20, 2011.

2

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.

BALDOR ELECTRIC COMPANY
By:	/s/ George E. Moschner
Name:	George E. Moschner
Title:	Chief Financial Officer and Secretary

Dated: January 20, 2011

3

EX-99.(A)(25)

Exhibit (a)(25)

ABB Announces Second Extension to Tender Offer for Baldor Electric Company Common Stock

Zurich, Switzerland and Fort Smith, Arkansas, USA, January 20, 2011 — ABB Ltd (NYSE: ABB), the leading power and automation technology group, and Baldor Electric Company (NYSE: BEZ), a North-American leader in industrial motors,  announced today that ABB’s subsidiary Brock Acquisition Corporation has extended for a second time the expiration date for its tender offer for all of the outstanding shares of common stock of Baldor at a price of $63.50 per share net to the holder in cash, without interest and less any required withholding taxes, until 5:00 p.m., New York City time, on Tuesday, January 25, 2011.  The offer had previously been scheduled to expire on January 19, 2011.

As previously announced on December 21, 2010, the Antitrust Division of the United States Department of Justice (DOJ) issued requests for additional information and documentary material (“Second Request”) in connection with its review of the transaction.  ABB and Baldor believe the DOJ will conclude its review and approve the transaction shortly. The closing conditions relating to all other regulatory approvals, including non-US antitrust clearances and clearance from the Committee on Foreign Investment in the United States (CFIUS) have already been satisfied.  Subject to satisfaction of all other closing conditions to the transaction, ABB and Baldor expect to close the transaction shortly after the expiration of the tender offer.

The offer is being made subject to and in accordance with the terms and conditions of the merger agreement entered into between ABB and Baldor as of November 29, 2010.

At the close of business on January 19, 2011, a total of approximately 42,146,603 shares of common stock of Baldor, which represents 88.8% of the 47,454,113 outstanding shares, have been tendered and not withdrawn pursuant to the tender offer.

ABB (www.abb.com) is a leader in power and automation technologies that enable utility and industry customers to improve their performance while lowering environmental impact. The ABB Group of companies operates in around 100 countries and employs about 117,000 people.

Baldor markets, designs and manufactures industrial electric motors, mechanical power transmission products, drives and generators. Baldor employs approximately 7,000 people and is headquartered in Fort Smith, Arkansas, USA.

ABB Forward-Looking Statement

This press release contains “forward-looking statements” relating to the acquisition of Baldor by ABB. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations. No forward-looking statement can be guaranteed. Among other risks, there can be no guarantee that the acquisition will be completed, or if it is completed, that it will close within the anticipated time period or that the expected benefits of the acquisition will be realized. Forward-looking statements in the press release should be evaluated together with the many uncertainties that affect ABB’s business, particularly those identified in the cautionary factors discussion in ABB’s Annual Report on Form 20-F for the year ended Dec. 31, 2009. ABB undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.

Baldor Forward-Looking Statement

This document contains forward-looking statements within the meaning of the federal securities laws. The forward-looking statements contained in this document (generally identified by words or phrases indicating a projection or future expectation such as “assume”, “believe”, “can”, “continue”, “could”, “depend”, “estimate”, “expect”, “forecast”, “future”, “if”, “intend”, “may”, “ongoing”, “pending”, “probable”, “projected”, “should”, “subject to”,

“will”, “would”, or any grammatical forms of these words or other similar words) are based on the Company’s current expectations and are subject to risks and uncertainties. Accordingly, you are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors, including those more described in under “Risk Factors” in Part II, Item 1A of the Company’s Quarterly Report on Form 10-Q for the quarter ended October 2, 2010 and Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended January 2, 2010, each of which have been filed with the SEC, as well as: uncertainties as to the timing of the Offer and th e Merger (each as defined in the Company’s Form 8-K filed with the SEC on November 30, 2010); uncertainties as to how many of the Company’s shareholders will tender their stock in the Offer; the risk that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, distributors, customers, other business partners or governmental entities; other business effects, including the effects of industry, economic or political conditions outside of the Company’s control; transaction costs; actual or contingent liabilities; and other risks and uncertainties discussed in documents filed with the SEC by the Company.  Investors and shareholders are cautioned not to place undue reliance o n these forward-looking statements. Unless required by law, the Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information

This release is neither an offer to purchase nor a solicitation of an offer to sell securities. ABB and its indirect, wholly-owned subsidiary, Brock Acquisition Corporation, have filed a tender offer statement on Schedule TO with the SEC, and Baldor has filed a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. Investors and Baldor shareholders are strongly advised to read the tender offer statement (including the offer to purchase, letter of transmittal and related tender offer documents) and the related solicitation/recommendation statement on Schedule 14D-9 because they contain important information. These documents are available at no charge on the SEC’s website at www.sec.gov. In addition, a copy of the offer to purchase, letter of transmittal and certain other related tender offer documents (once they become available) may be obtained free of charge by directing a request to ABB at www.abb.com or at ABB Ltd - Office of the Corporate Secretary — Affolternstrasse 44, P.O. Box 8131 — CH -8050 Zurich / Switzerland.  A copy of the tender offer statement and the solicitation/recommendation statement will be made available to all shareholders of Baldor free of charge at www.Baldor.com or by contacting Baldor at P.O. Box 2400, Fort Smith, Arkansas, telephone number 479-648-5769.

For more information please contact:

ABB Media Relations: Thomas Schmidt (Zurich, Switzerland) Tel: +41 43 317 6568 media.relations@ch.abb.com ABB Investor Relations: Switzerland: Tel. +41 43 317 7111 USA: Tel. +1 203 750 7743 investor.relations@ch.abb.com Baldor Media Relations: Tracy Long +1 479 648 57 69 Jason W. Green +1 479 649 51 88 (Fort Smith, USA)