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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14 (D)(4) of
THE SECURITIES EXCHANGE ACT OF 1934
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ANSALDO SIGNAL N.V.
(Name of Subject Company)
ANSALDO SIGNAL N.V.
(Name of Persons Filing Statement)
COMMON STOCK, par value NLG 0.01 per share
(Title of Class of Securities)
N05515 10 6
(CUSIP Number of Class Of Securities)
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JAMES N. SANDERS
PRESIDENT, CHIEF EXECUTIVE OFFICER AND MANAGING DIRECTOR
ANSALDO SIGNAL N.V.
SCHIPHOL BOULEVARD 267
118 BH SCHIPHOL
THE NETHERLANDS
(412) 688-2400
c/o Union Switch & Signal Inc.
1000 Technology Drive
Pittsburgh, PA 15219-3120
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with a copy to:
WILLIAM E. KELLY, ESQ.
PEABODY & ARNOLD LLP
50 ROWES WHARF
BOSTON, MA 02110
(617) 951-2100
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(Names, addresses and telephone numbers of person authorized to receive
notices and communications on behalf of the persons filing statement).
/ / Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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This Solicitation/Recommendation Statement relates to the cash tender offer
by Ansaldo Trasporti, S.p.A., an Italian corporation (the "Purchaser"), offering
to purchase all of the outstanding shares of the common stock of Ansaldo Signal
N.V., a corporation organized and existing under the laws of The Netherlands
(the "Company"), par value NLG 0.01 per share (the "Shares"), not already owned
by the Purchaser at a price of US $4.05 per share, net to the Seller in cash,
without interest (the "Offer Price"), upon the terms and subject to the
conditions set forth in the Offer to Purchase (the "Offer to Purchase"), dated
February 18, 2000, and the related Letter of Transmittal.
The information in the Offer to Purchase and the related Letter of
Transmittal, attached as exhibits (a)(1) and (a)(2), respectively, to the
Purchaser's Tender Offer Statement on Schedule TO and Rule 13E-3 Transaction
Statement on Schedule 13E-3 filed with the Securities and Exchange Commission on
February 18, 2000, is incorporated herein by reference in response to Items 1,
2, 3, 4 (a) and (b), 5, 6, 7 and 8 of this Schedule 14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(c). INTENT TO TENDER. Inapplicable. To the best knowledge of the Company,
the only affiliate of the Company that holds Shares is the Purchaser;
no executive officers, directors or subsidiaries of the Company hold
any Shares.
ITEM 9. EXHIBITS.
(a)(1) Press release dated January 24, 2000 (previously filed by the
Company with the Securities and Exchange Commission on January
25, 2000, as Exhibit 2 to Form 6-K incorporated herein by
reference).
(a)(2) Press release dated January 24, 2000 (previously filed by the
Company with the Securities and Exchange Commission on January
25, 2000, as Exhibit 3 to Form 6-K incorporated herein by
reference).
(a)(3) Press release dated February 7, 2000 (incorporated herein by
reference to Exhibit (a)(8) of the Schedule TO of the Purchaser
filed with the Securities and Exchange Commission on February 18,
2000).
(a)(4) Offer to Purchase, dated February 18, 2000 (incorporated herein
by reference to Exhibit (a)(1) of the Schedule TO of the
Purchaser filed with the Securities and Exchange Commission on
February 18, 2000).
(a)(5) Letter of Transmittal (incorporated herein by reference to
Exhibit (a)(2) of Schedule TO of the Purchaser filed with the
Securities and Exchange Commission on February 18, 2000).
(e) None.
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(g)(1) Written Fairness Opinion of ING Barings, LLC, dated February 17,
2000 (incorporated herein by reference to Exhibit (c)(1) of the
Schedule TO of the Purchaser filed with the Securities and
Exchange Commission on February 18, 2000).
(g)(2) Written Fairness Presentation of ING Barings, LLC, dated February
17, 2000 (incorporated herein by reference to Exhibit (c)(2) of
the Schedule TO of the Purchaser filed with the Securities and
Exchange Commission on February 18, 2000).
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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.
Ansaldo Signal N.V.
By: /s/ James N. Sanders
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Name: James N. Sanders
Title: Chief Executive Officer
Date: February 18, 2000
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