ANSALDO SIGNAL NV
6-K, 2000-01-25
RAILROAD EQUIPMENT
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<PAGE>



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 6-K


                        REPORT OF FOREIGN PRIVATE ISSUER
                     PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
                       THE SECURITIES EXCHANGE ACT OF 1934


                          For the month of January 2000

                               ANSALDO SIGNAL N.V.
                               -------------------
             (Exact name of registrant as specified in its charter)




                             Schiphol Boulevard 267
                                1118 BH Schiphol,
                                 The Netherlands

                     (Address of principal executive office)


Indicate by check mark whether the Registrant files or will file annual reports
under cover of Form 20-F or Form 40-F:

      Form 20-F     X                           Form 40-F


Indicate by check mark whether the Registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

      Yes                                       No     X

This document contains 7 pages. The exhibit index is located on page 2.


                                       1

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                                  EXHIBIT INDEX


                       Description                                Page No.
                       -----------                                --------
- --------------------------------------------------------------------------------
1.        Letter, dated January 24, 2000, from Ansaldo
Trasporti S.p.A. ("ATR") to the Company, setting forth
the terms and conditions of a proposed tender offer by
ATR for all of the publicly-held outstanding Common                  4
Shares of the Company.
- --------------------------------------------------------------------------------

2.        A press release of the Company, dated January
24, 2000, announcing receipt of offer from Ansaldo
Trasporti S.p.A. to acquire remaining equity interest in             6
the Company.
- --------------------------------------------------------------------------------

3.        A press release of the Company, dated January
24, 2000, announcing the appointment of an independent
committee of the Supervisory Board of the Company to
evaluate the proposed tender offer by ATR.                           7
- --------------------------------------------------------------------------------


                                       2

<PAGE>




                                    SIGNATURE



         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                  ANSALDO SIGNAL N.V.

Date:  January 24, 2000           By:   /s/ James N. Sanders
                                      ----------------------------------
                                      Name: James N. Sanders
                                      Title: Chief Executive Officer


                                       3


<PAGE>

                                                                       EXHIBIT 1

                    [LETTERHEAD OF ANSALDO TRASPORTI S.p.A.]



                                                                 24 January 2000


Ansaldo Signal N.V.
Schiphol Boulevard 267
1118 BH Schiphol
The Netherlands
Attn:    James N. Sanders
         Managing Director

Gentlemen:

This is to inform you that Ansaldo Trasporti S.p.A. proposes to purchase all of
the common shares of Ansaldo Signal N.V. which it does not currently own
(approximately 3,737,500 shares) (the "Shares") at a price of US$3.80 per share
payable in cash. In view of the fact that the Shares represent a minority
interest in Ansaldo Signal, our offer would take the form of a tender offer.

Our tender offer would be conditioned upon a number of items, including, but not
necessarily limited to the following:

         (i)      there shall have occurred no material adverse change in the
                  condition, business, results of operations or prospects of
                  Ansaldo Signal;

         (ii)     an affirmative recommendation of an offer to the public
                  shareholders of Ansaldo Signal by the Managing Board, the
                  Supervisory Board and any committee of independent members of
                  the Supervisory Board which Ansaldo Signal might choose to
                  appoint;

         (iii)    no governmental or judicial action shall have been taken which
                  materially adversely affects the consummation of an offer;

         (iv)     any material consents or authorizations, permits, orders or
                  approvals of any governmental body required for the
                  consummation of an offer shall have been obtained and any
                  filings or registrations required to be made with any
                  governmental body shall have been made by the closing of our
                  offer;


                                       4

<PAGE>


         (v)      there shall not have occurred (1) any general suspension for
                  at least three business days of trading in securities quoted
                  on the NASDAQ National Market, (2) the declaration of a
                  banking moratorium or any suspension of payments in respect of
                  banks in the United States, The Netherlands, or Italy (whether
                  or not mandatory), (3) the commencement or material escalation
                  of a war or armed hostilities having had or being reasonably
                  likely to have a material adverse effect on the condition,
                  business, assets, liabilities or results of operations of
                  Ansaldo Signal taken as a whole, or (4) any limitation or
                  proposed limitation (whether or not mandatory) by any
                  governmental body, or any other event, that materially
                  adversely affects generally the extension of credit by banks
                  or other financial institutions in Italy.

Note that financing would not be a condition of our offer.

We are prepared to move quickly and would be happy to discuss any questions you
or the members of your Supervisory Board may have regarding our offer.

Very truly yours,

/s/ Luciano Cravarolo

Luciano Cravarolo
President


                                       5



<PAGE>



                                                                       Exhibit 2
                               ANSALDO SIGNAL N.V.


                                                                         Contact
                                                               Gregory M. Babicz
                                                           Phone: (412) 688-2459
                                                             Fax: (412) 688-2660



ANSALDO SIGNAL RECEIVES OFFER FROM ANSALDO
TRASPORTI TO ACQUIRE REMAINING SHARES OF THE
COMPANY

- --------------------------------------------------------------------------------
January 24, 2000 (Schiphol, The Netherlands)

James Sanders, managing director and chief executive officer of Ansaldo Signal
N.V. (NASDAQ: ASIGF), reported today that he received, on behalf of the Company,
a letter from Ansaldo Trasporti S.p.A., the Company's majority shareholder,
proposing that it purchase the remaining 18.3% of outstanding Common Shares of
the Company at a price per share of $3.80 pursuant to a cash tender offer.

The Ansaldo Trasporti offer will be launched subject to its affirmative
recommendation to the public shareholders of Ansaldo Signal by the company's
Managing Board, Supervisory Board and any committee of independent members of
the Supervisory Board which Ansaldo Signal might choose to appoint. The offer is
not conditioned on obtaining financing or on a minimum number of shares being
tendered. Upon successful completion of the tender, the shares of Ansaldo Signal
will no longer be listed on the NASDAQ National Market.

Mr. Sanders has called a meeting of the Board of Directors of the Company for
later today at which he intends to propose the appointment of an independent
committee to evaluate and analyze the fairness of the offer. It is expected that
the Board of Directors will authorize such committee to retain independent
counsel and investment bankers to assist it in evaluating this transaction.

No assurance can be given with respect to whether any transaction will occur.
Ansaldo Signal does not intend to disclose any details of any discussions
relating to the transaction pending their outcome.

Ansaldo Signal N.V. is a leader in the design, manufacture and service of
signaling, automation and control equipment and systems for the railroad and
mass transit industries worldwide.

This press release contains forward-looking statements made pursuant to the safe
harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Act of 1934. These forward-looking statements are subject to
uncertainties that could cause actual events to differ from those in the
statements, including, without limitation, the outcome of negotiations with
Ansaldo Trasporti S.p.A. or adverse business, regulatory or economic
developments.
                                       ###



                       [Letterhead of Ansaldo Signal N.V.]


                                       6



<PAGE>



                                                                       Exhibit 3
                               ANSALDO SIGNAL N.V.


                                                                         Contact
                                                                         -------
                                                               Gregory M. Babicz
                                                           Phone: (412) 688-2459
                                                             Fax: (412) 688-2660




ANSALDO SIGNAL SUPERVISORY BOARD APPOINTS
INDEPENDENT COMMITTEE TO EVALUATE OFFER OF
ANSALDO TRASPORTI S.p.A.

- --------------------------------------------------------------------------------
January 24, 2000 (Schiphol, The Netherlands)

As anticipated, the Supervisory Board of the Company met today to consider the
letter received from Ansaldo Trasporti S.p.A., the Company's majority
shareholder, proposing that it purchase the remaining 18.3% of outstanding
Common Shares of the Company at a price per share of $3.80. At the meeting, the
Board resolved to appoint an independent committee consisting of the Company's
two disinterested directors, Messrs. Rosenfeld and Santo, to evaluate and
analyze the fairness of Ansaldo Trasporti's offer. The Board authorized the
independent committee to retain independent counsel and investment bankers to
assist it in evaluating this transaction.

No assurance can be given with respect to whether any transaction will occur.
Ansaldo Signal does not intend to disclose any details of any discussions
relating to the transaction pending their outcome.

Ansaldo Signal N.V. is a leader in the design, manufacture and service of
signaling, automation and control equipment and systems for the railroad and
mass transit industries worldwide.

This press release contains forward-looking statements made pursuant to the safe
harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Act of 1934. These forward-looking statements are subject to
uncertainties that could cause actual events to differ from those in the
statements, including, without limitation, the outcome of negotiations with
Ansaldo Trasporti S.p.A. or adverse business, regulatory or economic
developments.

                                       ###



                       [Letterhead of Ansaldo Signal N.V.]


                                       7



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