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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT
Under Section 14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 4)
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Ansaldo Signal N.V.
(Name of Subject Company)
Ansaldo Trasporti S.p.A.
(Name of Filing Person)
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Common Shares, Nominal Value NLG .01 per share
(Title of Class of Securities)
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NO5515 10 6
(CUSIP Number of Class of Securities)
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Dr. Luigi Roth
Chief Executive Officer
Ansaldo Trasporti S.p.A.
Via Nuova delle Brecce 260
80147 Naples, Italy
Telephone: 011 (39) 081-243-2215
Facsimile: 011 (39) 081-243-2710
(Name, Address and Telephone Number of Person authorized to
Receive Notices and Communications on Behalf of Filing Person)
CALCULATION OF FILING FEE
Transaction Valuation $15,136,875 Amount of Filing Fee $3,027.38
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[ X ] Check box if any part of the fee is offset as provided by Rule 0-11
(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $3,027.38
Form or Registration No.: Amendment No. 2 to Schedule TO
Filing Party: Ansaldo Trasporti S.p.A.
Date Filed: February 18, 2000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ X ] third party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ X ] going private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer:
[ ]
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This Amendment No. 4 to Tender Offer Statement on Schedule TO relates
to the offer by Ansaldo Trasporti S.p.A., an Italian corporation (the
"Purchaser"), to purchase all of the outstanding common shares, nominal value
NLG .01 per share, of Ansaldo Signal N.V., a corporation organized under the
laws of The Netherlands, at $4.05 per Common Share, net to the seller in cash,
without interest, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated February 18, 2000, a copy of which was filed with the
Securities and Exchange Commission as Exhibit (a)(1) to Amendment No. 2 to
Schedule TO on February 18, 2000 (the "Offer to Purchase").
ITEM 8. Interest in Securities of the Subject Company.
The disclosure contained in the Offer to Purchase relating to Item 8 of
Schedule TO and Item 11 of Schedule 13E-3 is hereby amended and supplemented by
the information set forth in the press release, dated March 21, 2000, of the
Purchaser, a copy of which is attached hereto as Exhibit (a)(9) and incorporated
herein by reference.
ITEM 12. Materials to be Filed as Exhibits.
(a)(9) Press Release of Purchaser, dated March 21, 2000.
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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.
Date: March 21, 2000
ANSALDO TRASPORTI S.p.A.
By: /s/ Dott. Luigi Roth
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Name: Dott. Luigi Roth
Title: Chief Executive
Officer
After due inquiry and to the best of my knowledge and belief, I certify
that the information required by Schedule 13E-3 with respect to the subject
company that is set forth in this statement is true, complete and correct.
Date: March 21, 2000
ANSALDO SIGNAL N.V.
By: /s/ James N. Sanders
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Name: James N. Sanders
Title: Chief Executive
Officer
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Exhibit (a)(9)
ANSALDO TRASPORTI S.p.A.
Contact: Giuseppe Gallini
Telephone: 39-081-243-2236
Facsimile: 39-081-243-2699
ANSALDO TRASPORTI
ANNOUNCES EXPIRATION OF INITIAL TENDER OFFER PERIOD
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March 21, 2000 (Rome, Italy)
Ansaldo Trasporti S.p.A. today announced the results of its cash tender offer to
purchase the approximately 18.3% of Ansaldo Signal N.V. common shares that it
did not already own. The initial offering period expired at 5:00 p.m. New York
City time on March 20, 2000. Approximately 3,550,000 common shares of Ansaldo
Signal were deposited under the offer as of March 20, 2000, representing
approximately 95% of the total number of common shares that were eligible for
deposit. Payment for the common shares purchased during the initial offering
period will promptly be made through The Bank of New York, the depositary for
the tender offer. After payment for the deposited shares, Ansaldo Trasporti will
own approximately 20,260,000 common shares, or in excess of 99% of the total
issued and outstanding common shares of Ansaldo Signal.
As previously announced, Ansaldo Trasporti will provide a subsequent offering
period of 20 business days to commence at 9:00 a.m. (New York City time) today
and expire at 5:00 p.m. (New York City time) on Tuesday, April 18, 2000. During
this subsequent offering period common shares will be accepted and promptly paid
for by Ansaldo Trasporti as they are tendered. The consideration offered to
shareholders of Ansaldo Signal during this subsequent offering period will be
US$4.05 per common share, the same amount as was offered during the initial
offering period. During the subsequent offering period, shareholders will not be
permitted to withdraw any common shares that they have tendered provided that
such common shares are promptly accepted and paid for by Ansaldo Trasporti.
Ansaldo Trasporti S.p.A., an Italian corporation and a majority-owned subsidiary
of Finmeccanica S.p.A., is a manufacturing company engaged in the design,
manufacture and sale of freight and light rail cars and systems.
