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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. 5)
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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.5 to Tender Offer Statement on Schedule TO relates to
the offer by Ansaldo Trasporti S.p.A., an Italian corporation, to purchase all
of the outstanding common shares, nominal value NLG .01 per share, of Ansaldo
Signal N.V. (the "Company"), 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.
ITEM 12. Materials to be Filed as Exhibits.
(a)(10) Form of Letter from Morrow & Co., Inc. to reorganization
departments at various brokerage firms regarding subsequent
offering period.
(a)(11) Form of Letter from Morrow & Co., Inc. to registered shareholders
of the Company.
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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 29, 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 29, 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)(10)
[MORROW & CO. LETTERHEAD]
March __, 2000
[Reorganization Department]
[Address]
Re: Ansaldo Signal N.V.: Subsequent Offering Period
Ladies and Gentlemen:
This letter shall serve as a reminder that a new regulatory procedure is being
followed with respect to the tender offer by Ansaldo Trasporti S.p.A. to acquire
all of the outstanding common shares, NLG .01 per share (each a "Common Share"),
of Ansaldo Signal N.V. ("ASNV") which closed on Monday, March 20, 2000 at 5:00
p.m. EST. Please be advised that ASNV is no longer subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended. In addition,
effective as of the close of trading on March 21, 2000, the Common Shares were
delisted from the Nasdaq National Market. Ansaldo Trasporti S.p.A. currently
owns in excess of 99% of the outstanding Common Shares of ASNV.
Notwithstanding the foregoing, any Common Shares that are physically tendered
prior to 5:00 p.m. EST on Tuesday April 18, 2000, the close of the subsequent
offering period, will be promptly accepted and paid for by Ansaldo Trasporti
S.p.A. at a price per share of $4.05. After 5:00 p.m. on April 18, 2000, no
known market for such Common Shares will exist.
Accordingly, if you have customers who continue to hold such Common Shares and
wish to take advantage of this brief opportunity, you should tender their Common
Shares immediately. Note that the Common Shares will be paid for promptly after
they are tendered, unlike in the initial offering period where payment is made
after the close of the offer, and shareholders have no withdrawal rights during
this subsequent offering period. Therefore, there is no advantage in waiting
until the last minute to tender Common Shares on behalf of those customers who
wish to sell. In fact, if you choose to wait until the end of the subsequent
offering period, you will
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Ansaldo Signal N.V.
March __, 2000
Page 2
make it difficult for us to ensure that all shareholders have been notified of
this brief opportunity.
Thank you in advance for your assistance with this matter. If you have any
questions regarding the foregoing, please do not hesitate to contact either John
Ferguson or John Grant at 212-754-8000.
Very truly yours,
MORROW & CO., INC.
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Exhibit (a)(11)
[MORROW & CO. LETTERHEAD]
March ___, 2000
[Registered Shareholder]
[Address]
Re: Ansaldo Signal N.V.: Subsequent Offering Period
Dear Mr._____/Ms._______:
This letter shall serve as a reminder that a new regulatory procedure is being
followed with respect to the tender offer by Ansaldo Trasporti S.p.A. to acquire
all of the outstanding common shares, NLG .01 per share (each a "Common Share"),
of Ansaldo Signal N.V. ("ASNV") which closed on Monday, March 20, 2000 at 5:00
p.m. EST. Please be advised that ASNV is no longer subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended. In addition,
effective as of the close of trading on March 21, 2000, the Common Shares were
delisted from the Nasdaq National Market. Ansaldo Trasporti S.p.A. currently
owns in excess of 99% of the outstanding Common Shares of ASNV.
Notwithstanding the foregoing, any Common Shares that are physically tendered
prior to 5:00 p.m. EST on Tuesday April 18, 2000, the close of the subsequent
offering period, will be promptly accepted and paid for by Ansaldo Trasporti
S.p.A. at a price per share of $4.05. After 5:00 p.m. on April 18, 2000, no
known market for such Common Shares will exist.
Accordingly, if you continue to hold such Common Shares and wish to take
advantage of this brief opportunity, you should tender your Common Shares
immediately by completing the enclosed Letter of Transmittal. Note that the
Common Shares will be paid for promptly after they are tendered, unlike in the
initial offering period where payment is made after the close of the offer, and
you have no withdrawal rights during this subsequent offering period. Therefore,
if you wish to sell there is no advantage in waiting until the last minute to
tender your Common Shares.
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Ansaldo Signal N.V.
March __, 2000
Page 2
If you have any questions regarding the foregoing, please do not hesitate to
contact either John Ferguson or John Grant at 212-754-8000.
Very truly yours,
MORROW & CO., INC.
Enclosure
