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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.6)
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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
Facimile: 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:
/x/
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This Amendment No. 6 to Tender Offer Statement on Schedule TO relates to
the offer (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
April 19, 2000, of the Purchaser announcing the final results of the
Offer, a copy of which is attached hereto as Exhibit (a)(12) and
incorporated herein by reference.
ITEM 12. Materials to be Filed as Exhibits.
(a)(12) Press Release of Purchaser, dated April 19, 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: April 19, 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: April 19, 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)(12)
ANSALDO TRASPORTI S.p.A.
Contact: Giuseppe Gallini
Telephone: 39-081-243-2236
Facsimile: 39-081-243-2699
ANSALDO TRASPORTI
ANNOUNCES EXPIRATION OF SUBSEQUENT OFFERING PERIOD
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April 19, 2000 (Rome, Italy)
In connection with its tender offer to acquire all of the common shares of
Ansaldo Signal N.V. that it did not already own, Ansaldo Trasporti S.p.A. today
announced that the subsequent offering period for such tender offer expired at
5:00 p.m. New York City time on April 18, 2000. An additional 167,030 common
shares of Ansaldo Signal were deposited with The Bank of New York, depositary
for the tender offer, during the subsequent offering period. Common shares of
Ansaldo Signal were accepted and promptly paid for by Ansaldo Trasporti as they
were tendered during the subsequent offering period. As of today Ansaldo
Trasporti owns 20,424,539 common shares, or approximately 99.9% of the total
issued and outstanding common shares of Ansaldo Signal.
The common shares of Ansaldo Signal were delisted from the Nasdaq National
Market at the close of trading on Tuesday, March 21, 2000.
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.
