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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. 3)
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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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ANSALDO TRASPORTI S.p.A.
Contact: Giuseppe Gallini
Telephone: 39-081-243-2236
Facsimile: 39-081-243-2699
ANSALDO TRASPORTI
ANNOUNCES SUBSEQUENT OFFERING PERIOD
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March 10, 2000 (Rome, Italy)
In connection with its tender offer to acquire all of the outstanding common
shares of Ansaldo Signal N.V. not currently owned by it, Ansaldo Trasporti
S.p.A. announced today that it currently does not intend to extend the initial
tender offer period which is scheduled to expire at 5:00 p.m. (New York City
time) on March 20, 2000. All common shares tendered as of that time will be
accepted and promptly paid for by Ansaldo Trasporti assuming that all conditions
to the offer have either been satisfied or waived.
Ansaldo Trasporti intends to provide a subsequent offering period of 20 business
days to commence at 9:00 a.m. (New York City time) on March 21, 2000 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.
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 which could cause actual events to differ from those in the
statements, including, without limitation, a change in the business plan of
Ansaldo Trasporti S.p.A.
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 10, 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 10, 2000
ANSALDO SIGNAL N.V.
By: /s/ James N. Sanders
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Name: James N. Sanders
Title: Chief Executive Officer