SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d) (1) or 13(e) (1)
of the Securities Exchange Act of 1934
TRANS-LUX CORPORATION
____________________________________________________
(Name of Subject Company (Issuer))
TRANS-LUX CORPORATION
____________________________________________________
(Name of Filing Person (Offeror))
7 1/2% Convertible Subordinated Notes due 2006
____________________________________________________
(Title of Class of Securities)
893247 AD 8
____________________________________________________
(CUSIP Number of Class of Securities)
Angela D. Toppi
Executive Vice President and Secretary
TRANS-LUX CORPORATION
110 Richards Avenue
Norwalk CT 06856-5090
(203) 853-4321
____________________________________________________
(Name, address and telephone number of person authorized to
Receive Notices and communications on behalf of the filing person)
Copy to:
Gerald Gordon, Esq.
Weisman Celler Spett & Modlin, P.C.
445 Park Avenue
New York, New York 10022
(212) 371-5400
Calculation of filing fee
TRANSACTION VALUATION $12,309,000
AMOUNT OF FILING FEE $ 1,317.06
Estimated for purposes of calculating the amount of the filing fee only. The
amount assumes the exchange of $12,309,000 principal amount of Trans-Lux
Corporation ("Trans-Lux") 8 1/4% Limited Convertible Senior Subordinated Notes
due 2012 ("the 8 1/4% Notes") for all outstanding $12,309,000 principal amount
of Trans-Lux 7 1/2% Convertible Subordinated Notes due 2006 ("the 7 1/2%
Notes"). The amount is based upon the maximum principal amount of Trans-Lux 8
1/4% Notes to be issued in exchange.
[ ] Check the 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: ---------------
Filing party: -------------------------
Form or registration No.: -------------
Date filed: ---------------------------
[ ] 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:
[ ] Third-party tender offer subject to Rule 14d-1.
[X] 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 Schedule TO relates to the offer by Trans-Lux Corporation, a
Delaware corporation ("Trans- Lux"), to exchange (the "Exchange Offer") up to
$12,309,000 principal amount of Trans-Lux 8 1/4% Limited Convertible Senior
Subordinated Notes due 2012 (the "8 1/4% Notes") for currently outstanding
$12,309,000 principal amount of Trans-Lux 7 1/2% Convertible Subordinated Notes
due 2006 (the "7 1/2% Notes"), at the exchange rate of $1,000 principal amount
of 8 1/4% Notes for each $1,000 principal amount of 7 1/2% Notes tendered.
Subject to the terms and conditions of the Exchange Offer, Trans-Lux will issue
up to $12,309,000 principal amount of 8 1/4% Notes in exchange for up to
$12,309,000 principal amount of 7 1/2% Notes to the extent such 7 1/2% Notes are
properly tendered and not withdrawn prior to the expiration of the Exchange
Offer. Trans-Lux reserves the right to extend or terminate the Exchange Offer,
if the conditions set forth in the section of the Offering Circular (as defined
below) entitled "The Exchange Offer-Conditions of the Exchange Offer" are not
satisfied, and to otherwise amend the Exchange Offer in any respect. The
Exchange Offer is open to all holders of the 7 1/2% Notes, and is subject to
customary conditions. The Exchange Offer is subject to the terms and conditions
set forth in the Offering Circular, dated February 6, 2006, (the "Offering
Circular") and in the related Letter of Transmittal (the "Letter of
Transmittal") (which, as either may be amended or supplemented from time to
time, together constitute the "Disclosure Documents"). Subject to applicable
securities laws and the terms set forth in the Offering Circular, Trans-Lux
reserves the right to waive any and all conditions to the Exchange Offer. The
Offering Circular and the Letter of Transmittal are attached to this Schedule TO
as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
All information in the Disclosure Documents, including all schedules
and annexes, is hereby expressly incorporated by reference in answer to all
items in this Schedule TO, except as otherwise set forth below. This Schedule
TO is combined with Schedule 13E-3 since the transaction might be deemed a
"going private" transaction. Where items under Schedule 13E-3 are not
part of Schedule TO, they are listed at the end of this Schedule. Where the
same item is covered by both schedules, the Schedule 13E-3 reference is below
the Schedule TO reference. Items 1-6 are numbered the same in both schedules.
ITEM 1. SUMMARY TERM SHEET
The information set forth in the Offering Circular under the titles
"Summary Term Sheet" and "Terms of the Exchange Offer" is incorporated herein by
reference.
ITEM 2. SUBJECT COMPANY INFORMATION
(a) The issuer of the securities subject to the Exchange Offer is
Trans-Lux Corporation, a Delaware corporation. Trans-Lux executive offices are
located at 110 Richards Avenue, Norwalk, Connecticut 06856-5090. Trans-Lux
telephone number is (203) 853-4321.
(b) The subject security is Trans-Lux's 7 1/2% Notes. As of September
30, 2005, $12,309,000 principal amount of 7 1/2% Notes were issued and
outstanding.
(c) The 7 1/2% Notes are listed on the American Stock Exchange under
the symbol "TLX.C". The 8 1/4% Notes are listed on the American Stock Exchange
under the symbol "TLX.D". The information set forth in the Offering Circular
under the title "Price Range of 8 1/4% Notes, 7 1/2% Notes and Common Stock and
Dividends on Common Stock" is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
(a) Trans-Lux is the filing person and subject company. The business
address and telephone number of Trans-Lux are set forth under Item 2(a) of this
Schedule TO.
Information as to the directors and/or executive officers of Trans-Lux
is incorporated herein by reference from the Offering Circular under the title
"Directors and Executive Officers of the Company:
ITEM 4. TERMS OF THE TRANSACTION
(a) The information set forth in the sections of the Offering Circular
entitled "Summary Term Sheet," "Terms of the Exchange Offer," "Summary
Historical and Pro Forma Financial Information- Summary Consolidated Financial
Data," "The Exchange Offer," "Tax Consequences," "Description of 8 1/4% Notes,"
"Description of 7 1/2% Notes" and "Description of Capital Stock" is incorporated
herein by reference.
(b) Trans-Lux has been advised that directors holding an aggregate of
$40,000 of 7 1/2% Notes intend to tender their 7 1/2% Notes in the Exchange
Offer.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
The information set forth in the Section of the Offering Circular
entitled "Other Agreements between the Company and Its Security Holders" is
incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
(a) The information set forth in the section of the Offering Circular
entitled "Summary Term Sheet-What is the Purpose of the Exchange Offer" is
incorporated herein by reference.
(b) The 7 1/2% Notes acquired pursuant to the Exchange Offer will be
cancelled.
(c)(1) None
(c)(2) None
(c)(3) The information set forth in the sections of the Offering
Circular entitled "Summary Term Sheet-What is the Purpose of the Exchange
Offer," "Terms of the Exchange Offer," "Summary Historical and Pro Forma
Financial Information-Summary Consolidated Financial Data," "Description of 8
1/4% Notes," "Description of 7 1/2% Notes," and "Description of Capital Stock"
is incorporated herein by reference.
(c)(4) None
(c)(5) None
(c)(6) and (7) The 7 1/2% Notes can be delisted from the American Stock
Exchange if less than $5,000,000 principal amount remain outstanding after
expiration of the Exchange Offer.
(c)(8) None
(c)(9) None
(c)(10) None
(d) These are no negotiations involving the Exchange Offer and any
third party or any of the items covered by Item 6(c).
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(Item 10 Schedule 13E-3)
(a) No cash is required in order to complete the proposed Exchange
Offer.
(b) Not applicable.
(c) The following expenses are estimated to be incurred in connection
with the transaction:
(1) SEC filing fee $ 1317.06
(2) Printing 5,000
(3) Legal 35,000
(4) Accounting 10,000
(5) Exchange Agent / Trustee 3,500
(6) Miscellaneous 2,000
(d) Not applicable.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(Item 11 Schedule 13E-3)
(a) Information in the Offering Circular in the section entitled
"Interest in Securities of Trans-Lux Corporation" is incorporated herein by
reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
(Item 14 Schedule 13E-3)
(a) The information set forth in the sections of the Offering Circular
entitled "The Exchange Offer," is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS
(Item 13 Schedule 13E-3)
(a), (b) The information set forth in the sections of the Offering
Circular entitled "Summary Historical and Pro Forma Financial
Information-Summary Consolidated Financial Data," "Ratio of Earnings to Fixed
Charges," and the financial statements and information contained in the reports
set forth in the section of the Offering Circular entitled "Incorporation of
Documents by Reference" are incorporated herein by reference.
ITEM 11. ADDITIONAL INFORMATION.
(Item 15 Schedule 13E-3)
(a) There are no agreements between, Trans-Lux and any of its executive
officers, directors, controlling persons or subsidiaries relating to the
Exchange Offer. The applicable legal requirements are the filing of this
Schedule TO and required amendments.
(b) Trans-Lux believes the Offering Circular contains all such
information as may be necessary to make all required statements in the light of
the circumstances under which they are made, not materially misleading.
ITEM 12. EXHIBITS.
(Item 16 Schedule 13E-3)
(a)(1)(A) Offering Circular dated February 6, 2006 filed herewith.
(a)(1)(B) Letter of Transmittal filed herewith.
(a)(1)(C) Notice of Guaranteed Delivery filed herewith.
(a)(1)(D) Letter to Broker-Dealers filed herewith.
(a)(1)(E) Letter to Clients filed herewith.
(a)(5)(A) Press Release dated February 6, 2006 filed herewith.
(a)(5)(B) Letter to 7 1/2% Noteholders of the Company filed herewith.
(b) Not applicable.
(c) None.
(d)(1) Indenture governing the 8 1/4% Notes (form of said indenture is
incorporated by reference to Exhibit 12(d)(1) of Schedule TO
dated March 3, 2004.
(d)(2) Form of employee stock option agreement (incorporated by
reference to Proxy Statement dated April 7, 2000).
(d)(3) Form of non-employee director stock option agreement
(incorporated by reference to Exhibit 10.4(a) of Form 10-K for
the year ended December 31, 1999).
(d)(4) Indenture governing the 7 1/2% Notes (form of said indenture is
incorporated by reference to Exhibit 4.2 of Registration
No.333-15481).
(d)(5) Indenture governing Trans-Lux 9 1/2% Subordinated Debentures due
2012 (form of said indenture is incorporated by reference to
Exhibit 6 of Schedule 13E-4 Amendment No. 2 dated December 23,
1994).
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
(Schedule 13E-3)
(a) (c) For the purposes of and reasons for the Exchange Offer
the information set forth in the section of the Offering Circular entitled
"Summary Term Sheet-What is the Purpose of the Exchange Offer" is
incorporated herein by reference.
(b) Trans-Lux considered alternatively a public offering of
securities to redeem the 7 1/2% Notes, but determined the timing for such
an offer was not feasible at this time (Trans-Lux did not consider an
alternative means to accomplish the stated purpose).
(c) For the effects of the Exchange Offer on Trans-Lux, the
information set forth in the sections of the Offering Circular entitled
"Summary Term Sheet-What are the United States Federal Income Tax
Consequences to me if I Participate in the Exchange Offer?" and "The
Exchange Offer-Subsequent Trading in Securities Exchanged" are
incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION
(Schedule 13E-3)
(a) Fairness
(b) Factors considered in determining fairness
(c) Approval of Security Holders
(e) Approval of directors
(f) Other offers
The section of the Offering Circular entitled "Summary Term
Sheet-Does the Board of Directors Believe the Exchange Offer is Fair to
Unaffiliated Security Holders?" is incorporated herein by reference.
(d) Unaffiliated Representative
The Board of Directors has not retained an unaffiliated
representative to act solely on behalf of unaffiliated security holders.
ITEM 12. THE SOLICITATION OR RECOMMENDATION
Intent to Tender
As set forth on the front page of the Offering Circular and
elsewhere, directors who own an aggregate of $40,000 of the 7 1/2% Notes
have indicated they will tender their 7 1/2% Notes.
Recommendation
Reference is made to the Section of Offering Circular entitled
"Summary Term Sheet- What Does the Trans-Lux Board of Directors Think of
the Exchange Offer?" which states the Board of Directors is not making any
recommendation regarding whether Old Noteholders should tender.
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.
By: /s/ ANGELA D.TOPPI
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Angela D. Toppi
Executive Vice President and Secretary
Date: February 6, 2006