SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO/A
(Rule 14d-100)
Tender Offer Statement under Section 14(d) (1) or 13(e) (1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
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
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TRANSACTION VALUATION $12,309,000
AMOUNT OF FILING FEE ----------------------------$ 1,317.06*----------------
*Estimated for purposes of calculating the amount of the filing fee only and
previously paid. 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 ("8 1/4% Notes") for all oustanding $12,309,000
principal amount of Trans-Lux 7 1/2 % Convertible Subordinated Notes due 2006
("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: [X]
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Trans-Lux Corporation, a Delaware corporation ("Trans-Lux") hereby amends
Schedule TO and Schedule 13E-3,as amended, previously filed with respect to the
offer by 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
$108,000 principal amount of 8 1/4 % Notes in exchange for $108,000 principal
amount of the 7 1/2 % Notes to the extent such 7 1/2 % Notes which were
properly tendered and not withdrawn prior to the expiration of the Exchange
Offer. This amendment to jointly file Schedule TO and Schedule 13E-3 is
intended to satisfy the requirements of Rules 13e-3 and 13e-4 under the
Securities Exchange Act of 1934, as amended.
This Schedule TO is combined with Schedule 13E-3 since the transaction might
be deemed a "going prive" transaction. Where items under Schedule 13E-3 are not
part of Schedule TO, they are listed at the end of Schedule. Where the same
item is covered by both schedules, the Schedule 13E-3 reference is below the
Schedule TO reference.
This amendment amends Items 1, 4, 6 and 12 of Schedule TO and Items 1, 4, 6
and 16 of Schedule 13E-3. The text of a press release dated March 14, 2006 by
Trans-Lux announcing the completion of the Exchange Offer is filed as
Exhibit (a)(5)(D) herewith and is incorporated by reference.
ITEM 12. EXHIBITS.
(Item 16 Schedule 13E-3)
(a)(5)(D) Press Release dated March 14, 2006 filed herewith.
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
Date: March 14, 2006 and Secretary