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. 1)
TRANS-LUX CORPORATION
_____________________________________________________________
(Name of Subject Company (Issuer))
TRANS-LUX CORPORATION
_____________________________________________________________
(Name of Filing Person (Offeror))
8 1/4% Limited Convertible Senior Subordinated Notes due 2012
_____________________________________________________________
(Title of Class of Securities)
893247 AE 6
_____________________________________________________________
(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 $10,042,830
AMOUNT OF FILING FEE -------------------------------$ 1,074.58--------------
Estimated for purposes of calculating the amount of the filing fee only. The
amount assumes the exchange of 1,197,000 shares of Common Stock ("Common Stock")
of Trans-Lux Corporation ("Trans-Lux") in exchange for $9,000,000 principal
amount of Trans-Lux 8 1/4% Limited Convertible Senior Subordinated Notes due
2012 (the "Notes"). The amount is based upon the closing market price of the
Common Stock on February 13, 2007 to be issued in exchange for the Notes.
[ ] 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.
[ ] 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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Trans-Lux Corporation, a Delaware corporation ("Trans-Lux"), hereby amends
Schedule TO previously filed with respect to the offer by Trans-Lux to exchange
(the "Exchange Offer") up to 1,197,000 shares of Common Stock of Trans-Lux to be
issued in exchange for a maximum of $9,000,000 principal amount of Trans-Lux
8 1/4% Limited Convertible Senior Subordinated Notes due 2012 (the "Notes") at
the exchange rate of 133 shares of Common Stock in exchange for each $1,000
principal amount of Notes tendered. Subject to the terms and conditions of the
Exchange Offer, Trans-Lux will issue 1,041,257 shares of Common Stock in
exchange for $7,829,000 principal amount of the Notes which were properly
tendered and not withdrawn prior to the expiration of the Exchange Offer.
This amendment amends Items 1, 4, 6 and 12 of Schedule TO. The text of a
press release dated March 16, 2007 by Trans-Lux announcing the completion of the
Exchange Offer is filed as Exhibit (a)(5)(C) herewith and is incorporated by
reference.
ITEM 12. EXHIBITS.
(a)(5)(C) Press Release dated March 16, 2007 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 16, 2007 and Secretary