Trans Lux Corp – ‘SC TO-C’ on 2/23/04 re: Trans Lux Corp

On:  Monday, 2/23/04, at 5:39pm ET   ·   As of:  2/24/04   ·   Accession #:  99106-4-2   ·   File #:  5-32729

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Tender-Offer Statement — Preliminary Communication   —   Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-C     Tender Offer Statement                                 4     12K 

SC TO-C
1st Page of 4
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
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
[ X ]   Check the box if the filing relates solely to preliminary communication 
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 13c-4.                              
[x] going-private transaction subject to Rule 13e-3                         
[ ] amendment to Schedule 13D under Rule 13d-2.                             

SC TO-C
2nd Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 2nd
                                                    NEWS RELEASE
________________________________________________________________________        
TRANS-LUX CORPORATION                                                           
110 Richards Avenue                                                             
Norwalk, CT  06854                                                              

FOR IMMEDIATE RELEASE                                                           
For Further Information                                                         
Contact:  Angela D. Toppi                                                       
Executive Vice President & CFO                                                  
203/853-4321                                                                    

TRANS-LUX ANNOUNCES EXCHANGE OFFER FOR 7 1/2% CONVERTIBLE                       
SUBORDINATED NOTES DUE 2006                                                     

NORWALK, CT, February 23, 2004 - Trans-Lux Corporation (AMEX:TLX), a leading    
supplier of programmable electronic information displays and owner/operator of  
cinemas, today announced it will be making an Exchange Offer on or before March 
1, 2004 pursuant to which Trans-Lux Corporation (the "Company") will offer to   
exchange (the "Exchange Offer") $1,000 principal amount of its new 8 1/4%       
Limited Convertible Senior Subordinated Notes due 2012 ("New Notes") for each   
$1,000 principal amount of its 7 1/2% Convertible Subordinated Notes due 2006   
("Old Notes").  The offer will be for up to $15,000,000 principal amount, or    
49.7% of the $30,177,000 principal amount outstanding of the Old Notes.  If more
than $15,000,000 principal amount of the Old Notes are tendered, all tenders    
will be accepted pro rata unless the Company elects to accept all such tendered 
Old Notes.  If less than $4,000,000 of the Old Notes is tendered, the Company   
reserves the right to either accept or reject such lesser tendered amount.      

The New Notes will also be senior to the Old Notes and the Company's 9 1/2%     
Subordinated Notes due 2012.  In general terms, the New Notes will pay a higher 
interest rate than the Old Notes, a longer maturity, later call date, lower     
conversion price, and be convertible into Common Stock through March 1, 2007    
(which is after the maturity date of the Old Notes, but prior to the maturity   
date of the New Notes).  Application will be made to list the New Notes on the  
American Stock Exchange.                                                        

SC TO-C
3rd Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 3rd
It should be noted that directors of the Company who hold an aggregate of       
$110,000 Old Notes have indicated that they will accept the Exchange Offer.     

The Exchange Offer is voluntary on a Noteholder's part.  The Company believes no
taxable gain or loss will be recognized by any Noteholder who accepts the       
Exchange Offer.  Full details of the terms and conditions of the Exchange Offer 
will be contained in the Offering Circular being sent to Noteholders later this 
week.                                                                           

Consummation of the Exchange Offer, and issuance of the New Notes are subject to
various conditions as described in the Offering Circular.                       

This announcement is not an offer to purchase nor a solicitation of an offer to 
purchase with respect to any securities.  The offer will be made solely by, and 
subject to the terms and conditions set forth in the Offering Circular and the  
related Letter of Transmittal.                                                  

Trans-Lux Corporation is not making any recommendations as to whether or not    
Holders should exchange their Old Notes pursuant to the Exchange Offer, and no  
one has been authorized by it to make any such recommendations.  Holders must   
make their own decisions as to whether to consent to the proposed exchange for  
the Old Notes, and, if so, the principal amount of Old Notes to exchange.       

The New Notes offered will not be and have not been registered under the        
Securities Act of 1933 and are issued pursuant to an exemption under Section    
3(a)(9) of the Securities Act of 1933, as amended.                              

This news release may include forward-looking statements covered under the      
"Safe- Harbor" clause of the Private Securities Litigation Reform Act of 1995.  
Such statements are based upon current expectations and assumptions.  Actual    
results could differ materially from those currently anticipated as a result of 
known and unknown risks and uncertainties including, but not limited to, weather
and economic, political, market and industry conditions and reliance on key     
customers.  Such factors are described in Trans-                                

3 

SC TO-C
Last Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 4th
Lux Corporation's SEC filings, including its most recently filed annual report  
on Form 10-Q.  The Company disclaims any obligation to update any               
forward-looking statements to incorporate developments occurring after release  
of this announcement.                                                           

Trans-Lux is a worldwide, full-service provider of integrated multimedia systems
for today's communications environments.  The essential elements of these       
systems are the real-time, programmable electronic information displays the     
Company manufactures, distributes and services.  Designed to meet the evolving  
communications needs of both the indoor and outdoor markets, these displays are 
used primarily in applications for the financial, banking, gaming, corporate,   
transportation, entertainment and sports industries.  In addition to its display
business, the Company owns and operates a chain of motion picture theatres in   
the western Mountain States.                                                    

4 

Dates Referenced Herein

				Referenced-On Page
This ‘SC TO-C’ Filing		Date		First		Last			Other Filings
		3/1/07		2					None on these Dates
		3/1/04		2
Filed as of:		2/24/04
Filed on:		2/23/04		2
									List all Filings