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))
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 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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This Schedule TO relates to the offer by Trans-Lux Corporation, a Delaware
corporation ("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
up to 1,197,000 shares of Common Stock in exchange for up to $9,000,000
principal amount of Notes to the extent such 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 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 14, 2007, (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.
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 Notes. As of December 31, 2006,
$17,958,000 principal amount of Notes were issued and outstanding.
(c) The 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 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.
Pursuant to General Instruction C to Schedule TO, the following persons are
the directors and/or executive officers of Trans-Lux:
Name Office Age
---- ------ ---
Michael R. Mulcahy President, Co-Chief Executive Officer and Director 58
Thomas Brandt Executive Vice President, Co-Chief Executive 42
Officer and Director
Matthew Brandt Executive Vice President and Director 42
Al L. Miller Executive Vice President 60
Angela D. Toppi Executive Vice President, Treasurer, Secretary and 51
Chief Financial Officer
Karl P. Hirschauer Senior Vice President 61
John Long Senior Vice President 60
Thomas F. Mahoney Senior Vice President 59
Richard Brandt Director 79 79
Howard Brenner Director 73
Jean Firstenberg Director 70
Gene Jankowski Chairman of the Board (Non-executive Officer) and 72
Director
Victor Liss Vice-Chairman of the Board (Non-executive Officer) 69
and Director 69
Howard S. Modlin Director 75
Messrs. Mulcahy, T. Brandt, M. Brandt, Miller, Hirschauer, Mahoney
and Ms. Toppi have been associated in an executive capacity with Trans-Lux for
more than five years. Mr. Long was elected Senior Vice President in charge of
Outdoor Operations on March 24, 2004 and has been employed by the Company since
1997. Mr. Long served as Senior Vice President of Outdoor Display Subsidiaries
between
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March 27, 2002 and March 24, 2004 and served as Vice President of Trans-Lux
Midwest Corporation between December 10, 1998 and March 27, 2002.
Mr. Howard M. Brenner is a Senior Advisor of MLGA Holding, Inc., and a
Director of Interep National Radio Sales, Inc. He was formerly Chairman and
Chief Executive Officer of HCFP Brenner Securities LLC, formerly President of
Brenner Securities, formerly Senior Vice President of Loewenbaum & Company
Incorporated, formerly Vice Chairman of Southcoast Capital Corporation which
changed its name to Loewenbaum & Company Incorporated, formerly President of
Drexel Burnham Lambert Incorporated; and formerly a member of Board of Governors
of the American Stock Exchange and District 10 Committee (NY) National
Association of Securities Dealers Inc.
Mr. Howard S. Modlin is an Attorney and President of the firm Weisman
Celler Spett & Modlin, P.C. He is a Director of Fedders Corporation and a
Director and Secretary and, since November 2001, Chairman and Chief Executive
Officer of General DataComm Industries, Inc.
Mr. Richard Brandt is a Consultant to Trans-Lux and was formerly its
Chairman of the Board. He is a Director of Presidential Realty Corporation,
Chairman Emeritus and Trustee of the American Film Institute. He was formerly a
Trustee of The College of Santa Fe.
Ms. Jean Firstenberg is Director and Chief Executive Officer of the
American Film Institute. She was formerly a Trustee of Boston University.
Mr. Gene Jankowski is Chairman of the Board (a non-executive position) of
Trans-Lux, Chairman of Jankowski Communications System, Inc. and Advisor
Managing Director of Veronis Suhler & Associates Inc. He was formerly a
Director of TV Azteca, formerly Co-Chairman of St. Vincent's College, formerly
Trustee of St. Vincent's Medical Center and formerly President and Chairman of
the CBS Broadcast Group. He is Chairman Emeritus of the American Film
Institute.
Mr. Victor Liss is Vice Chairman of the Board (a non-executive position) of
Trans-Lux; a Director of Wellpoint, Inc.; Chairman of the Board of Trustees of
Norwalk Hospital; and Co-Chairman of the Advisory Board to University College of
Sacred Heart University. He was formerly President and Chief Executive Officer
of Trans-Lux.
The business address and telephone number for all of the above directors and
executive officers is c/o Trans-Lux Corporation, 110 Richards Avenue, Norwalk,
Connecticut 06856-5090 and (203) 853-4321.
Pursuant to General Instruction C to Schedule TO, the following are the
controlling persons of Trans-Lux.
Mr. Richard Brandt, by virtue of his holdings of Class B Stock, which has
10 votes per share, may be deemed to be a controlling person of Trans-Lux. His
address and telephone number is c/o Trans-Lux Corporation, 110 Richards Avenue,
Norwalk, Connecticut 06856-5090 and (203) 853-4321.
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 Notes," and
"Description of Capital Stock" is incorporated herein by reference.
(b) Trans-Lux has been advised that Mr. R. Brandt holding $120,000 of the
Notes intends to tender $20,000 of his Notes in the Exchange Offer.
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ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
Trans-Lux has in effect a stock option plan, which was approved by its
stockholders, pursuant to which incentive and non-qualified stock options may be
granted to employees, a Non-employee Director Stock Option Plan under which
non-qualified stock options may be granted to non-employee directors and a
non-statutory stock option agreement for the former Chairman of the Board.
Approximately 12 employees and directors currently hold options to purchase
67,300 shares of the Company's Common Stock at prices ranging from $4.025 per
share to $15.1875 per share and expiration dates ranging from March 13, 2007 to
March 23, 2014. The option plan provides that options must be granted at an
exercise price equal to the closing price of the Common Stock on the American
Stock Exchange on the date of grant and may not be exercised prior to one year
from the date of grant. Trans-Lux and Wells Fargo Bank, N.A. are parties to an
Indenture governing the Notes and Trans-Lux and Continental Stock Transfer &
Trust Company are parties to an Indenture governing Trans-Lux's 9 1/2%
Subordinated Debentures due 2012. Continental Stock Transfer and Trust Company
is also the Transfer Agent for the Common Stock.
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 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 New Notes,"
"Description of Notes," and "Description of Capital Stock" is incorporated
herein by reference.
(c)(4) None
(c)(5) None
(c)(6) and (7) The Notes can be delisted from the American Stock Exchange if
less than $5,000,000 principal amount of Notes 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
(a) No cash is required in order to complete the proposed Exchange Offer.
(b) Not applicable.
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(c) The following expenses are estimated to be incurred in connection with
the transaction:
(1) SEC filing fee $ 1,075
(2) Printing 2,000
(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
(a) The following table sets forth information as of December 31, 2006
with respect to the beneficial ownership of Trans-Lux Class B Stock and Common
Stock or shares acquirable within 60 days of such date by each person who is a
director and executive officer of Trans-Lux; and all persons as a group who are
executive officers and directors of Trans-Lux, and as to the percentage of
outstanding shares held by them on that date.
Amount
Beneficiary Percent Percent of
Name, Status and Mailing Address Title of Class Owed of Class All Classes
-------------------------------- -------------- ---- -------- -----------
Richard Brandt....................... Class B Stock 133,208 (1) 46.44% 10.57%
Chairman Emeritus of the Board of Directors, Common Stock 25,833 (1) 2.58% 2.01%
Director, Consultant and beneficial owner of
more than 5% of Trans-Lux's Class B Stock
110 Richards Avenue
Norwalk, CT 06856-5090
Matthew Brandt....................... Class B Stock 41,700 14.54% 3.31%
Director, Executive Vice President and Common Stock 10,480 (2) 1.15% *
beneficial owner of more than 5% of Trans-
Lux's Class B Stock
110 Richards Avenue
Norwalk, CT 06856-5090
Thomas Brandt........................ Class B Stock 41,700 14.54% 3.31%
Director, Executive Vice President, Common Stock 11,354 (2) 1.15% *
Co-Chief Executive Officer and beneficial
owner of more than 5% of Trans-Lux's Class B
Stock 110 Richards Avenue
Norwalk, CT 06856-5090
Howard M. Brenner.................... Common Stock 2,500 (3) * *
Director
465 Park Avenue New York, NY 10022
Jean Firstenberg..................... Common Stock 1,420 (4) * *
Director
110 Richards Avenue
Norwalk, CT 06856-5090
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Amount
Beneficially Percent Percent
Name, Status and Mailing Address Title of Class Owned of Class All Classes
-------------------------------- -------------- ----- -------- -----------
Gene Jankowski........................... Common Stock 4,000 (3) * *
Director and Chairman of the Board
(Non-executive Officer)110 Richards Avenue
Norwalk, CT 06856-5090
Victor Liss............................... Class B Stock 9,728 3.39% *
Vice Chairman of the Board (Non-executive Common Stock 14,239 (5) 1.46% 1.13%
Officer)
110 Richards Avenue
Norwalk, CT 06856-5090
Howard S. Modlin.......................... Class B Stock 8,751 (6) 3.05% *
Director Common Stock 2,500 (6) * *
445 Park Avenue
New York, NY 10022-2606
Michael R. Mulcahy....................... Common Stock 20,803 (7) 2.10% 1.63%
Director, President and Co-Chief
Executive Officer
110 Richards Avenue
Norwalk, CT 06856-5090
Al L. Miller............................. Common Stock 611 * *
Executive Vice President
110 Richards Avenue
Norwalk, CT 06856-5090
Angela D. Toppi.......................... Common Stock 7,000 * *
Executive Vice President
Treasurer, Secretary and Chief Financial
Officer
110 Richards Avenue
Norwalk, CT 06856-5090
Karl P. Hirschauer....................... 629 * *
Senior Vice President
110 Richards Avenue
Norwalk, CT 06856-5090
John Long................................ Common Stock 300 (9) * *
Senior Vice President
110 Richards Avenue
Norwalk, CT 06856-5090
Thomas F. Mahoney........................ Common Stock 2,600 (10) * *
Senior Vice President
110 Richards Avenue
Norwalk, CT 06856-5090
All directors and executive officers...... Class B Stock 235,087 (11) 81.96% 18.65%
as a group (14 persons) Common Stock 104,269 (11) 9.86% 7.76%
_____________________
(1) The amount includes 4,232 shares of Class B Stock owned by Mrs. Brandt,
12,500 shares of Common Stock acquirable upon exercise of stock options,
and 13,333 shares of Common Stock acquirable upon conversion of $120,000
principal amount of the Notes.
(2) The amount includes 10,000 shares of Common Stock acquirable upon exercise
of stock options. Messrs. M. Brandt and T. Brandt are sons of Mr. R.
Brandt.
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(3) The amount includes 1,500 shares of Common Stock acquirable upon exercise
of stock options.
(4) The amount includes 1,000 shares of Common Stock acquirable upon exercise
of stock options.
(5) The amount includes 1,500 shares of Common Stock acquirable upon exercise
of stock options, and 3,333 shares of Common Stock acquirable upon
conversion of $30,000 principal amount of the Notes.
(6) The amount includes 5,939 shares of Class B Stock owned by Mr. Modlin's
immediate family or held in trust for Mr. Modlin's immediate family, and
2,500 shares of Common Stock acquirable upon exercise of stock options.
(7) The amount includes 17,500 shares of Common Stock acquirable upon exercise
of stock options.
(8) The amount includes 6,000 shares of Common Stock acquirable upon exercise
of stock options.
(9) The amount includes 300 shares of Common Stock acquirable upon exercise of
stock options.
(10) The amount includes 2,500 shares of Common Stock acquirable upon exercise
of stock options.
(11) The amount includes 10,171 shares of Class B Stock set forth in footnotes 1
and 6 above, 16,666 shares of Common Stock acquirable upon conversion of
the Notes set forth in footnotes 1 and 6 above, and 66,800 shares of Common
Stock which members of the group have the right to acquire by exercise of
stock options (including director stock options).
* Less than 1%
(b) None.
No persons, specified in Instruction 1 to Item 1008(b) of Regulation
M-A, transacted in the Notes or Common Stock during the past 60 days.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
(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
(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
(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.
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(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
(a)(1)(A) Offering Circular dated February 14, 2007 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 14, 2007 filed herewith.
(a)(5)(B) Letter to Noteholders of the Company filed herewith.
(b) Not applicable.
(c) None.
(d)(1) Indenture governing the Notes (incorporated by reference to
Exhibit 12(d)(1) of Schedule TO dated March 2, 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 Trans-Lux 9 1/2% Subordinated Debentures due
2012 (incorporated by reference to Exhibit 6 of Schedule 13E-4
Amendment No. 2 dated December 23, 1994).
(f) Not applicable.
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
-----------------------
Angela D. Toppi
Executive Vice President
Date: February 14, 2007 and Secretary
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