EX-99.A.5.B 9 noticetoholders.txt NOTICE TO OLD NOTE HOLDERS Exhibit (a)(5)(B) TRANS-LUX CORPORATION 110 Richards Avenue Norwalk, CT 06856-5090 (203) 853-4321 February 23, 2004 Dear Noteholder: Enclosed for your consideration is an Offering Circular dated February 23, 2004 (the "Offering Circular") and the related Letter of Transmittal (the "Letter of Transmittal") relating to an offer to exchange (the "Exchange Offer") $1,000 principal amount of our new 8 1/4% Limited Convertible Senior Subordinated Notes due 2012 ("New Notes") for each $1,000 principal amount of Trans-Lux Corporation (the "Company") currently outstanding 7 1/2% Convertible Subordinated Notes due 2006 ("Old Notes"). The offer is for up to $15,000,000 principal amount, or 49.7%, of the $30,177,000 outstanding principal amount of the Old Notes, to the extent such Old Notes are properly tendered and not withdrawn prior to the expiration of the Exchange Offer. If more than $15,000,000 principal amount of the Old Notes are tendered, all tenders will be accepted on a pro rata basis unless the Company elects to accept all such tendered Old Notes. If less than $4,000,000 principal amount of the Old Notes are tendered, the Company reserves the right to either accept or reject such lesser tendered amount. In general terms, the New Notes will pay a higher interest rate than the Old Notes, have a longer maturity, later call date, and be convertible into Common Stock at a lower conversion price until March 1, 2007, (which is after the maturity date of the Old Notes, but prior to the maturity date of the New Notes). The New Notes will also be senior to the Old Notes and our 9 1/2% Subordinated Notes due 2012, but do not have any restriction on issuance of additional indebtedness, issuance of preferred stock or restricted payments. The Exchange Offer is voluntary on your part. We believe 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, which expires March 31, 2004, are contained in the Offering Circular which we encourage you to read. It should be noted that directors of the Company who hold an aggregate of $110,000 Old Notes have indicated they will accept the Exchange Offer. The following is a comparison of certain features of the Old Notes and New Notes, which are more fully described in the Offering Circular: New Notes Old Notes --------- --------- Interest 8.25% 7.50% ($82.50 per $1,000 Note) ($75.00 per $1,000 Note) Maturity March 1, 2012 December 1, 2006 Subordination Senior to Old Notes, but Subordinated to all Senior subordinated to all Senior Indebtedness. Indebtedness. Conversion Provisions 111 shares of Common Stock at a 71 shares of Common Stock at a conversion price of $9.00 per conversion price of $14.013 per share for each $1,000 New Note share for each $1,000 Old Note through March 1, 2007 and not (the conversion price is well convertible thereafter. above the trading level of $3.563 - $7.79 of the Common Stock since January 1, 2001). Optional Redemption Not callable before 2006 at which Callable at 101.875%. O. and time the call price is 102%, after December 1, 2004 the call dropping each year by 1% until it price drops to 100.938% and on reaches 100% on and after March and after December 1, 2005 the 1, 2008. call price drops to 100%. Restriction Provisions None Restriction on incurrence of additional indebtedness, issuance of preferred stock and restricted payments. Taxability Exchange is expected to be tax Exchange is expected to be free (consult your tax advisor). free (consult your tax advisor).
Important: If you require further information concerning the Exchange Offer, please contact Trans-Lux Corporation directly by writing to Ms. Angela D. Toppi, Secretary, Trans-Lux Corporation, 110 Richards Avenue, Norwalk, Connecticut 06856-5090 or email to atoppi@trans-lux.com or by calling (203) 853-4321. Very truly yours, TRANS-LUX CORPORATION