-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CEaqcL5aAEIz3X/kZeBRTkbjWFpFr3HJG6dydji/gPHN9EE1dbqYl2JPGPgMYhPt bPgsHrhcQhWnCltGf84gjQ== 0000099106-04-000033.txt : 20040412 0000099106-04-000033.hdr.sgml : 20040412 20040412165041 ACCESSION NUMBER: 0000099106-04-000033 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040412 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANS LUX CORP CENTRAL INDEX KEY: 0000099106 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 131394750 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32729 FILM NUMBER: 04728906 BUSINESS ADDRESS: STREET 1: 110 RICHARDS AVE CITY: NORWALK STATE: CT ZIP: 06856-5090 BUSINESS PHONE: 2038534321 MAIL ADDRESS: STREET 1: 110 RICHARDS AVENUE CITY: NORWALK STATE: CT ZIP: 06856-5090 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANS LUX CORP CENTRAL INDEX KEY: 0000099106 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 131394750 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32729 FILM NUMBER: 04728907 BUSINESS ADDRESS: STREET 1: 110 RICHARDS AVE CITY: NORWALK STATE: CT ZIP: 06856-5090 BUSINESS PHONE: 2038534321 MAIL ADDRESS: STREET 1: 110 RICHARDS AVENUE CITY: NORWALK STATE: CT ZIP: 06856-5090 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRANS LUX CORP CENTRAL INDEX KEY: 0000099106 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 131394750 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: 110 RICHARDS AVE CITY: NORWALK STATE: CT ZIP: 06856-5090 BUSINESS PHONE: 2038534321 MAIL ADDRESS: STREET 1: 110 RICHARDS AVENUE CITY: NORWALK STATE: CT ZIP: 06856-5090 SC 13E3/A 1 scheduletoamd3.txt SCHEDULE TO AMENDMENT #3 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. 3) 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 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TRANSACTION VALUATION $30,177,000 AMOUNT OF FILING FEE -----------------$ 3,823.43*--------------------------- - -------------------------------------------------------------------------------- *Estimated for purposes of calculating the amount of the filing fee only and previously paid. The amount assumes the exchange of $30,177,000 principal amount of Trans-Lux Corporation ("Trans-Lux") 8 1/4% Limited Convertible Senior Subordinated Notes due 2012 ("New Notes") for $30,177,000 principal amount of Trans-Lux 7 1/2% Convertible Subordinated Notes due 2006 ("Old Notes"). The amount is based upon the maximum principal amount of Trans-Lux New Notes to be issued in exchange and was previously paid. [ ] 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: [ ] - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Trans-Lux Corporation ("Trans-Lux") hereby amends Schedule TO, as amended, and Schedule 13E-3, as amended, previously filed with respect to the offer by Trans-Lux , a Delaware corporation , to exchange (the "Exchange Offer") up to $30,177,000 principal amount of Trans-Lux 8 1/4% Limited Convertible Senior Subordinated Notes due 2012 (the "New Notes") for currently outstanding $30,177,000 principal amount of Trans-Lux 7 1/2% Convertible Subordinated Notes due 2006 (the "Old Notes"), at the exchange rate of $1,000 principal amount of New Notes for each $1,000 principal amount of Old Notes tendered. Subject to the terms and conditions of the Exchange Offer, Trans-Lux will issue up to $30,177,000 principal amount of New Notes in exchange for up to $30,177,000 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. 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 Old Notes, and is subject to the terms and conditions set forth in the Offering Circular, dated February 23, 2004, (the "Offering Circular"), as amended by the Supplement dated April 12, 2004 (the "Supplement") 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 were attached to Schedules TO and 13E-3 as originally filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This amendment to jointly filed 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. 2 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. This Schedule TO is combined with Schedule 13E-3 since the transaction might be deemed a "going private" transaction. Where items under Schedule 13E-3 are not part of Schedule TO, they are listed at the end of this Schedule. Where the same item is covered by both schedules, the Schedule 13E-3 reference is below the Schedule TO reference. Items 1-6 are numbered the same in both schedules. This amendment amends Items 1, 3, 4, 6, 10, 11 12 and 13 of Schedule TO and Items 1, 3, 4, 6, 7, 8, 9, 13, 15 and 16 of Schedule 13E-3. 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" as well as the information in the Supplement entitled "Extension of Exchange Offer-Summary Term Sheet" 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 and their principal occupation for the past five years is set forth below:
Name Office Age ---- ------ --- Michael R. Mulcahy President, Co-Chief Executive Officer and Director 55 Thomas Brandt Executive Vice President, Co-Chief Executive Officer 40 and Director Matthew Brandt Executive Vice President and a Director 40 Al L. Miller Executive Vice President 57 Angela D. Toppi Executive Vice President, Treasurer, Secretary and 48 Chief Financial Officer Karl P. Hirschauer Senior Vice President 58 Thomas F. Mahoney Senior Vice President 56 Steven Baruch Director 65 Richard Brandt Director 76 Howard Brenner Director 70 Jean Firstenberg Director 67 Robert Greenes Director 82 Gene Jankowski Chairman of the Board (Non-executive Officer) and 69 Director Victor Liss Director 66 Howard S. Modlin Director 72
Messrs. Mulcahy, T. Brandt, and M. Brandt, Miller, Hirschauer, Mahoney and Ms. Toppi have been associated in an executive capacity with Trans-Lux for more than five years. Mr. Steven Baruch is Executive Vice President of Presidential Realty Corporation and a producer of plays and musicals. 3 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 member of Board of Governors of the American Stock Exchange and District 10 Committee (NY) National Association of Securities Dealers Inc. Mr. Robert B. Greenes is Chairman of the Executive Committee of Trans-Lux, Chairman of National Oilheat Research Alliance, President of Petroconsult, Inc., and President of East Coast Energy Council. He was formerly President and Chief Executive Officer of Public Fuel Service Inc. and all of its subsidiaries. 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 and a Trustee and Treasurer 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 of Trans-Lux, Chairman of Jankowski Communications System, Inc. and Advisor Managing Director of Veronis Suhler & Associates Inc. He is also a Director of TV Azteca, Co-Chairman of St. Vincent's College, and Trustee of St. Vincent's Medical Center. He was formerly President and Chairman of the CBS Broadcast Group, and is Chairman Emeritus of the American Film Institute. Mr. Victor Liss is Vice Chairman of the Board and a Consultant to Trans-Lux; a Director of Anthem, Inc. and Trustee of Norwalk Hospital. 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 New Notes," "Description of Old Notes" and "Description of Capital Stock" and the information in the Supplement entitled "Extension of Exchange Offer; Summary Term Sheet' and "Other Information; 2003 Year End Results" is incorporated herein by reference. (c) All holders of Old Notes are being treated equally. 4 (d) There are no appraisal rights under Delaware law to holders of Old Notes who do not accept the Exchange Offer. (e) No special provisions have been made to grant unaffiliated holders of Trans-Lux securities including holders of Old Notes access to Trans-Lux publicly available information or other information. (f) The information set forth in the section of the Offering Circular entitled "Summary Term Sheet-Will the New Notes be Listed for Trading" is incorporated herein by reference. 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" and the Supplement entitled "Special Factors" is incorporated herein by reference. (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 Old Notes," and "Description of Capital Stock" and the sections of the Supplement entitled "Extension of Exchange Offer; Summary Term Sheet" and "Other Information; 2003 Year End Results" is incorporated herein by reference. ITEM 10. FINANCIAL STATEMENTS (Item 13 Schedule 13E-3) (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," the information set forth in the section of the Supplement entitled "Other Information; 2003 Year End Results" 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, but excluding any filings made after March 2, 2004 as no forward incorporation is permitted. ITEM 11. ADDITIONAL INFORMATION. (Item 15 Schedule 13E-3) (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 Schedule TO, Schedule 13E-3 and required amendments. (b) Trans-Lux believes the Offering Circular, as amended by the Supplement, 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. (Item 16 Schedule 13E-3) (a)(1)(F) Supplement dated April 12, 2004 filed herewith. (b)(5)(E) Press release dated April 8, 2004 filed herewith. 5 ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3. ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS (Schedule 13E-3) (a) (c) For the purposes of and reasons for the Exchange Offer the information set forth in the section of the Offering Circular entitled "Summary Term Sheet-What is the Purpose of the Exchange Offer" and the information set forth in the section of the Supplement entitled "Special Factors-Purpose of the Exchange Offer" is incorporated herein by reference. (b) The section in the Supplement entitled "Special Factors-Purpose of the Exchange Offer" is incorporated herein by reference. ITEM 8. FAIRNESS OF THE TRANSACTION (Schedule 13E-3) (a) Fairness (b) Factors considered in determining fairness (c) Approval of Security Holders (e) Approval of directors (f) Other offers The Section of the Offering Circular entitled "Summary Term Sheet-Does the Board of Directors Believe the Exchange Offer is Fair to Unaffiliated Security Holders?" and the section of the Supplement entitled "Special Factors-Fairness of the Exchange Offer" is incorporated herein by reference. (d) Unaffiliated Representative The section of the Supplement entitled "Special Factors-Fairness of the Exchange Offer" is incorporated herein by reference. ITEM 9 REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS The section of the Supplement entitled "Special Factors-Reports, Opinions and Appraisals" is incorporated herein by reference. 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: April 12, 2004 and Secretary EX-99.(A)(1)(F) 3 supplementv2.txt SUPPLEMENT TO OFFERRING CIRCULAR Exhibit 99.(a)(1)(F) SUPPLEMENT TO OFFERING CIRCULAR DATED FEBRUARY 23, 2004 TRANS-LUX CORPORATION Offer to Exchange its 8 1/4% Limited Convertible Senior Subordinated Notes due 2012 for up to $30,177,000 Principal Amount of its 7 1/2% Convertible Subordinated Notes due 2006 The information set forth in this Supplement contains both updated information as well as information set forth in documents filed with the Securities and Exchange Commission and not contained in the Offering Circular, all of which should be carefully considered by holders of Old Notes. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE NEW NOTES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS SUPPLEMENT TO THE OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. EXTENSION OF EXCHANGE OFFER; SUMMARY TERM SHEET The Exchange Offer by Trans-Lux Corporation ("Trans-Lux") for its 7 1/2% Convertible Subordinated Notes due 2006 ("Old Notes"), which commenced March 2, 2004, and the right to withdraw have been extended to 5:00 P.M. New York City time on April 14, 2004. Trans-Lux' offer to exchange has been amended to eliminate the partial tender for up to $15,000,000 principal amount of Old Notes and provide for issuance of up to $30,177,000 in New Notes in exchange for all Old Notes to the extent such Old Notes are tendered and not withdrawn prior to expiration of the Exchange Offer. To date an aggregate of $16,022,000 in Old Notes have been tendered and not withdrawn. The prices of Old Notes and Common Stock on February 20, 2004 on the front cover, page 2 and page 23 reflect the prices on the trading day before the announcement, not the commencement, of the Exchange Offer. The following question is added to the Summary Term Sheet on bottom of page 3. How Much Senior Indebtedness are the New Notes Subordinate to? At September 30, 2003 we had approximately $17.4 million of outstanding Senior Indebtedness and our subsidiaries had indebtedness and other liabilities of approximately $21.2 million. See the section of the Offering Circular entitled "Risk Factors-Subordination" and "Description of New Notes." SPECIAL FACTORS Pursuant to Rule 13e-3(e)(i) under the Securities Exchange Act of 1934, the following items (a), (b) and (c) are deemed "Special Factors" to be considered by Holders of Old Notes and inserted at the top of page 7 of the Offering Circular. (a) Purpose of the Exchange Offer The Board of Directors believes implementation of the Exchange Offer at this time when the trading price of the Common Stock is substantially below the $14.013 conversion price of the Old Notes would enable Trans-Lux to provide longer term financing. It would also eliminate future potential dilution after March 1, 2007 when the new Notes are no longer convertible. Trans-Lux alternatively considered a public offering of securities to redeem the Old Notes, but determined the timing for such offer was not feasible at this time based on discussions with investment bankers, including the cost and relatively small size of the potential offering compared to other public offerings. (b) Fairness of the Exchange Offer A majority of the Board of Directors constitutes non-employee directors. No director dissented or abstained in the vote which was unanimous. The Board of Directors believes the transaction is fair to non-affiliated Holders of Old Notes because Holders are being offered a higher rate of interest, extended maturity of their debt securities, a lower conversion price of $9.00 per share and New Notes which are senior to the Old Notes in the event of bankruptcy, liquidation or reorganization in exchange for acceptance of removal of the conversion feature after March 1, 2007. In addition, all Holders are receiving the same consideration as required by applicable rules as compared to a merger in which an affiliated security holder may have new employment relationships and might indirectly receive other consideration. The Board of Directors used their best judgment to select the interest rate based on prevailing interest rates, selected the extended maturity in light of maturities of note issues and believes approximately 6 years extension to be an appropriate time frame and likewise selected a lower conversion price based on the current trading of the Common Stock. The Board of directors also considered the negative factors disclosed as "Risk Factors" in the Offering Circular and believes the same factors apply equally to Holders who tender and Holders who do not tender except that Holders of New Notes will be senior to Holders of Old Notes in the event of liquidation. Holders who do not tender have securities which mature 6 years earlier and their risk is reduced to the extend the Exchange Offer is successful since the New Notes mature in 2012 and those amounts will not have to be repaid in 2006. On the other hand, Holders who take the increased risk of a longer maturity are receiving a higher interest rate, lower conversion price and senior position in bankruptcy, liquidation or reorganization over Old Notes. We believe the Exchange Offer is fair in light of the foregoing factors because Old Noteholders have the right to reject the Exchange Offer and are not forced to accept the New Notes. We did not consider net book value, going concern value or liquidation value or purchase price of previous Old Notes by us or affiliates in determining the fairness thereof as we believe our financial condition is strong and we did not deem net book value, going concern value or liquidation value material to a debt holder who does not share in the assets on liquidation after all creditors including Noteholders are paid nor did we receive any firm offers by unaffiliated persons for a merger of Trans-Lux with another person or sale of all substantially all our assets to another person or for sale of control of Trans-Lux during the past 18 months. We also did not deem the trading price of Old Notes as relevant or material because the Old Notes only sporadically traded over the years and, until recently, traded 15% to 20% below face value, and the $110,000 in Old Notes held by affiliates is de minimus and was purchased several year ago. No approval of a majority or unaffiliated security holders is required for the Exchange Offer. No unaffiliated representative has been retained to negotiate the terms of the Exchange Offer and/or prepare a report concerning the fairness of the transaction since Holders can refuse to tender if they do not like the terms and are not being forced to tender. We also did not deem it in the best interest of the Company or its stockholders or creditors in the absence of appraisal rights, which could otherwise trigger potential litigation, to expend the sums required for advice of a third party. (c) Reports, Opinions or Appraisals We did not receive any reports, opinions or appraisals from outside persons in considering the terms of the Exchange Offer. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION No cash payment to Holders is required to complete the Exchange Offer. The following expenses aggregating $85,000 are estimated to be incurred in connection with the Exchange Offer: SEC filing fee $ 1,900 Printing 5,000 Legal 55,000 Accounting 7,000 Exchange Agent / Trustee 12,100 Miscellaneous 4,000 2 INTEREST IN SECURITIES OF TRANS-LUX CORPORATION (a) The following table sets forth information as of January 31, 2004 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 Beneficially Percent Percent of Name, Status and Mailing Address Title of Class Owned of Class All Classes Richard Brandt.................................. Class B Stock 125,208 (1) 43.55% 9.93% Director, Consultant and beneficial owner of Common Stock 19,636 (1) 1.98% 1.53% more than 5% of Trans-Lux's Class B Stock 110 Richards Avenue Norwalk, CT 06856-5090 Matthew Brandt.................................. Class B Stock 41,700 14.50% 3.31% Director, Executive Vice President and Common Stock 11,980 (2) 1.22% * 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 14.50% 3.31% Director, Executive Vice President, Common Stock 11,354 (3) 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 Steven Baruch................................... Common Stock 1,600 (4) * * Director 110 Richards Avenue Norwalk, CT 06856-5090 Howard M. Brenner............................... Common Stock 2,000 (4) * * Director 465 Park Avenue New York, NY 10022 Jean Firstenberg................................ Common Stock 1,920 (5) * * Director 110 Richards Avenue Norwalk, CT 06856-5090 Robert B. Greenes............................... Common Stock 5,000 (6) * * Director 110 Richards Avenue Norwalk, CT 06856-5090 Gene Jankowski.................................. Common Stock 3,500 (4) * * Director and Chairman of the Board (Non-executive Officer) 110 Richards Avenue Norwalk, CT 06856-5090 Victor Liss..................................... Class B Stock 9,728 3.38% * Vice Chairman of the Board and Consultant Common Stock 11,620 (7) 1.19% * 110 Richards Avenue Norwalk, CT 06856-5090 Howard S. Modlin................................ Class B Stock 8,751 (8) 3.04% * Director Common Stock 2,500 (8) * * 445 Park Avenue New York, NY 10022-2606 3 Amount Beneficially Percent Percent of Name, Status and Mailing Address Title of Class Owned of Class All Classes Michael R. Mulcahy.............................. Common Stock 24,303 (9) 2.44% 1.90% Director, President and Co-Chief Executive Officer 110 Richards Avenue Norwalk, CT 06856-5090 Al L. Miller.................................... Common Stock 750 (10) * * Executive Vice President 110 Richards Avenue Norwalk, CT 06856-5090 Angela D. Toppi................................. Common Stock 3,000 (11) * * Executive Vice President Treasurer, Secretary and Chief Financial Officer 110 Richards Avenue Norwalk, CT 06856-5090 Karl P. Hirschauer.............................. Common Stock 2,629 (11) * * Senior Vice President 110 Richards Avenue Norwalk, CT 06856-5090 Thomas F. Mahoney............................... Common Stock 3,500 (12) * * Senior Vice President 110 Richards Avenue Norwalk, CT 06856-5090 All directors and executive officers............ Class B Stock 227,087 (13) 78.99% 18.01% as a group (15 persons) Common Stock 105,292 (13) 9.98% 7.85% (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 7,136 shares of Common Stock acquirable upon conversion of $100,000 principal amount of the Old Notes. (2) The amount includes 11,500 shares of Common Stock acquirable upon exercise of stock options. Mr. M. Brandt is Mr. R. Brandt's son. (3) The amount includes 10,000 shares of Common Stock acquirable upon exercise of stock options. Mr. T. Brandt is Mr. R. Brandt's son. (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. (6) The amount includes 2,500 shares of Common Stock acquirable upon exercise of stock options. (7) The amount includes 1,500 shares of Common Stock acquirable upon exercise of stock options, and 714 shares of Common Stock acquirable upon conversion of $10,000 principal amount of the Old Notes. (8) 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. (9) The amount includes 21,000 shares of Common Stock acquirable upon exercise of stock options. (10) The amount includes 139 shares of Common Stock acquirable upon exercise of stock options. (11) The amount includes 2,000 shares of Common Stock acquirable upon exercise of stock options. 4 (12) The amount includes 3,400 shares of Common Stock acquirable upon exercise of stock options. (13) The amount includes 10,171 shares of Class B Stock set forth in footnotes 1 and 8 above, 7,850 shares of Common Stock acquirable upon conversion of the Old Notes set forth in footnotes 1 and 7 above, and 74,039 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%
Neither Trans-Lux nor any officers or directors of Trans-Lux had transaction in the Old Notes during the 60 days preceding either February 23, 2004, the date of the Offering Circular or March 2, 2004, the commencement of the Exchange Offer. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED Trans-Lux will pay all the expenses of making the Exchange Offer, including the fees of the Exchange Agent. Trans-Lux will also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses in forwarding copies of the Offering Circular and related documents for the beneficial owners of Old Notes held in their names or in forwarding tenders for their customers. Trans-Lux has not retained any dealer-manager or similar agent in connection with the Exchange Offer and will not make any payments to brokers, dealers or others for soliciting tenders for the Exchange Offer. DIRECTORS AND EXECUTIVE OFFICERS OF THE OFFEROR Trans-Lux is the filing person and subject company of the Exchange Offer. The following persons are the directors and/or executive officers of Trans-Lux and set forth below is their name, title, age and principal occupation for the past five years:
Name Office Age ---- ------ --- Michael R. Mulcahy President, Co-Chief Executive Officer and Director 55 Thomas Brandt Executive Vice President, Co-Chief Executive Officer 40 and Director Matthew Brandt Executive Vice President and a Director 40 Al L. Miller Executive Vice President 57 Angela D. Toppi Executive Vice President, Treasurer, Secretary and 48 Chief Financial Officer Karl P. Hirschauer Senior Vice President 58 Thomas F. Mahoney Senior Vice President 56 Steven Baruch Director 65 Richard Brandt Director 76 Howard M. Brenner Director 70 Jean Firstenberg Director 67 Robert B. Greenes Director 82 Gene Jankowski Chairman of the Board (Non-executive Officer) and 69 Director Victor Liss Director 66 Howard S. Modlin Director 72
Messrs. Mulcahy, T. Brandt, and M. Brandt, Miller, Hirschauer, Mahoney and Ms. Toppi have been associated in an executive capacity with Trans-Lux for more than five years. Mr. Steven Baruch is Executive Vice President of Presidential Realty Corporation and a producer of plays and musicals. 5 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 member of Board of Governors of the American Stock Exchange and District 10 Committee (NY) National Association of Securities Dealers Inc. Mr. Robert B. Greenes is Chairman of the Executive Committee of Trans-Lux, Chairman of National Oilheat Research Alliance, President of Petroconsult, Inc., and President of East Coast Energy Council. He was formerly President and Chief Executive Officer of Public Fuel Service Inc. and all of its subsidiaries. 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 and a Trustee and Treasurer 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 of Trans-Lux, Chairman of Jankowski Communications System, Inc. and Advisor Managing Director of Veronis Suhler & Associates Inc. He is also a Director of TV Azteca, Co-Chairman of St. Vincent's College, and Trustee of St. Vincent's Medical Center. He was formerly President and Chairman of the CBS Broadcast Group, and is Chairman Emeritus of the American Film Institute. Mr. Victor Liss is Vice Chairman of the Board and a Consultant to Trans-Lux; a Director of Anthem, Inc. and Trustee of Norwalk Hospital. 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. OTHER AGREEMENTS BETWEEN TRANS-LUX CORPORATION AND ITS SECURITYHOLDERS 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 and a Non-employee Director Stock Option Plan under which non-qualified stock options may be granted to non-employee directors. Approximately 20 employees currently hold options to purchase 55,539 shares of Trans-Lux Common Stock at prices ranging from $5.40 per share to $15.1875 per share and expiration dates ranging from May 18, 2004 to June 26, 2012. The option plan provides that options must be granted at an exercise price equal to the average high and low 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 Continental Stock Transfer and Trust Company are parties to Indentures governing the Old Notes and Trans-Lux' 9 1/2% Subordinated Debentures due 2012. 6 CONDITIONS OF THE EXCHANGE OFFER (P. 19) This section has been shortened to read in its entirety as follows: "Conditions of the Exchange Offer The Company will not be required to issue New Notes in respect of any properly tendered Old Notes not accepted and may amend or terminate the Exchange Offer (by oral or written notice to the Exchange Agent and by timely public announcement communicated, unless otherwise required by applicable law or regulation, by making a release to the Dow Jones News Service, the substance of which is carried over the Dow Jones Broad Tape) if any material change occurs which is reasonably likely to adversely affect the Exchange Offer or the value or market price of the Old Notes including, but not limited to the following: (a) the Exchange Offer is determined to violate any applicable law or any applicable interpretation of the staff of the Securities Exchange Commission; or (b) there shall occur any development in any pending action or proceeding, which, in the reasonable judgment of the Company, would or is likely to (i) have an adverse effect on the business of the Company, or (ii) prohibit, restrict or delay consummation of the Exchange Offer. (c) there shall occur any general suspension of, or limitation on prices for, trading in securities on the AMEX; (d) there shall occur any change, or development involving a prospective change, which has had or is likely to have a material adverse effect on the business of the Company or the Exchange Offer. The foregoing conditions are for the sole benefit of the Company and must be satisfied or waived by the Company, in whole or in part, in its sole discretion, other than those dependent upon receipt of government regulating approval, prior to expiration of the Exchange Offer. Any determination made by the Company concerning an event described or referred to above will be final and binding on all parties to the Exchange Offer. The Company expressly reserves the right to terminate or amend the Exchange Offer and not accept for exchange any Old Note upon the occurrence of any of the foregoing conditions." OTHER INFORMATION; 2003 YEAR END RESULTS All holders of Old Notes are being treated equally. There are no appraisal rights applicable to a debt for debt exchange. No provisions have been made to grant unaffiliated security holders access to Trans-Lux files. We are not incorporating by reference any documents filed with the Securities Exchange Commission after March 2, 2004. Requests for information publicly available may be made to Ms. Angela D. Toppi, Secretary. As stated on page 6 of the Offering Circular, New Notes will be delivered promptly following expiration of the Exchange Offer. 7 On March 24, 2004, Trans-Lux issued its financial results for the fourth quarter of Fiscal 2003 and 2003 year end results as follows:
THREE MONTHS ENDED TWELVE MONTHS ENDED DECEMBER 31 DECEMBER 31 ---------------------- ----------------------- (In thousands, except per share data) 2003 (1) 2002 2003 (1) 2002 ---------------------- ----------------------- Revenues $13,363 $16,727 $57,574 $74,891 ---------------------- ----------------------- Net income $116 $137 $1,054 $428 Calculation of EBITDA - add: Interest expense, net 918 1,079 3,809 4,401 Provision for income taxes (130) (26) 846 212 Depreciation and amortization 2,450 2,653 9,983 10,247 ---------------------- ----------------------- EBITDA (2) $3,354 $3,843 $15,692 $15,288 Earnings per share: Basic $0.10 $0.11 $0.84 $0.34 Diluted $0.10 $0.11 $0.70 $0.34 Average common shares outstanding: Basic 1,261 1,261 1,261 1,261 Diluted (3) 1,261 1,261 3,421 1,261 (1) During the first quarter of 2003, the Company sold its Custom Sports business and is therefore posting lower revenues since there were no further sales from Custom Sports after the first quarter of 2003. During the second quarter of 2003, the Company sold a vacant parcel of land adjacent to its headquarters. (2) EBITDA is defined as earnings before effect of interest, income taxes, depreciated and amortization. EBITDA is presented here because it is a widely accepted financial indicator of a company's ability to service and/or incur indebtedness. However, EBITDA should not be considered as an alternative to net income or cash flow data prepared in accordance with generally accepted accounting principles or as a measure of a company's profitability or liquidity. The Company's measure of EBITDA may not be comparable to similarly titled measures reported by other companies. (3) The three months ended December 31, 2003 and the three and twelve months ended December 31, 2002 diluted earnings per share calculations do not include the assumed conversion of the Company's 7 1/2% convertible subordinated notes, as the effect is antidilutive.
The date of this Supplement is April 12, 2004. 8 EX-99.(B)(5)(E) 4 prsrlse040804.txt PRESS RELEASE DATED 04/08/04 Exhibit 99.(b)(5)(E) FOR IMMEDIATE RELEASE For Further Information Contact: Angela D. Toppi Executive Vice President & CFO 203/853-4321 atoppi@trans-lux.com TRANS-LUX CLARIFIES RIGHTS OF HOLDERS IN EXCHANGE OFFER OF 7 1/2% CONVERTIBLE SUBORDINATED NOTES DUE 2006 IN EFFECT UNTIL EXPIRATION DATE NORWALK, CT, April 8, 2004 - Trans-Lux Corporation (AMEX:TLX) (the "Company), a leading supplier of programmable electronic information displays and owner/operator of cinemas, clarifies the rights of Holders pursuant to its press release dated April 1, 2004 in connection with its 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 Company is pleased to announce that it has received in excess of the $15,000,000 maximum principal amount of tenders that it initially announced it will accept in the Exchange Offer. The Company has decided that it will now issue New Notes in exchange for all Old Notes tendered until the expiration of the Exchange Offer, which has been extended until 5:00 P.M. New York City time on April 14, 2004, and not withdrawn. All Holders have the right to tender Old Notes until the new expiration date, and Holders who have tendered their Old Notes continue to have the right to withdraw until the new expiration date. This announcement is not an offer to purchase nor a solicitation of an offer to purchase with respect to any securities. The offer is made solely by, and subject to the terms and conditions set forth in, the Offering Circular, the related Letter of Transmittal and the Supplement which is being mailed, which Supplement will also be posted on the Company website www.trans-lux.com, which should be read carefully by Noteholders before making any decision with respect to the Exchange Offer because they contain important information. The Offering Circular, the related Letter of Transmittal and certain other documents were sent to all Holders of Old Notes, at no expense to them and the Supplement will likewise be sent. The Tender Offer statement (including the Offering Circular, the related Letter of Transmittal and all other Offer documents filed with the Securities and Exchange Commission including amendments thereto) is also available at no charge at the Securities and Exchange Commission's website at http://www.sec.gov. Holders of the Notes can also obtain copies of the Offering Circular, the related Letter of Transmittal and all other Offer documents, including amendments thereto from the Company from Ms. Angela D. Toppi, Executive Vice President and Secretary by calling the Company at (203) 853-4321 or email at atoppi@trans-lux.com. 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. ### Trans-Lux / 2 -----END PRIVACY-ENHANCED MESSAGE-----