-----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, OWrMR1pY2YDxS47xk2vWnvTS5MT92oAhLMlq7TPqhi++erYIwlpYtjf58pa4zILF drEkQaM/cJlxZSXJA3IUbA== 0000099106-07-000002.txt : 20070214 0000099106-07-000002.hdr.sgml : 20070214 20070214171721 ACCESSION NUMBER: 0000099106-07-000002 CONFORMED SUBMISSION TYPE: SC TO-I PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-32729 FILM NUMBER: 07622669 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 TO-I 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 TO-I 1 schedule_to.txt SCHEDULE TO 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 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 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: [ ] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 2 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. 3 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. 4 (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
5
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. 6 (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. 7 (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 8 EX-99.A.1.A 2 circular.txt OFFERING CIRCULAR OFFERING CIRCULAR - ----------------- TRANS-LUX CORPORATION Offer to Exchange up to 1,197,000 Shares of its Common Stock for up to $9,000,000 Principal Amount of its 8 1/4% Limited Convertible Senior Subordinated Notes due 2012 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME ON MARCH 15, 2007 UNLESS EXTENDED Trans-Lux Corporation (the "Company" or "Trans-Lux") hereby offers (the "Exchange Offer") upon the terms and conditions stated in this Offering Circular and in the accompanying Letter of Transmittal 133 shares of its Common Stock (the "Common Stock") (CUSIP No. 893247) in exchange for each $1,000 principal amount of its 8 1/4% Limited Convertible Senior Subordinated Notes due March l, 2012 (CUSIP No. 893247 AE6) (the "8 1/4% Notes"). Subject to the terms and conditions of the Exchange Offer, we will accept for exchange from the holders (the "Noteholders") up to an aggregate of $9,000,000 principal amount of the 8 1/4% Notes properly tendered and not withdrawn prior to the expiration of the Exchange Offer. If more than $9,000,000 principal amount of the 8 1/4% Notes are tendered, all tenders will be accepted pro rata unless the Company elects to accept all such 8 1/4% Notes tendered. Noteholders who tender will still receive the regularly scheduled semi-annual interest payment on March 1, 2007. (See the section of this Offering Circular entitled "The Exchange Offer-Conditions of the Exchange Offer.") Subject to applicable securities laws and the terms set forth in this Offering Circular, we reserve the right to waive any and all conditions of the Exchange Offer. The 8 1/4% Notes are debt instruments which pay interest, mature in 2012, are convertible into Common Stock at a conversion price of $9.00 per share only until March 1, 2007 and are senior to the Company's 9 1/2% Subordinated Debentures due 2012. The Common Stock is an equity security which pays dividends, if and when declared by the Board of Directors. (See the section of this Offering Circular entitled "Summary of the Exchange Offer" for differences between the 8 1/4% Notes and the Common Stock.) On February 13, 2007, the last sale prices of the 8 1/4% Notes and the Common Stock on the American Stock Exchange were $99.00 per $1,000 principal amount and $8.39 per share, respectively. For a more complete description of the Common Stock we will issue in the Exchange Offer, see the section of this Offering Circular entitled "Description of Capital Stock." A director of the Company who owns $120,000 of the 8 1/4% Notes has indicated he will tender $20,000 of his 8 1/4% Notes. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ___________________ HOW TO EXCHANGE Tendering Noteholders must either (i) complete and sign the accompanying Letter of Transmittal, have their signatures guaranteed, if required, and forward the Letter of Transmittal with their certificate(s) and other required documentation to Wells Fargo, Bank, N.A., the Exchange Agent, at the address set forth herein, or (ii) request their brokers, dealers, banks or trust companies to effect the transaction for them, or (iii) follow the procedures for guaranteed delivery, in each case, prior to 5:00 P.M. New York City time on March 15, 2007. (See the section of this Offering Circular entitled "The Exchange Offer-How to Tender 8 1/4% Notes.") ___________________ Questions regarding the Exchange Offer or requests for information may be directed to the Company at (203) 853-4321 (call Ms. Angela D. Toppi, Secretary) or e-mail to atoppi@trans-lux.com. ___________________ The date of this Offering Circular is February 14, 2007 The Exchange Offer is being made by the Company in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended, afforded by Section 3(a)(9) thereof. The Company therefore, will not pay any commission or other remuneration to any broker, dealer, salesperson or other person for soliciting tenders of the 8 1/4% Notes. However, regular employees of the Company (who will not be additionally compensated therefor) may solicit tenders and will answer inquiries concerning the Exchange Offer. Tendering 8 1/4% Noteholders will not be obligated to pay brokerage commissions on the exchange. No person is authorized by the Company to give any information or to make any representation, in connection with the offering made hereby, other than as contained in this Exchange Offer including the documents incorporated by reference in this Offering Circular. This Exchange Offer does not constitute an offer by the Company in any jurisdiction to any person to whom such offer would be unlawful in such jurisdiction. This Exchange Offer speaks as of its date of issue. Neither delivery hereof nor any exchanges made hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Company since the date hereof. Statements contained in this Exchange Offer concerning the contents of any documents are not necessarily complete; with respect to each such document, copies are available for inspection at the Company's executive office. Reference is hereby made to such documents for a more complete description of the matter involved and each such statement shall be deemed to be qualified in its entirety by such reference. Holders of 8 1/4% Notes should consult their own attorney, financial advisor or tax advisor as to legal, financial or tax advice with respect to the Exchange Offer. In general, the exchange of Common Stock for 8 1/4% Notes should constitute a tax-free recapitalization for Federal income tax purposes (see the section of this Offering Circular entitled "The Exchange Offer-Tax Consequences"). -i- TABLE OF CONTENTS Page SUMMARY TERM SHEET.................................................... 1 TERMS OF THE EXCHANGE OFFER........................................... 7 OTHER INFORMATION..................................................... 8 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION..................... 8 SUMMARY HISTORICAL AND PRO FORMA FINANCIAL INFORMATION SUMMARY CONSOLIDATED FINANCIAL DATA.................................. 9 Consolidated Statement of Operations Data............................ 9 Ratio of Earnings to Fixed Charges................................... 10 Consolidated Balance Sheet Data...................................... 10 CAPITALIZATION........................................................ 11 RISK FACTORS.......................................................... 12 Limited Trading Volume and Volatility of Stock Price................. 12 Shares Eligible for Future Sale...................................... 12 Leverage............................................................. 12 Subordination........................................................ 12 Risks Related to a Repurchase Event.................................. 13 Reliance on Key Suppliers............................................ 13 Competition.......................................................... 13 Nature of Leasing and Maintenance Revenues........................... 14 Dependence on Key Personnel.......................................... 14 Effect of Certain Anti-Takeover Provisions and Control by Existing Stockholdes.......................................................... 14 INTEREST IN SECURITIES OF TRANS-LUX CORPORATION....................... 15 PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED............... 17 DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY....................... 18 OTHER AGREEMENTS BETWEEN THE COMPANY AND ITS SECURITY HOLDERS......... 19 THE EXCHANGE OFFER.................................................... 20 Terms of the Exchange Offer.......................................... 20 Principal Differences Between the 8 1/4% Notes and the Common Stock.. 20 Interest and Dividends............................................... 20 Limited Convertibility............................................... 20 Redemption and Sinking Funds......................................... 20 Maturity............................................................. 20 Subordination........................................................ 20 Subsequent Trading in Securities Exchanged........................... 20 Purpose of the Exchange Offer........................................ 21 Tax Consequences..................................................... 21 Expiration and Extension of the Exchange Offer....................... 21 Conditions of the Exchange Offer..................................... 21 How to Tender 8 1/4% Notes........................................... 22 Terms and Conditions of the Letter of Transmittal.................... 23 Withdrawal of Tenders................................................ 24 Acceptance of Tenders of 8 1/4% Notes; Delivery of Common Stock...... 24 Exchange Agent....................................................... 24 Payment of Expenses.................................................. 24 PRICE RANGE OF 8 1/4% NOTES AND COMMON STOCK AND DIVIDENDS ON COMMON STOCK................................................................. 25 USE OF PROCEEDS....................................................... 25 DESCRIPTION OF 8 1/4% NOTES........................................... 26 General.............................................................. 26 Conversion Rights.................................................... 26 Subordination........................................................ 28 Optional Redemption.................................................. 29 Events of Default.................................................... 29 Consolidation, Merger and Sale of Assets............................. 30 -ii- Page Modification and Waiver.............................................. 31 Repurchase at Option of Holders Upon a Repurchase Event.............. 31 Satisfaction and Discharge........................................... 33 Reports.............................................................. 33 Governing Law........................................................ 33 Information Concerning the Trustee................................... 33 DESCRIPTION OF CAPITAL STOCK.......................................... 35 Common Stock......................................................... 35 Class B Stock........................................................ 35 Class A Stock........................................................ 36 Preferred Stock...................................................... 36 Delaware Anti-Takeover Law........................................... 36 Limitation of Liability and Indemnification Matters.................. 37 Special Voting Requirements.......................................... 37 Transfer Agent and Registrar......................................... 38 INCORPORATION OF DOCUMENTS BY REFERENCE............................... 38 INFORMATION AND LETTER OF TRANSMITTAL REQUESTS...................... Back Cover -iii- SUMMARY TERM SHEET Through this Offering Circular and the enclosed Letter of Transmittal, we are offering to exchange up to 1,197,000 shares of Common Stock (the "Common Stock") for each $1,000 principal amount of our 8 1/4% Limited Convertible Senior Subordinated Notes due March 1, 2012 (the "8 1/4% Notes") for tenders of up to $9,000,000 principal amount of the outstanding 8 1/4% Notes. The following are some of the questions you may have as a Holder of the 8 1/4% Notes and answers to those questions. The following summary highlights selected information from this Offering Circular, but may not contain all the information you will need to make a decision regarding whether or not to tender your 8 1/4% Notes and accept our Common Stock in exchange. This Offering Circular includes specific terms of the Exchange Offer including a description of the 8 1/4% Notes, the Common Stock and some financial data. We encourage you to carefully read this Offering Circular and the related documents to which we refer you in their entirety, including the discussion of risks and uncertainties affecting our business included in the section of the Offering Circular entitled "Risk Factors" beginning on page 12. Who Is Making the Exchange Offer? Trans-Lux Corporation, a Delaware corporation, is making the Exchange Offer. We are a worldwide full-service provider of integrated multimedia systems for communication environments. The essential elements of these systems are the real-time, programmable electronic information displays we manufacture, distribute and service. Those displays are designed to meet the evolving communication needs of both the indoor and outdoor markets and are used primarily in applications for financial, banking, gaming, corporate, transportation, entertainment and sports industries and markets. In addition to our display business, we own and operate a chain of motion picture theatres in the western Mountain States. Founded 87 years ago, we are the oldest listed company on the American Stock Exchange, where our common stock has traded under the symbol "TLX" since 1925. Our headquarters are located at 110 Richards Avenue, Norwalk, Connecticut 06856-5090, our telephone number is (203) 853-4321 and our website address is www.trans-lux.com. For more information concerning Trans-Lux, see the section of this Offering Circular entitled "Incorporation of Documents by Reference." Neither we nor any of our subsidiaries or any of our other affiliates or directors had any transactions in the 8 1/4% Notes in the two year period preceding the Exchange Offer except as follows: On April 14, 2004 in an exchange offer of 8 1/4% Notes for 7 1/2% Convertible Subordinated Notes due 2006 ("7 1/2% Notes") (the "2004 Exchange Offer") we issued $17,868,000 of 8 1/4% Notes in exchange for $17,868,00 0 of the 7 1/2% Notes, including an aggregate of $110,000 of 7 1/2% Notes tendered by Messrs Richard Brandt ($100,000) and Victor Liss ($10,000), two directors, in exchange for $110,000 of the 8 1/4% Notes. In addition, Mr. Brandt and Mr. Liss each purchased $20,000 of the 7 1/2% Notes on July 26, 2004 and July 29, 2004, respectively, subsequent to the expiration of the 2004 Exchange Offer and on March 6, 2006, each tendered such 7 1/2% Notes for 8 1/4% Notes in an another exchange offer. Mr. Brandt, who holds $120,000 of the 8 1/4% Notes has indicated he will tender $20,000 of his 8 1/4% Notes for Common Stock in this Exchange Offer. What Class and Amounts of Securities Are Sought in the Exchange Offer? We are offering to exchange our Common Stock for up to $9,000,000 of the 8 1/4% Notes. If more than $9,000,000 of the 8 1/4% Notes are tendered, all tenders will be accepted pro rata unless the Company elects to accept all such tendered 8 1/4% Notes. The Exchange Offer is subject to our right to extend the Exchange Offer in our sole and absolute discretion and amend or terminate the Exchange Offer if the conditions set forth in the section of this Offering Circular entitled "The Exchange Offer-Conditions of the Exchange Offer" are not satisfied. For more information regarding the terms of the Exchange Offer, see the section of this Offering Circular entitled "The Exchange Offer." What Securities Is Trans-Lux Offering to Issue in Exchange for My 8 1/4% Notes? We are offering to issue 133 shares of our Common Stock in exchange for each $1,000 principal amount of our 8 1/4% Limited Convertible Senior Subordinated Notes due 2012 that are properly tendered and not withdrawn subject to the maximum limitations of the Exchange Offer. On February 13, 2007, the day before commencement of the Exchange Offer, the last sales price of the 8 1/4% Notes on the American Stock Exchange was $99.00 per 8 1/4% Note and the last reported price of our Common Stock into which the 8 1/4% Notes are convertible until March 1, 2007 was $8.39 per share. The Common Stock has the following characteristics. . The shares of Common Stock are entitled to one (1) vote per share on all matters submitted to stockholders. The holders of Common Stock are entitled to vote separately as a class on all matters requiring an amendment to the Company's Certificate of Incorporation, as well as on mergers, consolidations and certain other significant transactions for which stockholder approval is required under Delaware law. Holders of the Common Stock do not have preemptive rights or cumulative voting rights. . Dividends on the Common Stock will be paid if, and when declared. . In the event of liquidation or insolvency, the Common Stock is entitled to receive the entire net assets of the Company remaining after payment of all debts and other claims of creditors and after the holders of each series of Preferred Stock, if any, have been paid the preferred liquidating distribution on their shares, if any, as fixed by the Board of Directors of the Company. The Common Stock is not convertible into shares of any other equity security of the Company. If you tender 8 1/4% Notes in this Exchange Offer, and the Exchange Offer is consummated, you will receive the regularly scheduled semi-annual interest payment on the 8 1/4% Notes on March 1, 2007, but no further interest will accrue or be paid on your tendered 8 1/4% Notes. For more information describing the 8 1/4% Notes, see the section of this Offering Circular entitled "Description of 8 1/4% Notes," and for more information describing the Common Stock, see the section of this Offering Circular entitled "Description of Capital Stock." How Do the Terms of the Common Stock Compare to the Terms of the 8 1/4% Notes? Following is a comparison of the Common Stock and the 8 1/4% Notes: . The Common Stock pays dividends only as, if and when declared by the Board of Directors. Previous quarterly dividends of 3 1/2 cents per share were not declared at the September and December 2006 Board meetings in order to conserve cash because the Company's 7 1/2% Notes were redeemed in June 2006. The interest rate of the 8 1/4% Notes is 8.25% or $82.50 annually per $1,000 principal amount payable semi-annually. . The Exchange Offer is in effect offering Common Stock at a price of approximately $7.52 per share or below both the present trading price and conversion price of the 8 1/4% Notes. The Common Stock is not convertible into any other security. The conversion rate on the 8 1/4% Notes is $9.00 per share per $1,000 principal amount or 111 shares of Common Stock. The 8 1/4% Notes are convertible only until March 1, 2007, after which the 8 1/4% Notes will no longer be convertible into Common Stock. . The Common Stock is not redeemable. The 8 1/4% Notes are redeemable by the Company at 102% of principal amount, declining to 101% on March 1, 2007, and 100% on March 1, 2008 and thereafter, and at maturity, respectively. -2- . In the event of liquidation, dissolution or winding up of the Company, the 8 1/4% Notes and all other indebtedness of the Company must be paid in full before holders of Common Stock receive any distributions. . Neither the 8 1/4% Notes nor the Common Stock have a sinking fund for the purpose of retiring any part of such indebtedness prior to maturity or such equity interest at any time. How Much Senior Indebtedness are the 8 1/4% Notes Subordinate to? At September 30, 2006 we had approximately $18.9 million of outstanding Senior Indebtedness and our subsidiaries had indebtedness and other liabilities of approximately $23.8 million. See the sections of this Offering Circular entitled "Risk Factors-Subordination" and "Description of 8 1/4% Notes." What Is the 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 $9.00 conversion price of the 8 1/4% Notes would enable it to eliminate debt and interest payments and strengthen the Company's balance sheet while providing Noteholders with opportunity to receive an equity interest in the Company which may enable them to participate in any distribution of profits and possible growth in the value of their holdings. See the section of this Offering Circular entitled "Risk Factors." What Risks Should I Consider In Deciding Whether or Not to Tender My 8 1/4% Notes? In deciding whether to participate in the Exchange Offer, you should carefully consider the discussion of risks and uncertainties affecting our business in the section of this Offering Circular entitled "Risk Factors." Are We Able to Issue the Common Stock? Yes. The Common Stock we will issue in the Exchange Offer does not require stockholder approval. The Exchange Offer is being made in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended ("Securities Act") and the shares of Common Stock have not been registered with the Securities and Exchange Commission ("SEC"). Accordingly, we are not required to have an effective registration statement on file with the SEC to register the issuance of the Common Stock in the Exchange Offer, and, as a result, the issuance of the shares of Common Stock need not be delayed pending SEC review of a registration statement. Therefore, provided that none of the events set forth in the section of this Offering Circular entitled "The Exchange Offer-Conditions of the Exchange Offer" has occurred and unless terminated by us, we intend to issue Common Stock for properly tendered 8 1/4% Notes promptly following the expiration of the Exchange Offer. For more information concerning the timing of the issuance of the Common Stock in the Exchange Offer, see the section of this Offering Circular entitled "The Exchange Offer-Acceptance of Tenders of 8 1/4% Notes; Delivery of Common Stock." What are the Conditions of the Exchange Offer? The Exchange Offer is being made in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act and has not been registered with the SEC. The Exchange Offer is subject to a number of customary conditions, any or all of which we may waive. If any of these conditions are not satisfied, we will not be obligated to accept and exchange any properly tendered 8 1/4% Notes. For more information regarding the conditions of the Exchange Offer, see the section of this Offering Circular entitled "The Exchange Offer-Conditions of the Exchange Offer." -3- Will Trans-Lux Receive Any Cash Proceeds From the Exchange Offer? No. We will not receive any cash proceeds from the Exchange Offer. How long do I have to Decide Whether to Tender? You will have until 5:00 p.m., New York City time, on March 15, 2007 to tender your 8 1/4% Notes. If you cannot deliver your 8 1/4% Note Certificates and the other documents required to make a valid tender by that time, you may be able to use a guaranteed delivery procedure. For more information regarding the time period for tendering your 8 1/4% Notes, including the use of a guaranteed delivery procedure, see the sections of this Offering Circular entitled "The Exchange Offer-Terms of the Exchange Offer; Terms and Conditions of the Letter of Transmittal" and "How to Tender 8 1/4% Notes." Can the Exchange Offer be Extended or Amended and Under What Circumstances? We can extend the Exchange Offer in our sole and absolute discretion, and we reserve the right to do so. During an extension of the Exchange Offer, 8 1/4% Notes that were previously tendered and not withdrawn will remain subject to the extended Exchange Offer. In addition, we expressly reserve the right to amend the Exchange Offer, and not to accept any 8 1/4% Notes if any of the events described in the section of this Offering Circular entitled "The Exchange Offer-Conditions of the Exchange Offer" are not satisfied. For more information regarding our right to extend or amend the Exchange Offer, see the sections of this Offering Circular entitled "The Exchange Offer-Terms of the Exchange Offer" and "How to Tender 8 1/4% Notes." How Will I be Notified if the Exchange Offer is Extended or Amended? If we extend or amend the Exchange Offer, we will issue a press release or another form of public announcement. In the case of an extension, a release or announcement will be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date of the Exchange Offer. For more information regarding notification of extensions or amendments of the Exchange Offer, see the sections of this Offering Circular entitled "The Exchange Offer-Terms of the Exchange Offer" and "Expiration and Extension of the Exchange Offer." How do I Tender my 8 1/4% Notes? If 8 1/4% Notes are held in certificated form, they must be tendered by delivering the certificates representing your 8 1/4% Notes, together with a completed Letter of Transmittal and any other documents required by the Letter of Transmittal, to the Exchange Agent, not later than the time the Exchange Offer expires. If the 8 1/4% Notes are held in street name (that is, through a broker, dealer or other nominee), the 8 1/4% Notes can be tendered by your nominee through The Depository Trust Company, or DTC. If your 8 1/4% Notes are held by a broker, you should receive instructions from your broker on how to participate in the Exchange Offer. If you do not receive instructions, you should contact your broker. If you cannot provide the Exchange Agent with all of the required documents prior to the expiration of the Exchange Offer, you may obtain additional time to do so by submitting a notice of guaranteed delivery to the Exchange Agent, which must be certified by a broker, bank or other fiduciary that is a member of the Securities Transfer Agent Medallion Program or another eligible institution guarantee. You are also required to guarantee that these items will be received by the Exchange Agent within three American Stock Exchange trading days, and for your tender to be valid, the Exchange Agent must receive the missing items within that three trading-day period. For more information regarding the procedures for tendering your 8 1/4% Notes, see the section of this Offering Circular entitled "The Exchange Offer-How to Tender 8 1/4% Notes." -4- Can I Tender Only a Portion of my 8 1/4% Notes? Yes. This is a voluntary Exchange Offer, which means that you may tender some, all or none of your 8 1/4% Notes in the Exchange Offer. If you have a certificate that represents more than the principal amount of the 8 1/4% Notes you wish to tender, you may specify on the Letter of Transmittal how much principal amount of the 8 1/4% Notes is to be tendered and how much is to be returned to you. Any amount that you are not tendering but that is represented by certificates sent in to the Exchange Agent will be returned to you. See the section of this Offering Circular entitled "The Exchange Offer-How to Tender 8 1/4% Notes." What Should I do if I Want to Retain my 8 1/4% Notes? Nothing, if you are not tendering any of your 8 1/4% Notes in the Exchange Offer. However, if you are tendering some, but not all, of your 8 1/4% Notes in the Exchange Offer, and the amount you wish to tender is represented by the same certificate as the amount you wish to retain, you will need to give certain instructions to the Exchange Agent as provided for in the instructions to the Letter of Transmittal. What Happens if More than $9,000,000 Principal Amount of 8 1/4% Notes are Tendered? If more than an aggregate of $9,000,000 principal amount of 8 1/4% Notes are tendered in the Exchange Offer, all 8 1/4% Notes that are validly tendered will be accepted for exchange on a pro rata basis. Proration will be based on the amount of 8 1/4% Notes that each Holder has tendered in the Exchange Offer, and not on that Holder's aggregate ownership of 8 1/4% Notes. Any 8 1/4% Notes not accepted for exchange as a result of proration will be returned to tendering Holders. Trans-Lux is expecting to announce any final proration factor within seven business days after the Expiration Date. When Will I Receive the Common Stock in Exchange for my 8 1/4% Notes? Subject to the satisfaction or waiver of all conditions of the Exchange Offer, and assuming we have not previously elected to withdraw or amend the Exchange Offer, we will accept for exchange your 8 1/4% Notes that are properly tendered and not withdrawn prior to the expiration of the Exchange Offer at 5:00 p.m., New York City time, on March 15, 2007. Promptly following this date, Common Stock will be delivered by our transfer agent in exchange for the 8 1/4% Notes tendered. For more information regarding our obligation to issue the Common Stock in exchange for tendered 8 1/4% Notes, see the section of this Offering Circular entitled "The Exchange Offer-Acceptance of Tenders of 8 1/4% Notes; Delivery of Common Stock." What Happens if my 8 1/4% Notes are not Accepted for Exchange? If we decide for any reason not to accept any 8 1/4% Notes, we will return the 8 1/4% Notes to the registered Holder at our expense promptly after the expiration or termination of the Exchange Offer. For more information regarding the withdrawal of tendered 8 1/4% Notes, see the sections of this Offering Circular entitled "The Exchange Offer-Terms of Exchange Offer and Withdrawal of Tenders." Until When may I Withdraw Previously Tendered 8 1/4% Notes? You may withdraw previously tendered 8 1/4% Notes at any time until the Exchange Offer has expired. If we have not agreed to accept your 8 1/4% Notes for exchange by March 15, 2007, you may withdraw them at any time after that date until we accept your 8 1/4% Notes for exchange. For more information regarding your right to withdraw tendered 8 1/4% Notes, see the section of this Offering Circular entitled "The Exchange Offer-Withdrawal of Tenders." -5- How do I Withdraw Previously Tendered 8 1/4% Notes? To withdraw previously tendered 8 1/4% Notes you are required to deliver, which you may do by facsimile, a written notice of withdrawal to the Exchange Agent, with all the information required by the notice of withdrawal. For more information regarding the procedures for withdrawing tendered 8 1/4% Notes, see the section of this Offering Circular entitled "The Exchange Offer-Withdrawal of Tenders." What are the United States Federal Income Tax Consequences to me if I Participate in the Exchange Offer? In general, the exchange of Common Stock for 8 1/4% Notes should constitute a tax-free recapitalization for Federal income tax purposes. No gain or loss should be recognized by exchanging 8 1/4% Notes as a result of their exchange. (See the section of this Offering Circular entitled "The Exchange Offer-Tax Consequences.") Where are the Common Stock and 8 1/4% Notes Trading? The 8 1/4% Notes are listed on the American Stock Exchange ("AMEX") under the symbol TLX.D. If, as a result of this Exchange Offer the principal amount of the 8 1/4% Notes or the distribution and number of 8 1/4% Noteholders should fall below such Exchange's minimum standards for listed securities, the 8 1/4% Notes might be delisted by the AMEX, in which event it would be likely that the 8 1/4% Notes would be traded in the over-the-counter market, see the section of this Offering Circular entitled "The Exchange Offer-Subsequent Trading in Securities Exchanged." The Common Stock is listed on the AMEX. Who can I talk to if I have Questions about the Exchange Offer? If you have questions regarding the information in this Offering Circular or the Exchange Offer, contact Ms. Angela D. Toppi, Secretary at (203) 853-4321 or atoppi@trans-lux.com. If you have questions regarding the procedures for tendering in the Exchange Offer or require assistance in tendering your 8 1/4% Notes, contact the Exchange Agent. If you would like additional copies of this Offering Circular, our Quarterly Report for the period ended September 30, 2006, our 2005 Annual Report, or our Annual Meeting Proxy Statement, contact either Ms. Toppi or the Exchange Agent. Additionally, this Offering Circular, the Letter of Transmittal and other documents sent to 8 1/4% Noteholders are filed with the SEC and are available at no charge at the SEC's website at http.//www.sec.gov. You can call the Exchange Agent at (612) 667-7390. You can also write to the Exchange Agent at the addresses listed on the back cover page of this Offering Circular. For more information regarding Trans-Lux, see the section of this Offering Circular entitled "Incorporation of Documents by Reference." You can also contact us at: Trans-Lux Corporation 110 Richards Avenue Norwalk, CT 06856-5090 Attention: Angela D. Toppi - Secretary Phone number: (203) 853-4321 Fax Number: (203) 866-9496 Email address: atoppi@trans-lux.com -6- TERMS OF THE EXCHANGE OFFER The following is a summary intended merely to supply, in non-technical terms, certain pertinent facts and highlights from material contained in the body of this Offering Circular. More detailed information may be found in the remainder of this Offering Circular, which investors should consider before making their investment decision. The Exchange Offer - ------------------ The Company offers hereunder 133 shares of its Common Stock (the "Common Stock") in exchange for each $1,000 principal amount of its 8 1/4% Limited Convertible Senior Subordinated Notes due March 1, 2012 (the "8 1/4% Notes").
8 1/4% Notes Common Stock - --------------------------------------------------------------------------------------------------------- Type $1,000 principal amount of 8 1/4% 133 Shares of Common Stock Limited Convertible Senior Subordinated Notes - --------------------------------------------------------------------------------------------------------- Aggregate Principal Amount $8,958,000 (if $9,000,000 of the 2,181,598 shares outstanding: if the outstanding 8 1/4% Notes are maximum number are issued for exchanged) $9,000,000 of 8 1/4% Notes - --------------------------------------------------------------------------------------------------------- Annual Interest or Dividends $82.50 for each $1,000 principal As, if and when declared by the amount Board of Directors - --------------------------------------------------------------------------------------------------------- Maturity Date March l, 2012 NONE - --------------------------------------------------------------------------------------------------------- Subordination Provisions Subordinated to all Senior In liquidation, no distributions Indebtedness until all creditors are paid in full - --------------------------------------------------------------------------------------------------------- Conversion Provisions Each $1,000 8 1/4% Note is NONE convertible into 111 shares of Common Stock at a conversion price of $9.00 per share up through March 1, 2007 - --------------------------------------------------------------------------------------------------------- Optional Redemption Redeemable by the Company at any NONE time at l02% of principal amount, declining to 101% on March 1, 2007 and declining to 100% on March 1, 2008 - --------------------------------------------------------------------------------------------------------- Sinking Fund NONE NONE - --------------------------------------------------------------------------------------------------------- Security NONE NONE - --------------------------------------------------------------------------------------------------------- Listing American Stock Exchange American Stock Exchange - ---------------------------------------------------------------------------------------------------------
The Company is offering to exchange up to 1,197,000 shares of Common Stock for a maximum of $9,000,000 principal amount of its outstanding 8 1/4% Notes, see the section of this Offering Circular entitled "The Exchange Offer-Conditions of the Exchange Offer." -7- OTHER INFORMATION All 8 1/4% Noteholders are being treated equally. There are no appraisal rights applicable to a debt for equity 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 and Exchange Commission after the date of this Offering Circular. Requests for information publicly available may be made to Ms. Angela D. Toppi, Secretary. As stated on page 3 of this Offering Circular, the shares of Common Stock will be delivered promptly following expiration of the Exchange Offer. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION No cash payment to 8 1/4% Noteholders is required to complete the Exchange Offer. The following expenses aggregating $53,575 are estimated to be incurred in connection with the Exchange Offer: SEC filing fee $ 1,075 Printing 2,000 Legal 35,000 Accounting 10,000 Exchange Agent / Trustee 3,500 Miscellaneous 2,000 -8- SUMMARY HISTORICAL AND PRO FORMA FINANCIAL INFORMATION SUMMARY CONSOLIDATED FINANCIAL DATA The following table sets forth summary consolidated financial data of Trans-Lux as of and for each of the periods indicated. We derived the consolidated financial data as of and for the nine months ended September 30, 2006 and 2005 from our unaudited consolidated financial statements. We derived the consolidated financial data as of and for each of the annual periods presented from our audited consolidated financial statements. This information is only a summary and you should read it in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical consolidated financial statements, and the related schedules and notes, contained in Trans-Lux's Annual Report on Form 10-K for the year ended December 31, 2005, which is incorporated by reference herein and Quarterly Reports on Form 10-Q and other information that Trans-Lux has filed with the SEC. See the section of this Offering Circular entitled "Incorporation of Documents by Reference" on page 38. Consolidated Statement of Operations Data (in thousands, except per share data)
Nine Months Ended September 30 ------------ 2006 2005 Fiscal Year Ended December 31 ---- ---- ----------------------------- (unaudited) (unaudited) 2005 2004 2003 ----------- ----------- ---- ---- ---- Total revenues............................. $40,756 $40,469 $54,368 $52,579 $56,022 Gross profit from operations............... 10,167 10,928 13,634 14,057 15,427 Income (loss) from continuing operations before income taxes, income from joint venture an discontinued operation........... (2,457) (1,156) (2,882) 443 330 Net income (loss)........................... (1,405) (812) (1,793) 539 1,054 Earnings (loss) per share continuing operations: Basic...................................... $ (1.12) $ (0.64) $ (1.42) $ .033 $ 0.29 Diluted.................................... $ (1.12) $ (0.64) $ (1.42) $ .033 $ 0.29 Earnings (loss) per share discontinued operation: Basic...................................... - - - $ 0.10 $ 0.55 Diluted.................................... - - - $ 0.03 $ 0.20 Total earnings (loss) per share: Basic...................................... $ (1.12) $ (0.64) $ (1.42) $ 0.43 $ 0.84 Diluted.................................... $ (1.12) $ (0.64) $ (1.42) $ 0.43 $ 0.70 Dividends per share: Common..................................... $ 0.035 $ 0.105 $ 0.14 $ 0.14 $ 0.14 Class B.................................... $0.0315 $0.0945 $ 0.126 $ 0.126 $ 0.126 Other Financial Data: Calculation of earnings before interest, taxes, depreciation and amortization (EBITDA): Net income (loss).......................... $(1,405) $ (812) $(1,793) $ 539 $ 1,054 Interest expense, net...................... 3,149 2,852 3,872 3,731 3,873 Provision (benefit) for income taxes....... (726) (496) (963) 427 658 Depreciation and amortization.............. 7,145 7,229 9,685 9,852 9,889 Effect of discontinued operation........... - - - (170) 218 0 ------- ------- ------- ------- ------- EBITDA...................................... $ 8,163 $ 8,773 $10,801 $14,379 $15,692
-9-
Nine Months Ended September 30 ------------ 2006 2005 Fiscal Year Ended December 31 ---- ---- ----------------------------- (unaudited) (unaudited) 2005 2004 2003 ----------- ----------- ---- ---- ---- Capital expenditures...................... $ 3,271 $ 4,933 $ 6,809 $ 8,323 $ 5,328 Depreciation and amortization............. 7,145 7,229 9,685 9,852 9,889 Cash flow provided by (used in): Operating activities...................... 971 399 3,872 5,071 5,691 Investing activities...................... (2,136) (4,940) (6,451) 85 1,912 Financing activities...................... (8,732) 163 3,791 (4,780) (3,851) Net book value per share - basic.......... 16.73 18.81 17.76 19.51 19.06 Net book value per share - diluted........ 12.00 13.07 12.75 13.28 15.88 Ratio of Earnings to Fixed Charges Nine Months Ended Fiscal Year Ended September 30 December 31 ------------ ----------- 2006 2005 2005 2004 ---- ---- ---- ---- Ratio of earnings to fixed charges..... * ** *** 1.20
* Fixed charges exceeded income, as adjusted, by $2.1 million. ** Fixed charges exceeded income, as adjusted, by $1.3 million. *** Fixed charges exceeded income, as adjusted, by $2.8 million. Consolidated Balance Sheet Data (in thousands)
Nine Months Ended Fiscal Year Ended Septembr 30 December 31 ----------- ----------- 2006 2005 2005 2004 ---- ---- ---- ---- (unaudited) (unaudited) Cash and cash equivalents.............. $ 3,713 $ 8,020 $ 13,610 $ 12,398 Total assets........................... 89,604 98,358 100,550 101,114 Long-term debt......................... 51,276 56,976 48,365 56,796 Stockholders' equity................... 21,075 23,724 22,396 24,605
-10- CAPITALIZATION The following table summarizes the Company's debt and stockholders' equity at September 30, 2006: September 30, 2006 Actual As Adjusted ------ ----------- (1) --- (in thousands) (unaudited) (unaudited) Short-term debt: Current portion of long-term debt.............. $ 2,545 $ 2,545 Long-term debt (2): Notes payable.................................. 32,243 32,243 Subordinated notes: 8 1/4% limited convertible senior subordinated notes due 2012................................. 17,976 8,976 9 1/2% subordinated debentures due 2012........ 1,057 1,057 -------- ------- Total long-term debt and subordinated notes.... $ 53,821 $44,821 -------- ------- Stockholders' equity: Preferred stock, par value $l.00 (authorized 500,000 shares; issued 0 shares) Common Stock, par value $1.00 (authorized 5,500,000 shares; issued 2,453,591 shares)........................................ $ 2,453 $ 2,453 Class B Stock par value $1.00 (authorized 1,000,000 shares; issued 286,814 shares)........................................ 287 287 Additional paid-in capital.(3)................. 13,905 14,925 Retained earnings.(4).......................... 17,435 15,839 Accumulated other comprehensive loss........... (1,164) (1,164) Treasury stock at cost (1,480,045 shares).(5).. (11,841) (2,265) -------- ------- Total stockholders' equity..................... $ 21,075 $30,075 -------- ------- Total capitalization........................... $ 74,896 $74,896 ======== ======= ___________ (1) Adjusted to reflect the exchange of 1,197,000 shares of Common Stock for $9,000,000 principal amount of 8 1/4% Notes. (2) For information as of December 31, 2005 regarding the Company's long-term debt, commitments and contingencies, see Notes 9 and 15 of the Notes to Consolidated Financial Statements in the Form 10-K for year ended December 31, 2005 which is incorporated by reference herein. (3) Adjusted to reflect the net effect of the debt conversion expense of $1,596,000 and the cost of the treasury stock in excess of the face value of the 8 1/4% Notes of $576,000. (4) Adjusted to reflect the debt conversion expense of $1,596,000. (5) Excludes additional 286,814 shares of Common Stock held for conversion of Class B Stock. -11- RISK FACTORS You should carefully consider the Risk Factors set forth below, as well as the other information appearing in this Offering Circular and the documents to which we refer you, including those incorporated by reference, before deciding whether or not to exchange your 8 1/4% Notes for Common Stock. Limited Trading Volume and Volatility of Stock Price Our Common Stock is not widely held and the volume of trading has been low and sporadic. Accordingly, the Common Stock is subject to increased price volatility and reduced liquidity. There can be no assurance a more active trading market for the Common Stock will develop as a result of the Exchange Offer, or be sustained if it does develop. The increased public float of our Common Stock if the 8 1/4% Notes are exchanged could cause the market price for the Common Stock to be adversely affected if there are sales of substantial amounts of shares of Common Stock issued in or as a result of the Exchange Offer. In addition, stock markets have experienced wide price and volume fluctuations in recent periods and these fluctuations often have been unrelated to the operating performance of the specific companies affected. Any of these factors could adversely affect the market price of the Common Stock. Shares Eligible for Future Sale Future sales of Common Stock in the public market following the Exchange Offer by current stockholders of the Company could adversely affect the market price for the Common Stock. Following the Exchange Offer, 325,870 shares of Common Stock (including Class B Stock if converted into equal amounts of Common Stock) may be sold in the public market by executive officers and directors, subject to the limitations contained in Rule 144 under the Securities Act of 1933, as amended. Sales of substantial amounts of the shares of Common Stock in the public market, or even the potential for such sales, could adversely affect the prevailing market price of our Common Stock. Leverage As of September 30, 2006, without adjusting for any additional issuance of the Common Stock for the 8 1/4% Notes, our total long-term debt (including current portion) was $53.8 million. We expect we will incur indebtedness in addition to the remaining outstanding 8 1/4% Notes in connection with the implementation of our growth strategy. The Indenture governing the 8 1/4% Notes does not restrict the ability of us, or our subsidiaries, to incur additional indebtedness, including Senior Indebtedness. Additional indebtedness of the Company may rank senior or pari passu with the 8 1/4% Notes in certain circumstances, while additional indebtedness of our subsidiaries will rank effectively senior to the 8 1/4% Notes. See the section of this Offering Circular entitled "Description of 8 1/4% Notes." Our ability to satisfy our obligations will be dependent upon our future performance, which is subject to prevailing economic conditions and financial, business and other factors, including factors beyond our control. There can be no assurance that our operating cash flows will be sufficient to meet our debt service requirements or to repay the 8 1/4% Notes at maturity or that we will be able to refinance the 8 1/4% Notes or other indebtedness at maturity. See "Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources." Subordination The 8 1/4% Notes are unsecured senior subordinated obligations of the Company and will be subordinated in right of payment to all present and future Senior Indebtedness and other liabilities of the Company and will be effectively subordinated to all indebtedness and other liabilities of our subsidiaries. In the event of our bankruptcy, liquidation or reorganization, our assets will be available to pay obligations on the 8 1/4% Notes only after all Senior Indebtedness has been paid in full, and there may not be sufficient assets remaining to pay amounts due on any or all of the 8 1/4% Notes then outstanding. The Holders of any indebtedness of our subsidiaries will be entitled to payment of the indebtedness from the assets of the subsidiaries prior to the holders of any general unsecured obligations of the Company, including the 8 1/4% Notes. At September 30, 2006, we had approximately $18.9 million of outstanding Senior Indebtedness and our subsidiaries had indebtedness and other liabilities of approximately $23.8 million. In the event of a payment default with respect to Senior Indebtedness, no payments may be made on account of the 8 1/4% Notes until such default no longer exists with respect to our Senior Indebtedness. See the section of this Offering Circular entitled "Description of 81/4% Notes" and "Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources." -12- Risks Related to a Repurchase Event Upon the occurrence of a Repurchase Event, each Holder of the 8 1/4% Notes may require us to repurchase all or a portion of such Holder's 8 1/4% Notes. If a Repurchase Event were to occur, there can be no assurance that we would have sufficient financial resources, or would be able to arrange financing, to pay the repurchase price for all the 8 1/4% Notes tendered by Holders thereof. In addition, the occurrence of certain Repurchase Events could constitute an event of default under certain of our current debt agreements, and our repurchase of the 8 1/4% Notes as a result of the occurrence of a Repurchase Event may be prohibited or limited by, or create an event of default under, the terms of future agreements relating to our borrowings of, including agreements relating to Senior Indebtedness. In the event a Repurchase Event occurs at a time when we are prohibited from purchasing the 8 1/4% Notes, we could seek the consent of our lenders to purchase the 8 1/4% Notes or could attempt to refinance the borrowings that contain such prohibition. If we do not obtain such a consent or repay such borrowings, we would remain prohibited from purchasing the 8 1/4% Notes. In such case, our failure to purchase tendered 8 1/4% Notes would constitute an Event of Default under the Indenture which would, in turn, constitute a further default under certain of our existing debt agreements and may constitute a default under the terms of other indebtedness that we may incur from time to time. In such circumstances, the subordination provisions in the Indenture would prohibit payments to the Holders of the 8 1/4% Notes. See the section of this Offering Circular entitled "Description of 8 1/4% Notes-Repurchase at Option of Holders Upon a Repurchase Event." Reliance on Key Suppliers We design certain of our materials to match components furnished by suppliers. If such suppliers were unable or unwilling to provide us with those components, we would have to contract with other suppliers to obtain replacement sources. In particular, we purchase almost all of the LED module blocks used in our electronic information displays from two suppliers. We do not have a long-term supply contract with these suppliers. A change in suppliers of either LED module blocks or certain other components may result in engineering design changes, as well as delays in obtaining such replacement components. We believe there are presently other qualified vendors of these components. Our inability to obtain sufficient quantities of certain components as required, or to develop alternative sources at acceptable prices and within a reasonable time, could result in delays or reductions in product shipments that could have a materially adverse effect on our business and results of operations. Competition Our electronic information displays compete with a number of competitors, both larger and smaller than us, and with products based on different forms of technology. In addition, there are several companies whose current products utilize similar technology and who possess the resources to develop competitive and more sophisticated products in the future. Our success is somewhat dependent upon our ability to anticipate technological changes in the industry and to successfully identify, obtain, develop and market new products that satisfy evolving industry requirements. There can be no assurance that competitors will not market new products which have perceived advantages over our products or which, because of pricing strategies, render the products currently sold by us less marketable or otherwise adversely affect our operating margins. Our motion picture theatres are subject to varying degrees of competition in the geographic areas in which they operate. In one geographical area, theatres operated by national circuits compete with our theatres. Our theatres also face competition from all other forms of entertainment competing for the public's leisure time and disposable income. -13- Nature of Leasing and Maintenance Revenues We derive a substantial percentage of our revenues from the leasing of our electronic information displays, generally pursuant to leases which generally have an average term of three years. Consequently, our future success is at least partly dependent on our ability to obtain the renewal of existing leases or to enter into new leases as existing leases expire. We also derive a significant percentage of our revenues from maintenance agreements relating to our display products. The average term of such agreements is generally three to five years. A portion of the maintenance agreements are cancelable upon 30 days notice. There can be no assurance that we will be successful in obtaining renewal of existing leases or maintenance agreements, obtaining replacement leases or realizing the value of assets currently under leases that are not renewed. Dependence on Key Personnel We believe that our President and Co-Chief Executive Officer, Michael R. Mulcahy and our Co-Chief Executive Officer and Executive Vice President, Thomas Brandt, play a significant role in the success of the Company and the loss of the services of either could have an adverse effect on the Company. There can be no assurance that the Company would be able to find a suitable replacement for either Mr. Mulcahy or Mr. Brandt. The Company has employment agreements with Mr. Mulcahy and Mr. Brandt which expire in 2010 and 2009, respectively, which may be extended by the employees in case of a change-in-control approved by the present Board of Directors. The Company believes that in addition to the above referenced key personnel, there is a core group of executives that also plays a significant role in the success of the Company. Effect of Certain Anti-Takeover Provisions and Control by Existing Stockholders Our Restated Certificate of Incorporation contains certain provisions that could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from attempting to acquire control of us. Such provisions could limit the price that certain investors might be willing to pay in the future for shares of our Common Stock, thus making it less likely that a stockholder will receive a premium on any sale of shares. Under our Restated Certificate of Incorporation, we have two classes of common stock outstanding, Common Stock and Class B Stock, each with its own rights and preferences. Each share of Class B Stock receives ten votes per share on all matters submitted to a vote of the stockholders versus the one vote received for each share of Common Stock. The Class B Stock is entitled to vote separately as a class on any proposal for the merger, consolidation and certain other significant transactions. See the sections of this Offering Circular entitled "Description of Capital Stock-Common Stock" and "Class B Stock." Moreover, our Board of Directors is divided into three classes, each of which serves for a staggered three-year term, making it more difficult for a third party to gain control of our Board. Our Restated Certificate of Incorporation also has a provision that requires a four-fifths vote on any merger, consolidation or sale of assets with or to an "Interested Person" or "Acquiring Person." Additionally, we are authorized to issue 500,000 shares of Preferred Stock containing such rights, preferences, privileges and restrictions as may be fixed by our Board of Directors which may adversely affect the voting power or other rights of the holders of Common Stock or delay, defer or prevent a change in control of the Company, or discourage bids for the Common Stock at a premium over its market price or otherwise adversely affect the market price of the Common Stock. See the section of this Offering Circular entitled "Description of Capital Stock-Preferred Stock." Our Board of Directors is also authorized to issue 3,000,000 shares of Class A Stock which is identical to the Common Stock but is non-voting and is entitled to a 10% higher dividend than the Common Stock. See the section of this Offering Circular entitled "Description of Capital Stock-Class A Stock." As of December 31, 2006, 14 stockholders, who are executive officers and/or directors of the Company beneficially own approximately 81.96% of our outstanding Class B Stock, 18.65% of all classes and 64% of the voting power. As a result, these stockholders collectively will continue to have the ability to elect all of our directors and to veto major transactions for which a stockholder vote is required under Delaware law, including mergers, consolidations and certain other significant transactions. These stockholders could also block tender offers for our Common Stock that could give stockholders the opportunity to realize a premium over the then prevailing market price for their shares of Common Stock. -14- INTEREST IN SECURITIES OF TRANS-LUX CORPORATION (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 Beneficially Percent Percent of Name, Status and Mailing Address Title of Class Owned of Class all Classes -------------------------------- -------------- ----- -------- ----------- Richard Brandt............................. Class B Stock 133,208 (1) 46.44% 10.57% Director, Consultant and beneficial Common Stock 25,833 (1) 2.58% 2.01% 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) 1.07% * 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, Co- Common Stock 11,354 (2) 1.15% * Chief Executive Officer and beneficial owner of more than 5% of Trans-Lux's 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 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 and Common Stock 14,239 (5) 1.46% 1.13% Consultant 110 Richards Avenue Norwalk, CT 06856-5090
-15- Amount Beneficially Percent Percent of Name, Status and Mailing Address Title of Class Owned of Class all Classes -------------------------------- -------------- ----- -------- ----------- 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 (8) * * Executive Vice President Treasurer, Secretary and Chief Financial Officer 110 Richards Avenue Norwalk, CT 06856-5090 Karl P. Hirschauer......................... Common Stock 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%
-16- (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, 13,333 shares of Common Stock acquirable upon conversion of $120,000 principal amount of the 8 1/4% Notes. (2) The amount includes 10,000 shares of Common Stock acquirable upon exercise of stock options. Messrs. M. Brandt and T. Brandt are Mr. R. Brandt's sons. (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, 3,333 shares of Common Stock acquirable upon conversion of $30,000 principal amount of the 8 1/4% 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 acquired upon conversion of the 8 1/4% Notes set forth in footnotes 1 and 5 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% Neither Trans-Lux nor any officers or directors of Trans-Lux had transaction in the 8 1/4% Notes or Common Stock during the 60 days preceding February 14, 2007, the date of 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 the 8 1/4 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. -17- DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY 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 58 Thomas Brandt Executive Vice President, Co-Chief Executive Officer and Director 42 Matthew Brandt Executive Vice President and Director 42 Al L. Miller Executive Vice President 60 Angela D. Toppi Executive Vice President, Treasurer, Secretary and Chief Financial Officer 51 Karl P. Hirschauer Senior Vice President 61 John Long Senior Vice President 60 Thomas F. Mahoney Senior Vice President 59 Richard Brandt Director 79 Howard M. Brenner Director 73 Jean Firstenberg Director 70 Gene Jankowski Chairman of the Board (Non-executive Officer) and Director 72 Victor Liss Vice-Chairman of the Board (Non executive Officer) 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 March 27, 2002 and March 24, 20004 and served as Vice President of Trans-Lux Midwest Corporation between December 10, 1998 and March 27, 2002. 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. 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. 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. -18- 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. 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. 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 THE COMPANY AND ITS SECURITY HOLDERS 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 director 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. -19- THE EXCHANGE OFFER Terms of the Exchange Offer Subject to the conditions described below, the Company hereby offers 133 shares of its Common Stock for each $1,000 principal amount of its 8 1/4% Limited Convertible Senior Subordinated Notes due 2012 (the "8 1/4% Notes"). The Exchange Offer will expire 5:00 P.M., New York City time, on March 15, 2007 subject to extension by written notice by the Company to the Exchange Agent. Such date, as it may be extended, is herein referred to as the "Expiration Date." The Company is offering to exchange up to $9,000,000 principal amount of its 8 1/4% Notes presently outstanding. Tenders may be withdrawn at any time prior to 5:00 P.M., New York City time, on March 15, 2007 and at any time after April 13, 2007 if they have not been accepted by such date. We do not know whether or not Noteholders will find the Exchange Offer attractive and tender their 8 1/4% Notes. However, a director of the Company who owns $120,000 of the 81/4% Notes has indicated he will tender $20,000 of his 8 1/4% Notes. Principal Differences Between the 8 1/4% Notes and the Common Stock - -------------------- Interest and Dividends. The 8 1/4% Notes are debt instruments which bear ---------------------- interest at the rate of 8.25% (or $82.50 per $1,000 principal amount) per annum. Noteholders who tender will still receive the regularly scheduled March 1, 2007 semiannual interest payment. The Common Stock is an equity security which receives dividends as, if and when declared by the Board of Directors. The previous regular quarterly dividend of 3 1/2 cents per share of Common Stock was not declared at the September and December 2006 Board meetings to conserve cash because of the redemption of 7 1/2% Notes in June 2006. Limited Convertibility. Each $1,000 principal amount of the 8 1/4% Notes is ---------------------- convertible into 111 Shares of our Common Stock at $9.00 per share, subject to adjustment under certain conditions, only up to March 1, 2007. See the section of this Offering Circular entitled "Price Range of 8 1/4% Notes and Common Stock and Dividends on Common Stock" for a description of recent market prices of the 8 1/4% Notes and the Common Stock and see the sections of this Offering Circular entitled "Description of 8 1/4% Notes for a description of conversion rights. The Common Stock is not convertible into any other security. Redemption and Sinking Funds. The 8 1/4% Notes may, at the Company's ---------------------------- option, be redeemed, in whole or in part, at 102% of the principal amount redeemed plus accrued interest and at rates declining to 100% on and after March 1, 2008. We have no present intention to redeem the 8 1/4% Notes. There is no sinking fund for the 8 1/4% Notes or to redeem the Common Stock. Maturity. The 8 1/4% Notes will mature in 2012. The Common Stock is an -------- equity security and remains outstanding until the Company dissolves or is merged into another company. Subordination. The 8 1/4% Notes are subordinated to Senior Indebtedness. ------------- See the section of this Offering Circular entitled "Description of 8 1/4% Notes." In the event of liquidation or dissolution, holders of Common Stock receive no distributions unless and until all creditors including the 8 1/4% Noteholders are paid in full. Subsequent Trading in Securities Exchanged - ------------------------------------------ The 8 1/4% Notes are listed on the AMEX under the symbol TLX.D. If as a result of the Exchange Offer the principal amount of the 8 1/4% Notes or the distribution and number of 8 1/4% Noteholders should fall below the -20- AMEX's minimum standards for listed Notes, the 8 1/4% Notes might be delisted by the AMEX in which event it would be likely that the 8 1/4% Notes would be traded in the over-the-counter market. The Common Stock is listed on the AMEX under the symbol TLX. Purpose of the Exchange Offer The purpose of the Exchange Offer is to enable the Company to eliminate a portion of its long-term indebtedness and reduce amount of required annual interest payments while providing the Noteholders an opportunity to receive an equity interest in the Company which may enable them to participate in any distribution of profits and possible growth in the value of their holdings. Tax Consequences - ---------------- With respect to the Federal income tax consequences of the exchange, the Company believes that (i) no gain or loss would be recognized by any Noteholder on the receipt of Common Stock solely in exchange for the 8 1/4% Notes; (ii) the basis of the Common Stock received by an exchanging Noteholder would be the same as such Noteholder's basis in the 8 1/4% Notes surrendered in exchange therefor; and (iii) the holding period of the Common Stock received by an exchanging Noteholder would include the period during which such Noteholder held the 8 1/4% Notes surrendered in exchange therefor, provided the 8 1/4% Notes surrendered constituted a capital asset in the exchanging Noteholder's hands as of the date of the exchange. If the 8 1/4% Notes are either redeemed or paid for at maturity by the Company, the 8 1/4% Noteholder will have a gain or loss depending on its basis. Expiration and Extension of the Exchange Offer The Exchange Offer will expire at 5:00 P.M., New York City time, on March 15, 2007 unless extended by the Company. During any extension of the Exchange Offer, all 8 1/4% Notes previously tendered pursuant to the Exchange Offer will remain subject to the Exchange Offer (and to the withdrawal rights specified herein) and may be accepted for exchange by the Company. The Exchange Offer may be extended by oral or written notice from the Company to the Exchange Agent at any time or from time to time on or prior to the date then fixed for the expiration of the Exchange Offer. The date fixed for the expiration of the Exchange Offer, as it may be extended, is referred to as the "Expiration Date." Public announcement of any extension of the Exchange Offer will be timely made by the Company, but, unless otherwise required by law or regulation, the Company shall not have any obligation to communicate such public announcement other than by making a release to the Dow Jones News Service, the substance of which is carried over the Dow Jones Broad Tape. Conditions of the Exchange Offer The Company will not be required to issue Common Stock in respect of any properly tendered 8 1/4% 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 8 1/4% Notes or Common Stock 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 and 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; -21- (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, equally as to all Noteholders in its sole discretion, other than (i) those dependent upon receipt of government regulating approval, prior to the expiration of the Exchange Offer and (ii) excluding waiver of violation of law. 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 8 1/4% Note upon the occurrence of any of the foregoing conditions." How to Tender 8 1/4% Notes In order to tender certificates of 8 1/4% Notes for exchange, the 8 1/4% Noteholder must submit a Letter of Transmittal which is being mailed to Holders of record. A Letter of Transmittal may be requested by sending a written request to Ms. Angela D. Toppi, Secretary, Trans-Lux-Corporation. Letters of Transmittal may also be obtained by telephone request to Ms. Toppi at (203) 853-4321 or by email at atoppi@trans-lux.com. Upon receipt of the Letter of Transmittal, a Noteholder may tender 8 1/4% Notes by (i) properly completing and signing the Letter of Transmittal or facsimile thereof (all references in this Offering Circular to the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate(s) representing the principal amount of 8 1/4% Notes being tendered to the Exchange Agent on or prior to the Expiration Date, or (ii) requesting a broker, dealer, bank, trust company or other nominee to effect the transaction. If tendered 8 1/4% Notes are registered in the name of the signer of the Letter of Transmittal and the Common Stock to be issued in exchange therefor are to be issued in the name of the registered Holder and delivered to the address appearing on the Company's transfer books, the signature of such signer need not be guaranteed. If the Common Stock is to be issued in the name of a person other than the registered Noteholder of the certificate(s) of the 8 1/4% Notes tendered, the tendered certificate(s) must be endorsed or accompanied by bond powers or written instruments of transfer in form satisfactory to the Company and duly executed by the registered owner, and the signature on the endorsement or bond power must be guaranteed by a participation in a Securities Transfer Association recognized signature program (any of the foregoing hereinafter referred to as an "Eligible Institution"). If the Common Stock is to be delivered to an address other than that of the registered Holder appearing on the Company's transfer books, the signature in the Letter of Transmittal must be guaranteed by an Eligible Institution. THE METHOD OF DELIVERY OF THE 8 1/4% NOTES AND ALL OTHER DOCUMENTS IS AT THE ELECTION AND RISK OF THE 8 1/4% NOTEHOLDER. IF SENT BY MAIL, IT IS RECOMMENDED THAT REGISTERED MAIL, RETURN RECEIPT REQUESTED BE USED, AND PROPER INSURANCE OBTAINED. For the convenience of Noteholders whose certificate(s) are not immediately available, tenders may be made without the concurrent deposit of certificate(s) if made through an Eligible Institution. In such case, the Letter of Transmittal must be received by the Exchange Agent prior to the Expiration Date and must contain a guarantee from an Eligible Institution that the tendered certificate(s) will be deposited within three business days after the date of receipt of the Letter of Transmittal by the Exchange Agent and, if possible, should list the serial numbers of the tendered certificate(s). If a Noteholder desires to accept the Exchange Offer and time will not -22- permit his or her Letter of Transmittal to reach the Exchange Agent before the Expiration Date, his or her tender may be effected if the Exchange Agent has received prior to such date a letter or facsimile transmission from an Eligible Institution setting forth the name of the tendering Noteholder, the principal amount tendered, the name(s) in which the 8 1/4% Notes are registered and, if possible, the serial numbers of the certificate(s) to be tendered, and stating that the tender is being made thereby and guaranteeing that within three business days after the date of receipt of such letter or facsimile transmission by the Exchange Agent, the 8 1/4% Note certificate(s) together with the Letter of Transmittal (and any other required documents), will be deposited by such Eligible Institution with the Exchange Agent. Unless certificates being tendered by either of the above-described methods are deposited with the Exchange Agent within the time periods set forth above (accompanied or preceded by a properly completed Letter of Transmittal), the Company may, at its option, reject that tender. A tender will be deemed to have been received by the Company as of the date when the tendering Noteholder's duly signed Letter of Transmittal accompanied by certificate(s) or a guarantee of delivery or a letter or facsimile transmission (as provided above) from an Eligible Institution is received by the Exchange Agent. Issuances of certificates for the Common Stock in exchange for the 8 1/4% Notes tendered pursuant to a guarantee of delivery or a letter or facsimile transmission (as provided above) by an Eligible Institution will be made only against deposit of the Letter of Transmittal (and any other required documents) and the tendered certificates. Any principal amount of the 8 1/4% Notes in multiples of $1,000 may be tendered. Tendering Noteholders may tender less than all of the principal amount represented by the certificates they hold provided they appropriately indicate this fact on the Letter of Transmittal accompanying their tendered 8 1/4% Note certificates. Tenders of amounts which are not multiples of $1,000 will not be accepted. With respect to tenders of the 8 1/4% Notes, the Company reserves full discretion to determine whether the documentation is complete and generally to determine all questions as to tenders, including the date of receipt of a tender, the propriety of execution of any document, and other questions as to the eligibility or acceptability of any tender. The Company reserves the right to reject any tender not in proper form or to waive any irregularities or conditions, and the Company's interpretation of the terms and conditions of the Exchange Offer (including the instructions on the Letter of Transmittal) will be final. The Company shall not be obligated to give notice of any defects or irregularities in tenders and shall not incur any liability for failure to give any such notice. 8 1/4% Notes shall not be deemed to have been duly tendered unless and until all defects and irregularities have been cured or waived. Certificates for all improperly tendered 8 1/4% Notes, as well as certificates representing principal amounts in excess of those tendered for exchange, will be returned (unless irregularities and defects are timely cured or waived), without cost to the tendering 8 1/4% Noteholder as soon as practicable after the Expiration Date. Terms and Conditions of the Letter of Transmittal The Letter of Transmittal contains the following terms and conditions, which are part of the Exchange Offer: Certificates for 8 1/4% Notes tendered for exchange for Common Stock must be received (or a timely confirmation of a book-entry transfer of such 8 1/4% Notes into the Exchange Agent's account at Depository Trust Company (Cede & Co.) must be received) by the Exchange Agent, Wells Fargo Bank, N.A., with the Letter of Transmittal and any other required documents by 5:00 P.M., New York City time, on or prior to March 15, 2007 unless extended, or within the time periods set forth above in "How to Tender 8 1/4% Notes" pursuant to a guarantee or letter or facsimile transmission from an Eligible Institution. The party tendering the 8 1/4% Notes for exchange (the "Transferor") assigns and transfers the 8 1/4% Notes to the Company and irrevocably appoints the Company as the Transferor's attorney-in-fact to cause the 8 1/4% Notes to be transferred and exchanged. The Transferor warrants that it has full power to tender these 8 1/4% Notes and the Company will acquire good title to these 8 1/4% Notes. All authority conferred by the Transferor will survive the death or incapacity of the Transferor. Signature(s) on the Letter of Transmittal will be required to be guaranteed and endorsement(s) on the certificates being tendered will be required as set forth above in "How to Tender 8 1/4% Notes." All questions as to the validity, form, and eligibility (including time of receipt and acceptance of the 8 1/4% Notes tendered) will be determined by the Company, in its sole discretion, and such determination will be final and binding. Unless waived by the Company, irregularities and defects must be cured by the Expiration Date. The Company will pay all transfer taxes applicable, if any, due to the transfer and exchange of the 8 1/4% Notes tendered. -23- Withdrawal of Tenders All tenders may be withdrawn at any time prior to 5:00 P.M. March 15, 2007 and after April 13, 2007 if not accepted by the Company. To be effective, notice of withdrawal must be timely received by the Company, addressed in writing to Ms. Angela D. Toppi, Secretary, Trans-Lux Corporation, 110 Richards Avenue, Norwalk, Connecticut 06856-5090, or by the Exchange Agent at its address set forth below under the person named in the Letter of Transmittal as having tendered the principal amount of 8 1/4% Notes to be withdrawn, the name of the registered Noteholder of such 8 1/4% Notes and the serial number shown on the particular certificate(s) to be withdrawn. The Exchange Agent will return the withdrawn 8 1/4% Notes as soon as practicable following receipt of notice of withdrawal. All questions as to the validity, including time of receipt, of notices of withdrawals, will be determined by the Company, and such determination will be final and binding on all 8 1/4% Noteholders. Acceptance of Tenders of 8 1/4% Notes; Delivery of Common Stock Subject to the terms and conditions of the Exchange Offer, the 8 1/4% Notes tendered as described in "How to Tender 8 1/4% Notes" with a properly executed Letter of Transmittal and all other required documentation, and not withdrawn, will be accepted for exchange on the Expiration Date. Once accepted for exchange, tendered 8 1/4% Notes cannot be withdrawn. Delivery of certificates of Common Stock to be issued in exchange for properly tendered 8 1/4% Notes will be made by the Exchange Agent as soon as practicable after acceptance of the 8 1/4% Notes. Although the Company does not presently intend to do so, if it modifies the terms of the Exchange Offer, such modified terms will be available with respect to all 8 1/4% Notes (but excluding any converted 8 1/4% Notes), whether or not such 8 1/4% Notes have been tendered prior to such modification. The acceptance by the Company of tendered 8 1/4% Notes pursuant to any one of the procedures set forth in "How to Tender 8 1/4% Notes" will constitute an agreement between the tendering 8 1/4% Noteholder and the Company upon the terms and subject to the conditions of the Exchange Offer. Exchange Agent Wells Fargo Bank, N.A., the Trustee of the 8 1/4% Notes, has been appointed as Exchange Agent for the Exchange Offer. Letters of Transmittal must be addressed to the Exchange Agent as follows: By Mail: -------- Wells Fargo Bank, N.A. Corporate Trust Services 6th and Marquette, MAC N9303-120 Minneapolis, MN 55479 Attn: Andrew Nyquist __________________ Payment of Expenses The Company will pay all the expenses of making the Exchange Offer, including the fees of the Exchange Agent. The Company will also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses in forwarding copies of this Offering Circular and related documents to the beneficial owners of the 8 1/4% Notes held in their names or in forwarding tenders for their customers. The Company 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. -24- The Company estimates that expenses of making the Exchange Offer will be approximately $53,463. PRICE RANGE OF 8 1/4% NOTES AND COMMON STOCK AND DIVIDENDS ON COMMON STOCK Our Common Stock is traded on the American Stock Exchange ("AMEX") under the symbol "TLX." Our 8 1/4% Notes are traded on the AMEX under the symbol TLX.D. The following table sets forth the cash dividends paid on Common Stock and the high and low sale prices for the Company's 8 1/4% Notes since issuance and Common Stock as reported on the AMEX for each quarterly period during the last three fiscal years. Dividends 8 1/4% Notes Common Stock High Low High Low - ------------------------------------------------------------------------------- 2004 First Quarter........ $0.035 - - $7.89 $5.99 Second Quarter....... 0.035 $100.00 $ 95.00 8.20 6.30 Third Quarter........ 0.035 99.00 94.00 7.02 6.10 Fourth Quarter....... 0.035 102.00 99.00 8.00 6.10 2005 First Quarter........ 0.035 100.50 100.50 7.59 7.00 Second Quarter....... 0.035 101.00 100.00 7.00 6.40 Third Quarter........ 0.035 101.00 98.25 7.00 6.00 Fourth Quarter....... 0.035 98.63 95.00 6.10 5.55 2006 First Quarter........ 0.035 97.00 94.50 6.60 5.50 Second Quarter....... - 90.00 84.00 6.55 5.50 Third Quarter........ - 93.50 93.00 6.05 5.50 Fourth Quarter....... - 97.75 92.50 7.85 6.00 2007 First Quarter........ - 99.00 97.50 8.50 6.70 (to February 13, 2007) On February 13, 2007 the last reported sales price before the announcement, not the commencement of the Exchange Offer, for the 8 1/4% Notes and Common Stock on the American Stock Exchange were $99.00, per 8 1/4% Note and $8.39 per share, respectively. The financial covenants of our existing indebtedness may limit our ability to pay dividends on our capital stock. Any future payment of dividends is at the discretion of our Board of Directors and will depend upon, among other things, our results of operations, financial condition, capital requirements and other relevant factors. USE OF PROCEEDS There will be no proceeds to us from the exchange of the 8 1/4% Notes for the Common Stock. Any 8 1/4% Notes accepted in the Exchange Offer will be cancelled. -25- DESCRIPTION OF 8 1/4% NOTES The 8 1/4% Notes were issued under an Indenture, (the "8 1/4% Indenture") dated as of March 1, 2004, between the Company and Wells Fargo Bank, N.A., as Trustee (the "Trustee"), a copy of which was filed as exhibit 12(d)(1) of Schedule TO dated March 2, 2004. The following summary of certain provisions of the 8 1/4% Indenture does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the 8 1/4% Indenture, including the definitions therein of certain terms. Wherever a particular Section, Article or defined term is referred to, such Section, Article or defined term refers to the 8 1/4% Indenture and is incorporated herein by reference. General The 8 1/4% Notes are unsecured senior subordinated obligations of the Company, are limited to an aggregate principal amount of $30,177,000 and will mature on March 1, 2012. The 8 1/4% Notes bear interest at the rate per annum of 8.25%, payable semi-annually on March 1 and September 1 of each year, to the person in whose name the 8 1/4% Notes (or any predecessor 8 1/4% Notes) are registered at the close of business on the Regular Record Date for such interest, which shall be February 15 or August 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Interest on the 8 1/4% Notes is paid on the basis of a 360-day year of twelve 30-day months, based on actual days elapsed. (Sections 2.04 and 6.01) Principal of, and premium, if any, and interest on the 8 1/4% Notes is payable, and the transfer of 8 1/4% Notes is registerable, at the office or agency of the Company maintained for such purposes in the Borough of Manhattan, the City of New York. In addition, payment of interest may, at the option of the Company, be made by check mailed to the address of the person entitled thereto as it appears in the register for the 8 1/4% Notes. (Sections 2.03, 6.01 and 6.02) The 8 1/4% Notes are issued only in fully registered form, without coupons, in denominations of $1,000 and any integral multiples thereof. (Section 2.02) No service charge will be made for any registration of transfer or exchange of the 8 1/4% Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company is not required (i) to issue, register the transfer of or exchange any 8 1/4% Notes during a period beginning at the opening of business 15 days before the mailing of notice fixed for any redemption and ending at the close of business on such Redemption Date or (ii) to register the transfer of or exchange any 8 1/4% Notes for redemption in whole or in part, except the unredeemed portion of the 8 1/4% Notes being redeemed in part. (Section 2.07) All monies paid by the Company to the Trustee or any Paying Agent for the payment of principal of and premium, if any, and interest on any 8 1/4% Notes which remains unclaimed for two years after such principal, premium or interest becomes due and payable may be repaid to the Company. Thereafter, the Holder of such 8 1/4% Note may, as an unsecured general creditor, look only to the Company for payment thereof. (Section 13.04) The 8 1/4% Indenture does not contain any provisions that would provide protection to Holders of the 8 1/4% Notes against a sudden and dramatic decline in the credit quality of the Company resulting from any takeover, recapitalization or similar restructuring, except as described below under "Repurchase at Option of Holders Upon a Repurchase Event" and "Consolidation, Merger and Sale of Assets." Conversion Rights The 8 1/4% Notes are convertible into the Common Stock of the Company at any time following the date of initial issuance thereof and up to and including March 1, 2007 (subject to prior redemption by the Company on not less than 30 nor more than 60 days' notice to the Trustee) of the principal amount thereof, initially at the Conversion Price of $9.00 per share (subject to adjustment as described below). The right to convert the 8 1/4% Notes if called for redemption or delivered for repurchase will terminate at the close of business on March 1, 2007 and also on the last Trading Day prior to any Redemption Date or the Repurchase Date, if sooner, unless the Company defaults in making the payment due upon redemption or repurchase. (Section 5.01) For information as -26- to notices of redemption, see the section of this Offering Circular entitled "Optional Redemption." The Conversion Price will be subject to adjustment in certain events, including (i) dividends (and other distributions) payable in Common Stock or any class of capital stock of the Company, (ii) the issuance to all holders of Common Stock of rights, warrants or options entitling them to subscribe for or purchase Common Stock at less than the current market price, (iii) subdivisions or combinations of Common Stock, (iv) distributions to all holders of Common Stock of evidences of indebtedness of the Company, cash or other assets (including securities, but excluding those dividends, rights, warrants, options and distributions referred to above and excluding dividends and distributions paid exclusively in cash), (v) distributions consisting exclusively of cash (excluding any cash portion of distributions referred to in (iv) above or cash distribution upon a merger or consolidation to which the second succeeding paragraph applies) to all holders of Common Stock in an aggregate amount that, combined together with (a) all other such all-cash distributions made within the preceding 12 months in respect to which no adjustment has been made and (b) any cash and the fair market value of other consideration paid or payable in respect of any tender offers by the Company for Common Stock concluding within the preceding 12 months in respect of which no adjustment has been made, exceeds 12.5% of the Company's market capitalization (defined as being the product of the current market price of the Common Stock times the number of shares of Common Stock then outstanding) on the record date for such distribution, and (vi) the purchase of Common Stock pursuant to a tender offer made by the Company or any of its subsidiaries which involves an aggregate consideration that together with (a) any cash and the fair market value of any other consideration paid or payable in any other tender offer by the Company or any of its subsidiaries of Common Stock expiring within the 12 months preceding the expiration of such tender offer in respect of which no adjustment has been made and (b) the aggregate amount of any such all-cash distributions referred to in (v) above to all holders of Common Stock within the 12 months preceding the expiration of such tender offer in respect of which no adjustments have been made, exceeds 12.5% of the Company's market capitalization on the expiration of such tender offer. No adjustment in the Conversion Price shall be required unless such adjustment (plus any adjustments not previously made) would require an increase or decrease of at least 1% in such price; provided, however, that any adjustments which by reason of this sentence are not required to be made shall be carried forward and then taken into account in any subsequent adjustment. (Section 5.04) In addition to the foregoing adjustments, the Company will be permitted to make such reduction in the Conversion Price as it considers to be advisable in order that any event treated for Federal income tax purposes as a dividend or distribution of stock or stock rights will not be taxable to the holders of the Common Stock. (Section 5.04) Subject to the rights of Holders of the 8 1/4% Notes described below under "Repurchase at Option of Holders Upon a Repurchase Event," in case of certain consolidations or mergers to which the Company is a party or the transfer of substantially all of the assets of the Company, each 8 1/4% Note then outstanding would, without the consent of any Holders of the 8 1/4% Notes, become convertible only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger or transfer by a Holder of the number of shares of Common Stock into which such 8 1/4% Note might have been converted immediately prior to such consolidation, merger or transfer (assuming such Holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares). (Section 5.10) Fractional shares of Common Stock will not be issued upon conversion, but, in lieu thereof, the Company will pay a cash adjustment based upon market price. (Section 5.03) 8 1/4% Notes surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date (except the 8 1/4% Notes called for redemption on a Redemption Date within such period) must be accompanied by payment of an amount equal to the interest thereon which the registered Holder is to receive. In the case of any 8 1/4% Note that has been converted after any Regular Record Date but on or before the next Interest Payment Date, interest whose stated maturity is on such Interest Payment Date will be payable on such Interest Payment Date notwithstanding such conversion, and such interest will be paid to the Holder of such 8 1/4% Note on such Regular Record Date. Except as described above, no interest on converted 8 1/4% Notes will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. No other payment or adjustment for interest or dividends will be made upon conversion. (Section 5.02) If at any time the Company makes a distribution of property to its stockholders that would be taxable to such stockholders as a dividend for Federal income tax purposes (e.g., distributions of evidence of indebtedness or -27- assets of the Company, but generally not stock dividends or rights to subscribe for Common Stock) and, pursuant to the antidilution provisions of the 8 1/4% Indenture, the Conversion Price of the 8 1/4% Notes is reduced, such reduction may be deemed to be the payment of a taxable dividend to holders of the 8 1/4% Notes. Holders of the 8 1/4% Notes could, therefore, have taxable income as a result of an event pursuant to which they receive no cash or property that could be used to pay the related income tax. Subordination The payment of the principal of and premium, if any, and interest on the 8 1/4% Notes will, to the extent set forth in the 8 1/4% Indenture, be subordinated in right of payment to the prior payment in full of all Senior Indebtedness. Upon any payment or dissolution of assets to creditors upon any liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency or similar proceedings of the Company, the holders of all Senior Indebtedness will be first entitled to receive payment in full of all amounts due or to become due thereon before the Holders of the 8 1/4% Notes will be entitled to receive any payment in respect of the principal of or premium, if any, or interest on the 8 1/4% Notes. No payment or distribution of any assets of the Company shall be made on account of principal of and premium, if any, or interest on the 8 1/4% Notes, in the event and during the continuation of (i) any default in the payment of principal of or premium, if any, or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto or (ii) any other event of default with respect to any Senior Indebtedness permitting the holders of such Senior Indebtedness (or a trustee or other representative on behalf of the holders thereof) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, upon written notice thereof to the Company and the Trustee by any holders of Senior Indebtedness (or a trustee or other representative on behalf of the holders thereof) (the "Default Notice"), unless and until such event of default shall have been cured or waived or ceased to exist and such acceleration shall have been rescinded or annulled; provided such payments may not be prevented under clause (ii) above for more than 179 days after an applicable Default Notice has been received by the Trustee unless the Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety, in which case no such payment may be made until such acceleration has been rescinded or annulled or such Senior Indebtedness has been paid in full. No event of default which existed or was continuing on the date of any Default Notice may be made the basis for the giving of a second Default Notice and only one such Default Notice may be given in any 365-day period. (Article Four) By reason of such subordination, in the event of insolvency, creditors of the Company who are not holders of Senior Indebtedness or of the 8 1/4% Notes may recover less, ratably, than holders of Senior Indebtedness and may recover more, ratably, than the Holders of the 8 1/4% Notes. "Senior Indebtedness" means, with respect to the Company, any of the following (without duplication): (i) (a) any liability or obligation of the Company for borrowed money (including, without limitation, principal of and premium, if any, interest, fees, penalties, expenses, collection expenses, and other obligations in respect thereof, and, to the extent permitted by applicable law, interest accruing after the filing of a petition initiating any proceeding under the Bankruptcy Code whether or not allowed as a claim in such proceeding), whether or not evidenced by bonds, debentures, notes or other written instruments, and any other liability or obligation evidenced by notes, bonds, debentures or similar instruments (other than the 8 1/4% Notes) whether or not contingent and whether outstanding on the date of execution of the 8 1/4% Indenture or thereafter created, incurred or assumed, (b) any deferred payment obligation of the Company for the payment of the purchase price of property or assets evidenced by a note or similar instrument (excluding any obligation for trade payables or constituting the deferred purchase price of property or assets which is not evidenced by a note or similar instrument and which is unsecured), (c) any obligation of the Company for the payment of rent or other amounts under a lease of property or assets which obligation is required to be classified and accounted for as a capitalized lease on the balance sheet of the Company under generally accepted accounting principles, (d) all obligations of the Company under interest rate and currency swaps, floors, caps, or similar arrangements intended to fix interest rate obligations or currency fluctuation risks, (e) all obligations of the Company evidenced by a letter of credit or any reimbursement obligation of the Company in respect of a letter of credit, (f) all obligations of others secured by a lien to which any of the properties or assets of the Company are subject (including, without limitation, leasehold interests and any intangible property rights), whether or not the obligations secured thereby have been assumed by the Company or shall otherwise be the Company's legal obligation and (g) all obligations of others of the kinds described in the preceding clauses (a), (b), (c), (d) or (e) assumed by or guaranteed by the Company and the obligations of the Company under guarantees of any such obligations; and (ii) any amendments, renewals, extensions, deferrals, -28- modifications, refinancing and refunding of any of the foregoing. "Senior Indebtedness" shall not include: (i) indebtedness that by the terms of the instrument or instruments by which such indebtedness was created or incurred expressly provides that it (a) is junior in right of payment to the 8 1/4% Notes or (b) ranks pari passu, in right of payment with the 8 1/4% Notes, (ii) any repurchase, redemption or other obligation in respect of Disqualified Capital Stock, (iii) any indebtedness of the Company to any Subsidiary or to any Affiliate of the Company or any of the Subsidiaries, (iv) any indebtedness incurred in connection with the purchase of goods, assets, materials or services in the ordinary course of business or representing amounts recorded as accounts payable, trade payables (which are unsecured) or other current liabilities (other than for borrowed money) or deferred revenue and deposits of the Company on the books of the Company (other than the current portion of any long-term indebtedness of the Company that but for this clause (iv) would constitute Senior Indebtedness), (v) any indebtedness of or amount owed by the Company to employees for services rendered to the Company, (vi) any liability for Federal, state, local or other taxes owing or owed by the Company and (vii) the Company's 9 1/2% Subordinated Debentures due 2012. (Section 1.01) However, the 8 1/4% Notes are Senior Indebtedness with respect to the Company's 9 1/2% Subordinated Debentures due 2012. The 8 1/4% Notes are subordinated to all indebtedness and other liabilities and commitments (including trade payables and lease obligations) of the Company's subsidiaries. Any right of the Company to receive assets of any such subsidiary upon the liquidation or reorganization of any such subsidiary (and the consequent right of the Holders of the 8 1/4% Notes to participate in those assets) will be effectively subordinated to the claims of that subsidiary's creditors, except to the extent that the Company is itself recognized as a creditor of such subsidiary, in which case the claims of the Company would still be subordinate to any security in the assets of such subsidiary and any indebtedness of such subsidiary senior to that held by the Company. The 8 1/4% Indenture does not restrict the incurrence of additional Indebtedness, including Senior Indebtedness. At September 30, 2006, the Company's Senior Indebtedness aggregated approximately $18.9 million, excluding accrued interest and the Company's subsidiaries had indebtedness and other liabilities of approximately $23.8 million. The Company expects from time to time to incur additional indebtedness, including Senior Indebtedness. See Note 9 of "Notes to Consolidated Financial Statements" for a more detailed description of the Company's outstanding indebtedness. The Company's 9 1/2 % Subordinated Debentures due 2012 are not Senior Indebtedness. Optional Redemption The 8 1/4% Notes are redeemable at the Company's option, in whole or from time to time in part, upon not less than 20 nor more than 65 days' notice mailed to each Holder of the 8 1/4% Notes to be redeemed at such Holder's address appearing in the Note Register, on any date prior to maturity. The Redemption Prices (expressed as a percentage of the principal amount) are as follows for the periods beginning March 1 of the years indicated: Year Percentage ---- ---------- 2006 102.00% 2007 101.00 2008 100.00 thereafter and at maturity at 100% of principal, together in the case of any such redemption with accrued interest to the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date). No sinking fund is provided for the 8 1/4% Notes. Events of Default The following are Events of Default under the 8 1/4% Indenture: (i) failure to pay principal of or premium, if any, on any 8 1/4% Note when due, whether or not such payment is prohibited by the subordination provisions of the 8 1/4% Indenture; -29- (ii) failure to pay any interest on any 8 1/4% Note when due, continued for 30 days, whether or not such payment is prohibited by the subordination provisions of the 8 1/4% Indenture; (iii) default in the payment of the Repurchase Price in respect of any 8 1/4% Note on the Repurchase Date therefor, whether or not such payment is prohibited by the subordination provisions of the 8 1/4% Indenture; (iv) failure to perform or breach of any other covenant of the Company in the 8 1/4% Indenture, which continues for 60 days after written notice as provided in the 8 1/4% Indenture; and (v) certain events of bankruptcy, insolvency or reorganization of the Company or any Significant Subsidiary. (Section 7.01) Subject to the provisions of the 8 1/4% Indenture relating to the duties of the Trustee, in case an Event of Default shall occur and be continuing, the Trustee will be under no obligation to exercise any of its rights or powers under the 8 1/4% Indenture at the request or direction of any of the Holders, unless such Holders shall have offered to the Trustee reasonable indemnity. (Section 8.01) Subject to the Trustee being offered reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by the Trustee, the Holders of a majority in aggregate principal amount of the Outstanding 8 1/4% Notes will have the right by written instruction to the Trustee, to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. (Section 7.05) If an Event of Default shall occur and be continuing, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding 8 1/4% Notes may accelerate the maturity of all 8 1/4% Notes; provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the Outstanding 8 1/4% Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the non-payment of accelerated principal, have been cured or waived as provided in the 8 1/4% Indenture. (Section 7.02) For information as to waiver of defaults, see the section of this Offering Circular entitled "Modification and Waiver" below. No Holder of any 8 1/4% Note will have any right to institute any proceeding with respect to the 8 1/4% Indenture or for any remedy thereunder, unless (i) such Holder shall have previously given to the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate principal amount of the Outstanding 8 1/4% Notes shall have made written request to the Trustee to institute proceedings, (ii) such Holder has offered to the Trustee reasonable indemnity, (iii) the Trustee for 60 days after receipt of such notice has failed to institute any such proceeding and (iv) no direction inconsistent with such request shall have been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding 8 1/4% Notes. (Section 7.06) However, such limitations do not apply to a suit instituted by a Holder of a 8 1/4% Note for enforcement of (a) payment of the principal of and premium, if any, or interest on such 8 1/4% Note on or after the respective due dates expressed in such 8 1/4% Note, (b) the right to require repurchase of such 8 1/4% Note or (c) the right to convert such 8 1/4% Note in accordance with the 8 1/4% Indenture. (Section 7.07) The 8 1/4% Indenture provides that the Company will deliver to the Trustee, within 95 days after the end of each fiscal year, an officers' certificate, stating as to each signer thereof that he or she is familiar with the affairs of the Company and whether or not to his or her knowledge the Company is in default in the performance and observance of any of the Company's obligations under the 8 1/4% Indenture and if the Company shall be in default, specifying all such defaults of which he or she has knowledge and the nature and status thereof. (Section 6.04) Consolidation, Merger and Sale of Assets The Company, without the consent of the Holders of any of the 8 1/4% Notes under the 8 1/4% Indenture, may consolidate with or merge into any other Person or convey, transfer or lease its assets substantially as an entirety to any Person, provided that (i) the successor is a Person organized under the laws of any domestic jurisdiction; (ii) the successor Person, if other than the Company, assumes the Company's obligations on the 8 1/4% Notes and under the 8 1/4% Indenture; (iii) after giving effect to the transaction no Event of Default, and no event after notice or lapse of time, would become an Event of Default, shall have occurred and be continuing; (iv) the Company or the surviving person (if other than the Company) (A) will have Consolidated Net Worth (immediately after the -30- transaction but prior to any purchase accounting adjustments resulting from the transaction) greater than or equal to the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 6.12 of the 8 1/4% Indenture and (v) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with this covenant and that all conditions precedent herein provided for relating to such transaction have been complied with. (Section 12.01) "Consolidated Net Worth" means, with respect to any Person as of any date, the sum of (i) the consolidated equity of the common stockholders of such Person and its consolidated Subsidiaries as of such date plus (ii) the respective amounts reported on such Person's balance sheet as of such date with respect to any series of preferred stock (other than Disqualified Capital Stock). Modification and Waiver Modifications and amendments of the 8 1/4% Indenture may be made by the Company and the Trustee with the consent of the Holders of 66% in aggregate principal amount of the Outstanding 8 1/4% Notes; provided, however, that no such modification or amendment may, without consent of the Holder of each outstanding 8 1/4% Note affected thereby, (i) change the stated maturity of the principal of, or any installment of interest on any 8 1/4% Note; (ii) reduce the principal amount of, or the premium or interest on any 8 1/4% Note; (iii) change the place of payment where, or currency in which, any 8 1/4% Note or any premium or interest thereof is payable; (iv) impair the right to institute suit for the enforcement of any payment on or with respect to any 8 1/4% Note; (v) adversely affect the right to convert the 8 1/4% Notes; (vi) adversely affect the right to cause the Company to repurchase the 8 1/4% Notes; (vii) modify the subordination provisions in a manner adverse to the Holders of the 8 1/4% Notes; (viii) reduce the above-stated percentage of Outstanding 8 1/4% Notes necessary to modify or amend the 8 1/4% Indenture; or (ix) reduce the percentage of aggregate principal amount of Outstanding 8 1/4% Notes necessary for waiver of compliance with certain provisions of the 8 1/4% Indenture or for waiver of certain defaults. (Section 11.02) The Holders of a majority in aggregate principal amount of Outstanding 8 1/4% Notes may waive compliance by the Company with certain restrictive provisions of the 8 1/4% Indenture. (Section 7.04) The Holders of a majority in aggregate principal amount of the Outstanding 8 1/4% Notes may waive any past default or right under the 8 1/4% Indenture, except (i) a default in payment of principal, premium or interest, (ii) the right of a Holder to redeem or convert the 8 1/4% Note or (iii) with respect to any covenant or provision of the 8 1/4% Indenture that requires the consent of the Holder of each Outstanding 8 1/4% Note affected. (Section 7.04) Repurchase at Option of Holders Upon a Repurchase Event The 8 1/4% Indenture provides that if a Repurchase Event occurs after initial issuance of the 8 1/4% Notes, each Holder of the 8 1/4% Notes shall have the right (which might may not be waived by the Board of Directors or the Trustee) at the Holder's option, to require the Company to repurchase all of such Holder's 8 1/4% Notes, or any portion thereof that is an integral multiple of $1,000, on the date (the "Repurchase Date") that is 45 calendar days after the date of the Company Notice (as defined below), for cash at a price equal to 100% of the principal amount of such 8 1/4% Notes to be repurchased (the "Repurchase Price"), together with accrued interest to the Repurchase Date. (Section 6.09) Within 15 calendar days after the occurrence of a Repurchase Event, the Company is obligated to mail all Holders of record of the 8 1/4% Notes a notice (the "Company Notice") of the occurrence of such Repurchase Event and of the repurchase right arising thereof. The Company must deliver a copy of the Company Notice to the Trustee. To exercise the repurchase right, the Holder of such 8 1/4% Note must deliver on or before the fifth day preceding the Repurchase Date irrevocable written notice to the Trustee of the Holder's exercise of such right (except that the right of the Holders to convert such 8 1/4% Notes on or before March 1, 2007 shall continue until the close of business on the last Trading Day preceding the Repurchase Date), together with the 8 1/4% Notes with respect to which the right is being exercised, duly endorsed for transfer to the Company. (Section 6.09) A Repurchase Event will be deemed to have occurred at such time after initial issuance of the 8 1/4% Notes if: -31- (i) any Person (including any syndicate or group deemed to be a "Person" under Section 13(d) (3) of the Exchange Act), other than the Company, any subsidiary of the Company, any existing Person (including directly or indirectly, the immediate family of any such Person) who currently beneficially owns shares of capital stock with 50% or more of the voting power as described below, or any current or future employee or director benefit plan of the Company or any subsidiary of the Company or any entity holding capital stock of the Company for or pursuant to the terms of such plan, or an underwriter engaged in a firm commitment underwriting in connection with a public offering of capital stock of the Company, is or becomes the beneficial owner, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions of shares of capital stock of the Company entitling such Person to exercise 50% or more of the total voting power of all shares of capital stock of the Company entitled to vote generally in the election of directors; (ii) the Company sells or transfers all or substantially all of the assets of the Company to another Person; (iii) there occurs any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger (a) which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock, (b) which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock, or (c) a transaction in which the stockholders of the Company immediately prior to such transaction owned, directly or indirectly, immediately following such transaction, at least a majority of the combined voting power of the outstanding voting stock of the Company resulting from the transaction, such stock to be owned by such stockholders in substantially the same proportion as their ownership of the voting stock of the Company immediately prior to such transaction); (iv) a change in the Board of Directors of the Company in which the individuals who constituted the Board of Directors of the Company at the beginning of the 24-month period immediately preceding such change (together with any other director whose election by the Board of Directors of the Company or whose nomination for election by the stockholders of the Company was approved by a vote of at least a majority of the directors then in office either who were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the directors then in office; or (v) the Common Stock of the Company is the subject of a "Rule 13e-3 transaction" as defined under the Exchange Act, provided, however, that a Repurchase Event shall not be deemed to have occurred if the closing price per share of the Common Stock for any five Trading Days within the period of ten consecutive Trading Days ending immediately before a Repurchase Event shall equal or exceed 110% of the Conversion Price of such 8 1/4% Notes in effect on each such Trading Day. A "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated by the SEC under the Exchange Act, as in effect on the date of execution of the 8 1/4% Indenture. (Sections 1.01 and 6.09) The right to require the Company to repurchase the 8 1/4% Notes as a result of the occurrence of a Repurchase Event could create an event of default under Senior Indebtedness as a result of which any repurchase could, absent a waiver, be blocked by the subordination provisions of the 8 1/4% Notes. See the section of this Offering Circular entitled "Subordination" above. Failure of the Company to repurchase the 8 1/4% Notes when required would result in an Event of Default with respect to the 8 1/4% Notes whether or not such repurchase is permitted by the subordination provisions. The Company's ability to pay cash to the Holders of 8 1/4% Notes upon a repurchase may be limited by certain financial covenants contained in the Company's principal loan and security agreement. Rule 13e-4 under the Exchange Act requires, among other things, the dissemination of certain information to security holders in the event of any issuer tender offer and may apply in the event that the repurchase option becomes available to the Holders of the 8 1/4% Notes. The Company will comply with this rule to the extent applicable at that time. (Section 6.09) The repurchase feature of the 8 1/4% Notes may in certain circumstances make more difficult or discourage a takeover of the Company and the removal of incumbent management. The foregoing provisions would not necessarily afford Holders of the 8 1/4% Notes protection in the event of highly leveraged or other transactions involving the Company that may adversely affect Holders. -32- Except as described above with respect to a Repurchase Event, the 8 1/4% Indenture does not contain provisions permitting the Holders of the 8 1/4% Notes to require the Company to repurchase or redeem the 8 1/4% Notes in the event of a takeover, recapitalization or similar transaction. Subject to the limitation on mergers and consolidations described above, the Company, its management or its subsidiaries could, in the future, enter into certain transactions, including refinancing, certain recapitalizations, acquisitions, the sale of all or substantially all of its assets, the liquidation of the Company or similar transactions, that would not constitute a Repurchase Event under the 8 1/4% Indenture, but that would increase the amount of Senior Indebtedness (or any other Indebtedness) outstanding at such time or substantially reduce or eliminate the Company's assets. Under certain circumstances, the incurrence of significant amounts of additional indebtedness could have an adverse effect on the Company's ability to service its indebtedness, including the 8 1/4% Notes. If a Repurchase Event were to occur, there is no assurance that the Company would have sufficient funds to repurchase all 8 1/4% Notes tendered by the Holders thereof or to make any principal, premium, if any, or interest payments otherwise required by the 8 1/4% Notes. As noted above, one of the events that constitutes a Repurchase Event under the 8 1/4% Indenture is a sale or other transfer of all or substantially all of the assets of the Company. The 8 1/4% Indenture is governed by New York law, and the definition under New York law of "substantially all" of the assets of a corporation varies according to the facts and circumstances of the transaction. Accordingly, if the Company were to engage in a transaction in which it disposed of less than all of its assets, a question of interpretation could arise as to whether such disposition was of "substantially all" of its assets and whether the transaction was a Repurchase Event. Satisfaction and Discharge The Company may, subject to certain conditions, discharge its obligations under the 8 1/4% Indenture while the 8 1/4% Notes remain outstanding if (i) all outstanding 8 1/4% Notes will become due and payable at their scheduled maturity within one year or (ii) all outstanding 8 1/4% Notes are scheduled for redemption within one year, and, in either case, the Company has deposited with the Trustee an amount sufficient to pay and discharge all outstanding 8 1/4% Notes on the date of their scheduled maturity or the scheduled date of redemption. (Section 13.01) Reports In addition to complying with any applicable legal requirements, the Company will deliver to the Holders of record, and to any beneficial owners so requesting, annual reports containing audited consolidated financial statements with a report thereon by the Company's independent public accountants. (Section 8.06) Governing Law The 8 1/4% Indenture and the 8 1/4% Notes are governed by and construed in accordance with the laws of the State of New York. Information Concerning the Trustee Wells Fargo Bank, N.A. is the Trustee under the 8 1/4% Indenture. A successor Trustee may be appointed in accordance with the terms of the 8 1/4% Indenture. The Trustee's duties are set forth in the Trust Indenture Act, as amended (the "Trust Indenture Act"), and in the 8 1/4% Indenture. The Trust Indenture Act imposes certain limitations on the right of the Trustee, in the event it becomes a creditor of the Company, to obtain payment of claims in certain cases, or to realize on certain property received in respect to any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; provided, however, it if acquires any conflicting interest within the meaning of Section 310 of the Trust Indenture Act, it must generally either eliminate such conflict or resign. Prior to an Event of Default, the Trustee is responsible to perform only such duties as are specifically set out in -33- the 8 1/4% Indenture. In case an Event of Default shall occur (and shall not be cured), the Trust Indenture Act required that the Trustee use the degree of care of a prudent person in the conduct of its own affairs in the exercise of its powers. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the 8 1/4% Indenture at the request of any of the Holders of 8 1/4% Notes, unless they shall have offered to the Trustee reasonable indemnity. (Section 8.01) The Holders of a majority in principal amount of all Outstanding 8 1/4% Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy or power available to the Trustee, provided that such direction does not conflict with any rule of law or with the 8 1/4% Indenture, is not prejudicial to the rights of another Holder or the Trustee, and does not involve the Trustee in personal liability. (Sections 7.05 and 8.01) -34- DESCRIPTION OF CAPITAL STOCK Common Stock The shares of Common Stock are entitled to one (1) vote per share on all matters submitted to stockholders. The holders of Common Stock are entitled to vote separately as a class on all matters requiring an amendment to the Company's Certificate of Incorporation, as well as on mergers, consolidations and certain other significant transactions for which stockholder approval is required under Delaware law. Holders of the Common Stock do not have preemptive rights or cumulative voting rights. Dividends on the Common Stock will be paid if, and when declared. In the event of liquidation or insolvency, the Common Stock is entitled to receive the entire net assets of the Company remaining after payment of all debts and other claims of creditors and after the holders of each series of Preferred Stock, if any, have been paid the preferred liquidating distribution on their shares, if any, as fixed by the Board of Directors of the Company. The Common Stock is not convertible into shares of any other equity security of the Company. The Common Stock is freely transferable. As of December 31, 2006, there were 622 holders of record of Common Stock. Class B Stock The shares of Class B Stock are entitled to ten (10) votes per share on all matters submitted to stockholders. The holders of Class B Stock are entitled to vote separately as a class (as are the shares of Common Stock) on all matters requiring an amendment to the Company's Certificate of Incorporation, as well as on mergers, consolidations and certain other significant transactions for which stockholder approval is required under Delaware law. Holders of the Class B Stock do not have preemptive rights or cumulative voting rights. Dividends on the Class B Stock will be paid only as and when dividends on the Common Stock are declared and paid. The Common Stock is entitled to cash dividends which are 11.11% higher per share than the cash dividends which may be paid on the Class B Stock, but otherwise the Common Stock and the Class B Stock rank equally. Stock dividends on and stock splits of Class B Stock will only be payable or made in shares of Class B Stock. In the event of liquidation or insolvency, each share of Class B Stock will be entitled, through conversion into Common Stock, to share ratably with the Common Stock in the assets remaining after payment of all debts and other claims of creditors, subject to the rights of any Preferred Stock which may be issued in the future. Holders of Class B Stock may elect at any time to convert any or all of such shares back into shares of the Common Stock on a share-for-share basis. In the event that the number of outstanding shares of Class B Stock falls below 5% of the aggregate number of issued and outstanding shares of Common Stock and Class B Stock, or the Board of Directors and a majority of the outstanding shares of Class B Stock approve the conversion of all of the Class B Stock into Common Stock, then immediately upon the occurrence of the Class B Stock will automatically be converted into shares of Common Stock. In the event of such conversion, certificates formerly representing outstanding shares of Class B Stock will thereafter be deemed to represent a like number of shares of Common Stock. The Class B Stock is not transferable except to certain family members and related entities. As of December 31, 2006, there were 59 holders of Class B Stock. -35- Class A Stock Each share of Class A Stock has no voting rights except as otherwise required by law. Under the Delaware General Corporation Law, holders of Class A Stock are entitled to vote on proposals to increase or decrease the number of authorized shares of Class A Stock, change the par value of the Class A Stock or to alter or change the powers, preferences or special rights of the shares of Class A Stock which may affect them adversely. Each outstanding share of Class A stock is entitled to receive such dividends and other distributions in cash, stock or property as may be declared by the Board of Directors of the Company, provided that, if at any time a cash dividend is paid on the Common Stock, a cash dividend will also be paid on the Class A Stock in an amount 10% higher than the amount per share paid on the Common Stock and 22.2% higher than that paid on the Class B Stock. In no event shall dividends and other distributions be paid on any of the Common Stock, Class A Stock or Class B Stock unless the other such classes of stock also receive dividends subject to the above provisions for the requirement of the respective higher cash dividends for Class A Stock and Common Stock. Dividends or other distributions payable in shares of stock shall be made to holders of Class A Stock in shares of Class A Stock. The Board can authorize a distribution of Class A Stock proportionately to holders of Common Stock, Class A Stock and Class B Stock. In no event will either Common Stock, Class A Stock or Class B Stock be split, divided or combined unless the others are also proportionately split, divided or combined. The Class A Stock will convert into Common Stock only at such time as all of the Class B Stock is converted to Common Stock in accordance with the terms of the Certificate of Incorporation. The Certificate of Incorporation provides that if the number of shares of Class B Stock falls below 5% of the aggregate number of outstanding shares of Common Stock and Class B Stock, or if the Board of Directors and a majority of the outstanding shares of Class B Stock approve, the outstanding shares of Class B Stock will be converted into Common Stock. Consistent with the terms of the Common Stock and Class B Stock, the Class A Stock does not carry any preemptive rights enabling a holder to subscribe for or receive shares of any class of stock of the Company or any other securities convertible into shares of any class of stock of the Company. The Class A Stock is entitled to receive the same consideration per share as the Common Stock and Class B Stock in the event of any liquidation, dissolution or winding-up of the Company. Each holder of Class A Stock is entitled to receive the same per share consideration as the per share consideration, if any, received by any holder of the Common Stock and Class B Stock in a merger or consolidation of the Company. There are no shares of Class A Stock outstanding. Preferred Stock Preferred stock may be issued in one or more series from time to time by action of the Board of Directors. The shares of any series of Preferred Stock may be convertible into Common Stock, may have priority over the Common Stock, Class B Stock and Class A Stock in the payment of dividends and as to the distribution of assets in the event of liquidation, dissolution or winding-up of the Company and may have preferential or other voting rights, in each case, to the extent, if any, determined by the Board of Directors of the Company at the time it creates the series of Preferred Stock. There currently are no shares of Preferred Stock outstanding. Delaware Anti-Takeover Law Under Section 203 of the Delaware General Corporation Law (the "Delaware anti-takeover law"), certain "business combinations" between a Delaware corporation whose stock is listed on a national securities exchange or held of record by more than 2,000 stockholders, and an "interested stockholder" are prohibited for a three-year period following the date that such stockholder became an interested stockholder, unless (i) the corporation has -36- elected in its certificate of incorporation or bylaws not to be governed by the Delaware anti-takeover law (the Company has not made such an election), (ii) the business combination was approved by the board of directors of the corporation before the other party to the business combination became an interested stockholder, (iii) upon consummation of the transaction that made it an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the commencement of the transaction (excluding voting stock owned by directors who are also officers or held in employee stock plans in which the employees do not have a right to determine confidentially whether to tender or vote stock held by the plan), or (iv) the business combination was approved by the board of directors of the corporation and ratified by 66% of the voting stock which the interested stockholder did not own. The three year prohibition does not apply to certain business combinations proposed by an interested stockholder following the announcement or notification of certain extraordinary transactions involving the corporation and a person who had not been an interested stockholder during the previous three years or who became an interested stockholder with the approval of a majority of the corporation's directors. The term "business combination" is defined generally to include mergers or consolidations between a Delaware corporation and an interested stockholder, transactions with an interested stockholder involving the assets or stock of the corporation or its majority-owned subsidiaries and transactions which increase an interested stockholder's percentage ownership of stock. The term "interested stockholder" is defined generally as a stockholder who becomes the beneficial owner of 15% or more of a Delaware corporation's voting stock. The Delaware anti-takeover law could have the effect of delaying, deferring or preventing a change in control of the Company. Limitation of Liability and Indemnification Matters The Company's Certificate of Incorporation provides that directors of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, relating to prohibited dividends or distributions or the repurchase or redemption of stock, or (iv) for any transaction from which the director derives an improper personal benefit. The provision does not apply to claims against a director for violations of certain laws, including Federal securities law. If the Delaware General Corporation Law is amended to authorize the further elimination or limitation of directors' liability, then the liability of directors of the Company shall automatically be limited to the fullest extent provided by law. The Company's By-laws also contain provisions to indemnify the directors, officers, employees or other agents to the fullest extent permitted by the Delaware General Corporation Law. In addition, the Company has entered into indemnification agreements with its current directors and executive officers. These provisions and agreements may have the practical effect in certain cases of eliminating the ability of stockholders to collect monetary damages from directors. The Company believes that these contractual agreements and the provisions in its Certificate of Incorporation and By-laws are necessary to attract and retain qualified persons as directors and officers. Special Voting Requirements The Company's Certificate of Incorporation, as presently in effect, contains a required four-fifths vote on mergers, consolidations or a sale of substantially all of the Company's assets with an "Interested Person," i.e. a Holder of 10% or more of its Common Stock unless such transaction is first approved by the Company's Board of Directors. It also contains a "fair price" provision requiring all stockholders to receive equal treatment in the event of a takeover which may be coercive; such provision may not be amended except by a four-fifths vote of the stockholders and may be considered to have the effect of discouraging tender offers, takeover attempts, acquisitions or business combinations involving the Company; and such provision also requires that business combinations involving the Company and certain "Acquiring Persons" (i.e., a person or entity which directly or indirectly owns or controls at least 5% of the voting stock of the Company) be approved by the holders of four- fifths of the Company's outstanding shares entitled to vote (excluding shares held by an Acquiring Person) unless such business combination either: (1) has been authorized by the Board of Directors prior to the time that the Acquiring Person involved in such business combination became an Acquiring Person, or -37- (2) will result in the receipt by the other stockholders of a specified minimum amount and form of payment for their shares. Transfer Agent and Registrar The transfer agent and registrar of the Common Stock of the Company is Continental Stock Transfer & Trust Company, 17 Battery Place, New York, New York 10004. INCORPORATION OF DOCUMENTS BY REFERENCE The SEC allows us to "incorporate by reference" information into this document, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. This document incorporates by reference the documents set forth below that we have previously filed with the SEC. These documents contain important information about Trans-Lux and its finances. The following documents that we previously filed with the SEC are incorporated in this Offering Circular by reference: * Quarterly Report on Form 10-Q for the periods ended March 31, June 30, and September 30, 2006; * Annual Report on Form 10-K for the fiscal year ended December 31, 2005; * Proxy Statement on Schedule 14A relating to our 2006 Annual Meeting of Stockholders; and * Current Reports on Form 8-K dated April 17, May 16, May 26, June 14, August 14, September 28, and November 17, 2006. We are not incorporating any documents filed with the SEC after the date of this Offering Circular. -38- INFORMATION AND LETTER OF TRANSMITTAL REQUESTS Requests for information, Letters of Transmittal or additional copies of this Offering Circular should be made to: Ms. Angela D.Toppi - Secretary Trans-Lux Corporation 110 Richards Avenue Norwalk, CT 06856-5090 Phone Number: (203) 853-4321 Fax Number: (203) 866-9496 E-mail address: atoppi@trans-lux.com Exchange Agent If 8 1/4% Noteholders wish to tender in the Exchange Offer, delivery of the Letter of Transmittal, and 8 1/4% Note certificates and any other required documents should be made to the Exchange Agent, Wells Fargo Bank, N.A., as follows: By Mail ------- Wells Fargo Bank, N.A. Corporate Trust Services 6th and Marquette, MAC N9303-120 Minneapolis, MN 55479 Attn: Andrew Nyquist __________________ -39- EX-99.A.1.B 3 transmtl.txt LETTER OF TRANSMITTAL Exhibit (a)(1)(B) LETTER OF TRANSMITTAL TO ACCOMPANY CERTIFICATE FOR 8 1/4% LIMITED CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2012 TRANS-LUX CORPORATION OFFER TO EXCHANGE UP TO 1,197,000 SHARES OF COMMON STOCK ("COMMON STOCK") PURSUANT TO THE OFFERING CIRCULAR DATED FEBRUARY 14, 2007 FOR UP TO $9,000,000 PRINICPAL AMOUNT OF 8 1/4% LIMITED CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2012 (the "NOTES") THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MARCH 15, 2007, UNLESS EXTENDED OR EARLIER TERMINATED. TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW CITY TIME, ON THE EXPIRATION DATE. The Exchange Agent is: Wells Fargo Bank, N.A.
By Regular or Certified Mail: By Overnight Courier: By Facsimile: - ---------------------------- -------------------- ------------ Wells Fargo Bank, N.A. Wells Fargo Bank, N.A. (Eligible Guarantor Institutions Only) Corporate Trust Services Corporate Trust Services (612) 667-9825 6th and Marquette, MAC N9303-120 6th and Marquette, MAC N9303-120 To Confirm by Telephone Minneapolis, MN 55479 Minneapolis, MN 55479 -----------------------: Attn: Andrew Nyquist Attn: Andrew Nyquist or for Information Call: ----------------------- (612) 667-7390
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN THOSE SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS BY FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY OF YOUR NOTES. NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACOMPANYING INSTRUCTIONS CAREFULLY BOX BELOW TO BE COMPLETED BY ALL TENDERING HOLDERS OF NOTES DESCRIPTION OF NOTES TENDERED Name and Address of Registered Holder 1 2 3 Certificate Aggregate Amount of Notes Number (s) Amount Tendered ________________________________________ ________________________________________ ________________________________________ Total: ________________________________________ BOXES BELOW TO BE CHECKED AS APPLICABLE [ ] CHECK HERE IF THE CERTIFICATE(S) REPRESENTING YOUR NOTES IS BEING TENDERED WITH THIS LETTER OF TRANSMITTAL. [ ] CHECK HERE IF THE CERTIFICATE(S) REPRESENTING YOUR NOTES HAS BEEN LOST, DESTROYED OR STOLEN AND YOU REQUIRE ASSISTANCE IN OBTAINING A NEW CERTIFICATE(S). Certificate number(s) _____________________________________________ Amount represented _____________________________________________ You must contact the Exchange Agent to obtain instructions for replacing lost, destroyed or stolen certificate(s) representing amount of Notes. See Instruction 12. By signing this Letter of Transmittal, you hereby acknowledge that you have received and reviewed the Offering Circular dated February 14, 2007 (the "Offering Circular"), of Trans-Lux Corporation ("Trans-Lux") and this Letter of Transmittal (the "Letter of Transmittal"). The Offering Circular, together with this Letter of Transmittal, constitutes Trans- Lux' offer to exchange (the "Exchange Offer") 133 shares of its Common Stock ("Common Stock") for each $1,000 principal amount of Trans-Lux' currently outstanding 8 1/4% Limited Convertible Senior Subordinated Notes due 2012 (CUSIP No. 893247 AE 6) (the "Notes"). Subject to the terms and conditions of the Exchange Offer, Trans-Lux will issue up to 1,197,000 shares of its Common Stock in exchange for up to $9,000,000 principal amount of its Notes, representing approximately 50% of the $17,958,000 outstanding principal amount of the Notes, to the extent such Notes are properly tendered and not withdrawn prior to the expiration of the Exchange Offer. If more than $9,000,000 principal amount of Notes are tendered, Trans-Lux will accept tenders from each tendering Holder of the Notes on a pro rata basis unless Trans- Lux elects to accept all tendered Notes. Trans-Lux will announce any final proration factor within seven business days after the Expiration Date. Trans-Lux reserves the right to extend or terminate the Exchange Offer if any of the conditions set forth in the section of the Offering Circular 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. 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 of the Exchange Offer. If you decide to tender your Notes and Trans-Lux accepts the Notes, this will constitute a binding agreement between you and Trans-Lux, subject to the terms and conditions set forth in the Offering Circular and this Letter of Transmittal. Unless you comply with the procedures described in the section of the Offering Circular entitled "The Exchange Offer-Guaranteed Delivery Procedures," you must do one of the following prior to the expiration of the Exchange Offer to participate in the Exchange Offer: . tender your Notes by sending the certificates representing your Notes, in proper form for transfer, a properly completed and duly executed Letter of Transmittal, with any required signature guarantees, and all other documents required by this Letter of Transmittal to the Exchange Agent at one of the addresses set forth above; or . if you hold Notes in "street name" through your broker, you should follow the instructions provided by your broker. If you are a Holder of Notes and wish to tender your Notes in the Exchange Offer, but (1) the certificates representing your Notes are not immediately available, or (2) time will not permit your certificates or other required documents to reach Wells Fargo Bank, N.A., (the "Exchange Agent") before the expiration of the Exchange Offer, you may tender the Notes by following the procedures described in the section of the Offering Circular entitled "The Exchange Offer-Guaranteed Delivery Procedures." 2 Only registered Holders of the Notes - which term, for purposes of this Letter of Transmittal, includes any participant in The Depository Trust Company's system whose name appears on a security position listing as the owner of the Notes - are entitled to tender their Notes for exchange in the Exchange Offer. If you are a beneficial owner whose Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your Notes in the Exchange Offer, you should promptly contact the person in whose name the Notes are registered and instruct that person to tender on your behalf. If you wish to tender in the Exchange Offer on your own behalf, prior to completing and executing this Letter of Transmittal and delivering the certificates representing your Notes, you must either make appropriate arrangements to register ownership of the Notes in your name or obtain a properly completed bond power from the person in whose name the Notes are registered. You must complete this Letter of Transmittal if you are a registered Holder of Notes - which term, for purposes of this Letter of Transmittal, includes any participant in the Depository Trust Company's system whose name appears on a security position listing as the owner of the Notes - and you wish to tender the certificates representing your Notes to the Exchange Agent together with this Letter of Transmittal. In order to properly complete this Letter of Transmittal, you must: (1) complete the box titled "Description of Notes Tendered," (2) if appropriate, check and complete the boxes relating to guaranteed delivery and the boxes titled "Special Issuance Instructions" and "Special Delivery Instructions," (3) sign this Letter of Transmittal by completing the box titled "Sign Here," and (4) complete the box titled "Substitute Form W-9." By completing the box titled "Description of Notes Tendered" and signing below, you will have tendered your Notes for exchange on the terms and conditions described in the Offering Circular and this Letter of Transmittal. You should read the detailed instructions below before completing this Letter of Transmittal. BOXES BELOW TO BE CHECKED AS APPLICABLE SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 5 and 6) (See Instructions 1, 5 and 6) TO BE COMPLETED ONLY IF CERTIFICATES TO BE COMPLETED ONLY IF CERTIFICATES FOR NOTES NOT TENDERED OR EXCHANGED FOR NOTES NOT TENDERED OR EXCHANGED OR COMMON STOCK ARE TO BE ISSUED IN OR COMMON STOCK ARE TO BE DELIVERED THE NAME OF SOMEONE OTHER THAN THE TO SOMEONE OTHER THAN THE REGISTERED REGISTERED HOLDER OF THE NOTES WHOSE HOLDER OF THE NOTES WHOSE NAME(S) NAME(S) APPEAR(S) BELOW. APPEAR(S) BELOW OR TO THE REGISTERED HOLDER AT AN ADDRESS OTHER THAN THAT SHOWN BELOW [ ] Common Stock to: [ ] Common Stock to: [ ] 8 1/4% Limited Convertible Senior [ ] 8 1/4% Limited Convertible Senior Subordinated Notes to: Subordinated Notes to: Name_________________________________ Name_________________________________ (Please Print) (Please Print) Address______________________________ Address______________________________ _____________________________________ _____________________________________ (Zip Code) (Zip Code) Telephone Number (____)______________ Telephone Number (____)______________ _____________________________________ _____________________________________ (Tax Identification (Tax Identification or Social Security No.) Social Security No.) (See Instruction) (See Instruction 9) 3 [ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED NOTES ARE BEING DELIVERED UNDER A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING: Name(s) of Registered Holder(s) _______________________________________ Window Ticket Number (if any) _________________________________________ Date of Execution of Notice of Guaranteed Delivery ____________________ Name of Institution which Guaranteed Delivery _________________________ Ladies and Gentlemen: Upon the terms and subject to the conditions of the Exchange Offer, as described in the Offering Circular and this Letter of Transmittal, I hereby tender to Trans-Lux the amount of Notes, described above in the box titled "Description of Notes Tendered," in exchange for 133 shares of Common Stock for each $1,000 principal amount of Notes tendered for exchange. I understand that, subject to the terms and conditions of the Exchange Offer, Trans-Lux will issue a maximum of 1,197,000 shares of its Common Stock in exchange for up to $9,000,000 principal amount of Notes, representing approximately 50% of the number of outstanding Notes, to the extent such Notes are properly tendered and not withdrawn prior to the expiration of the Exchange Offer. I also understand that, if more than $9,000,000 principal amount of Notes are tendered, Trans-Lux will accept tenders from each tendering Holder of Notes on a pro rata basis and that Trans-Lux will announce any proration factor within seven business days after the expiration date. I understand that Trans-Lux reserves the right to extend or terminate the Exchange Offer if the conditions set forth in the section of the Offering Circular entitled "The Exchange Offer-Conditions of the Exchange Offer" are not satisfied and to otherwise amend the Exchange Offer in any respect. I understand that the Exchange Offer is open to all Holders of Notes and is subject to customary conditions. I agree that, 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 of the Exchange Offer. Subject to and effective upon the acceptance for exchange of all or any portion of the Notes tendered by this Letter of Transmittal in accordance with the terms and conditions of the Exchange Offer - including, if the Exchange Offer is extended or amended, the terms and conditions of any extension or amendment - I hereby sell, assign and transfer to, or upon the order of, Trans-Lux all right, title and interest in and to the Notes tendered by this Letter of Transmittal. I hereby irrevocably constitute and appoint the Exchange Agent as my agent and attorney-in-fact - with full knowledge that the Exchange Agent is also acting as the agent of Trans-Lux in connection with the Exchange Offer with respect to the tendered Notes, with full power of substitution, such power of attorney being deemed to be an irrevocable power coupled with an interest, subject only to the right of withdrawal described in the Offering Circular, to (1) deliver certificates representing the tendered Notes to Trans-Lux together with all accompanying evidences of transfer and authenticity to, or upon the order of, Trans-Lux, upon receipt by the Exchange Agent, as my agent, (2) direct the transfer agent to issue certificates for Common Stock to be issued in exchange for the tendered Notes, (3) present certificates representing the tendered Notes for transfer, and to transfer the tendered Notes on the books of Trans-Lux, and (4) receive for the account of Trans-Lux all benefits and otherwise exercise all rights of ownership of the tendered Notes, all in accordance with the terms and conditions of the Exchange Offer. I hereby represent and warrant that I have full power and authority to tender, sell, assign and transfer the Notes tendered by this Letter of Transmittal and that, when the tendered Notes are accepted for exchange, Trans-Lux will acquire good, marketable and unencumbered title to the tendered Notes, free and clear of all liens, restrictions, charges and encumbrances, and that the tendered Notes are not subject to any adverse claims or proxies. I will, upon request, execute and deliver any additional documents deemed by Trans-Lux or the Exchange Agent to be necessary or desirable to complete the exchange, sale, assignment and transfer of the Notes tendered by this Letter of Transmittal. I have read and I agree to all of the terms of the Exchange Offer. 4 The name(s) and address(es) of the registered Holder(s) - which term, for purposes of the Letter of Transmittal, includes any participant in The Depository Trust Company's system whose name appears on a security position listing as the Holder of the Notes - of the Notes tendered by this Letter of Transmittal are printed above as they appear on the certificate(s) representing the Notes. The certificate number(s) and the Notes that I wish to tender are indicated in the appropriate boxes set forth above. Unless I have otherwise indicated by completing the box titled "Special Issuance Instructions" above, I hereby direct that the Common Stock be issued in the name(s) of the undersigned. Similarly, unless I have otherwise indicated by completing the box titled "Special Delivery Instructions," I hereby direct that the certificates for the Common Stock be delivered to the address shown below my signature. If I have (1) tendered any Notes that are not exchanged in the Exchange Offer for any reason or (2) submitted certificates for more Notes than I wish to tender, unless I have otherwise indicated by completing the boxes titled "Special Issuance Instructions" or "Special Delivery Instructions," I hereby direct that certificates for any Notes that are not tendered or not exchanged should be issued in the name of the undersigned, and delivered to the address shown below my signature, at Trans-Lux' expense, promptly following the expiration or termination of the Exchange Offer. I understand that if I decide to tender Notes and Trans-Lux accepts the Notes for exchange, this will constitute a binding agreement between Trans-Lux and me, subject to the terms and conditions set forth in the Offering Circular and this Letter of Transmittal. I also recognize that under certain circumstances described in the section of the Offering Circular titled "The Exchange Offer-Conditions of the Exchange Offer," Trans-Lux may not be required to accept for exchange any Notes tendered by this Letter of Transmittal. All authority conferred in or agreed to be conferred in this Letter of Transmittal will survive my death or incapacity, and any obligation of mine under this Letter of Transmittal will be binding upon my heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives, successors and assigns. Except as stated in the Offering Circular, this tender is irrevocable. SIGN HERE (SEE INSTRUCTIONS 2, 5 AND 6) (Please complete substitute Form W-9 below) (NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2) This Letter of Transmittal must be signed by (1) the registered Holder(s) - which term, for purposes of this Letter of Transmittal, includes any participant in The Depository Trust Company's system whose name appears on a security position listing as the Holder of the Notes - exactly as the name(s) of the registered Holder(s) appear(s) on the certificate(s) for the Notes tendered or on the register of Holders maintained by Trans-Lux, or (2) any person(s) authorized to become the registered Holder(s) by endorsements and documents transmitted with this Letter of Transmittal - including any opinions of counsel, certifications and other information as may be required by Trans-Lux for the Notes to comply with the restrictions on transfer, if any, applicable to the Notes. If the signature below is by a trustee, executor, administrator, guardian, attorney- in-fact, officer of a corporation or another acting in a similar fiduciary or representative capacity, please set forth the signer's full title. See Instruction 5. ____________________________________________________________________________ ____________________________________________________________________________ Signature(s) of Existing Holder(s) Dated: ___________________, 2007 Name(s)_____________________________________________________________________ ____________________________________________________________________________ (Please Print) Capacity ___________________________________________________________________ 5 Address ____________________________________________________________________________ ____________________________________________________________________________ (Zip Code) Tax Identification or Social Security No.___________________________________ (See Instruction 9) Area Code and Telephone No. ________________________________________________ Signature(s) Guaranteed (See Instruction 2, if required) Eligible Guarantor Institution _____________________________________________ Official Signature _________________________________________________________ Dated: ___________________, 2007
PAYOR'S NAME: WELLS FARGO BANK, N.A. _______________________________________________________________________________ SUBSTITUTE Name______________________________________________ FORM W-9 Address___________________________________________ Department of Treasury __________________________________________________ Internal Revenue Service (Number and Street) __________________________________________________ (City) (State) (Zip Code) Part 1(a) - PLEASE PROVIDE YOUR TIN TIN _______________________ IN THE BOX AT RIGHT AND CERTIFY BY ___________________________ SIGNING AND DATING BELOW (Social Security Number or Employer Identification Number) Payor's Request for Part 1 (b) - PLEASE CHECK THE BOX AT RIGHT IF YOU HAVE APPLIED Taxpayer Identification FOR, AND ARE AWAITING RECEIPT OF YOUR TIN [ ] Number ("TIN") Part 2 - FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING PLEASE WRITE "EXEMPT" HERE (SEE INSTRUCTIONS) Part 3 - CERTIFICATION UNDER PENALTIES OF PERJURY, I CERTIFY THAT (X) The number shown on this form is my correct TIN (or I am waiting for a number to be issued to me), (Y) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (2) I am a U.S. person (including a U.S. resident alien). Sign Here SIGNATURE: ___________________________________________________ DATE: ________________________________________________________
6 Certification of Instructions - You must cross out Item (Y) of Part 3 above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such Item (Y). YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 1(B) OF THE SUBSTITUTE FORM W-9 INDICATING YOU HAVE APPLIED FOR, AND ARE AWAITING RECEIPT OF, YOUR TIN. CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to the Payor by the time of payment, 30% of all reportable payments made to me pursuant to the Exchange Offer will be withheld. _____________________________________ ________________________________ Signature Date NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 30% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. 7 INSTRUCTIONS (Forming Part of the Terms and Conditions of the Exchange Offer) 1. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery Procedures You must complete this Letter of Transmittal if you are a Holder of Notes - which term, for purposes of this Letter of Transmittal, includes any participant in The Depository Trust Company's system whose name appears on a security position listing as the Holder of the Notes - and you wish to tender certificates representing your Notes to the Exchange Agent together with this Letter of Transmittal. In order to constitute a valid tender of your Notes, unless you comply with the procedures for Guaranteed Delivery described below, the Exchange Agent must receive the following documents at one of the addresses set forth above prior to the expiration of the Exchange Offer: (1) certificates representing the Notes, in proper form for transfer, (2) a properly completed and duly executed Letter of Transmittal, with any required signature guarantees, and (3) all other documents required by this Letter of Transmittal. If you are a Holder of Notes and wish to tender your Notes, but (1) the certificates representing your Notes are not immediately available, or (2) time will not permit the certificates or other required documents to reach the Exchange Agent before the expiration of the Exchange Offer, you may effect a tender if: (1) the tender is made through an Eligible Guarantor Institution (as defined below); (2) prior to the expiration of the Exchange Offer, the Exchange Agent receives from an Eligible Guarantor Institution a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form we have provided, setting forth your name and address and the amount of Notes you are tendering and stating that the tender is being made by Notice of Guaranteed Delivery; and (3) the Exchange Agent receives within three American Stock Exchange, Inc. ("AMEX") trading days after the date of execution of the Notice of Guaranteed Delivery: (a) the certificates for all physically tendered Notes, in proper form for transfer, (b) a properly completed and duly executed Letter of Transmittal, with any required signature guarantees, and (c) all other documents required by the Letter of Transmittal. The Notice of Guaranteed Delivery may be sent by overnight courier, hand delivery, registered or certified mail or facsimile transmission and must include a guarantee by an Eligible Guarantor Institution in the form set forth in the Notice. The method of delivery of certificates for Notes, Letters of Transmittal, and all other required documents is at your election. If you deliver your Notes by mail, we recommend registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. Please send certificates for Notes, Letters of Transmittal, or other required documents to the Exchange Agent at one of the addresses set forth above. Please do not send these documents to Trans-Lux. Trans-Lux will not accept any alternative, conditional or contingent tenders. Each tendering Holder, by execution of this Letter of Transmittal, waives any right to receive any notice of the acceptance of such tender. 2. Guarantee of Signatures No signature guarantee on this Letter of Transmittal is required if: (a) this Letter of Transmittal is signed by the registered Holder which term - for purposes of this Letter of Transmittal, includes any participant in The Depository Trust Company's system whose name appears on a security position listing as the owner of the Notes - tendered with this Letter of Transmittal, unless such Holder(s) has completed either the box titled "Special Issuance Instructions" or the box titled "Special Delivery Instructions" set forth above, or (b) the Notes are tendered for the account of a firm that is an Eligible Guarantor Institution. In all other cases, an Eligible Guarantor Institution must guarantee the signature(s) on this Letter of Transmittal. See Instruction 5. An "Eligible Guarantor Institution" (as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") means: . Banks (as defined in Section 3(a) of the Federal Deposit Insurance Act); . Brokers, dealers, municipal securities dealers, municipal securities brokers, government securities dealers and government securities brokers (as defined in the Exchange Act); 8 . Credit unions (as defined in Section 19B(1)(A) of the Federal Reserve Act); . National securities exchanges, registered securities associations and clearing agencies (as these terms are defined in the Exchange Act);and . Savings associations (as defined in Section 3(b) of the Federal Deposit Insurance Act). 3. Inadequate Space If the space provided in the box titled "Description of Notes Tendered" is inadequate, the certificate number(s) and/or the amount of Notes and any other required information may be listed on a separate signed schedule and attached to this Letter of Transmittal. 4. Partial Tenders and Withdrawal Rights If you are tendering less than all of the Notes evidenced by any certificate you are submitting, please fill in the amount of Notes which are to be tendered in column 3 ("Amount of Notes Tendered" of the box titled "Description of Notes Tendered." In that case, unless you have otherwise indicated by completing the boxes titled "Special Issuance Instructions" or "Special Delivery Instructions," new certificate(s) for the remainder of the Notes that were evidenced by your old certificate(s) will be sent to the registered Holder of the Notes, promptly after the expiration of the Exchange Offer. The entire principal amount of Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. Except as otherwise provided in this Letter of Transmittal, tenders of the Notes may be withdrawn at any time prior to the Expiration Date of the Exchange Offer. For a withdrawal to be effective, a written notice of withdrawal must be received by the Exchange Agent prior to the expiration of the Exchange Offer at one of the addresses set forth above. Any notice of withdrawal must specify the name of the Holder who tendered the Notes to be withdrawn, identify the Common Stock to be withdrawn, including the amount of Notes, and, where certificates representing Notes have been delivered, specify the name in which the Notes are registered, if different from that of the withdrawing Holder. If certificates representing the Notes have been delivered or otherwise identified to the Exchange Agent, then, prior to the release of the certificates, the withdrawing Holder must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an Eligible Guarantor Institution unless the Holder is an Eligible Guarantor Institution. All questions as to the validity, form and eligibility - including time of receipt - of such notices will be determined by Trans-Lux. Any such determination will be final and binding. Any Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the registered Holder without cost to that Holder as soon as practicable after withdrawal, non-acceptance of tender or termination of the Exchange Offer. Properly withdrawn Notes may be retendered at any time prior to the expiration of the Exchange Offer by following one of the procedures described in the section of the Offering Circular entitled "The Exchange Offer-How To Tender Notes." 5. Signatures on Letter of Transmittal, Assignments and Endorsements If this Letter of Transmittal is signed by the registered Holder(s) of the Notes tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever. If any of the Notes tendered hereby are registered in the name of two or more joint owners, all such owners must sign this Letter of Transmittal. If any tendered Notes are registered in different name(s) on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registered Holders. When this Letter of Transmittal is signed by the registered Holder(s) of Notes listed and transmitted by this Letter of Transmittal, no endorsement(s) of certificate(s) or separate bond power(s) are required unless the Common Stock is to be issued in the name of a person other than the registered Holder(s). If the Common Stock is to be issued in the name of the person other than a registered Holder(s), signature(s) on the certificate(s) or bond power(s) must be guaranteed by an Eligible Guarantor Institution. 9 If a person or persons other than the registered Holder(s) of the Notes signs the Letter of Transmittal, certificates representing the Notes must be endorsed or accompanied by appropriate bond powers, signed exactly as the name or names of the registered Holder(s) that appears on the certificates representing the Notes and also must be accompanied by any opinions of counsel, certifications and other information as Trans-Lux may require in accordance with the restrictions on transfer, if any, applicable to the Notes. Signatures on certificates or bond powers must be guaranteed by an Eligible Guarantor Institution. If you are a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or act in a similar fiduciary or representative capacity, and wish to sign this Letter of Transmittal or any certificates representing the Notes or bond powers, you must indicate your status when signing. If you are acting in any of these capacities, you must submit proper evidence satisfactory to us of your authority to so act unless we waive this requirement. 6. Special Issuance and Delivery Instructions If shares of Common Stock are to be issued in the name of a person other than the signer of this Letter of Transmittal, or if shares of the Common Stock are to be delivered to someone other than the signer of this Letter of Transmittal, or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Certificates representing the Notes not exchanged will be returned by mail. See Instruction 4. 7. Irregularities All questions as to the validity, form, eligibility - including time of receipt - and acceptance of the Notes tendered for exchange will be determined by Trans-Lux in its sole discretion. Our determination will be final and binding. We reserve the absolute right to reject any and all tenders of Notes improperly tendered or to not accept any Notes, the acceptance of which might be unlawful as determined by us or our counsel. We also reserve the absolute right to waive any defects or irregularities or conditions of the Exchange Offer as to any Notes either before or after the expiration of the Exchange Offer - including the right to waive the ineligibility of any Holder who seeks to tender Notes in the Exchange Offer. Our interpretation of the terms and conditions of the Exchange Offer as to any particular Notes either before or after the expiration of the Exchange Offer - including the terms and conditions of this Letter of Transmittal and the accompanying instructions - will be final and binding. Unless waived, any defects or irregularities in connection with tenders of Notes for exchange must be cured within a reasonable period of time, as determined by us. Neither we, the Exchange Agent, nor any other person has any duty to give notification of any defect or irregularity with respect to any tender of Notes for exchange, nor will we have any liability for failure to give such notification. 8. Questions, Requests for Assistance and Additional Copies Questions and requests for assistance may be directed to the Exchange Agent at the addresses and telephone number set forth on the front of this Letter of Transmittal at the address and telephone numbers set forth in the Offering Circular. Additional copies of the Offering Circular, this Letter of Transmittal or the Notice of Guaranteed Delivery may be obtained from the Exchange Agent or from your broker, dealer, commercial bank, trust company or other nominee. 9. Backup Withholding; Substitute Form W-9 Under U.S. federal income tax law, a Holder whose tendered Notes are accepted for exchange is required to provide the Exchange Agent with the Holder's correct taxpayer identification number ("TIN") on Substitute Form W-9 above. If the Exchange Agent is not provided with the correct TIN, the IRS may subject the Holder or other payee to a $50 penalty. In addition, cash payments, if any, to such Holders or other payees with respect to the Notes exchanged in the Exchange Offer may be subject to 30% backup withholding. The box in Part 1(b) of the Substitute Form W-9 may be checked if the tendering Holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 1(b) is checked, the Holder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number above in order to avoid backup withholding. Notwithstanding that the box in Part 1(b) is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Exchange Agent will withhold 30% of all payments made prior to the time a properly certified TIN is provided to the Exchange Agent. The Exchange Agent will retain all amounts withheld during the 60-day period following the date of the Substitute Form W-9. If the Holder furnishes the Exchange Agent with its TIN 10 within 60 days after the date of the Substitute Form W-9, the amounts retained during the 60-day period will be remitted to the Holder and no further amounts will be retained or withheld from payments made to the Holder thereafter. If, however, the Holder has not provided the Exchange Agent with its TIN within the 60-day period, amounts withheld will be remitted to the IRS as backup withholding. In addition, 30% of all payments made thereafter will be withheld and remitted to the IRS until a correct TIN is provided. The Holder is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the registered Holder of the Notes or of the last transferee appearing on the transfers attached to, or endorsed on, the certificates of the Notes. Certain Holders - including, among others, corporations, financial institutions and certain foreign individuals, - may not be subject to these backup withholding and reporting requirements. These Holders should nevertheless complete the Substitute Form W-9 above, and write "Exempt" in Part 2 of the Substitute Form W-9, to avoid possible erroneous backup withholding. In order for a foreign person to qualify as an exempt recipient, such individual must submit a properly completed IRS Form W-8BEN signed under penalties of perjury, attesting to that Holder's exempt status. Backup withholding is not an additional U.S. federal income tax. Rather, the U.S. federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained. 10. Waiver of Conditions Trans-Lux' obligation to complete the Exchange Offer is subject to the conditions described in the section of the Offering Circular entitled "The Exchange Offer-Conditions of the Exchange Offer." These conditions are for our benefit only and we may assert them regardless of the circumstances giving rise to any condition. We may also waive any condition in whole or in part at any time in our sole discretion. Our failure at any time to exercise any of the foregoing rights will not constitute a waiver of that right and each right is an ongoing right that we may assert at any time. 11. No Conditional Tenders No alternative, conditional or contingent tenders will be accepted. All tendering Holders of Notes, by execution of this Letter of Transmittal, waive any right to receive notice of the acceptance of Notes for exchange. 12. Lost, Destroyed or Stolen Certificates If any certificate(s) representing Notes have been lost, destroyed or stolen, the Holder should check the box above regarding lost, destroyed or stolen certificates and promptly notify the Exchange Agent. The Holder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificate(s) have been followed. 13. Transfer Taxes You will not be obligated to pay any transfer taxes in connection with the tender of Notes in the Exchange Offer unless you instruct us to register shares of Common Stock in the name of, or request that Notes not tendered or not accepted in the Exchange Offer be returned to, a person other than the registered tendering Holder. In those cases, you will be responsible for the payment of any applicable transfer tax. If satisfactory evidence of payment of these taxes or an exemption from payment is not submitted with this Letter of Transmittal, no Common Stock will be issued until such evidence is received by the Exchange Agent. 11 IMPORTANT: Unless you comply with the Guaranteed Delivery Procedures described above, this Letter of Transmittal (or a facsimile of this Letter of Transmittal), and all other required documents must be received by the Exchange Agent prior to the expiration of the Exchange Offer. Delivery To: Wells Fargo Bank, N.A., Exchange Agent
By Regular or Certified Mail: By Overnight Courier: By Facsimile: - ---------------------------- -------------------- ------------ Wells Fargo Bank, N.A. Wells Fargo Bank, N.A. (Eligible Guarantor Institutions Only) Corporate Trust Services Corporate Trust Services (612) 667-9825 6th and Marquette, MAC N9303-120 6th and Marquette, MAC N9303-120 To Confirm by Telephone Minneapolis, MN 55479 Minneapolis, MN 55479 ----------------------- Attn: Andrew Nyquist Attn: Andrew Nyquist or for Information Call: ----------------------- (612) 667-7390
Delivery of a Letter of Transmittal to an address other than the address listed above or transmission of instructions by facsimile other than as set forth above is not valid delivery of the Letter of Transmittal. 12 EX-99.A.1.C 4 noticeofguaranteeddelivery.txt NOTICE OF GUARANTEED DELIVERY Exhibit (a)(1)(C) TRANS-LUX CORPORATION NOTICE OF GUARANTEED DELIVERY PURSUANT TO THE OFFERING CIRCULAR DATED FEBRUARY 14, 2007 This Notice of Guaranteed Delivery relates to the offer of Trans-Lux Corporation ("Trans-Lux") to exchange (the "Exchange Offer") 133 shares of its Common Stock (the "Common Stock") for each $1,000 principal amount of Trans-Lux currently outstanding 8 1/4% Limited Convertible Senior Subordinated Notes due 2012 (the "Notes"). Subject to the terms and conditions of the Exchange Offer, Trans-Lux will issue up to 1,197,000 shares of its Common Stock in exchange for up to $9,000,000 principal amount of Notes, representing approximately 50% of the $17,958,000 outstanding principal amount of Notes, to the extent such Notes are properly tendered and not withdrawn prior to the expiration of the Exchange Offer. If more than $9,000,000 principal amount of Notes are tendered, Trans-Lux will accept tenders from each tendering Holder of Notes on a pro rata basis unless Trans-Lux elects to accept all tendered Notes. Trans-Lux expects to announce any final proration factor within seven business days after the expiration date. Noteholders who tender will still receive the regularly scheduled semi-annual interest payment on March 1, 2007. For a more detailed description of the Common Stock Trans-Lux is proposing to issue in the Exchange Offer, please see the section of the Offering Circular dated February 14, 2007 (the "Offering Circular") entitled "Description of Capital Stock." The Exchange Offer is open to all Holders of Notes and is subject to customary conditions. You must use this Notice of Guaranteed Delivery, or one substantially equivalent to this form, to accept the Exchange Offer if you are a registered Holder of Notes and wish to tender any Notes, but (i) the certificates representing your Notes are not immediately available, and (ii) time will not permit your certificates for the Notes or other required documents to reach Wells Fargo Bank, N.A., as exchange agent (the "Exchange Agent"), before 5:00 p.m., New York City time, on March 15, 2007 (or any such later date and time to which the Exchange Offer may be extended (the "Expiration Date")). You may effect a tender of your Notes if (a) the tender is made through an Eligible Guarantor Institution (as defined in the section of the Offering Circular entitled "The Exchange Offer-How to Tender Notes"); (b) prior to the Expiration Date, the Exchange Agent receives from an Eligible Guarantor Institution a properly completed and duly executed Notice of Guaranteed Delivery, substantially in this form, setting forth your name and address, and the amount of Notes you are tendering and stating that the tender is being made by Notice of Guaranteed Delivery (these documents may be sent by overnight courier, registered or certified mail or facsimile transmission); (c) you guarantee that within three American Stock Exchange, Inc. ("AMEX") trading days after the date of execution of the Notice of Guaranteed Delivery, the certificates for all physically tendered Notes, in proper form for transfer, a properly completed and duly executed Letter of Transmittal, with any required signature guarantees, and all other documents required by the Letter of Transmittal, will be deposited by the Eligible Guarantor Institution with the Exchange Agent; and (d) the Exchange Agent receives the certificates for all physically tendered Notes, in proper form for transfer, a properly completed and duly executed Letter of Transmittal, with any required signature guarantees, and all other required documents within three AMEX trading days after the date of execution of this Notice of Guaranteed Delivery. Capitalized terms used but not defined herein have the meanings assigned to them in the Offering Circular. Delivery To: Wells Fargo Bank, N.A., Exchange Agent
By Regular or Certified Mail: By Overnight Courier: By Facsimile: - ---------------------------- -------------------- ------------ Wells Fargo Bank, N.A. Wells Fargo Bank, N.A. (Eligible Guarantor Corporate Trust Services Corporate Trust Services Institutions Only) 6th and Marquette, MAC N9303-120 6th and Marquette, MAC N9303-120 (612) 667-9825 Minneapolis, MN 55479 Minneapolis, MN 55479 To Confirm by Telephone Attn: Andrew Nyquist Attn: Andrrew Nyquist ----------------------- or for Information Call: ----------------------- (612) 667-7390
DELIVERY OF A LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN THE ADDRESS LISTED ABOVE OR TRANSMISSION OF INSTRUCTIONS BY FACSIMILE OTHER THAN AS SET FORTH ABOVE IS NOT VALID DELIVERY OF THE LETTER OF TRANSMITTAL. Ladies and Gentlemen: Subject to the terms and conditions set forth in the Offering Circular and the accompanying Letter of Transmittal, the undersigned hereby tenders to Trans-Lux Corporation the principal amount of 8 1/4% Limited Convertible Senior Subordinated Notes due 2012 set forth below pursuant to the guaranteed delivery procedure described in the section of the Offering Circular entitled "The Exchange Offer-Guaranteed Delivery Procedures." Amount of 8 1/4% Limited Convertible Senior Subordinated Notes due 2012 tendered: __________________________________________________________ Certificate Nos. (if available): __________________________________________________________ Total principal amount represented by Note Certificate(s): __________________________________________________________ ALL AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE THE DEATH OR INCAPACITY OF THE UNDERSIGNED AND EVERY OBLIGATION OF THE UNDERSIGNED HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF THE UNDERSIGNED. PLEASE SIGN HERE _________________________________________________________ __________________ Signature(s) of Owner(s) or Authorized Signatory Date Area Code and Telephone Number: ( )_________________________ Must be signed by the Holder(s) of 8 1/4% Limited Convertible Senior Subordinated Notes due 2012 as their name(s) appear(s) on certificates for the Notes or on a security position listing, or by person(s) authorized to become registered Holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below. Please Print Name(s) and Address(es) Name(s): __________________________________________ Capacity: __________________________________________ Address(es): ________________________________________ ________________________________________ 2 GUARANTEE OF DELIVERY (Not To Be Used For Signature Guarantee) The undersigned, an Eligible Guarantor Institution, hereby guarantees that the certificates representing the principal amount of Trans-Lux Corporation 8 1/4% Limited Convertible Senior Subordinated Notes due 2012 tendered hereby in proper form for transfer pursuant to the procedures set forth in the section of the Offering Circular entitled "The Exchange Offer-Guaranteed Delivery Procedures," together with any required signature guarantee and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at the address set forth above, no later than three AMEX trading days after the Expiration Date. Dated: ______________________________ ______________________________________ ______________________________________ (Address) (Name of Firm) ______________________________________ ______________________________________ (Area Code and Telephone Number) (Authorized Signature) NOTE: DO NOT SEND CERTIFICATES FOR THE NOTES WITH THIS FORM. CERTIFICATES FOR THE NOTES SHOULD BE SENT ONLY WITH A COPY OF YOUR PREVIOUSLY EXECUTED LETTER OF TRANSMITTAL. 3 EX-99.A.1.D 5 ltrtobrokers.txt LETTER TO BROKERS Exhibit (a)(1)(D) LETTER TO BROKER-DEALERS February 14, 2007 TRANS-LUX CORPORATION OFFER TO EXCHANGE UP TO 1,197,000 SHARES OF COMMON STOCK FOR UP TO $9,000,000 PRINCIPAL AMOUNT OF ITS 8 1/4% LIMITED CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2012 To: Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: Trans-Lux Corporation ("Trans-Lux") is offering, subject to the terms and conditions set forth in the Offering Circular dated February 14, 2007 (the "Offering Circular"), and the related Letter of Transmittal (the "Letter of Transmittal"), relating to the offer to exchange (the "Exchange Offer") 133 shares of its Common Stock (CUSIP No. 893247) ("Common Stock") for each $1,000 principal amount of its currently outstanding 8 1/4% Convertible Senior Subordinated Notes due 2012 (CUSIP No. 893247 AE 6) ("Notes"). 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 its outstanding Notes, representing approximately 50% of the $17,958,000 outstanding principal amount of the Notes, to the extent such Notes are properly tendered and not withdrawn prior to the expiration of the Exchange Offer. If more than $9,000,000 of Notes are tendered, Trans-Lux will accept tenders from each tendering Holder of Notes on a pro rata basis unless Trans-Lux elects to accept all tendered Notes. Trans-Lux expects to announce any final proration factor within seven business days after the expiration date. Noteholders who tender will still receive the regularly scheduled semi-annual interest payment on March 1, 2007. For a more detailed description of the Common Stock Trans-Lux is proposing to issue in the Exchange Offer, please see the section of the Offering Circular entitled "Description of Capital Stock." Trans-Lux reserves the right to extend or terminate the Exchange Offer if the conditions set forth in the section of the Offering Circular 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 Notes and is subject to customary conditions. 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 of the Exchange Offer. We are requesting that you contact your clients for whom you hold Notes regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold Notes registered in your name or in the name of your nominee, or who hold Notes registered in their own names, we are enclosing the following documents: 1. The Offering Circular; 2. The Letter of Transmittal for your use and for the information of your clients; 3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer if (a) certificates for the Notes are not immediately available, or (b) time will not permit the certificates for the Notes or other required documents to reach the Exchange Agent before the expiration of the Exchange Offer; 4. A form of letter which may be sent to your clients for whose account you hold Notes registered in your name or the name of your nominee, with space provided for obtaining the clients' instructions with respect to the Exchange Offer; 5. A letter to Noteholders to be sent to your clients for whose account you hold Notes registered in your name or the name of your nominee; 6. Return envelopes addressed to Wells Fargo Bank, N.A., the Exchange Agent for the Exchange Offer. YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MARCH 15, 2007. TRANS-LUX, IN ITS SOLE AND ABSOLUTE DISCRETION, MAY EXTEND THE EXCHANGE OFFER (AS IT MAY BE EXTENDED, THE "EXPIRATION DATE"). NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE THE EXPIRATION DATE. Unless a Holder of Notes complies with the procedures described in the section of the Offering Circular entitled "The Exchange Offer-Guaranteed Delivery Procedures," the Holder must do one of the following on or prior to the Expiration Date to participate in the Exchange Offer: - tender the Notes by sending the certificates for the Notes, in proper form for transfer, a properly completed and duly executed Letter of Transmittal, with any required signature guarantees, and all other documents required by the Letter of Transmittal, to Wells Fargo Bank, N.A., as Exchange Agent, at one of the addresses set forth in the Offering Circular in the section entitled "The Exchange Offer-Exchange Agent," or - if the Holder of Notes holds such Notes in "street name," he or she should tender such Notes following the instructions provided to you. If a registered Holder of Notes wishes to tender the Notes in the Exchange Offer, but (a) the certificates for the Notes are not immediately available, or (b) time will not permit the certificates for the Notes or other required documents to reach the Exchange Agent before the Expiration Date, a tender of Notes may be effected by following the Guaranteed Delivery Procedures described in the section of the Offering Circular entitled "The Exchange Offer-Guaranteed Delivery Procedures." Trans-Lux will not make any payments to brokers, dealers, or other persons for soliciting acceptances of the Exchange Offer. Trans-Lux will, however, upon request, reimburse brokers, dealers, commercial banks, trust companies and other nominees for reasonable and necessary costs and expenses incurred by them in forwarding the Offering Circular and the related documents to the beneficial owners of Notes held by them as nominee or in a fiduciary capacity. Trans-Lux will pay or cause to be paid all transfer taxes applicable to the exchange of Notes in the Exchange Offer, except as set forth in the Letter of Transmittal. Any inquiries you may have with respect to the Exchange Offer, or requests for additional copies of the enclosed materials, should be directed to Wells Fargo Bank, N.A., the Exchange Agent for the Exchange Offer, at one of the addresses and telephone numbers set forth on the front of the Letter of Transmittal or at the addresses and telephone numbers set forth in the Offering Circular. Very truly yours, TRANS-LUX CORPORATION NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF TRANS-LUX OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE OFFERING CIRCULAR OR THE LETTER OF TRANSMITTAL. Enclosures 2 EX-99.A.1.E 6 ltrtoclients.txt LETTER TO CLIENTS Exhibit (a)(1)(E) February 14, 2007 TRANS-LUX CORPORATION OFFER TO EXCHANGE UP TO 1,197,000 SHARES OF COMMON STOCK FOR UP TO $9,000,000 PRINCIPAL AMOUNT OF ITS 8 1/4% LIMITED CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2012 To Our Clients: Enclosed for your consideration is an Offering Circular, dated February 14, 2007 (the "Offering Circular"), the related Letter of Transmittal (the "Letter of Transmittal"), and a letter to Noteholder relating to the offer to exchange (the "Exchange Offer") 133 shares of Common Stock ("Common Stock") of Trans-Lux Corporation ("Trans-Lux") for each $1,000 principal amount of Trans-Lux' currently outstanding 8 1/4% Limited Convertible Senior Subordinated Notes due 2012 (the "Notes"). 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 its outstanding principal amount of the Notes, representing approximately 50% of the $17,958,000 outstanding Notes, to the extent such Notes are properly tendered and not withdrawn prior to the expiration of the Exchange Offer. If more than $9,000,000 principal amount of the Notes are tendered, Trans-Lux will accept tenders from each tendering Holder of Notes on a pro rata basis unless Trans-Lux elects to accept all tendered Notes. Trans-Lux expects to announce any final proration factor within seven business days after the expiration date. Noteholders who tender will still receive the regularly scheduled semi-annual interest payment on March 1, 2007. For a more detailed description of the Common Stock Trans-Lux is proposing to issue in the Exchange Offer, please see the section of the Offering Circular entitled "Description of Capital Stock." Trans-Lux reserves the right to extend or terminate the Exchange Offer if the conditions set forth in the section of the Offering Circular 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 Notes and is subject to customary conditions. 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 of the Exchange Offer. These materials are being forwarded to you as the beneficial owner of the Notes held by us for your account but not registered in your name. A TENDER OF THE NOTES MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. Accordingly, we request instructions as to whether you wish us to tender on your behalf any Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Offering Circular and Letter of Transmittal. Your instructions should be forwarded to us as promptly as possible in order to permit us to tender any Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on March 15, 2007, unless extended. Trans-Lux may, in its sole and absolute discretion, extend the Exchange Offer. Any Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the expiration of the Exchange Offer or at any time after April 13, 2007 if Trans-Lux has not accepted the tendered Notes for exchange by that date. Your attention is directed to the following: 1. The Exchange Offer is for up to $9,000,000 principal amount of the 2. The Exchange Offer is subject to certain conditions set forth in the section of the Offering Circular entitled "The Exchange Offer-Conditions of the Exchange Offer." 3. Any transfer taxes incidental to the transfer of Notes from the Holder to Trans-Lux will be paid by Trans-Lux, except as otherwise provided in the Letter of Transmittal. 4. The Exchange Offer expires at 5:00 p.m., New York City time, on March 15, 2007, unless extended. Trans-Lux may, in its sole and absolute discretion, extend the Exchange Offer. If you wish to have us tender any Notes, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER YOUR NOTES. INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the Exchange Offer made by Trans-Lux Corporation with respect to the Notes. This will instruct you to tender the Notes held by you for the account of the undersigned, subject to the terms and conditions set forth in the Offering Circular and the related Letter of Transmittal. Please tender the Notes held by you for my account as indicated below: [ ] 8 1/4% Limited Convertible Senior Subordinated Notes Due 2012: $__________________________________________________ (principal amount of Notes in $1,000 increments) [ ] Please do not tender any Notes held by you for my account. Dated:_______________________________________, 2007 Signature(s): ___________________________________________________ Print Name(s) here: ___________________________________________________ (Print Address(es)): ___________________________________________________ (Area Code and Telephone Number(s)): ___________________________________________________ (Tax Identification or Social Security Number(s)): ___________________________________________________ NONE OF THE 8 1/4% LIMITED CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2012 OF TRANS-LUX CORPORATION HELD BY US FOR YOUR ACCOUNT WILL BE TENDERED UNLESS WE RECEIVE WRITTEN INSTRUCTIONS FROM YOU TO DO SO. UNLESS A SPECIFIC CONTRARY INSTRUCTION IS GIVEN IN THE SPACE PROVIDED, YOUR SIGNATURE(S) HEREON SHALL CONSTITUTE AN INSTRUCTION TO US TO TENDER ALL THE NOTES HELD BY US FOR YOUR ACCOUNT. 2 EX-99.A.5.A 7 pressrelease.txt PRESS RELEASE Exhibit (a)(5)(A) FOR IMMEDIATE RELEASE For Further Information Contact: Angela D. Toppi Executive Vice President & CFO 203/853-4321 Trans-Lux Announces Commencement of Exchange Offer for its 8 1/4% Limited Convertible Senior Subordinated Notes due 2012 NORWALK, CT, February 14, 2007 - Trans-Lux Corporation (AMEX:TLX), a leading supplier of programmable electronic information displays and owner/operator of cinemas, announced it commenced its Exchange Offer today, pursuant to which Trans-Lux Corporation (the "Company") is offering to exchange (the "Exchange Offer") 133 shares of its Common Stock for each $1,000 principal amount of its 8 1/4% Limited Convertible Senior Subordinated Notes due 2012 (the "Notes"). The offer will be for up to $9,000,000 principal amount, or approximately 50% of the $17,958,000 principal amount outstanding of the Notes. If more than $9,000,000 principal amount of the Notes are tendered, all tenders will be accepted pro rata unless the Company elects to accept all such tendered Notes. The Notes currently are convertible into 111 shares of Common Stock at a conversion price of $9.00 per share for each $1,000 principal amount of the Notes through March 1, 2007 when the conversion right expires. Shares are being offered under this Exchange Offer at a price equivalent to approximately $7.52 per share, which is lower than the current $9.00 conversion price of the Notes. If the Exchange Offer is successful, it could have a positive affect with regard to the Company's on-going strategy to eliminate a substantial amount of its long-term debt. The Company believes by making this exchange offer at a price below the current conversion price, it may be able to eliminate long-term debt and interest payments and strengthen its balance sheet while providing noteholders with the opportunity to receive an equity interest in the Company, subject to the "Risk Factors" and other information set forth in the Offering Circular and other information filed with the Securities and Exchange Commission today. Previously, on June 15, 2006, the Company redeemed all of its $12.2 million 7 1/2% Convertible Subordinated Notes due December 1, 2006 (the "7 1/2% Notes"). The 7 1/2% Notes were convertible at the option of the holder into shares of Common Stock, $1 par value per share, of the Company at any time prior to the close of business on June 14, 2006 at the rate of $14.013 per share, which conversion rate was substantially above the current market price of the Common Stock. The Company utilized $6.1 million of its non-revolving line of credit to finance one-half of the redemption of the 7 1/2% Notes and utilized $6.1 million of available cash for the remaining one-half. The Common Stock is listed on the American Stock Exchange and does not presently pay a dividend. Noteholders who tender will still receive the regularly scheduled semi-annual interest payment on March 1, 2007, but no interest will accrue after February 28, 2007 for noteholders who accept. 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 today. Consummation of the Exchange Offer, which presently expires March 15, 2007, and issuance of the Common Stock are subject to various conditions as described in the Offering Circular. Holders may withdraw their tenders at any time prior to 5:00 P.M., New York City time, on March 15, 2007 or at any time after April 13, 2007 if they have not been accepted by such 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 and the related Letter of Transmittal 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 will be sent to all holders of Notes, at no expense to them. 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) will also be available at no charge at the Securities and Exchange Commission's website at http://www.sec.gov. Trans-Lux Corporation is not making any recommendations as to whether or not Holders should exchange their 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 of Common Stock for the Notes, and, if so, the principal amount of Notes to exchange. The Common Stock offered will not be and has not been registered under the Securities Act of 1933 and is issued pursuant to an exemption under Section 3(a)(9) of the Securities Act of 1933, as amended. The shares issued, like the outstanding Notes, will not be subject to any restrictions on transfer. Trans-Lux is a full-service, worldwide provider of integrated electronic display solutions for today's communications environments. Incorporated in 1920, Trans-Lux specializes in the design, manufacture, installation and service of large-scale indoor and outdoor LED electronic display systems for applications in the financial, banking, gaming, corporate, retail, transportation, entertainment and sports industries. Trans-Lux offers unique control systems as well as content through its partnerships with key data suppliers in the markets the Company serves. Trans-Lux has display equipment installed at thousands of locations around the world, including the world's major financial exchanges. In addition to its display business, the Company owns and operates a chain of motion picture theatres in the western Mountain States. For more information, please visit our website at www.trans-lux.com . EX-99.A.5.B 8 noticetoholders.txt NOTICE TO NOTEHOLDERS Exhibit (a)(5)(B) TRANS-LUX CORPORATION 110 Richards Avenue Norwalk, CT 06856-5090 (203) 853-4321 February 14, 2007 Dear Noteholder: Enclosed for your consideration is an Offering Circular dated February 14, 2007 (the "Offering Circular") and the related Letter of Transmittal (the "Letter of Transmittal") relating to an offer to exchange (the "Exchange Offer") 133 shares of Trans-Lux Corporation (the "Company") Common Stock ("Common Stock") for each $1,000 principal amount of its currently outstanding 8 1/4% Limited Convertible Senior Subordinated Notes due 2012 (the "Notes"). The offer is for up to $9,000,000 principal amount, or 50%, of the $17,958,000 outstanding principal amount of the Notes, to the extent such Notes are properly tendered and not withdrawn prior to the expiration of the Exchange Offer. If more than $9,000,000 principal amount of the Notes are tendered, all tenders will be accepted on a pro rata basis unless the Company elects to accept all such tendered Notes. The Company expects to announce any final proration factor within seven business days after the expiration date. The Notes pay interest at the rate of 8 1/4% per annum and Noteholders who tender will still receive the regularly scheduled semi-annual interest payment on March 1, 2007. 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 15, 2007, are contained in the Offering Circular which we encourage you to read. 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 -----END PRIVACY-ENHANCED MESSAGE-----