SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO/A
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 5)
TRANS-LUX CORPORATION
____________________________________________________
(Name of Subject Company (Issuer))
TRANS-LUX CORPORATION
____________________________________________________
(Name of Filing Person (Offeror))
7 1/2% Convertible Subordinated Notes due 2006
____________________________________________________
(Title of Class of Securities)
893247 AD 8
____________________________________________________
(CUSIP Number of Class of Securities)
Angela D. Toppi
Executive Vice President and Secretary
TRANS-LUX CORPORATION
110 Richards Avenue
Norwalk CT 06856-5090
(203) 853-4321
____________________________________________________
(Name, address and telephone number of person authorized to
Receive Notices and communications on behalf of the filing person)
Copy to:
Gerald Gordon, Esq.
Weisman Celler Spett & Modlin, P.C.
445 Park Avenue
New York, New York 10022
(212) 371-5400
Calculation of filing fee
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TRANSACTION VALUATION $30,177,000
AMOUNT OF FILING FEE --------------------------------$ 3,823.43*-----------
*Estimated for purposes of calculating the amount of the filing fee only and
previously paid. The amount assumes the exchange of $30,177,000 principal
amount of Trans-Lux Corporation ("Trans-Lux") 8 1/4% Limited Convertible Senior
Subordinated Notes due 2012 ("New Notes") for $30,177,000 principal amount of
Trans-Lux 7 1/2% Convertible Subordinated Notes due 2006 ("Old Notes"). The
amount is based upon the maximum principal amount of Trans-Lux New Notes to be
issued in exchange and was previously paid.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
Amount previously paid: ---------------
Filing party: -------------------------
Form or registration No.: -------------
Date filed: ---------------------------
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
[ ] Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] Third-party tender offer subject to Rule 14d-1.
[X] Issuer tender offer subject to Rule 13e-4.
[X] Going-private transaction subject to Rule 13e-3.
[ ] Amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
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Trans-Lux Corporation ("Trans-Lux") hereby amends Schedule TO, as amended,
and Schedule 13E-3, as amended, previously filed with respect to the offer by
Trans-Lux, a Delaware corporation, to exchange (the "Exchange Offer") up to
$30,177,000 principal amount of Trans-Lux 8 1/4% Limited Convertible Senior
Subordinated Notes due 2012 (the "New Notes") for currently outstanding
$30,177,000 principal amount of Trans-Lux 7 1/2% Convertible Subordinated Notes
due 2006 (the "Old Notes"), at the exchange rate of $1,000 principal amount of
New Notes for each $1,000 principal amount of Old Notes tendered. Subject to
the terms and conditions of the Exchange Offer, Trans-Lux reported on April 15,
2004 it would issue $16,710,000 principal amount of New Notes in exchange for
$16,710,000 principal amount of the Old Notes which were properly tendered and
not withdrawn prior to the expiration of the Exchange Offer on April 14, 2004.
Due to a miscommunication with the Depository Trust Company on the amount of Old
Notes withdrawn, the amount of $1,158,000 was subtracted twice. Accordingly,
the actual amount of New Notes issued is $17,868,000. This amendment to jointly
filed Schedule TO and Schedule 13E-3 is intended to satisfy the requirements of
Rules 13e-3 and 13e-4 under the Securities Exchange Act of 1934, as amended.
This Schedule TO is combined with Schedule 13E-3 since the transaction might
be deemed a "going private" transaction. Where items under Schedule 13E-3 are
not part of Schedule TO, they are listed at the end of this Schedule. Where the
same item is covered by both schedules, the Schedule 13E-3 reference is below
the Schedule TO reference. Items 1-6 are numbered the same in both schedules.
This amendment amends Items 1, 4, 6 and 12 of Schedule TO and Items 1, 4, 6
and 16 of Schedule 13E-3.
ITEM 12. EXHIBITS.
(Item 16 Schedule 13E-3)
Exhibit (a)(5)(G) Press release dated May 4, 2004 filed herewith.
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
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Angela D. Toppi
Executive Vice President
Date: May 4, 2004 and Secretary
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