SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 2)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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TRION, INC.
(NAME OF SUBJECT COMPANY)
TI ACQUISITION CORP.
FEDDERS CORPORATION
(BIDDERS)
COMMON STOCK, PAR VALUE $0.50 PER SHARE
(TITLE OF CLASS OF SECURITIES)
896726 10 6
(CUSIP NUMBER OF CLASS OF SECURITIES)
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ROBERT N. EDWARDS, ESQ.
FEDDERS CORPORATION
WESTGATE CORPORATE CENTER
505 MARTINSVILLE ROAD
LIBERTY CORNER, N.J. 07938-0013
TELEPHONE: (908) 604-8686
FACSIMILE: (908) 604-8576
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPY TO:
MARK C. SMITH, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NY 10022
TELEPHONE: (212) 735-3000
FACSIMILE: (212) 735-2000
TENDER OFFER
This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule 14D-1 filed on July 15, 1999 (as amended and supplemented the
"Statement") relating to the offer by TI Acquisition Corp., a Pennsylvania
corporation ("Purchaser") and an indirectly wholly owned subsidiary of
Fedders Corporation, a Delaware corporation ("Parent"), to purchase all of
the outstanding shares of common stock, par value $0.50 per share (the
"Shares"), of Trion, Inc., a Pennsylvania corporation (the "Company"), at
$5.50 per Share, net to the seller in cash, without interest, upon the
terms and subject to the conditions set forth in the Offer to Purchase
dated July 15, 1999 (the "Offer to Purchase") and in the related Letter of
Transmittal. Unless otherwise indicated, the capitalized terms used herein
shall have the meanings specified in the Statement, including the Offer to
Purchase filed as Exhibit (a)(1) thereto.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 is hereby amended to add the following information:
On August 10, 1999, Parent issued a press release announcing that
early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvement Act relating to the Offer was granted on August 9,
1999. The full text of the press release is attached hereto as Exhibit
(a)(10).
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a)(10) Press Release of Parent dated August 10, 1999.
SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: August 10, 1999
TI ACQUISITION CORP.
BY: /s/ ROBERT L. LAURENT, JR.
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Name: Robert L. Laurent, Jr.
Title: Executive Vice President
FEDDERS CORPORATION
BY: /s/ ROBERT L. LAURENT, JR.
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Name: Robert L. Laurent, Jr.
Title: Executive Vice President
INDEX TO EXHIBITS
Sequential
Exhibit Page No.
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(a)(10) Press Release of Parent dated August 10, 1999.
Exhibit (a)(10)
NEWS RELEASE
Fedders Corporation
505 Martinsville Road
P.O. Box 813
Liberty Corner, NJ 07938-0813
Fax 908 604 0715
Tel 908 604 8686
www.fedders.com
FEDDERS ANNOUNCES EARLY TERMINATION OF HART-SCOTT-RODINO
WAITING PERIOD REGARDING PENDING ACQUISITION OF TRION
Liberty Corner, NJ - August 10, 1999 -- Fedders Corporation (NYSE: FJA
& FJC) announced today that early termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvement Act applicable to the pending
acquisition of Trion, Inc. (NASDAQ: TRON) was granted on August 9, 1999.
Fedders Corporation, TI Acquisition Corp., an indirect wholly-owned
subsidiary of Fedders, and Trion, Inc. executed a merger agreement on July
12, 1999, pursuant to which TI Acquisition Corp. commenced, on July 15,
1999, a cash tender offer to purchase all of the outstanding shares of
Trion at a price of $5.50 per share. The offer is conditioned upon the
tender of at least 80.0% of the shares of Trion common stock outstanding on
a fully diluted basis and other customary conditions. The offer and
withdrawal rights are scheduled to expire at 12:00 midnight, New York City
time, on Wednesday, August 11, 1999, unless the offer is extended. TM
Capital is acting as the Dealer Manager and D.F. King & Co., Inc., is
acting as the Information Agent in connection with the offer.
Trion, Inc., a world leader in the indoor air quality industry,
manufactures and sells a broad line of high-performance products that
improve indoor air quality in cleanrooms, industrial/commercial and
residential environments. Their extensive line of products includes
electronic air cleaners, HEPA & ULPA filters, humidifiers and dust
collectors.
Visit the Fedders investor information website at www.FEDDERS.com to
access additional information on Fedders including annual reports, SEC
filings and special reports.
This press release is neither an offer to purchase nor a solicitation
of an offer to sell securities. The tender offer is made only through the
Offer to Purchase and the related Letter of Transmittal which were
distributed on or about July 15, 1999 to stockholders. Additional copies
of such documents can be obtained by contacting the Dealer Manager at
(212) 809-1360 (call collect) or the Information Agent at (800) 769-6414.
CONTACT: Fedders - Judy Katz
