SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 3 -- FINAL AMENDMENT)
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. 3 (Final Amendment) 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 a 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 6. INTEREST IN THE SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented to include the following
information:
The Offer expired at 12:00 Midnight, New York City time, on Wednesday,
August 11, 1999. Based on information provided by the Depositary,
approximately 6,376,705 Shares or 89% of the outstanding Shares were
validly tendered and not withdrawn pursuant to the Offer (including 112,883
Shares tendered by means of guaranteed delivery). Purchaser has accepted
for payment and has notified the Depositary to promptly pay for the
tendered and accepted Shares, in accordance with the terms and subject to
the conditions set forth in the Offer to Purchase and the related Letter of
Transmittal. On August 12, 1999, Parent issued a press release, the text of
which is set forth as Exhibit (a)(11) hereto and is incorporated by
reference herein.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a)(11) Press Release of Parent dated August 12, 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 12, 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)(11) Press Release of Parent dated August 12, 1999.
Exhibit (a)(11)
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 CORPORATION COMPLETES TENDER OFFER FOR
TRION, INC.
Liberty Corner, NJ - August 12, 1999 -- Fedders Corporation (NYSE: FJA
& FJC) announced today that its indirect wholly-owned subsidiary TI
Acquisition Corp. has successfully completed its cash tender offer to
purchase all of the outstanding shares of common stock of Trion, Inc.
(NASDAQ: TRON) at a price of $5.50 per share.
Fedders believes that approximately 6,376,705 shares of Trion common
stock were validly tendered and not withdrawn pursuant to the tender offer
(including 112,883 shares subject to guarantees of delivery), which
expired at 12:00 midnight, New York City time, on August 11, 1999, and
that such shares have been accepted for payment. After giving effect to
the purchase of the shares tendered, Fedders would beneficially own
approximately 89% of the outstanding Trion shares.
The tender offer will be followed by a merger of TI Acquisition Corp.
with and into Trion, Inc. Pursuant to such merger, those Trion
stockholders who did not tender their shares in the tender offer and who
do not seek appraisal of their shares pursuant to applicable provisions of
Pennsylvania law will have their shares converted into the right to
receive the same $5.50 per share in cash payable pursuant to the tender
offer.
Trion, 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.
Trion's line of indoor air quality products is complementary to
Fedders' existing product line of air conditioners and dehumidifiers and
many of the products, including air cleaners and humidifiers, are
counter-seasonal to air conditioner and dehumidifier sales.
Visit the Fedders investor information website at www.FEDDERS.com to
access additional information on Fedders including annual reports, SEC
filings and special reports.
Contact: Judy Katz
