SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES
EXCHANGE ACT OF 1934
Check appropriate box:
|X| Preliminary Information Statement |_| Confidential, for Use of the
Commission Only (as permitted
by Rule 14c-5(d)(2))
|_| Definitive Information Statement
FILING BY:
TRION, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Persons Filing Information Statement if other than the
Registrant)
Payment of filing fee (Check the appropriate box):
|X| No Fee Required
|_| Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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As filed with the Securities and Exchange Commission on September 24, 1999
<PAGE>
[LOGO]
TRION, INC.
101 MCNEIL ROAD
SANFORD, NORTH CAROLINA 27331
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
A Special Meeting of shareholders (the "Special Meeting") of Trion, Inc.
(the "Company") will be held on ,1999, at , at 9:00 a.m.,
for the following purposes:
1. To approve an amendment to the Company's Articles of Incorporation (the
"Articles Amendment").
2. To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on October 22, 1999
as the record date for the Special Meeting. Only shareholders of record as
of the Record Date are entitled to notice of and to vote at the Special
Meeting and any adjournments and postponements thereof. Reference is made
to the attached information statement for further information with respect
to the business to be transacted at the Special Meeting.
By Order of the Board of Directors,
Calvin J. Monsma
Secretary
Sanford, North Carolina
, 1999
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
<PAGE>
INFORMATION STATEMENT
This Information Statement is furnished to the holders of the common
stock, par value $0.50 per share (the "Common Stock") of Trion, Inc. (the
"Company") in connection with the special meeting of shareholders of the
Company (the "Special Meeting"). Action will be taken at the Special
Meeting to amend the Company's articles of incorporation (the "Articles")
to delete Section 6 of the Articles (the "Articles Amendment") and any
other business that properly comes before the meeting. The Board of
Directors has fixed the close of business on October 22, 1999 as the record
date (the "Record Date") for the Special Meeting. As of the Record Date,
approximately shares were issued and outstanding. Each share of Common
Stock is entitled to one vote.
On July 12, 1999, the Company, Fedders Corporation ("Fedders") and
TI Acquisition Corp., a wholly owned subsidiary of Fedders ("TI") entered
into an Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to
the Merger Agreement, TI made a tender offer (the "Tender Offer") for all
outstanding shares of Common Stock of the Company. The Merger Agreement
provides that following the satisfaction or waiver of all conditions,
including the approval and adoption by the shareholders of the Company of
the Articles Amendment, TI will merge (the "Merger") with and into the
Company. On July 15, 1999, pursuant to the Merger Agreement, TI commenced
the Tender Offer for all outstanding shares of Common Stock at a price of
$5.50 per share. The Tender Offer expired on August 11, 1999. As of the
date that this Information Statement was first sent to shareholders, TI
owned [ ] shares, or approximately [ ]% of the outstanding shares of Common
Stock.
A detailed description of the background and terms of the Tender
Offer and Merger, the factors considered by the Board of Directors of the
Company in recommending approval of the Tender Offer and Merger and other
important information concerning the Company, the Tender Offer and the
Merger was included in the Offer to Purchase, dated July 15, 1999 (the
"Offer to Purchase"), pursuant to which the Tender Offer was made and the
Company's Solicitation/Recommendation Statement on Schedule 14D-9 (the
"Schedule 14D-9"), copies of which were mailed to all Company shareholders
of record on or about July 15, 1999. Additional copies of the Offer to
Purchase and the Schedule 14D-9 may be obtained upon request from American
Stock Transfer and Trust Company, by mail or in person at 40 Wall Street,
46th floor, New York, New York 10005, or by telephone at (718)921-8200.
As of the Record Date, [ ] shares of the Common Stock or [ ]% were
held by TI. Approval of the Articles Amendment requires the affirmative
vote of 80% of the outstanding shares of Common Stock. As TI owns [ ]% of
the outstanding shares of Common Stock of the Company and has indicated
that it will vote in favor of the Articles Amendment, it may adopt the
Articles Amendment without the vote of any other shareholder. Accordingly,
the Company is not soliciting proxies for the Special Meeting, but is
providing this Information Statement to its shareholders in accordance with
the rules and regulations of the Securities Exchange Act of 1934.
<PAGE>
PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION
The Board of Directors of the Company has approved and recommends to
the shareholders that they adopt the Articles Amendment and thereby delete
Section 6 of the Articles.
REASONS FOR THE PROPOSAL
Pursuant to the Merger Agreement, the consummation of the Merger is
conditioned on, among other things, the approval and adoption by the
Company's shareholders of the Articles Amendment. The Company's Board of
Directors, by a unanimous vote of those present at the meeting, approved
the Merger Agreement and the transactions contemplated thereby, including
the adoption of the Articles Amendment and the Merger. The Board of
Directors believes that the Merger is fair to and in the best interests of
the shareholders of the Company and approval of the Articles Amendment will
permit the Company to timely and efficiently complete the Merger.
Under section 1924 of the Pennsylvania Business Corporation Law (the
"PBCL"), if a corporation owns at least 80% of the outstanding shares of
each class of another corporation, the corporation owning such stock can
effect a "short-form" merger with that corporation without any action or
vote on the part of the other shareholders of such other corporation (a
"short-form merger") if its board of directors adopts the merger. Following
completion of the Tender Offer, TI owns greater than 80% of the outstanding
shares of Common Stock. However, Section 6 of the Articles provides as
follows:
"If any person, firm, corporation or other entity (hereinafter
called an "Entity") or any person, firm, corporation or other
entity controlling an Entity, controlled by an Entity or under
common control with an Entity, or any group of which an Entity
or any of the foregoing persons, firms, corporations, or other
entities are members, or any other group controlling an Entity,
controlled by an Entity, or under common control with an Entity
(all of the foregoing persons, firms, corporations and other
entities including an Entity being hereinafter collectively
referred to as the "Group"), owns of record, or owns
beneficially, directly or indirectly, any shares of any class
of equity security of the corporation, then any merger or
consolidation of the corporation with an Entity, or any sale,
lease or exchange of all or substantially all the assets of the
corporation or an entity to the other may not be effected
without the consent of the holders of at least a majority of
the voting securities of the corporation entitled to vote
thereon and not owned by the Group as aforesaid, given in
person or by proxy at a meeting called for that purpose. For
the purposes of this Article 6 the term "Group" includes
persons, firms, corporations and other entities acting in
concert, whether or not as a formal group shall be deemed to be
a Group; and the term "equity security" means any stock or
similar security convertible, with or without consideration,
into such a security, or carrying any warrant to subscribe to
or purchase such a security, or any such warrant or right. The
foregoing provisions of this Article 6 are in addition to any
other provisions of these Articles or of the laws of the
Commonwealth of Pennsylvania and may not be amended or repealed
without the consent of the holders of at least eighty percent
(80%) of the voting securities of the corporation entitled to
vote thereon given in person or by proxy at a meeting called
for that purpose."
<PAGE>
Pursuant to the Articles Amendment, Section 6 of the Articles would be
deleted in its entirety. Without approval of the Articles Amendment,
completion of the Merger would require the vote of a majority of the shares
of Common Stock not held by TI. Approval of the Articles Amendment will
permit the Company to complete a short-form merger with TI as contemplated
by the Merger Agreement and as permitted under Section 1924 of the PBCL
without any further approval of the Company's shareholders. As TI owns more
that 80% of the outstanding shares of the Common Stock, it may approve the
Articles Amendment without the vote of any other shareholder. TI has
advised the Company that it will vote in favor of the Articles Amendment
and thereby ensure the approval of the Articles Amendment.
EFFECT OF THE PROPOSAL
As a result of the Articles Amendment, Section 6 of the Articles will
be deleted in its entirety and thereby eliminate the requirement that a
merger of the Company with an existing shareholder of the Company receive
the approval of a majority of the shares of Common Stock not held by such
shareholder. Upon adoption of the Articles Amendment, pursuant to the PBCL
and the Merger Agreement, the Company will be able to merge with TI without
any further approval of the Company's shareholders. TI has indicated that
upon approval of the Articles Amendment it intends to effect a short-form
merger as permitted under the PBCL. At the effective time of the Merger,
each share of Common Stock then outstanding (other than shares then held by
(i) the Company, (ii) Fedders, TI or any other wholly owned subsidiaries of
Fedders, and (iii) shareholders who properly perfect their dissenters'
rights under the PBCL) will be converted into the right to receive $5.50 in
cash, without interest - the same price per share paid by TI in the
recently completed Tender Offer. Following the Merger, the Company will
become a wholly owned subsidiary of Fedders.
TRION, INC.
, 1999
