SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 1)
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. 1 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 11. MATERIALS TO BE FILED AS EXHIBITS.
(a)(7) Press Release of Parent dated July 13, 1999.+*
+ Previously filed.
* All references to the "Safe-Harbor" clause of the Private Securities
Litigation Reform Act of 1995 set forth in the press release do not
apply to statements made in connection with the Offer.
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 3, 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)(7) Press Release of Parent dated July 13, 1999.+*
+ Previously filed.
* All references to the "Safe-Harbor" clause of the Private Securities
Litigation Reform Act of 1995 set forth in the press release do not
apply to statements made in connection with the Offer.
