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TROY Group Files Suit Against Westar.


SANTA ANA Santa Ana, city, El Salvador
Santa Ana (sän'tä ä`nä), city (1993 pop. 129,873), W El Salvador. It is the second largest city in the country and the commercial and processing center for a sugarcane, coffee, and cattle region.
, Calif. -- TROY Group Inc. (Nasdaq:TROY) today announced that TROY, Dirk Inc., and the Dirk Family Trust have commenced an action against Westar Capital LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
 ("Westar") in the United States District Court United States District Court

In the U.S., any of the 94 trial courts of general jurisdiction in the federal judicial system. Each state, as well as the District of Columbia and the Commonwealth of Puerto Rico, has at least one federal district court.
 for the Central District of California for violations of the Williams Act The Williams Act of 1968 amended the Securities and Exchange Act of 1934 (15 U.S.C.A. § 78a et seq.) to require mandatory disclosure of information regarding cash tender offers. , tortious interference Tortious interference, in the common law of tort, occurs when a person intentionally damages the plaintiff's contractual or other business relationships. This tort is broadly divided into two categories, one specific to contractual relationships (irrespective of whether they  with contract, tortious interference with prospective economic advantage, and unfair business practices. The complaint alleges that Westar's purported offers to purchase all of the outstanding stock of TROY are designed solely to disrupt the market for TROY common stock and the proposed merger between TROY and Dirk Inc. The complaint seeks damages of an unspecified amount as well as injunctive relief injunctive relief n. a court-ordered act or prohibition against an act or condition which has been requested, and sometimes granted, in a petition to the court for an injunction. .

On May 26, 2004, TROY announced that it had entered into a merger agreement (the "Merger") with Dirk Inc., a company controlled by Patrick Dirk, the founder of TROY, and his family members, pursuant to which Mr. Dirk and his family will acquire the outstanding shares of TROY common stock that they do not already own at a price of $3.06 per share. The Merger is subject to approval by TROY stockholders as required under applicable state law, to completion of financing arrangements necessary to accomplish the Merger, and to certain other closing conditions.

TROY filed a preliminary proxy statement Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
 with the Securities and Exchange Commission on June 17, 2004. Prior to consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like.
     2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished.
 of the merger, TROY will file a definitive proxy statement with the Securities and Exchange Commission and will distribute such proxy statement to investors and stockholders. Investors and stockholders are advised to read the proxy statement when it becomes available because it will contain important information about the parties to the merger and the terms and conditions of the merger.

Investors and stockholders may obtain copies of the proxy statement (when available) and other documents filed by the parties with the Securities and Exchange Commission, free of charge, at the Securities and Exchange Commission's Web site at http://www.sec.gov. Investors and stockholders may also obtain, free of charge, copies of the proxy statement (when available) and such other documents from TROY by directing such request to TROY Group Inc., 2331 South Pullman Pullman.

1 Former town, since 1889 part of Chicago, Ill. It was founded in 1880 by George M. Pullman as a model community for workers of his sleeping-car company; all property was company owned, and administration policies were paternalistic.
 Street, Santa Ana, CA 92705, 949-250-3280.

TROY and its executive officers and directors may be deemed to be participants in the solicitation solicitation

In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual
 of proxies from stockholders of TROY with respect to the transactions contemplated by the merger agreement. Information regarding such executive officers and directors is included in TROY's Annual Report on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 for the fiscal year ended Nov. 30, 2003. This document is available, free of charge, at the Securities and Exchange Commission's Web site at http://www.sec.gov and from TROY at TROY Group Inc., 2331 South Pullman Street, Santa Ana, CA 92705, 949-250-3280.

About TROY Group

TROY Group Inc. ("TROY") offers a full range of products to its customers in two primary product lines: Secure Payment Systems and Wireless and Connectivity Solutions. Secure Payment Systems include Security Printing Solutions which enable the secure printing and management of checks, and Financial Service Solutions which enable secure electronic payments. Wireless and Connectivity Solutions includes hardware and software solutions that enable enterprises to share intelligent devices, such as printers, either wirelessly or using traditional networks. TROY distributes products to major corporations, banks, key government accounts and distributors worldwide. Visit TROY at www.troygroup.com.

This press release contains certain forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 of TROY (statements that are not historical fact). These forward-looking statements may be identified by terms such as believe, expect, may, will, could and should, and the negative of these terms or other similar expressions. These statements, including statements regarding the Merger and the lawsuit, are subject to risks and uncertainties that could cause actual results to differ materially from those discussed in the forward-looking statements. These risks and uncertainties include, but are not limited to, the ability to complete the Merger, the costs and impact of the lawsuit, rulings by the United States District Court for the Central District of California in connection with the lawsuit, and the other factors set forth in our periodic reports and other documents that we file from time to time with the Securities and Exchange. Statements included in this press release are based upon information known to TROY as of the date of this release, and TROY assumes no obligation to update information contained in this press release.
COPYRIGHT 2004 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2004, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Sep 8, 2004
Words:725
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