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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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240.14a-11(c) or 240.14a-12
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Echlin Inc.
(Name of Registrant as Specified In Its Charter)
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SPX Corporation
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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HOUSE BILL 5695 IS BAD FOR
CONNECTICUT
At the instigation of Echlin Inc., some well-intentioned state legislators
are proposing modifications to Connecticut business law that would entrench
the Boards of Connecticut-incorporated companies and strip shareholders of
their voting rights. No other state has ever enacted such an extreme "dead
hand" provision into law--promising Connecticut lasting national notoriety
for abusive corporate governance.
Echlin is trying to stop shareholders from voting on SPX Corporation's full
and fair offer to acquire Echlin--while hiding behind the fiction that this
unprecedented law is needed to save Connecticut jobs. Here are the facts:
1. CONNECTICUT JOBS ARE NOT AT RISK
---
. Only 3% of Echlin's 30,000 employees are in Connecticut.
. SPX will continue operating Echlin's Branford manufacturing
facility where the vast majority of Echlin's Connecticut jobs
are.
. Workers would be better off with SPX--a strong company with
tremendous growth opportunities whose stock price has more than
quadrupled in the last two years under new management.
. The Connecticut jobs at issue are the approximately 115 corporate
staff positions in Echlin's Branford headquarters, which SPX
plans to evaluate and make decisions upon based on merit.
. SPX has a strong history of community involvement and is
committed to match or exceed Echlin's community support in
Connecticut.
2. THE VALUE OF CONNECTICUT COMPANIES IS AT RISK
--
. More than $200 million of value has been destroyed for Echlin
shareholders since news of this potential legislation surfaced
last week.
. Under House Bill 5695, even if 100% of a company's shareholders
vote to remove directors, they could not be removed for a year
after a company received an acquisition offer.
. After a year, even if a new Board were elected, the new Board
would not be allowed to approve a business combination--even one
that all shareholders wanted.
. Under this bill, only the old Board -- the directors voted out by
shareholders -- would be able to approve a business combination
for five years.
. Investors won't pay as much for shares in companies in which the
Board is no longer accountable to the shareholders--likely
reducing the value of all Connecticut companies.
DON'T KILL SHAREHOLDER DEMOCRACY
IN CONNECTICUT
CONTACT YOUR STATE LEGISLATOR TO VOICE YOUR OPPOSITION TO HOUSE BILL 5695
ATTEND TODAY'S PUBLIC HEARING STARTING AT 1PM BEFORE THE JUDICIARY
COMMITTEE IN ROOM 2C OF THE LEGISLATIVE OFFICE BUILDING IN HARTFORD
SPX CORPORATION