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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
[ ] Definitive Proxy Statement Commission Only (as Permitted
[ X ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
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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Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) 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 transaction computed
pursuant to Exchange Act Rule 0-11:
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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 was paid previously. Identify the previous filing
by registration statement number, or the Form of 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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Contacts:
Charles A. Bowman
SPX Director of Corporate Finance
(616) 724-5194
George Sard/Anna Cordasco/Paul Caminiti
Sard Verbinnen & Co.
(212) 687-8080
SPX ISSUES STATEMENT ON CONNECTICUT HOUSE BILL 5695
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MUSKEGON, MICHIGAN, MARCH 12, 1998 -- SPX Corporation (NYSE:SPW) today
issued the following statement regarding this afternoon's vote by the General
Assembly's Judiciary Committee to send proposed House Bill 5695 to the floor
of the Connecticut House of Representatives for consideration:
"While we are disappointed that House Bill 5695 has made it out of the
Judiciary Committee, we remain confident that the elected officials of
Connecticut will not enact this misguided, special-interest proposal into
law. House Bill 5695 was initiated by the senior management of Echlin, Inc.
(NYSE:ECH) before they had even considered SPX's full and fair offer to
acquire Echlin, and is nothing more than a self-serving effort to protect the
jobs of a handful of high-level corporate executives at the expense of all
Connecticut companies, their shareholders and their employees.
Under House Bill 5695, even if 100% of Echlin shareholders voted to
remove directors, they could not be removed at a special meeting for a year.
After a year, even if a new Board were elected by 100% of the shareholders,
the new Board could not approve a business combination - even one that all
shareholders wanted. Only the old Board - the directors unanimously voted
out by the shareholders - would be able to approve it for five years. No
other state has ever enacted such extreme legislation that would strip
shareholders of their fundamental rights.
"House Bill 5695 is bad for Connecticut. This constitutionally
questionable legislation could entrench senior management of Connecticut
companies, prevent those companies from growing through beneficial business
combinations, and destroy value for shareholders of all Connecticut
companies. If House Bill 5695 is enacted into law, the employees and
surrounding communities of Connecticut companies will ultimately suffer as
individuals and institutions avoid investing in companies in which they could
be deprived of their shareholder rights without any say.
"SPX remains committed to completing this compelling transaction. We
will continue to vigorously oppose House Bill 5695, and take all necessary
steps to protect shareholder interests."
SPX Corporation is a global provider of Vehicle Service Solutions to
franchised dealers and independent service locations, Service Support to
Vehicle Manufacturers, and Vehicle Components to the worldwide motor vehicle
industry. SPX's Internet address is www.spx.com.
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