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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
ISS REPORT RECOMMENDS ECHLIN SHAREHOLDERS
DEMAND SPECIAL MEETING ON SPX OFFER
ISS Report Also Criticizes Proposed Connecticut House Bill 5695
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MUSKEGON, MI, March 19, 1998 - SPX Corporation (NYSE:SPW) today
announced that Institutional Shareholder Services ("ISS"), the nation's
leading independent proxy advisory firm, has released a report recommending
that Echlin Inc. (NYSE:ECH) shareholders demand a special shareholder
meeting to consider SPX's offer to acquire Echlin. In addition, the ISS
report supports SPX's efforts to defeat proposed Connecticut House Bill
5695, which would severely restrict the ability of shareholders in
Connecticut companies to call special shareholder meetings.
ISS said, in its report, "ISS recommends that shareholders CONSENT to
holding the special meeting." ISS added, "ISS fails to discern any
justification for the Echlin board's disregard of SPX's takeover offer."
ISS contined, "ISS believes, and various market analysts concur, that SPX
has presented compelling strategic reasons for a potential acquisition."
With respect to proposed Connecticut House Bill 5695, ISS stated,
"[Echlin] management argues that House Bill 5695 is designed to slow down
the process initiated by SPX and to forestall a two-percent shareholder
from taking advantage of Connecticut law to seize control of the board.
This somehow assumes that SPX has the ability to railroad a majority of
other shareholders into following its proposed course of action. It also
ignores the statutory timetable for holding the special meeting, which
could be delayed to as late as June. We consider this an adequate amount of
time for the Echlin board to consider other alternatives and for
shareholders to evaluate the SPX offer. Additionally, the Echlin board and
management have had more than a year to evaluate a merger with SPX, but
their public statements indicate that they are simply not interested in any
deal."
ISS continued, "In championing the Connecticut bill, we believe Echlin
is truly taking the 'just say no' defense to new heights. Faced with an
attractice takeover offer and a recalcitrant board, shareholders would be
prohibited from removing directors without cause for a year (or effectively
until the next annual meeting)..." ISS added, "If passed and upheld by the
judicial system, House Bill 5695 would have far-reaching implications not
only for Echlin shareholders, but for those of other companies incorporated
in the state."
ISS continued, "...the ultimate acceptance or rejection of a takeover
offer should be the purview of shareholders, who are the owners of the
company. This should also be the case at Echlin. ISS is in favor of
preserving the right of shareholders to call special meetings and to remove
their duly appointed representatives to the board if they see fit. We
therefore support the dissident's [SPX's] call to hold a special meeting."
ISS added, "Shareholders are reminded that nonvotes count as votes against
calling the special meeting."
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.