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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 George Sard/Anna Cordasco/Paul Caminiti
Director of Corporate Finance Sard Verbinnen & Co
(616) 724-5194 (212) 687-8080
SPX DELIVERS TO ECHLIN DEMANDS FOR SPECIAL SHAREHOLDER MEETING
FROM OWNERS OF 46% OF ECHLIN SHARES
Under Connecticut Law and Echlin By-Laws, Meeting Must Be Held by June 25
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MUSKEGON, MI, MARCH 24, 1998 - SPX Corporation (NYSE:SPW) today
announced that it has delivered to Echlin Inc. (NYSE:ECH) demands from
owners of approximately 29 million Echlin shares, representing
approximately 46% of Echlin's outstanding shares, to hold a special
shareholder meeting to vote on replacing the Echlin Board of Directors with
SPX's nominees.
Echlin is incorporated in Connecticut and, under that state's law and
Echlin's own by-laws, must give notice of a special meeting within 30 days
of receiving demands by holders of 35% of its outstanding shares, and must
hold the meeting within 60 days of giving notice. Accordingly, the special
meeting must be held by June 25, 1998.
Under section 33-696 of the Connecticut Business Corporation Act, a
corporation shall hold a special meeting of shareholders if holders of not
less than 35% of the voting power deliver demands for the meeting.
Accordingly, SPX expects that Echlin will notice and hold the special
meeting in accordance with Connecticut law and Echlin's own by-laws. To the
extent that SPX receives additional demands, SPX will forward them to
Echlin, without any prejudice to SPX's position that no revocations of
demands executed after today will be of any force and effect and the 30-day
period for delivering notice of the special meeting of shareholders has
begun to run as of today.
At the special meeting, Echlin's existing Board would be removed if
more shareholders vote in favor of removal than vote against removal; new
directors would be elected by a simple majority of those voting.
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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