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  [X]
Filed by a Party other than the Registrant [  ]
Check the appropriate box:
[ X ]   Preliminary Proxy Statement         [   ] Confidential, for Use of the
[   ]   Definitive Proxy Statement                Commission Only (as Permitted
[   ]   Definitive Additional Materials           by Rule 14a-6(e)(2))
[   ]   Soliciting Material Pursuant to
        240.14a-11(c) or 240.14a-12


- -------------------------------------------------------------------------------

                              SPX Corporation
           (Name of Registrant as Specified In Its Charter)

- -------------------------------------------------------------------------------

    (Name of Person(s) Filing Proxy Statement, if other than Registrant)

- -------------------------------------------------------------------------------

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:

            ---------------------------------------------------------------

      2)    Aggregate number of securities to which transaction applies:

            ---------------------------------------------------------------

      3)    Per unit price or other  underlying  transaction  computed
            pursuant to Exchange Act Rule 0-11:

            ---------------------------------------------------------------

      4)    Proposed maximum aggregate value of transaction:

            ---------------------------------------------------------------

      5)    Total fee paid:

            ---------------------------------------------------------------




[   ] 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:

            ---------------------------------------------------------------

      2)    Form, Schedule or Registration Statement No.:

            ---------------------------------------------------------------

      3)    Filing Party:

            ---------------------------------------------------------------

      4)    Date Filed:

            ---------------------------------------------------------------





[GRAPHIC OMITTED]
                             700 Terrace Point Drive    Phone  616-724-5000
                             P.O. Box 330               Fax    616-724-5720
                             Muskegon, MI 49443-3301


                           [_________], 1998


Fellow Shareholders:

     You are  cordially  invited  to  attend  the 1998  Annual  Meeting  of
Shareholders on May 20, 1998, at 9:00 a.m. (Eastern Time), at the Company's
headquarters,  700 Terrace Point Drive, Muskegon, Michigan. The items to be
acted upon at the  meeting  are listed in the Notice of Annual  Meeting and
are described in the Proxy Statement.

     You may  already be aware that the  Company has offered to acquire all
of the  outstanding  shares of Common  Stock of Echlin Inc. in exchange for
$12 in cash and  0.4796  share of  Common  Stock  of the  Company  for each
outstanding  Echlin  share.  One of the  proposals  to be acted upon at the
meeting is the  approval of the  issuance of shares of Common  Stock of the
Company in this  acquisition.  To fully  understand  this  proposal and the
acquisition  of  Echlin,  I  encourage  you to  read  the  Proxy  Statement
carefully.  Shareholders  of record at the close of  business  on April 10,
1998, are entitled to vote at the Annual Meeting.

     I am pleased you have chosen to invest in SPX Corporation,  and I look
forward to the opportunity of personally  greeting those  shareholders  who
attend this  year's  annual  meeting.  I urge you to vote,  sign,  date and
return the proxy card in the enclosed  postage-paid  envelope,  even if you
plan to attend the meeting. Your vote is important and voting by proxy will
ensure your  representation at the annual meeting even if you cannot attend
in person.

     This year we will require  admission tickets for shareholders who want
to attend the meeting in person.  Two cutout admission tickets are included
on the outside back cover of this Proxy Statement.

                                                 Sincerely,


                                                 JOHN B. BLYSTONE
                                                 Chairman, President and
                                                 Chief Executive Officer


                             [GRAPHIC OMITTED]

           700 Terrace Point Drive      Muskegon, Michigan 49443-3301
                          Telephone (616) 724-5000

                  NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                          TO BE HELD MAY 20, 1998

To the Shareholders:

     The Annual Meeting of Shareholders of SPX Corporation  (the "Company")
will be held at the offices of the  Company at 700  Terrace  Point Drive in
Muskegon,  Michigan,  on May 20, 1998, at 9:00 a.m. (Eastern Time), for the
purpose of  considering  and taking  action with  respect to the  following
matters:

     1.   The election of three directors of the Company;

     2.   Approval of the issuance of shares of the Company's Common Stock,
          par  value  $10.00  per  share  (the  "SPX  Common  Stock"),   in
          connection with the proposed  acquisition (the "Proposed Business
          Combination ") of all of the outstanding  shares of Common Stock,
          par  value   $1.00  per  share   (each  an  "Echlin   Share"  and
          collectively the "Echlin Shares"),  of Echlin Inc., a Connecticut
          corporation ("Echlin"); and

     3.   Approval  of  an  amendment  to  the  Company's   Certificate  of
          Incorporation to increase the amount of authorized  shares of SPX
          Common Stock from 50,000,000 to 100,000,000 shares.

     4.   Such other business as may properly come before the meeting.

     According to Echlin's  public  filings,  as of February 17, 1998 there
were  63,248,939  Echlin  Shares  outstanding  and as of December  31, 1997
options to  purchase  2,044,284  Echlin  Shares had been  granted  and were
outstanding. Based on such numbers, if the Proposed Business Combination is
consummated in accordance with the terms described herein, the Company will
issue to Echlin shareholders (other than the Company,  which owns 1,150,150
Echlin  Shares)  up to  30,763,018  shares of SPX Common  Stock.  IF ECHLIN
COMMENCES MERGER  NEGOTIATIONS  WITH THE COMPANY,  OR THE COMPANY OTHERWISE
MODIFIES THE TERMS OF THE PROPOSED  BUSINESS  COMBINATION,  CONSUMMATION OF
THE PROPOSED  BUSINESS  COMBINATION  COULD  REQUIRE THE ISSUANCE OF MORE OR
LESS THAN 30,763,018 SHARES OF SPX COMMON STOCK.

     The Board of  Directors  has fixed the close of  business on April 10,
1998 as the record date for the  determination of shareholders  entitled to
notice of and to vote at the Annual Meeting of  Shareholders.  The transfer
books of the Company will not be closed.

     Each shareholder,  including any shareholder who expects to attend the
meeting in person, is requested to execute the enclosed proxy and return it
as promptly as possible in the accompanying stamped envelope. The proxy may
be revoked  by the  shareholder  at any time  before it is  exercised,  and
shareholders  who are present at the meeting may withdraw their proxies and
vote in person.

     This  year,  shareholders  who plan to  attend  the  meeting,  will be
required to present an admission  ticket.  Two cutout admission tickets are
included  on the back cover of the  enclosed  Proxy  Statement.  To request
additional  tickets  shareholders  should contact the Corporate  Secretary.
Shareholders  who do not present an admission  ticket will be admitted only
upon providing proof of ownership  showing they were a Company  shareholder
as of April 10, 1998.  If a  shareholder  holds shares  through a broker or
other nominee and fails to present an admission ticket,  proof of ownership
will be accepted by the Company  only if the  shareholder  brings  either a
copy of the voting  instruction card provided by the broker or nominee or a
copy of a brokerage  statement showing share ownership in the Company as of
April 10, 1998.

     A copy of the Company's  1997 Annual Report to  Shareholders  has been
mailed to each shareholder.

                                        By Order of the Board of Directors,


                                        CHRISTOPHER J. KEARNEY
                                        Vice President, Secretary
                                        and General Counsel
Muskegon, Michigan
__________, 1998

           IMPORTANT:  PLEASE MAIL YOUR  SIGNED  PROXY  PROMPTLY IN 
           THE ENCLOSED ENVELOPE PROVIDED FOR  THIS PURPOSE  WHETHER
           OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING


[GRAPHIC OMITTED]
           700 Terrace Point Drive     Muskegon, Michigan 49443-3301
                          Telephone (616) 724-5000
                                ------------

                              PROXY STATEMENT

                     FOR ANNUAL MEETING OF SHAREHOLDERS
                          TO BE HELD MAY 20, 1998

     This proxy statement is furnished in connection with the  solicitation
of proxies to be voted at the 1998  Annual  Meeting  of  Shareholders  (the
"Annual  Meeting") of SPX Corporation (the "Company") to be held on May 20,
1998.

     The  enclosed  proxy is  solicited  by the Board of  Directors  of the
Company  and will be  voted  at the  Annual  Meeting  and any  adjournments
thereof.  The  enclosed  proxy  may be  revoked  at any time  before  it is
exercised.  The only  business  which the  Board of  Directors  intends  to
present or knows will be presented is (i) the election of three  directors,
(ii)  approval  of the  issuance  (the "Stock  Issuance")  of shares of the
Company's  Common  Stock,  par  value  $10.00  per share  (the "SPX  Common
Stock"), in connection with the proposed  acquisition by the Company of all
of the outstanding  shares of common stock, par value $1.00 per share (each
an "Echlin Share" and collectively the "Echlin Shares"),  of Echlin Inc., a
Connecticut corporation  ("Echlin"),  and (iii) approval of an amendment to
the  Company's  Certificate  of  Incorporation  to  increase  the amount of
authorized shares of SPX Common Stock from 50,000,000 to 100,000,000 shares
(the "Charter Amendment").

     According to Echlin's public filings,  as of February 17, 1998,  there
were  63,248,939  Echlin  Shares  outstanding  and as of December 31, 1997,
options to  purchase  2,044,284  Echlin  Shares had been  granted  and were
outstanding.  Based  on  such  numbers,  if  the  proposed  acquisition  is
consummated in accordance with the terms described herein, the Company will
issue to Echlin shareholders (other than the Company,  which owns 1,150,150
Echlin  Shares)  up to  30,763,018  shares of SPX Common  Stock.  IF ECHLIN
COMMENCES MERGER  NEGOTIATIONS  WITH THE COMPANY,  OR THE COMPANY OTHERWISE
MODIFIES  THE  TERMS  OF  THE  PROPOSED  ACQUISITION,  CONSUMMATION  OF THE
PROPOSED  ACQUISITION  COULD  REQUIRE  THE  ISSUANCE  OF MORE OR LESS  THAN
30,763,018 SHARES OF SPX COMMON STOCK.

     The enclosed  proxy confers  discretionary  authority upon the persons
named  therein,  or their  substitutes,  with respect to any other business
which may  properly  come  before  the  meeting.  Shares  represented  by a
properly  executed  proxy  in the  accompanying  form  will be voted at the
meeting and, when instructions have been given by the shareholder,  will be
voted in accordance with those instructions.  If no instructions are given,
such shareholder's shares will be voted according to the recommendations of
the Board of Directors of the Company.

     This proxy  statement and the proxy are intended to be first mailed to
shareholders on or about _______ ____, 1998.

RECORD DATE AND VOTING AT THE MEETING

     The holders of record on April 10, 1998 (the "Record  Date") of shares
of SPX Common  Stock will be  entitled to one vote per share on each matter
submitted  to the Annual  Meeting.  At the close of  business on the Record
Date,  there  were  outstanding  [ ] shares of SPX Common  Stock.  No other
voting  securities of the Company were outstanding at the close of business
on the Record Date. The holders of one-third of the total shares issued and
outstanding,  whether  present  in person  or  represented  by proxy,  will
constitute a quorum for the  transaction of business at the Annual Meeting,
other than for purposes of approving  the Stock  Issuance.  Pursuant to the
rules of the New York Stock Exchange,  Inc. (the "New York Stock Exchange")
on which the SPX Common Stock is listed, the presence in person or by proxy
of a majority  of the shares of SPX Common  Stock  entitled  to vote on the
Stock  Issuance  is  necessary  to  constitute  a quorum  for  purposes  of
approving the Stock Issuance.

     The affirmative vote of a majority of the total shares  represented in
person or by proxy and  entitled to vote at the Annual  Meeting is required
for the  election of  directors,  the approval of the Stock  Issuance,  and
(subject  to a  greater  vote  being  required  by  law  or  the  Company's
Certificate  of  Incorporation  or  By-Laws)  the  approval  of such  other
business as may properly come before the meeting or any adjournment thereof
other than the approval of the Charter Amendment. The affirmative vote of a
majority  of the shares of SPX Common  Stock  outstanding  is  required  to
approve the Charter Amendment.

     In accordance with Delaware law, a shareholder entitled to vote on the
election of directors  can withhold  authority to vote for all nominees for
director  or can  withhold  authority  to vote  for  certain  nominees  for
director.  Likewise,  a  shareholder  entitled  to vote on the  proposal to
approve the Stock Issuance or the proposal to approve the Charter Amendment
may  withhold  authority  to vote on the  proposal.  Abstentions  from  the
proposal to elect  directors,  abstentions from the proposal to approve the
Stock  Issuance  and  absentions  from the  proposal to approve the Charter
Amendment  will have the same effect as votes  against the  election of the
directors,  against the proposal to approve the Stock Issuance, and against
the  proposal  to  approve  the  Charter  Amendment,  respectively.  Broker
non-votes  are treated as shares as to which voting power has been withheld
by the  beneficial  holders of those shares and,  therefore,  as shares not
entitled  to vote,  which will have no effect on the outcome of the vote on
the election of directors  and the proposal to approve the Stock  Issuance.
Because  approval  of  the  Charter   Amendment   requires  a  majority  of
outstanding SPX Common Stock, broker non-votes will have the same effect as
votes against the Charter Amendment.

              INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     THIS PROXY STATEMENT INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED  HEREIN OR DELIVERED  HEREWITH.  THESE  DOCUMENTS  (NOT INCLUDING
EXHIBITS  TO SUCH  DOCUMENTS  WHICH ARE NOT  SPECIFICALLY  INCORPORATED  BY
REFERENCE TO SUCH DOCUMENTS) ARE AVAILABLE  WITHOUT CHARGE UPON REQUEST TO:
CORPORATE SECRETARY, SPX CORPORATION, 700 TERRACE POINT DRIVE, MUSKEGON, MI
49443.  REQUESTS  MAY BE  DIRECTED  TO THE  COMPANY'S  SECRETARY  AT  (616)
724-5000. IN ORDER TO ENSURE TIMELY DELIVERY OF SUCH DOCUMENTS, ANY REQUEST
FOR DOCUMENTS SHOULD BE SUBMITTED NO LATER THAN FIVE BUSINESS DAYS PRIOR TO
THE ANNUAL MEETING.

     The  following  documents  filed  with  the  Securities  and  Exchange
Commission  (the  "Commission")  by  the  Company  (File  No.  1-6948)  are
incorporated herein by reference:

     (i) the  Company's  Annual  Report  on Form  10-K for the  year  ended
December 31, 1997 (the "Company's 1997 Form 10-K");

     (ii) the Company's Definitive  Solicitation Statement on Schedule 14A,
dated  March 6, 1998,  to the  shareholders  of Echlin  and all  subsequent
filings of solicitation  materials in connection  with the  solicitation of
written demands to call a special meeting of the shareholders of Echlin;

     (iii) the Company's  Quarterly Report on Form 10-Q for the nine months
ended September 30, 1997; and

     (iv) the Company's Current Report on Form 8-K filed February 21, 1997.

     The following  documents filed with the Commission by Echlin (File No.
1-4651) are incorporated herein by reference:

     (i)  Echlin's  Annual  Report on Form 10-K for the  fiscal  year ended
August 31,  1997  ("Echlin's  1997 Form  10-K")  (except  for the report of
Echlin's   independent   accountants   contained   therein   which  is  not
incorporated   herein  by   reference   because  the  consent  of  Echlin's
independent accountants has not yet been obtained);

     (ii) Echlin's Proxy  Statement for the Annual Meeting of  Shareholders
held on December 17, 1997; 

     (iii)  Echlin's  Quarterly  Report on Form 10-Q for the  period  ended
November 30, 1997 ("Echlin's 1998 First Quarter Form 10-Q"); and

     (iv) Echlin's Definitive Revocation Solicitation Statement on Schedule
14A,  dated  March 13,  1998 and all  subsequent  filings  of  solicitation
materials in connection  with the  solicitation  of  revocations of written
demands to call a special meeting of the shareholders of Echlin.

     All  documents  filed by either  the  Company  or Echlin  pursuant  to
Section 13(a),  13(c), 14 or 15(d) of the Securities  Exchange Act of 1934,
as amended (the "Exchange Act"), subsequent to or  contemporaneous  with the
date hereof and prior to the date of the Annual  Meeting shall be deemed to
be  incorporated  herein by reference and to be a part hereof from the date
of  such  filing.   Any  statement   contained  herein  or  in  a  document
incorporated  or deemed to be  incorporated  herein by  reference  shall be
deemed to be modified or superseded for purposes  hereof to the extent that
a statement  contained herein or in any other  subsequently  filed document
which  also is,  or is  deemed  to be,  incorporated  herein  by  reference
modifies or supersedes such statement. Any such statement so modified shall
not be deemed to constitute a part hereof,  except as so modified,  and any
statement so superseded shall not be deemed to constitute a part hereof.

                         FORWARD-LOOKING STATEMENTS

     Certain  statements  contained in this Proxy Statement or incorporated
herein  by  reference  that are not  statements  of  historical  facts  are
"forward-looking" statements and are thus prospective. Such forward-looking
statements include, without limitation,  statements regarding the Company's
or Echlin's  future  financial  position,  results of operations,  business
strategy  (including  future  dispositions of assets and  restructuring  of
operations),  budgets,  expected cost savings,  plans as to dividends,  and
plans  and   objectives  of   management   for  future   operations.   Such
forward-looking  statements are subject to risks,  uncertainties  and other
factors which could cause actual results to differ  materially  from future
results expressed or implied by such forward-looking statements.  Important
factors  that could  cause  actual  results to differ  materially  from the
information set forth in any forward-looking statements are disclosed under
"Risk Factors" ("Cautionary  Statements").  All subsequent written and oral
forward-looking statements attributable to the Company or to persons acting
on its behalf are expressly  qualified in their  entirety by the Cautionary
Statements.  The  Company  was  not  involved  in  the  preparation  of any
forward-looking  statements relating to Echlin incorporated by reference in
this Proxy Statement and is not in a position to verify such statements and
takes no responsibility therefor.

                                PROPOSAL I

                           ELECTION OF DIRECTORS

     As of the Annual Meeting, the Board of Directors will consist of eight
members,  divided into three classes. At the Annual Meeting, three nominees
are to be  elected  to serve  for a term of three  years  and  until  their
respective  successors  are  elected  and  qualified.  The  remaining  five
directors will continue to serve as set forth below,  with three  directors
having  terms  expiring  at the Annual  Meeting  in 1999 and two  directors
having terms expiring at the Annual  Meeting in 2000.  Each of the nominees
is now a director of the  Company  and has agreed to serve if elected.  The
proxy  holders  will  vote  the  proxies  received  by them  for the  three
nominees,  or in the event of a  contingency  not presently  foreseen,  for
different persons as substitutes therefor.

     The  following  sets  forth  with  respect  to each  nominee  and each
director  continuing to serve, his or her name, age, principal  occupation,
the  year in which  he or she  first  became  a  director  of the  Company,
committee assignments and directorships in other business corporations.

              NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
        FOR A THREE-YEAR TERM EXPIRING AT THE ANNUAL MEETING IN 2001


               SARAH R. COFFIN

               Ms. Coffin,  45, is the Vice  President,  Specialty Group of
               H.B. Fuller Company, a manufacturer of adhesives,  sealants,
               coatings,  paints and other specialty chemicals.  She joined
               the   Company   Board  in  1995  and  is  a  member  of  the
               Compensation Committee and the Retirement Funds Committee.


               CHARLES E. JOHNSON, II

               Mr. Johnson,  62, is a private investor and former President
               and  Chief  Operating  Officer  of the  Company.  From  July
               through  December  1995 he  served  as  Chairman  and  Chief
               Executive  Officer of the  Company.  He joined  the  Company
               Board in 1976 and is Chairman of the Audit  Committee  and a
               member  of  the  Executive   Committee  and  the  Governance
               Committee. He is a director of Hackley Hospital and Muskegon
               Commerce Bank.


               DAVID P. WILLIAMS

               Mr. Williams,  63, is President and Chief Operating  Officer
               of The Budd Company,  a manufacturer of automobile and truck
               body   components,   castings,   stampings,   chassis  frame
               components,   air   bag   components,   automotive   heating
               accessories  and cold weather  starting  aids. He joined the
               Company  Board  in  1992,  is  Chairman  of  the  Governance
               Committee and is a member of the Compensation Committee, and
               the  Executive  Committee.  He is a  director  of  The  Budd
               Company,  Budd Canada Inc.,  Standard Federal Bank,  Thyssen
               Production Systems, Inc. and Thyssen Budd Automotive.

                MEMBERS OF THE BOARD OF DIRECTORS CONTINUING
         IN OFFICE WHOSE TERMS EXPIRE AT THE ANNUAL MEETING IN 1999


               J. KERMIT CAMPBELL

               Mr.  Campbell,  59, is the Chief  Executive  Officer  of The
               Prince  Group,  a  supplier  of  products  and  services  to
               manufacturing  firms,  including die cast  machines.  He was
               formerly  President  and Chief  Executive  Officer of Herman
               Miller, Inc., a manufacturer of furniture and other products
               for  offices  and other  work  environments.  He joined  the
               Company Board in 1993 and is a member of the Audit Committee
               and  the  Compensation  Committee.  He  is  Chairman  and  a
               principal of Cellar Masters of America and a director of The
               Prince Group and Bering Truck Corporation.


               RONALD L. KERBER

               Mr.  Kerber,  54, is the Executive  Vice President and Chief
               Technology Officer of Whirlpool Corporation,  a manufacturer
               of major home  appliances.  He joined the  Company  Board in
               1992  and  is a  member  of  the  Audit  Committee  and  the
               Retirement Funds Committee.


               PETER H. MERLIN

               Mr. Merlin,  69, is a Partner of Gardner,  Carton & Douglas,
               Corporate  Counsel  for the  Company.  He joined the Company
               Board  in  1975  and is  Chairman  of the  Retirement  Funds
               Committee and a member of the Executive  Committee.  He is a
               director of Aldi, Inc. and Lechler,  Inc. and a Life Trustee
               of Northwestern Memorial Hospital.


                MEMBERS OF THE BOARD OF DIRECTORS CONTINUING
         IN OFFICE WHOSE TERMS EXPIRE AT THE ANNUAL MEETING IN 2000


               JOHN B. BLYSTONE

               Mr.  Blystone,  44,  is the  Chairman,  President  and Chief
               Executive  Officer of the  Company.  He joined  the  Company
               Board in December  1995,  and is  Chairman of the  Executive
               Committee and a member of the Governance Committee.  He is a
               director of Worthington Industries,  Inc., the Stern Stewart
               Advisory  Board and the  community  foundation  for Muskegon
               County.


               FRANK A. EHMANN

               Mr. Ehmann,  64, is the former President and Chief Operating
               Officer of American Hospital Supply  Corporation.  He joined
               the   Company   Board  in  1988  and  is   Chairman  of  the
               Compensation  Committee  and  a  member  of  the  Governance
               Committee  and  Executive  Committee.  He is a  director  of
               American Health Corp., Inc. and AHA Investment Funds, Inc.

     Each  of the  nominees  and  directors  of the  Company  has  had  the
principal  occupation  set forth above or has been an executive  officer or
partner with the respective  organization  for the past five years,  except
for Mr. Blystone,  who, prior to joining the Company in December 1995, was,
from 1991 to 1994,  with General  Electric  Company as Vice  President  and
General Manager of GE Superabrasives and from 1994 to 1995 as President and
Chief Executive  Officer of Nuovo Pignone and GE Power Systems Europe;  Mr.
Campbell,  who was with  Herman  Miller,  Inc.  from 1992 to 1995;  and Ms.
Coffin,  who prior to joining H.B.  Fuller Company in 1994,  held executive
positions with G.E. Plastics,  a business unit of General Electric Company,
for more than five years.

     The law firm of  Gardner,  Carton &  Douglas,  where  Mr.  Merlin is a
partner,  has been retained by the Company to represent it on various legal
matters.

                   BOARD OF DIRECTORS AND ITS COMMITTEES

     There were six  meetings of the Board of  Directors  of the Company in
1997 and each director  attended at least 75% of the aggregate of the total
number of Board  meetings and meetings of Committees of which he or she was
a member.

     The  Board of  Directors  has  established  committees  that deal with
certain areas of the Board's responsibility. These committees are the Audit
Committee,   Compensation   Committee,   Governance  Committee,   Executive
Committee and Retirement Funds Committee.

     The Audit  Committee,  which  held  three  meetings  in 1997,  has the
primary   responsibility   of  ensuring  the  integrity  of  the  financial
information  reported  by the  Company.  Its  functions  are:  (i) to  make
recommendations  on the selection of independent  auditors;  (ii) to review
the scope of the annual audit to be performed by the  independent  auditors
and the audits  conducted by the internal audit staff;  (iii) to review the
results of those audits;  (iv) to meet  periodically  with management,  the
independent  public  accountants  and the  internal  audit  staff to review
financial,  accounting  and  internal  control  matters;  and  (v) to  meet
periodically with both the independent  public accountants and the internal
audit staff, and without  management being present,  to discuss the results
of their  audit work and their  opinions  as to the  adequacy  of  internal
accounting controls and the quality of financial reporting.

     The  Compensation  Committee,  which  held two  meetings  in 1997,  is
responsible  for  considering  and  approving  the  Company's  compensation
program for senior management,  including executive employment  agreements,
the grant of stock  options  and other  awards  under the  Company's  Stock
Compensation Plan and awards under the EVA Incentive Compensation Plan.

     The  Governance  Committee,  which held one meeting  during 1997,  (i)
conducts a continuing  study of the size,  structure and composition of the
Board; (ii) makes  recommendations  to the Board on changes in compensation
of directors;  (iii) seeks out and interviews possible candidates for Board
membership  and  reports  its   recommendations  to  the  Board;  and  (iv)
determines  the  criteria for  selection  and  retention of Board  members.
Although the Committee has its own  procedures  for selecting  nominees for
Board membership, it will give due consideration to nominees recommended by
shareholders.  A shareholder  desiring to recommend a person for nomination
to the Board must provide written notice to the Secretary of the Company no
later than 120 days prior to the first anniversary of the Annual Meeting in
compliance with the  requirements  set forth in the Company's  By-Laws.  In
addition, the nominating shareholder should submit a complete resume of the
proposed nominee's  qualifications and background together with a statement
setting  forth  the  reasons  why such  person  should  be  considered  for
directorship.

     The Executive Committee,  which did not meet in 1997, has authority to
act on most matters during the intervals between Board meetings.

     The  Retirement  Funds  Committee,  which held three meetings in 1997,
reviews  the  investment  performance,  actuarial  assumptions  and funding
practices for the Company's  pension,  healthcare and defined  contribution
plans.


                                PROPOSAL II

          ISSUANCE OF COMMON STOCK IN CONNECTION WITH THE PROPOSED
                           BUSINESS COMBINATION

GENERAL

     On February 17, 1998,  the Company  delivered a letter to the Board of
Directors  of  Echlin  containing  a  proposal  for  a  strategic  business
combination   of  Echlin  with  the   Company   (the   "Proposed   Business
Combination"),  in which  shareholders  of Echlin would receive for each of
their Echlin Shares (together with the associated  preferred stock purchase
rights (the "Rights")  issued  pursuant to a Rights  Agreement  dated as of
June 21, 1989,  as amended,  between  Echlin and The  Connecticut  Bank and
Trust Company, N.A., as rights agent ("The Rights Agreement")),  the amount
of  $12.00  in  cash  and   0.4796   share  of  SPX   Common   Stock   (the
"Consideration").  See "Background of the Proposed  Business  Combination."
Unless the context  otherwise  requires,  all  references  to Echlin Shares
include  the  associated  Rights.  All  references  to Rights  include  all
benefits  that may inure to holders of the  Rights  pursuant  to the Rights
Agreement.

     If the Proposed Business Combination is consummated in accordance with
the terms described herein,  the Company will issue to Echlin  shareholders
(other  than  the  Company  which  owns  1,150,150  Echlin  Shares)  up  to
30,763,018  shares of SPX  Common  Stock  (based on the  63,248,939  Echlin
Shares  outstanding  as of February 17, 1998 and the  2,044,284  options to
purchase  Echlin Shares  outstanding on December 31, 1997, each as reported
in Echlin's public filings).  IF ECHLIN COMMENCES MERGER  NEGOTIATIONS WITH
THE COMPANY,  OR THE COMPANY  MODIFIES  THE TERMS OF THE PROPOSED  BUSINESS
COMBINATION,  CONSUMMATION  OF  THE  PROPOSED  BUSINESS  COMBINATION  COULD
REQUIRE THE ISSUANCE OF MORE OR LESS THAN  30,763,018  SHARES OF SPX COMMON
STOCK. Because the number of shares of SPX Common Stock to be issued in the
Proposed Business  Combination exceeds 20% of the outstanding shares of SPX
Common Stock, under the rules of the New York Stock Exchange,  the issuance
of the shares must be approved by the shareholders of SPX.

THE  BOARD  OF  DIRECTORS  HAS  DETERMINED   THAT  THE  PROPOSED   BUSINESS
COMBINATION  IS FAIR TO AND IN THE BEST  INTEREST  OF THE  COMPANY  AND ITS
SHAREHOLDERS,  HAS UNANIMOUSLY  APPROVED THE STOCK ISSUANCE AND UNANIMOUSLY
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" APPROVAL OF THE STOCK ISSUANCE

BACKGROUND OF THE PROPOSED BUSINESS COMBINATION

     In February  1997,  John B.  Blystone,  Chairman  and Chief  Executive
Officer of the Company, met with Trevor O. Jones, then Chairman and interim
President and Chief  Executive  Officer of Echlin,  to propose that the two
companies  explore a business  combination.  Mr. Jones did not follow up on
this meeting.  In November  1997,  Mr.  Blystone met for several hours with
Larry W.  McCurdy,  who had  succeeded  Mr.  Jones as  President  and Chief
Executive Officer, to discuss a strategic merger between the two companies,
and on November 24, 1997, Patrick J. O'Leary, the Company's Chief Financial
Officer,  met with  Robert F.  Tobey,  Echlin's  Senior  Vice  President  -
Corporate Development. These discussions were not fruitful, and the Company
was informed that Echlin had no interest in a business combination with the
Company.

     On December  12,  1997,  Mr.  Blystone  wrote a letter to Mr.  McCurdy
setting out the strategic  rationale of a business  combination  of the two
companies  and the benefits to Echlin's  shareholders  of the  transaction.
Although  the letter  stated  that the Company  anticipated  a price in the
$40's range,  Mr.  Blystone  advised Mr.  McCurdy that the Company would be
willing to revise its thinking if Echlin could  identify  greater  value in
the transaction.  Mr. Blystone,  in his letter,  further suggested that the
letter be shared with Echlin's  Board of Directors and offered to meet with
and make a  presentation  to the  Board  about any and all  aspects  of the
proposed transaction.

     On December 17, 1997, Mr. Blystone  received a letter from Mr. McCurdy
stating  that Mr.  McCurdy had shared Mr.  Blystone's  views with  Echlin's
Board of  Directors,  and that Echlin's and the Board's  position  remained
that Echlin had no interest in further discussions with the Company.

     On December 18,  1997,  Mr.  Blystone  sent a letter to each member of
Echlin's Board  enclosing a copy of his December 12 letter and  reiterating
the merits of a strategic  combination.  Mr. Blystone once again offered to
meet  personally  with  and  make  a  presentation  to  Echlin's  Board  of
Directors.

     On December 23, 1997, Mr. Blystone  received a letter from Mr. McCurdy
advising  that Echlin's  Board of Directors was of the unanimous  view that
Echlin did not have an interest in pursuing discussions with the Company.

     On January 6, 1998, the Company  notified  Echlin that it was that day
making an HSR Filing under the HSR Act seeking to acquire up to 100% of the
voting securities of Echlin.

     On January 8, 1998,  Mr. McCurdy wrote to Mr.  Blystone  acknowledging
receipt of notice of the HSR Filing and  advising  the Company  that Echlin
and its  advisors  stood  ready to  aggressively  defend its  shareholders'
interests.

     On February  17,  1998,  the Company  sent the Board of  Directors  of
Echlin a letter  setting  forth  the  proposal  for the  Proposed  Business
Combination  and its  merits  and  reaffirming  its  desire to enter into a
negotiated transaction. With its letter to the Board, the Company delivered
a proposed merger agreement to Echlin (the "Proposed Merger  Agreement") in
contemplation  of  arriving at a  negotiated  transaction.  That  agreement
provides  for a  single-step  "cash  election"  merger  of  Echlin  into  a
subsidiary of the Company in which each  outstanding  Echlin Share would be
converted into the right to receive the Consideration of $12.00 in cash and
0.4796  share of SPX  Common  Stock  (with  shareholders  of  Echlin  able,
instead,  to elect to receive all cash,  in the amount of $48.00 per Echlin
Share,  or all stock, in the amount of 0.6395 share of SPX Common Stock per
Echlin Share, subject to proration) in a partially tax-free reorganization.
The  Company  on that date also  filed a  registration  statement  with the
Commission  so that,  if Echlin  declined to  negotiate  and enter into the
Proposed Merger  Agreement,  the Company could effect the Proposed Business
Combination  by means of (i) an exchange  offer in which the Company  would
pay the  Consideration  of $12.00 in cash and  0.4796  share of SPX  Common
Stock in exchange for each Echlin Share  validly  tendered and not properly
withdrawn  (the  "Exchange  Offer"),  and  (ii) a  subsequent  merger  of a
subsidiary  of the Company into Echlin (the  "Merger") in which each Echlin
Share not purchased in the Exchange Offer would be converted into the right
to receive the  Consideration.  Because  Echlin had  declined to enter into
negotiations  regarding  the  Proposed  Business  Combination,  the Company
commenced the Exchange Offer on [ ], 1998.

     On March 6, 1998,  the Company  also  commenced  its  solicitation  of
written  demands to call a special  meeting of the  shareholders  of Echlin
(the "Special  Meeting") for the purpose of, among other things,  voting to
remove  the  current  members  of the  Board of  Directors  of  Echlin  and
replacing them with five nominees of the Company (the "SPX  Nominees").  On
March 25, 1998, the Company  delivered to Echlin written demands by holders
of an aggregate of 28,253,762  Echlin Shares,  representing  (together with
the Echlin  Shares  owned by the  Company  with  respect to which a written
demand  had  previously   been  delivered)   approximately   45.8%  of  the
outstanding  Echlin  Shares,  which action the Company  believes  satisfies
those  provisions  of  the  Connecticut   Business   Corporation  Act  (the
"Connecticut   Business  Act")  and  Echlin's  By-Laws  setting  forth  the
requirements for shareholders to call the Special Meeting. At various times
through March 31, 1998, the Company  delivered to Echlin written demands by
holders of an aggregate  of 2,842,943  additional  Echlin  Shares  totaling
(together with the Echlin Shares with respect to which a written Demand had
previously been delivered)  approximately  50.2% of the outstanding  Echlin
Shares.  Under the  Connecticut  Business  Act and  Echlin's  By-Laws,  the
Special  Meeting  must be called by April 24, 1998 and must be held by June
23, 1998.

     On March 27, 1998,  the Company  announced  that its Annual Meeting of
Shareholders would be held on May 20, 1998, and that, at that meeting,  the
Company's  shareholders  would  vote on  approving  the Stock  Issuance  in
connection with the Proposed Business Combination.

     On April 6, 1998  Echlin's  Secretary  and  General  Counsel,  John P.
Leckerling,  delivered a letter to Mr.  Blystone  alleging that the written
demands  which the Company had delivered on March 25, 1998 were invalid and
that  Echlin did not intend to call the  Special  Meeting.  The letter also
stated that Echlin had that day filed an action in the Connecticut  federal
court alleging  violations,  by the Company of the federal securities laws.
The Company  believes that the written Demands are valid,  that the lawsuit
is  frivolous,  and intends to  vigorously  oppose the lawsuit and Echlin's
refusal to call the Special Meeting. See "Litigation."

REASONS FOR THE PROPOSED BUSINESS COMBINATION

     The  Board  of  Directors  of  the  Company  believes  that  both  the
shareholders  of the Company and the  shareholders  of Echlin would benefit
from the combination of SPX and Echlin for the following reasons:

COMBINING  THE COMPANY AND ECHLIN WOULD CREATE A COMPANY WITH THE SCALE AND
CAPABILITIES  TO EXCEL IN THE RAPIDLY  CONSOLIDATING  $350 BILLION  VEHICLE
SERVICE INDUSTRY.

      .   The  Proposed  Business  Combination  would  allow  the  combined
          company to provide products and services that would integrate the
          entire  vehicle  life  cycle:  from  original  equipment  vehicle
          components to specialty  repair tools and services to replacement
          parts.

      .   Integration  of the vehicle  service life cycle would provide the
          combined  company with information in one product or service area
          that would help  improve  products or  services in another  area.
          This  process,  called  the data  feedback  loop,  would give the
          combined  company a  competitive  advantage in providing  vehicle
          service solutions.

      .   The  portfolio of products and services at the two  companies are
          complementary,  and would bring together Echlin's  market-leading
          position in brake and engine systems with the Company's  strength
          in transmission and steering components.

      .   All of the foregoing would enable the combined  company to better
          serve  customers  and to  compete  more  effectively,  given  the
          blurring lines between original  equipment and  aftermarket,  the
          expansion of mega-dealerships  and national parts retailers,  the
          growing  importance  of repair  shop  chains  and the  increasing
          technological complexity of vehicles.

THE PROPOSED BUSINESS  COMBINATION  WOULD PROVIDE THE COMPANY'S  MANAGEMENT
TEAM A LARGER  PLATFORM UPON WHICH TO EMPLOY ITS MANAGEMENT  TECHNIQUES AND
EXPERIENCE.

      .   Since John Blystone joined the Company in late December 1995, the
          Company has experienced  improved  performance based upon several
          key performance measures. As a result, the Company's shareholders
          have  experienced  more than a quadrupling  of the price of their
          shares.  The Proposed  Business  Combination  would result in the
          Company's  shareholders  owning  shares in a much larger  company
          with increased value-creation opportunities.

      .   The Company  believes that Echlin is a valuable  business that is
          underperforming.  The  Company  intends  to employ an  aggressive
          shareholder-focused  EVA(R)  ("EVA")  agenda to Echlin similar to
          that utilized at the Company,  focusing on cost structure, use of
          capital,  productivity  enhancements,  selective divestitures and
          compensation  based on EVA.  EVA, or Economic  Value Added,  is a
          performance  measure calculated as net operating profit after tax
          minus a charge for the cost of capital.

      .   The Company believes that it could achieve annual cost savings of
          $125 million  following the first full year after the acquisition
          and $175  million by the second full year after the  acquisition,
          by   eliminating    duplicative   corporate   costs,    realizing
          manufacturing   and   distribution   efficiencies,   streamlining
          Echlin's  organizational  structure and saving on material  costs
          through  improved   sourcing.   This  would  entail  a  headcount
          reduction of approximately  3,000 positions  throughout  Echlin's
          operations.

     In reaching its conclusion that the Proposed  Business  Combination is
fair to and in the best interests of the Company and its shareholders,  the
Company's  Board  of  Directors,   in   consultation   with  the  Company's
management,   financial   advisors  and  legal  advisors,   considered  the
advantages of the Proposed Business  Consideration to the Company set forth
above, as well as the risks of the Proposed Business Combination  discussed
below  under  "Risk  Factors."  The Board  also  reviewed  the  results  of
operations  and  financial  condition  of the Company  and of Echlin,  both
historical  and  projected,  and  considered  management's  belief that the
transaction  would be accretive to the Company's  earnings per share in the
first  full  year  following  the  acquisition.  The Board  considered  the
relative trading prices of the SPX Common Stock and the Echlin Shares,  the
23% premium which the  Consideration  represented on February 17, 1998 over
the closing  price of an Echlin  Share on February  13,  1998,  and the 32%
premium which the  Consideration  represented on February 17, 1998 over the
average  trading price of an Echlin Share for the 30 trading days preceding
February 17, 1998.  The Board  further  considered  the 25% cash/75%  stock
structure of the Proposed Business Combination,  the fact that, immediately
following the acquisition,  shareholders of Echlin would own  approximately
70% of the SPX  Common  Stock  then  outstanding,  and the  fact  that  the
Proposed  Business  Combination would result in shareholders of the Company
owning  shares  in a much  larger  company  with  increased  value-creation
opportunities.

     The foregoing  discussion of the information and factors considered by
the  Board  of  Directors  in  determining   that  the  Proposed   Business
Combination is fair to and in the best interests of the shareholders of the
Company is not  intended to be  exhaustive,  but is believed to include the
material  factors  considered by the Board of Directors in connection  with
its evaluation of the Proposed  Business  Combination.  In view of the wide
variety of factors considered and the complexity of such matters, the Board
of Directors did not attempt to quantify, rank or otherwise assign relative
weights to the specific factors it considered in making its determination.

RISK FACTORS

     In  addition to the other  information  in this proxy  statement,  the
following  are certain  factors that should be considered by holders of SPX
Common Stock in evaluating the proposed Stock Issuance.

     Dilution of Existing  Shareholders.  The exchange of Echlin Shares for
shares of SPX  Common  Stock will  result in  substantial  dilution  to the
voting power and interests of current Company shareholders.  Based upon the
[          ]  shares of SPX Common Stock outstanding as of the Record Date,
under the current terms of the Proposed Business  Combination,  immediately
following  consummation  of the  Exchange  Offer and the Merger or a merger
pursuant to the Proposed Merger  Agreement,  and after giving effect to the
Stock Issuance,  the Echlin shareholders (other than the Company) would own
approximately 70% of the then outstanding shares of SPX Common Stock.

     Leverage. After consummation of the Proposed Business Combination, the
Company will be more highly leveraged than is either the Company or Echlin,
or both of the  companies  combined,  at  present,  with  substantial  debt
service  obligations,  including principal and interest  obligations,  with
respect to  indebtedness  of as much as $2.4 billion.  As such, the Company
may be  particularly  susceptible to adverse  changes in its industry,  the
economy  and the  financial  markets  generally.  Moreover,  the  Company's
conduct of its business may be more circumscribed, and its ability to incur
additional  debt may be more  limited,  than at present by any  restrictive
covenants  which  may  be  contained  in  the  agreements   evidencing  the
financing. In particular,  any debt incurrence restrictions may limit SPX's
ability to service its existing debt  obligations  through  additional debt
financing  if cash flow from  operations  is  insufficient  to service such
obligations.  The financing  will bear interest at floating  rates,  and an
increase in interest rates could adversely affect the Company's  ability to
service its debt obligations.

     Uncertainties  in Integrating  Business  Operations and Achieving Cost
Savings.  The success of the Proposed  Business  Combination  will in large
part be dependent on the ability of the Company, following the consummation
of the  Proposed  Business  Combination,  to realize cost savings and, to a
lesser extent,  to  consolidate  operations  and integrate  processes.  The
businesses are  strategically  complementary but largely operate in diverse
markets with different  distribution  systems.  While the Company  believes
that it can obtain  cost  savings of at least  $125.0  million in the first
full  year  following  the  acquisition,  the  realization  of  savings  is
dependent  to a large  extent on the  planned  reduction  of  headcount  at
Echlin.  There  can be no  assurance  that  the  timing  and  magnitude  of
headcount  reductions will occur as planned. The integration of businesses,
moreover,   involves  a  number  of  risks,   including  the  diversion  of
management's  attention to the  assimilation  of the operations  from other
business  concerns,  delays or  difficulties  in the actual  integration of
operations  or systems,  and  challenges  in  retaining  customers  and key
personnel of the acquired  company.  There can be no assurance  that future
consolidated  results  will  improve as a result of the  Proposed  Business
Combination,  or of the  extent  to which  cost  savings  and  efficiencies
anticipated  by the  Company  will be  achieved.  The pro  forma  financial
statements  contained  in this Proxy  Statement  do not include the impact,
positive  or  negative,  of any cost  savings  or  efficiencies  related to
anticipated  future  actions.   The  anticipated  cost  savings  have  been
developed  solely by the  management  of the  Company  and are based on the
Company's best judgments and knowledge of Echlin's  operations derived from
publicly available  information,  and in reliance on that information being
accurate and complete, together with the Company's knowledge and experience
in the vehicle components industry.

     Modifications  to the  Proposed  Business  Combination.  Although  the
Company presently  intends to consummate the Proposed Business  Combination
in accordance with the terms described below, the Board of Directors of the
Company may, prior to the Stock Issuance,  modify the terms of the Exchange
Offer or enter into merger  negotiations  with Echlin.  Among other things,
the Company may modify the terms of the  Exchange  Offer to cause the Stock
Issuance to be more or less than 30,763,018  shares of SPX Common Stock, or
enter into a merger  agreement  requiring the issuance of more or less than
30,763,018   shares  of  SPX  Common  Stock,   without   obtaining  further
authorization from the Company shareholders.

THE EXCHANGE OFFER

     General.  The Company has  offered,  upon the terms and subject to the
conditions  set  forth  in a  Prospectus  and  in  the  related  Letter  of
Transmittal dated [ ], 1998, to exchange the  Consideration,  in the amount
of $12.00 net in cash and 0.4796 share of SPX Common Stock, for each Echlin
Share validly tendered and not properly withdrawn.

     On February 13, 1998,  the last trading date preceding the date of the
public announcement of the Proposed Business Combination, the closing price
of an Echlin Share on the New York Stock Exchange Composite Tape (the "NYSE
Composite Tape") was $38-7/8.  Based on the closing price of a share of SPX
Common Stock on the NYSE  Composite Tape on the same date  ($75-1/16),  the
value of the SPX Common Stock being offered  pursuant to the Exchange Offer
was  $36.00  per Echlin  Share and the total  Consideration  had a value of
$48.00 per Echlin  Share.  Based upon the  closing  price of a share of SPX
Common Stock on the NYSE  Composite Tape on the NYSE on [ ], 1998, the last
trading date preceding the date of this Proxy Statement ($_____), the value
of the SPX Common Stock being offered pursuant to the Exchange Offer was $[
] per  Echlin  Share  and the total  Consideration  had a value of [$ ] per
Echlin  Share.  At  the  time  the  Exchange  Offer  is  consummated,   the
Consideration may have a market value that is greater or lesser than either
of those two  amounts  depending  upon the  market  price of a share of SPX
Common Stock at such time.  Cash will be paid in lieu of fractional  shares
of SPX Common Stock.

     Conditions To Exchange  Offer.  The  Company's  obligation to exchange
shares of SPX Common Stock for Echlin  Shares is  conditioned  upon,  among
other things,  (a) there being validly  tendered prior to the expiration of
the Exchange  Offer and not  withdrawn a number of Echlin Shares which will
constitute  at least  66-2/3% of the total  outstanding  Echlin Shares on a
fully  diluted  basis as of the date the  Echlin  Shares are  accepted  for
exchange by the Company (the "Minimum Tender  Condition");  (b) approval by
the  shareholders  of the  Company  of the  Stock  Issuance  (the  "Company
Shareholder Approval  Condition");  (c) the redemption of the Rights by the
Board of Directors of Echlin or the Company being otherwise  satisfied that
the Rights will not be applicable to the  acquisition  of the Echlin Shares
pursuant to the Exchange Offer or the Merger (the "Rights Plan Condition");
(d)  the  Company  being  satisfied  that  Sections  841  and  844  of  the
Connecticut  Business Act will not be applicable to the Exchange  Offer and
the Merger (the "Business  Combination  Statutes  Condition");  and (e) the
Company having obtained  sufficient  financing for the  consummation of the
Exchange  Offer and the Merger  (the  "Financing  Condition").  The Minimum
Tender Condition,  the Company Shareholder  Approval Condition,  the Rights
Plan Condition,  the Business Combination Statutes Condition, the Financing
Condition and the other  Exchange  Offer  conditions are referred to herein
collectively as the "Exchange Offer Conditions."

     Description Of The Merger. If the Exchange Offer is successful and the
Exchange Offer  Conditions  are  satisfied,  the Company and its affiliates
will own at least  two-thirds of the  outstanding  Echlin Shares,  and will
have  sufficient  voting power to approve the Merger  independently  of the
votes  of  any  other  Echlin  shareholders.   If  the  Exchange  Offer  is
successful,  the  Company  presently  intends to  propose  and seek to have
Echlin effect the Merger in which a wholly owned  subsidiary of the Company
is to be merged into Echlin (the  "Merger")  pursuant to the  provisions of
the Connecticut  Business Act and the General  Corporation Law of the State
of Delaware (the "DGCL") and each Echlin Share then outstanding (other than
the Echlin Shares owned by the Company)  would be converted  into the right
to receive the Consideration.

     Consummation  of the Merger or the  merger  pursuant  to the  Proposed
Merger  Agreement   described  below  does  not  require  approval  by  the
shareholders of the Company,  and other than approval of the Stock Issuance
as requested in this Proxy  Statement,  the Company does not intend to seek
shareholder  approval of the Merger or the merger  pursuant to the Proposed
Merger Agreement.  Shareholders of the Company would not be entitled to any
appraisal rights as a result of the Stock Issuance or the Proposed Business
Combination.

     The Proposed Merger Agreement.  In contrast to the Exchange Offer, the
Proposed Merger Agreement provides for a single-step "cash election" merger
of Echlin into a subsidiary of the Company in which each outstanding Echlin
Share would be converted into the right to receive the Consideration  (with
shareholders  able to elect to receive  instead all cash,  in the amount of
$48.00 per Share, or all stock, in the amount of 0.6395 share of SPX Common
Stock per Echlin  Share,  subject to  proration)  in a  partially  tax-free
reorganization.

SOURCE AND AMOUNT OF FUNDS

     The  Company  estimates  that the total  amount of funds  that will be
required to pay the cash  component  of the  Consideration  in the Proposed
Business  Combination,  to refinance outstanding debt of the Company and of
Echlin,  to  pay  fees  and  expenses  related  to  the  Proposed  Business
Combination  and to provide  working  capital  will be  approximately  $2.4
billion.  The Company plans to obtain the necessary  financing  pursuant to
credit  facilities  to be arranged by  Canadian  Imperial  Bank of Commerce
("CIBC') and CIBC Oppenheimer Corp. ("CIBC  Oppenheimer").  The Company has
received a letter from those two  entities,  dated  February 13,  1998,  in
which CIBC and CIBC  Oppenheimer have stated that they are highly confident
of their ability to raise the financing,  subject to certain conditions set
forth therein.

RELATIONSHIPS WITH ECHLIN

     Except as set forth below,  neither the Company nor to the best of its
knowledge,  any of the  persons  or  entities  referred  to above,  nor any
director,  executive  officer or  subsidiary of any of the  foregoing,  has
effected any transaction in equity  securities of Echlin during the last 60
days.

                                        Number of    Weighted Daily Average
Shareholder     Transaction Date     Shares Acquired     Price per Share
- -----------     ----------------     ---------------     ---------------
The Company         02/06/98              76,200            37.1443
The Company         02/09/98             160,700            37.8080
The Company         02/10/98               7,400            38.9730
The Company         02/11/98             146,500            38.4826
The Company         02/12/98              87,250            38.8041
The Company         02/13/98             202,300            38.9359

     Except as described in this Proxy Statement,  neither the Company nor,
to the best of its  knowledge,  any of its directors or executive  officers
has (i) any contract,  arrangement,  understanding or relationship with any
other person with respect to any securities of Echlin,  including,  but not
limited  to,  any  contract,  arrangement,  understanding  or  relationship
concerning  the  transfer  or the  voting  of any  such  securities,  joint
ventures, loan or option arrangements,  puts or calls, guaranties of loans,
guaranties  against loss or the giving or withholding of proxies;  (ii) had
any contacts or  negotiations  with Echlin or its  affiliates  concerning a
merger,  consolidation or acquisition,  a tender offer or other acquisition
of securities,  an election of directors,  or a sale or other transfer of a
material amount of assets;  or (iii) has had any transaction with Echlin or
any of its executive  officers,  directors or affiliates that would require
disclosure under the rules and regulations of the Commission  applicable to
this Proxy Statement.

ACCOUNTING TREATMENT

     The Proposed  Business  Combination will be accounted for as a reverse
acquisition as the shareholders of Echlin will own a majority of the shares
of the Company upon completion of the Merger.  Accordingly,  for accounting
purposes,  the  Company is treated as the  acquired  company  and Echlin is
considered  to be  the  acquiring  company.  The  purchase  price  will  be
allocated  to the assets and  liabilities  assumed of the Company  based on
their estimated fair market values at the acquisition  date.  Under reverse
acquisition accounting,  the purchase price is based on the market value of
the SPX Common  Stock at the date of  acquisition.  The cash portion of the
Consideration will be accounted for as a dividend by the combined company.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

     The Stock  Issuance will have no federal  income tax  consequences  to
either the Company or the shareholders of the Company

LITIGATION

     On April 6, 1998,  Echlin  commenced an action  against the Company in
the United  States  District  Court for the  District of  Connecticut.  The
action,  entitled  ECHLIN INC. V. SPX  CORPORATION,  alleges in a complaint
that the Company has made misleading statements in public announcements and
filings  regarding its solicitation and delivery of written demands for the
Special Meeting. In the complaint,  Echlin seeks (i) a declaratory judgment
that certain of the Company's  public  statements  in  connection  with its
solicitations  of  demands  are false and  misleading;  (ii) a  declaratory
judgment  that the  Company's  conduct has  corrupted the proxy contest for
demands  from  shareholders  of  Echlin  and to  enjoin  the  Company  from
continuing its proxy solicitation for demands; and (iii) to recover certain
costs.  The Company  believes  that this  litigation  is without  merit and
intends to vigorously oppose the litigation.

                        MARKET PRICES AND DIVIDENDS

     SPX Common Stock is listed and  principally  traded on the NYSE (under
the symbol  "SPW") and is also  listed on the PE. The Shares are listed and
principally  traded on the NYSE  (under the symbol  "ECH"),  the PE and the
International Stock Exchange in London. The following table sets forth, for
the periods indicated, the high and low sale prices per share of SPX Common
Stock and per Share as reported on the NYSE Composite Tape.

   
SPX COMMON STOCK ECHLIN SHARES --------------------------------------------- ---------------------------------------- High Low Dividends High Low Dividends ---- --- --------- ---- --- --------- 1995 First Quarter.................. $17-3/8 $14-1/4 $.10 $38-1/2 $29-7/8 $0.190 Second Quarter................. 15-1/8 10-3/4 .10 38-3/4 34 0.205 Third Quarter.................. 16 11-1/8 .10 39-5/8 33-7/8 0.205 Fourth Quarter................. 17 14-1/8 .10 39-1/2 33-7/8 0.205 1996 First Quarter.................. 18-1/8 13-5/8 .10 38-3/4 32-5/8 0.205 Second Quarter................. 27-1/8 18 .10 37-7/8 33-3/8 0.220 Third Quarter.................. 31-5/8 21-5/8 .10 37-5/8 29-3/4 0.220 Fourth Quarter................. 40-1/2 26-7/8 .10 34-1/4 30-1/4 0.220 1997 First Quarter.................. 49-3/4 37-3/8 .10 35-1/4 29-1/2 0.220 Second Quarter................. 70-5/8 41-7/8 - 36-1/2 31-1/8 0.225 Third Quarter.................. 65-3/4 49 - 38-9/16 33-5/8 0.225 Fourth Quarter................. 70-3/8 58-7/16 - 36-5/8 29-13/16 0.225 1998 First Quarter.................. 79-1/4 65-3/16 - 52-3/4 34-1/2 0.225 Second Quarter (through April [ ], 1998).... [ ] [ ] - [ ] - 0.225
On February 13, 1998, the last full trading day prior to the first public announcement by SPX of the Proposed Business Combination, the reported high and low sale prices and closing price per share of SPX Common Stock and per Echlin Share on the NYSE Composite Tape and the per Echlin Share on an equivalent share basis based on the Consideration of $12.00 in cash and 0.4796 share of SPX Common Stock were as follows:
Per share Per equivalent share ----------------------------------- -------------------------------------- High Low Close High Low Close ---- --- ----- ---- --- ----- The Company........................ 75-5/8 74-3/4 75-1/16 Echlin............................. 39-1/4 38-1/2 38-7/8 48-1/4 47-13/16 48
On April [ ],1998, the last full trading day prior to the date of this Proxy Statement, the reported high and low sale prices and closing price per share of SPX Common Stock and per Echlin Share on the NYSE Composite Tape and per Echlin Share on an equivalent share basis based on the Consideration of $12.00 in Echlin cash and 0.4976 share of SPX Common Stock were as follows:
Per share Per equivalent share ----------------------------------- -------------------------------------- High Low Close High Low Close ---- --- ----- ---- --- ----- The Company........................ [ ] [ ] [ ] [ ] [ ] [ ] Echlin............................. [ ] [ ] [ ] [ ] [ ] [ ]
STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR SHARES OF SPX COMMON STOCK AND FOR THE ECHLIN SHARES. [Rider 2] COMPARATIVE PER SHARE DATA (unaudited) The following table presents historical per share data of The Company, historical per share data of Echlin and pro forma combined per share data as if the Proposed Business Combination had occurred as of September 1, 1996, assuming an Exchange Ratio of 0.4796. The table also presents Echlin's pro forma equivalent per share data. See "Selected Historical Financial Data of The Company," "Selected Historical Financial Data of Echlin," and "Pro Forma Condensed Combined Financial Data of The Company and Echlin" included elsewhere herein for additional information regarding this pro forma information. The pro forma combined per share data is intended for information purposes, and does not purport to represent what the combined entity's results of continuing operations would actually have been had the transaction in fact occurred at an earlier date, or project the results for any future date or period. Upon consummation of the Proposed Business Combination, the actual financial position and results of operations of the combined company will differ, perhaps significantly, from the pro forma amounts reflected herein due to a variety of factors, including changes in operating results between the date of the pro forma financial information and the date on which the Proposed Business Combination is consummated and thereafter, as well as the factors discussed under "Risk Factors." The pro forma condensed combined financial data does not give effect to any integration or restructuring costs that could result from the combination of the companies. Any integration and rationalization of the operations of Echlin may include certain costs that in turn would result in a charge to earnings of the combined company. Such a charge, which cannot now be quantified fully, may be material and would be recognized in the period in which such a restructuring occurs. These costs may include severance and related employee benefit costs, costs to consolidate manufacturing and distribution facilities, facility rearrangement costs, relocation and moving costs, training costs, debt extinguishment costs, and costs associated with change of control agreements, among others. To date, The Company's access to information related to Echlin has been limited to publicly available information. In addition, publicly available information does not contain sufficient details related to Echlin's severance plans, employee benefit agreements, change of control costs or debt extinguishment provisions to enable The Company to quantify the costs associated with business integration and rationalization actions that may be considered by The Company. Nonetheless, based on assumptions related to headcount reductions and average annual salaries used to compute the annualized expense savings and assuming a severance policy that would result in an average severance term of six months, the estimated pre-tax costs of the severance (excluding any change in control costs) would be approximately $60.0 million. The pro forma condensed combined financial data also does not give effect to any costs savings that could result from the combination of the companies. The Company's management estimates that the combined company can achieve approximately $125.0 million of annualized cost savings in the first full year following the acquisition, and $175.0 million of annualized cost savings in the second full year following the acquisition. These costs savings include three categories of estimated annual savings in the second full year; savings associated with headcount reductions of $120.0 million, reduction in duplicative corporate costs of $20.0 million, and manufacturing, distribution and sourcing rationization of $35.0 million. These savings estimates are based upon assumptions made by The Company's management using available public information of Echlin, certain comparative peer group information of The Company, and The Company's own internal information.
Echlin The Echlin Pro forma Pro forma Company (a) Historical Combined (b) Equivalent (c) ----------- ---------- ------------ -------------- Income (loss) per common share from continuing operations (primary) (d)(e): Three months ended November 30, 1997 $ (5.02) $ 0.52 $ (1.11) $(0.54) Year ended August 31, 1997 (3.22) (0.75) (3.81) (1.83) Dividends per common share (f): Three months ended November 30, 1997 -- 0.225 -- -- Year ended August 31, 1997 0.20 0.89 0.20 0.10 Book value per common share: November 30, 1997 (3.63) 14.84 27.40 13.14 August 31, 1997 1.09 14.60 25.96 12.45 (a) The three-month and twelve-month information for The Company represents the Company's historical information as of and for the three months ended September 30, 1997 and the Company's pro forma adjusted historical information as of and for the twelve months ended December 31, 1997, respectively, but is presented as of November 30, 1997 and August 31, 1997, respectively, to conform to Echlin's reporting. See "Pro Forma Adjusted Historical Financial Data of the Company." (b) See "Pro Forma Condensed Combined Financial Data of the Company and Echlin." (c) Echlin's pro forma equivalent per share information represents the pro forma combined per share information multiplied by 0.4796. (d) The pro forma condensed combined financial data do not give effect to any integration or restructuring costs, nor to any cost savings, that could result from the combination of the companies. The comparative per share data has been affected by various special charges and gains recorded by the Company and Echlin during the periods presented. The pro forma condensed combined financial data of the Company and Echlin for the three months ended November 30, 1997 include special charges of $110.0 million recorded by the Company primarily to combine two divisions and to recognize the reduced carrying value of certain assets resulting from the decision to combine the divisions and exit certain product lines. See "Selected Historical Financial Data of the Company." The pro forma condensed combined financial data of the Company and Echlin for the year ended August 31, 1997 include special charges and gains of $304.0 million. The special charges and gains included a $4.2 million special charge recorded by the Company related to the combination of five divisions into two divisions, a $6.5 million special charge recorded by the Company of anticipated future legal costs associated with the ongoing litigation with Snap-on Incorporated, a $67.8 million write-off of goodwill recorded by the Company related to the acquisitions of Bear Automotive and Allen Testproducts, $254.1 million of repositioning and other special charges recorded by the Company related to facility realignments and rationalizations and other actions, and $28.6 million of gains from the sale of two divisions by Echlin. See "Selected Historical Financial Data of the Company" and "Selected Historical Financial Data of Echlin." (e) FAS 128, "Earnings per Share," is a new pronouncement which was issued in February 1997, but not effective until after December 15, 1997. The new pronouncement established revised standards for calculating and reporting earnings per share. On a pro forma basis, if this standard was adopted for all of the periods presented, both basic and diluted income (loss) per share would have been equal to the primary per share data, except that diluted income per share for Echlin for the three months ended November 30, 1997 would have been $0.51. (f) In April of 1997, the Company eliminated its quarterly cash dividend and stated that future distributions to shareholders would be in the form of open market purchases of SPX Common Stock when deemed appropriate by management.
SELECTED HISTORICAL FINANCIAL DATA OF SPX (in millions, except per share data) The following table presents the selected historical statement of income and other financial data of the Company. The financial data as of and for the fiscal years ended December 31 have been derived from the audited financial statements of the Company. The Company's selected historical financial data should be read in conjunction with, and are qualified in their entirety by reference to, the historical financial statements (and related notes) of the Company which are incorporated by reference herein. See "Incorporation of Documents by Reference."
As of and for the year ended December 31, -------------------------------------------------------------------- 1997(a) 1996(b) 1995 1994(c) 1993(d,e) ------------ ------------ ------------ ------------ ------------ Statement of income data: - -------------- Revenues $ 922.3 $ 1,109.4 $ 1,098.1 $ 1,079.9 $ 747.2 Cost of products sold 669.0 850.1 853.5 821.5 508.0 Selling, general and administrative 175.3 186.5 194.5 198.0 204.1 Other operating expenses, net (f) 3.9 1.9 8.3 2.9 53.4(c) Special charges (g) 116.5(h) 87.9(i) 10.7(i) --- 27.5(j) ------------ ------------ ------------ ------------ ------------ Operating income (loss) (42.4) (17.0) 31.1 57.5 (45.8) Other expense (income), net (74.2)(a) (0.7) (3.0) 0.1 (102.9)(e) Interest expense, net 13.9 31.8 35.7 35.2 15.9 ------------ ------------ ------------ ------------ ------------ Income (loss) before income taxes 17.9 (48.1) (1.6) 22.2 41.2 Income taxes 2.3 7.6 (0.2) 9.1 28.1 ------------ ------------ ------------ ------------ ------------ Income (loss) from continuing operations (3.4) (55.7) (1.4) 13.1 13.1 Discontinued operation (k) --- (2.8) 1.0 2.1 Cumulative effect of accounting changes (l) --- --- --- (31.8) Extraordinary items, net of taxes (m) (10.3) (6.6) (1.1) --- (24.0) ------------ ------------ ------------ ------------ ------------ Net income (loss) $ (13.7) $ (62.3) $ (5.3) $ 14.1 $ (40.6) ============ ============ ============ ============ ============ Income (loss) per share from continuing operations: Basic $ (0.27) $ (4.04) $ (0.10) $ 1.02 $ 1.04 Diluted (0.27) (4.04) (0.10) 1.02 1.04 Weighted average number of common shares outstanding: Basic 12.754(n) 13.785 13.173 12.805 12.604 Diluted 12.754(n) 13.785 13.173 12.805 12.604 Dividends per share $ 0.10(n) $ 0.40 $ 0.40 $ 0.40 $ 0.40 Other financial data: - --------------- Total assets $ 583.8 $ 616.0 $ 831.4 $ 929.0 $1,024.4 Total debt 205.3 229.3 319.8 415.2 430.2 Shareholders' equity (deficit) (43.4) 105.9 162.2 158.7 145.4 Capital expenditures 22.6 20.2 31.0 48.5 15.1 Depreciation and amortization 25.0 40.8 43.5 38.5 24.4 Note: The accompanying notes are an integral part of the selected historical financial data. NOTES TO SELECTED HISTORICAL FINANCIAL DATA OF THE COMPANY (in millions, except per share data) (a) During 1997, the Company sold its Sealed Power division for $223.0 in gross cash proceeds. The Company recorded a pretax gain of $71.9, or $31.2 after-tax. Annual 1996 revenues of this division were approximately $230.0. See "Pro Forma Adjusted Historical Financial Data of the Company." (b) During 1996, the Company sold its Hy-Lift division for approximately $15.0. Annual 1995 revenues of this division were approximately $45.0. See "Pro Forma Adjusted Historical Financial Data of the Company." (c) Effective December 31, 1993, the Company acquired the balance of Sealed Power Technologies ("SPT") for $39.0. The Company previously owned 49% of SPT and accounted for its investment using the equity method. SPT's 1993 revenues were $392.0. As a result of this acquisition, the Company was required to recognize its share of SPT's losses, $26.9, in 1993. Also, in 1993, the Company initiated consolidation of Sealed Power Europe Limited Partnership which required recognition of cumulative losses of the partnership since its inception, resulting in a charge of $21.5. These charges have been included in other operating expenses, net. (d) During 1993, the Company acquired Allen Testproducts and its related leasing company for $102.0. Annual 1992 revenues of this acquisition were approximately $83.0. (e) During 1993, the Company divested its Sealed Power Replacement and Truth divisions for a gain of $105.4 ($64.2 after-tax). Annual 1992 revenues of these divisions were approximately $247.0. (f) Other operating expenses, net, include goodwill/intangible amortization, minority interest, and earnings from equity interests. (g) Special charges include certain legal costs, restructuring charges, and write-off of goodwill. (h) These charges included a $99.0 restructuring charge, a $4.1 charge for five corporate executive staff reductions, and $13.4 of costs associated with various legal matters, including $6.5 of anticipated future legal costs associated with the ongoing litigation with Snap-on Incorporated, legal costs associated with a settled case in California, and certain other matters. The Company recorded the $99.0 restructuring charge to combine two divisions within the Service Solution segment and to recognize reduced carrying value of certain assets resulting from the decision to combine the divisions and exit certain manufactured diagnostic equipment product lines. The restructuring of the two Service Solutions businesses was in response to changing market dynamics and changing needs of customers. The Company decided to combine its OE Tool and Equipment business with its Aftermarket Tool and Equipment business to provide a single business focused on the combined market and customer needs. Additionally, the Company decided to exit certain products to focus upon new generation products that will better meet customer needs. The decision results in a reduction of workforce and closing of certain facilities. The components of the charge have been computed based on management's estimate of the realizable value of the affected tangible and intangible assets and estimated exit costs including severance and other employee benefits based on existing severance policies and local laws. The $99.0 charge included $63.7 of restructuring costs, $25.8 of reduced inventory value and $9.5 of reduced value of other tangible and intangible assets related to exiting certain product lines. These restructuring costs included $13.7 of severance related costs for approximately 800 people, $20.3 for incremental repossession and distribution exit costs (including the termination of lease financing and distributor agreements), $21.2 for incremental service and software update obligations resulting from the decision to exit these product lines, and $8.5 of costs associated with idled facilities. The implementation of this restructuring is expected to be substantially complete by the end of 1998. Of the total special charges of $116.5 million, the components of the charge that will require the future payment of cash are $80.9 million. Cash payments in 1997 related to the special charges were $1.5 million. The expected future cash payments include an estimated $49.0 million in 1998 with the remainder over the following two years. As there is some uncertainty associated with the timing of the cash payments, the remaining accrual at December 31, 1997 of $79.4 million has been classified in other current accrued liabilities. Management estimates that savings from the restructuring will increase operating income by $3.0 million in 1998 and $10.0 million in 1999. (i) During the fourth quarter of 1995, management authorized and committed the Company to undertake two significant restructuring plans. The first plan consolidated five Service Solutions divisions into two divisions. The second plan closed Sealed Power division's German foundry operation and transferred certain piston ring operations to other facilities. In 1996, three additional restructuring actions were initiated including an early retirement program at the Service Solutions divisions, a cost reduction initiative at several Service Solutions international locations, and an early retirement program at the Sealed Power division. A summary of these restructurings follows: 1996 1995 --------- --------- Service Solutions - Five divisions consolidated into two divisions $11.2 $ 7.0 Service Solutions - Early retirement 1.1 - Service Solutions - International 3.5 - SPD - Closing foundry at SP Europe - 3.7 SPD early retirement 4.2 - ------ ----- Total $20.0 $10.7 ===== ===== Service Solutions Restructuring - In order to improve customer service, reduce costs and improve productivity and asset utilization, the Company decided to consolidate five existing Service Solutions divisions into two. This restructuring plan involved closing two Company owned manufacturing facilities, a Company owned distribution facility, several leased service centers and a leased sales facility in France. The plan also included combining sales, engineering and administrative functions, and was completed at the end of 1996. The plan included the termination of approximately 570 employees resulting in a net reduction of approximately 310 employee positions after considering staffing requirements at remaining facilities. The Company recorded a $7.0 charge in 1995 and an $11.2 charge in 1996 to complete this restructuring. These charges recognized severance and benefits for employees to be terminated, holding costs of vacated facilities, the adjustment to fair market value of one manufacturing facility to be closed, and other costs to complete the consolidation of the divisions. The distribution facility was sold during the fourth quarter of 1996 and the manufacturing facilities were sold during 1997. Service Solutions - Early Retirement - Closely associated with the consolidation of five divisions into two, an early retirement program was accepted by approximately 60 people and the Company recorded a $1.1 charge in the first quarter of 1996. Service Solutions - International - During the second quarter of 1996, the Company recorded a $3.5 restructuring charge principally to recognize severance associated with the termination of 113 international employees and related operating downsizing costs. SPD - Closing Foundry at SP Europe - The Company closed its unprofitable foundry operations at SP Europe and transferred certain piston ring operations to other facilities. This closing resulted in the elimination of approximately 200 positions and was completed at the end of the third quarter of 1996. In 1995, the Company recorded a $3.7 restructuring charge to accrue severance that was paid to these employees. Sealed Power Division Early Retirement - During the second quarter of 1996, the Company recorded a $4.2 restructuring charge for the early retirement of 94 employees at the Sealed Power division. The actual savings associated with the 1995 and 1996 restructuring actions relate primarily to the Service Solutions restructuring actions. The actual savings achieved in 1996 and 1997 have been consistent with the estimated full year savings of $23.0 million by the year 1998. The actions increased operating income by an estimated $7.0 million in 1996 and an estimated $12.0 million in 1997. These charges were recorded in the appropriate periods in accordance with the requirements of Emerging Issues Task Force Pronouncement 94-3. Certain costs incurred in connection with management's planned actions not qualifying for accrual in 1995 were recorded in 1996, based on employee acceptance of voluntary termination benefits and the satisfaction of other requirements to recognize these costs. At December 31, 1997, the restructuring actions initiated in 1995 and 1996 were complete and the actual costs to implement the actions did not differ materially from the estimates used to record these accruals. Also during 1996, the Company recognized a $67.8 goodwill write-off, with no related tax benefit. The goodwill was related to the 1998 and 1993 acquisitions of Bear Automative Company and of Allen Testproducts, respectively. (j) During 1993, the Company recognized a $27.5 ($18.5 after-tax) special charge to combine its Bear Automotive operation with Allen Testproducts. (k) During 1995, the Company sold SPX Credit Corporation and recorded a pretax loss of $4.8 ($3.0 after-tax). The financial results of this operation are included as a discontinued operation through the date of divestiture. (l) During 1993, the Company adopted a new accounting methodology for its ESOP and reflected its 49% share of SPT's adoption of SFAS No. 106 regarding accounting for postretirement benefits other than pensions. (m) During 1997, the Company tendered for substantially all ($126.7) of its outstanding 11 3/4% senior subordinated notes. SPX recorded an extraordinary item, net of taxes, of $10.3 for the costs to purchase the notes. During 1996, the Company purchased $99.9 of these notes and recorded an extraordinary item, net of taxes, of $6.6 for the costs to purchase the notes. During 1995, the Company purchased $31.7 of these notes and recorded an extraordinary item, net of taxes, of $1.1 for the costs to purchase the notes. During 1993, the Company recorded the costs associated with prepayment of certain SPX and SPT indebtedness totaling $24.0, net of taxes, as an extraordinary item. (n) During 1997, the Company purchased 2.147 shares of SPX Common Stock through a Dutch Auction self-tender offer for $56.00 per share. As of December 31, 1997, the Company had purchased an additional 0.390 shares through open market purchases. Also, concurrent with the Dutch Auction, the Company announced the elimination of quarterly cash dividends and stated that future distributions to shareholders would be in the form of open market purchases of common stock, when deemed appropriate by management.
SELECTED HISTORICAL FINANCIAL DATA OF ECHLIN (in millions, except per share data) The following table presents selected historical statement of income and other financial data of Echlin. The financial data as of and for the three months ended November 30, 1997 and November 30, 1996 have been derived from the unaudited financial statements of Echlin contained in Echlin's 1998 First Quarter Form 10-Q. The financial data as of and for the fiscal years ended August 31, have been derived from the audited financial statements of and selected financial data contained in Echlin's 1997 Form 10-K. The operating results for the three months ending November 30, 1997 are not necessarily indicative of the results that may be expected for the year ended August 31, 1998. Echlin's selected historical financial data should be read in conjunction with, and are qualified in their entirety by reference to, the historical financial statements (and related notes) of Echlin which are contained herein (except for the report of Echlin's independent accountants contained in the Company's 1997 Annual Report on Form 10-K which is not incorporated herein by reference because the consent of Echlin's independent accountants has not yet been obtained). See "Incorporation of Documents by Reference."
As of and for three months ended November 30, As of and for the fiscal year ended August 31, ----------------------- --------------------------------------------------------- 1997 1996 1997 1996 1995 1994 1993 ---- ---- ---- ---- ---- ---- ---- Statement of income data: - ------------------------- Net sales $ 889.5 $ 850.9 $ 3,568.6 $ 3,128.7 $ 2,717.9 $ 2,229.5 $ 1,944.5 Cost of goods sold 671.1 635.0 2,707.1 2,309.0 1,932.5 1,571.3 1,378.0 Selling and administrative expenses 159.2 149.2 640.1 574.6 531.3 468.5 420.4 Repositioning and other special charges (a) - - 254.1 - - - - Gain on sales of businesses (b) - - (28.6) - - - - -------- -------- --------- --------- --------- --------- --------- Income (loss) from operations 59.2 66.7 (4.1) 245.1 254.1 189.7 146.1 Interest expense, net 9.8 8.0 40.6 32.9 23.6 11.7 8.5 -------- -------- --------- --------- --------- --------- --------- Income (loss) before taxes 49.4 58.7 (44.7) 212.2 230.5 178.0 137.6 Provision for taxes 16.8 20.6 2.2 70.0 76.1 56.9 44.0 -------- -------- --------- --------- --------- --------- --------- Income (loss) before cumulative effect of accounting change 32.6 38.1 (46.9) 142.2 154.4 121.1 93.6 Cumulative effect of accounting change (c) - - - - - 2.6 - -------- -------- --------- --------- --------- --------- --------- Net income (loss) $ 32.6 $ 38.1 $ (46.9) $ 142.2 $ 154.4 $ 123.7 $ 93.6 ======== ======== ========== ========= ======== ======== ========= Average shares outstanding 63.132 62.347 62.601 61.919 59.476 58.996 58.560 Primary net income (loss) per share (d) $ 0.52 $ 0.61 $ (0.75) $ 2.30 $ 2.60 $ 2.10 $ 1.60 Dividends per share $ 0.225 $ 0.22 $ 0.89 $ 0.85 $ 0.79 $ 0.73 $ 0.70 Other financial data: - -------------------- Total assets 2,365.5 2,453.8 2,374.2 2,130.8 1,961.0 1,577.4 1,263.3 Total debt 761.4 769.9 757.9 495.9 507.1 308.3 164.2 Shareholders' equity 937.0 1,039.5 913.7 1,008.9 909.3 799.0 713.8 Capital expenditures 31.5 28.1 149.2 104.4 103.9 73.8 41.5 Depreciation and amortization 29.7 27.2 113.9 90.9 76.6 64.2 59.7 Note: The accompanying notes are an integral part of the selected historical financial data. NOTES TO SELECTED HISTORICAL FINANCIAL DATA OF ECHLIN (in millions, except per share data) (a) During fiscal 1997, Echlin recorded repositioning and other special charges of $254.1, pretax. The repositioning charge included expenses related to facility realignments and rationalizations, and the write-down to net realizable value of businesses to be disposed. In addition, goodwill associated with brand names no longer in use was written off, inventory related to discontinued and rationalized product lines was written down, property, plant and equipment idled by facility closures and product line rationalizations were reduced, and other investments and deferred customer acquisition costs were written off. (b) During fiscal 1997, Echlin sold two divisions for gross proceeds of $75.9. Echlin reported a pretax gain of $28.6. (c) During fiscal 1994, Echlin adopted a new accounting methodology for income taxes. (d) Echlin indicates that pro forma diluted loss per share under FAS 128 would have been less than the reported loss per share for the year ended August 31, 1997 and pro forma diluted earnings per share would have been $0.51 for the quarter ended November 30, 1997.
PRO FORMA CONDENSED COMBINED FINANCIAL DATA OF THE COMPANY AND ECHLIN (unaudited) (in millions, except per share data) The following information is presented as if the Proposed Business Combination of the Company and Echlin occurred on September 1, 1996 for statement of income and related data and on November 30, 1997 for balance sheet and related data. This pro forma data assumes that the Proposed Business Combination is effected by the exchange of shares of SPX Common Stock and cash for Echlin Shares. The pro forma data assumes the Company will exchange 0.4796 share of SPX Common Stock and $12.00 cash for each Echlin share, whereby 30.532 million shares of SPX Common Stock and $763.9 of cash are issued in exchange for all outstanding Echlin Shares and equivalent Echlin Shares. The Proposed Business Combination will be accounted for as a reverse acquisition as the shareholders of Echlin will own a majority of the outstanding shares of SPX Common Stock upon completion of the transaction. Accordingly, for accounting purposes, the Company is treated as the acquired company and Echlin is considered to be the acquiring company. The purchase price will be allocated to the assets and liabilities assumed of the Company based on their estimated fair market values at the acquisition date. Under reverse acquisition accounting, the purchase price of the Company is based on the fair market value of SPX Common Stock at the date of acquisition. The cash portion of the Consideration will be accounted for as a dividend by the combined company. The Company's financial position and results of operations will not be included in Echlin's consolidated financial statements prior to the date the Merger is consummated. Under reverse acquisition accounting, the purchase price of the Company is based on the fair market value of SPX Common Stock. For purposes of this pro forma information, the fair market value of SPX Common Stock is assumed to be $76-5/16 per share, which reflects the closing price of SPX Common Stock as of March 31, 1998. The Consideration includes 0.4796 share of SPX Common Stock. This is a fixed exchange ratio and will not be adjusted in the event of any increase or decrease in the market price of SPX Common Stock. Consequently, changes in the market price of SPX Common Stock will not impact these pro forma financial statements other than to increase or decrease the purchase price of the Company and the related amount of goodwill and amortization thereof. The pro forma condensed combined financial data are intended for information purposes, and do not purport to represent what the combined entity's results of continuing operations or financial position would actually have been had the transaction in fact occurred at an earlier date, or project the results for any future date or period. Upon consummation of the Proposed Business Combination, the actual financial position and results of operations of the combined company will differ, perhaps significantly, from the pro forma amounts reflected herein due to a variety of factors, including changes in operating results between the date of the pro forma condensed combined financial data and the date on which the Offer is consummated and thereafter, as well as the factors discussed under "Risk Factors." The pro forma condensed combined financial data does not give effect to any restructuring costs, nor to any cost savings that could result from the combination of the companies. Any integration and rationalization of the operations of Echlin may include certain costs which may in turn result in a charge to earnings. Such a charge, which cannot now be quantified fully, may be material and would be recognized in the period in which such a restructuring occurs. These costs may include severance and related employee benefit costs, costs to consolidate manufacturing and distribution facilities, facility rearrangement costs, relocation and moving costs, training costs, debt extinguishment costs, and costs associated with change of control agreements, among others. To date, the Company's access to information related to Echlin has been limited to publicly available information. In addition, publicly available information does not contain sufficient details related to Echlin's severance plans, employee benefit agreements, change of control costs or debt extinguishment provisions to enable the Company to quantify the costs associated with business integration and rationalization actions that may be considered by the Company. Nonetheless, based on assumptions related to headcount reductions and average annual salaries used to compute the annualized expense savings and assuming a severance policy that would result in an average severance term of six months, the estimated pre-tax costs of the severance (excluding any change in control costs) would be approximately $60.0 million. The pro forma condensed combined financial data also does not give effect to any costs savings that could result from the combination of the companies. The Company's management estimates that the combined company can achieve approximately $125.0 million of annualized cost savings in the first full year following the acquisition, and $175.0 million of annualized cost savings in the second full year following the acquisition. These costs savings include three categories of estimated annual savings in the second full year; savings associated with headcount reductions of $120.0 million; reduction in duplicative corporate costs of $20.0 million, and manufacturing, distribution and sourcing rationization of $35.0 million. These savings estimates are based upon assumptions made by the Company's management using available public information of Echlin, certain comparative peer group information of Echlin, and the Company's own internal information. In the pro forma condensed combined financial data, Echlin's information was derived from Echlin's 1997 Form 10-K, and Echlin's 1998 First Quarter Form 10-Q. For the Company's pro forma adjusted historical financial data, see "Pro Forma Adjusted Historical Financial Data of the Company," presented elsewhere herein. The pro forma condensed combined financial data should be read in conjunction with the financial statements and notes thereto included in the Company's 1997 Form 10-K, the Company's 1997 Third Quarter Form 10-Q, Echlin's 1997 Form 10-K and Echlin's 1998 First Quarter Form 10-Q. PRO FORMA CONDENSED COMBINED FINANCIAL DATA OF THE COMPANY AND ECHLIN FOR THE THREE MONTHS ENDED NOVEMBER 30, 1997 (unaudited) (in millions, except per share data)
The Company Echlin Pro forma Historical (a) Historical (a) Adjustments Pro forma ---------- ---------- ----------- --------- Statement of income data: - ------------------------- Revenues $ 241.7 $ 889.5 $ - $ 1,131.2 Cost of products sold 176.5 671.1 0.8 (d) 848.4 Selling, general and administrative expense 45.6 159.2 0.8 (d) 205.6 Other operating expenses, net 1.0 - 5.6 (d) 6.7 Special charges(1) 110.0 - - 110.0 ---------- ------------ ------------- ---------- Operating income (loss) (91.4) 59.2 (7.2)(d) (39.4) Other expense (income), net (1.1) - - (1.1) Interest expense, net 3.4 9.8 20.6 (f) 33.8 ---------- ------------ ------------- ---------- Income (loss) before income taxes (93.7) 49.4 (27.8) (72.1) Provision (benefit) for income taxes (33.7) 16.8 (8.4)(g) (25.3) ---------- ------------ ------------- ---------- Income (loss) (m) $ (60.0) $ 32.6 $ (19.5) $ (46.9) ========== ============ ============= ========== Primary income (loss) per share (n) $ (5.02) $ (1.11) Weighted average number of common shares outstanding 11.943 30.079 (h) 42.022 Dividends per share (m) $ - $ - Other financial data: - --------------------- Capital expenditures $ 7.0 $ 31.5 $ - $ 38.5 Depreciation and amortization 5.7 29.7 6.9 42.3 Note: The accompanying notes are an integral part of the pro forma condensed combined financial data.
PRO FORMA CONDENSED COMBINED FINANCIAL DATA OF THE COMPANY AND ECHLIN FOR THE YEAR ENDED AUGUST 31, 1997 (unaudited) (in millions, except per share data)
The Company Pro forma Pro Adjusted Echlin forma Historical (b) Historical (b) Adjustments Pro forma ---------- ---------- ----------- --------- Statement of income data: - ------------------------- Revenues $ 848.2 $ 3,568.6 $ - $ 4,416.8 Cost of products sold 612.9 2,707.1 3.3 (d) 3,323.3 Selling, general and administrative expense 169.6 640.1 3.3 (d) 813.0 Other operating expenses, net 3.6 - 22.3 (d) 25.9 Special charges and gains (k,l) 78.5 225.5 - 304.0 --------- --------- ----------- --------- Operating income (loss) (16.4) (4.1) (28.9)(d) (49.4) Other expense (income), net (2.4) - (2.4) Interest expense, net 14.9 40.6 77.9 (f) 133.4 --------- --------- ----------- --------- Income (loss) before income taxes (28.9) (44.7) (106.8) (180.4) Provision (benefit) for income taxes 14.1 2.2 (32.1)(g) (15.8) --------- --------- ----------- --------- Income (loss) (c) $ (43.0) $ (46.9) $ (74.7) $ (164.6) ========= ========= =========== ========= Primary income (loss) per share (n) $ (3.22) $ (3.81) Weighted average number of common shares outstanding 13.359 29.825 (h) 43.184 Dividends per share (m) $ 0.20 $ 0.20 Other financial data: - --------------------- Capital expenditures $ 20.0 $ 149.2 $ - $ 169.2 Depreciation and amortization 24.1 113.9 27.3 165.3 Note: The accompanying notes are an integral part of the pro forma condensed combined financial data.
PRO FORMA CONDENSED COMBINED BALANCE SHEET OF THE COMPANY AND ECHLIN AS OF NOVEMBER 30, 1997 (unaudited) (in millions) The Company Echlin Historical(a) Historical(a) Pro forma Dec.31,1997 Nov.30,1997 Adjustments Pro forma ---------- ----------- ----------- --------- Assets: Current assets $ 383.5 $ 1,198.5 $ 10.3 (i) $1,577.4 (14.9) (i) Property, plant and equipment, net 122.1 726.0 40.0 (i) 888.1 Marketable securities - 81.3 - 81.3 Intangible assets - 318.1 - 318.1 Goodwill 60.2 - (60.2) (i) 1,010.1 1,010.1 (i) Other assets 18.0 41.6 37.5 (e) 183.6 87.3 (i) (0.8) (i) ---------- ---------- --------- --------- Total assets $ 583.8 $ 2,365.5 $1,109.3 $ 4,058.6 ========== ========== ========= ========= Liabilities and Shareholders' Equity Notes payable and current maturities of long-term debt $ 2.8 $ 58.7 $ - $ 61.5 Other current liabilities 283.8 590.0 - 873.8 Total long-term liabilities 138.1 77.0 (19.4) (i) 250.4 54.7 (i) Long-term debt 202.5 702.8 816.4 (e) 1,721.7 Total shareholders' equity (deficit) (43.4) 937.0 1,003.0 (j) 1,151.2 (763.9) (j) (14.9) (i) 43.4 (j) (10.0) (i) ---------- ---------- --------- --------- Total liabilities and shareholders' equity $ 583.8 $ 2,365.5 $1,109.3 $ 4,058.6 ========== ========== ========= ========= Note: The accompanying notes are an integral part of the pro forma condensed combined balance sheet. NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL DATA OF THE COMPANY AND ECHLIN (unaudited) (in millions, except per share data) (a) Pro forma information as of and for the three months ended November 30, 1997 includes the actual historical results of the Company as of and for the three months ended December 31, 1997 (the most current fiscal quarter end of the Company within 93 days of November 30, 1997) and the actual historical results of Echlin as of and for the three months ended November 30, 1997. (b) Pro forma information for the year ended August 31, 1997 includes the pro forma adjusted historical results of the Company for the twelve months ended September 30, 1997 (the most current fiscal twelve month period of the Company within 93 days of August 31, 1997) and the actual historical results of Echlin for the year ended August 31, 1997. The pro forma adjusted historical results of the Company for the twelve months ended September 30, 1997 reflect the Company's February 1997 disposition of the Sealed Power division and its November 1996 disposition of the Hy-Lift division, as if such dispositions occurred on October 1, 1996. See "Pro Forma Adjusted Historical Financial Data of the Company," presented elsewhere herein. (c) The pro forma condensed combined financial data reflect only results from continuing operations. The Company recorded a $15.8 extraordinary item, net of taxes, in the twelve months ended September 30, 1997. The extraordinary item related to the Company's purchase of its 11 3/4% senior subordinated notes. (d) These pro forma adjustments reflect the impact of the allocation of the purchase price to the assets and liabilities of the Company on the pro forma condensed combined statement of income and other financial data. The ultimate allocation of the purchase price to the net assets acquired, goodwill and other intangible assets, liabilities assumed and incomplete technology of the Company is subject to final determination of their respective fair values, and as a result, these adjustments could change. The following table reflects the pro forma condensed combined statement of income impact of the purchase accounting adjustments: Cost of Selling, Other products general operating sold & admin. expenses Total -------- -------- --------- ------- Additional depreciation $ 2.5 $ 2.5 $ - $ 5.0 Pension expense adjustment 0.3 0.3 - 0.6 Amortization of previously recorded goodwill - - (3.0) (3.0) Goodwill and intangible amortization on transaction - - 25.3 25.3 Postretirement expense adjustment 0.5 0.5 - 1.0 -------- -------- --------- ------- Year ended August 31, 1997 $ 3.3 $ 3.3 $ 22.3 $ 28.9 ======== ======== ========= ======= Three months ended November 30, 1997 $ 0.8 $ 0.8 $ 5.6 $ 7.2 ======== ======== ========= ======= Upon consummation of the transaction, an estimated $10.0 charge for incomplete technology will occur, however, this charge is not reflected in the pro forma data as the charge is non-recurring and has no continuing impact. (e) This pro forma adjustment reflects the borrowings for the cash portion of the Consideration, debt issuance costs for new financing, and other estimated transaction fees of $15.0. The cash portion of the Consideration is $763.9, which represents $12.00 per Echlin Share multiplied by 63.661 Echlin Shares and Echlin Share equivalents outstanding. The outstanding and equivalent Echlin Shares include Echlin Shares outstanding at November 5, 1997 and Echlin Shares issuable (treasury stock method) upon exercise of Echlin's options, less 0.416 Echlin Shares held by SPX as of December 31, 1997. The debt issuance costs are estimated at $37.5 to obtain a new seven year $2,400 financing to effect the Proposed Business Combination, to refinance existing debt of both the Company and Echlin and provide working capital. (f) These pro forma adjustments reflect the interest expense associated with the incremental borrowings ($816.4) to effect the Proposed Business Combination, as if the incremental borrowings had occurred at September 1, 1996. The pro forma interest expense adjustment also reflects the refinancing of existing debt under a new seven year $2,400 financing as of September 1, 1996. The interest expense has been computed on an assumption that borrowings under the new credit facility will bear interest at a rate of LIBOR plus 2 1/4% (8% was used in these pro forma financial statements) and that debt issuance costs are amortized over seven years. If the interest rate used in the pro forma financial data were assumed to increase by 1/8%, the impact would be to increase net loss by $3.4 ($0.08 per share) and by $13.9 ($0.32 per share) for the three months ended November 30, 1997 and for the year ended August 31, 1997, respectively. Average historical outstanding debt of the Company and Echlin, as used in this pro forma presentation, was $965.5 and $973.5 for the three months ended November 30, 1997 and for the year ended August 31, 1997, respectively. (g) These adjustments represent the estimated income tax effect of the pro forma adjustments, excluding goodwill expense which will not be deductible for tax purposes, using an effective income tax rate of 38%. (h) These pro forma adjustments reflect the additional shares of SPX Common Stock to be issued in the transaction. The additional shares to be issued are calculated assuming that the stock component of the Consideration is 0.4796 share of SPX Common Stock, which converts weighted average outstanding Echlin Shares to weighted average outstanding shares of SPX Common Stock. The Echlin Shares used in these calculations include reported weighted average outstanding Echlin Shares, less 0.416 Shares held by the Company as of December 31, 1997. (i) These pro forma adjustments reflect the allocation to the assets and liabilities of the Company of the difference between the market value of the Company and the Company's book value (the "excess purchase price"). The market value of the Company is assumed to be the sum of the fair market value of the outstanding SPX Common Stock (less unallocated SPX Common Stock held by the Company's KSOP and restricted SPX Common Stock) and the fair value of the Company's outstanding options. The Company's book value is assumed to be its shareholders' deficit adjusted by estimated transaction fees of $15.0 which are assumed to have been incurred by the Company prior to the combination. Market Value the Company: Shares of Common Stock outstanding 12.531 Unallocated SPX Common Stock held in KSOP and Restricted SPX Common Stock $ (0.658) ---------- Adjusted SPX Common Stock outstanding 11.873 Market price per share of SPX Common Stock $ 76.3125 ----------- Market value of SPX Common Stock outstanding $ 906.0 Market value of outstanding options 97.0 --------- Market value of the Company $ 1,003.0 the Company's Book Value: December 31, 1997 Shareholders' deficit $ (43.4) Assumed transaction fees (15.0) the Company's Book Value $ (58.4) --------- Excess Purchase Price $ 1,061.4 ========= This excess purchase price has been allocated to the assets and liabilities of the Company as follows: Inventory $ 10.3 Property, plant & equipment 40.0 Prepaid pension (other assets) 87.3 Deferred financing fees (other assets) (0.8) Goodwill - previously recorded (60.2) Goodwill and intangible assets 1,026.5 Incomplete technology 10.0 Postretirement health and life insurance liability 19.4 Deferred tax liability (54.7) ----- $1,077.8 ======== The preliminary allocations of the excess purchase price are based upon current estimates and information available to the Company. Property, plant and equipment reflect the adjustment to estimated fair market values of these assets. Prepaid pension reflects the adjustment to the fair market value of the plan assets less the projected benefit obligation. Goodwill, previously recorded, reflects the elimination of goodwill that is included in the Company's historical balance sheet. Goodwill and intangible assets reflects the amount of excess purchase price remaining after allocations to all other assets and liabilities. Incomplete technology represents the estimated fair market value of in process product development costs. Postretirement health and life insurance liability reflects the adjustment of the liability to the accumulated benefit obligation. The deferred tax liability reflects the deferred tax liabilities related to these allocations. The goodwill recorded as a result of these allocations will be amortized over a 40 year life. In determining the estimated useful life, management considered the nature, competitive position, life cycle position, and historical and expected future operating income of the Company, as well as the Company management's commitment to support SPX through continued investment in capital expenditures, operational improvements, and research and development. After the transaction, the combined company will continually review whether subsequent events and circumstances have occurred that indicate the remaining estimated useful life of goodwill may warrant revision or that the remaining balance of goodwill may not be recoverable. If events and circumstances indicate that goodwill related to a particular business should be reviewed for possible impairment, the combined company will use projections to assess whether future operating income on a non-discounted basis (before goodwill amortization) of the unit is likely to exceed the goodwill amortization over the remaining life of the goodwill, to determine whether a write-down of goodwill to recoverable value is appropriate. The ultimate allocation of the purchase price to the net assets acquired, goodwill, other intangible assets, liabilities assumed and incomplete technology is subject to final determination of their respective fair values. This final allocation will be based upon the results of a professional appraisal that will be performed upon the consummation of the transaction. The Company's management believes the above preliminary allocations of the purchase price are reasonable and will not materially change upon completion of the appraisal. The pro forma adjustments include the elimination of the Company's $14.9 investment in the 0.416 shares of Echlin (included in current assets). As of November 30, 1997, there were no other intercorporate transactions that required elimination. (j) These pro forma adjustments reflect the effect of reverse acquisition accounting by adding the market value of the Company ($1,003.0), subtracting the Company's December 31, 1997 shareholder deficit ($43.4), and subtracting the cash payout ($763.9) which is treated as a dividend by the combined company. (k) Reflects a reclassification to special charges of $6.5 of legal costs that were previously classified as other expense (income), net in the Company's 1997 Third Quarter Form 10-Q. (l) The pro forma condensed combined financial data do not give effect to any integration or restructuring costs, nor to any cost savings, that could result from the combination of the companies. The pro forma condensed combined financial data of the Company and Echlin for the three months ended November 30, 1997 include special charges of $110.0 recorded by the Company primarily to combine two divisions and to recognize reduced carrying value of certain assets resulting from the decision to combine the divisions and exit certain product lines. See "Selected Historical Financial Data of the Company." The pro forma condensed combined financial data of the Company and Echlin for the year ended August 31, 1997 include special charges and gains of $304.0. The special charges and gains included a $4.2 special charge recorded by the Company related to the combination of five divisions into two divisions, a $6.5 special charge recorded by the Company of anticipated future legal costs associated with the ongoing litigation with Snap-on Incorporated, a $67.8 write-off of goodwill recorded by the Company related to the acquisitions of Bear Automotive and Allen Testproducts, $254.1 of repositioning and other special charges recorded by the Company related to facility realignments and rationalizations and other actions, and $28.6 of gains from the sale of two divisions by the Company. See "Selected Historical Financial Data of the Company" and "Selected Historical Financial Data of Echlin." (m) Represents the historical quarterly cash dividend per share of the Company for the periods presented. In April 1997, the Company eliminated its quarterly cash dividend and stated that future share repurchases would be used, when appropriate, for distributions to shareholders. (n) FAS 128, "Earnings per Share," is a new pronouncement which was issued in February 1997, but not effective until after December 15, 1997. The new pronouncement established revised standards for calculating and reporting earnings per share. On a pro forma basis, if this standard were adopted for the periods presented, both basic and diluted income (loss) per share would have been equal to primary income (loss) per share. PRO FORMA ADJUSTED HISTORICAL FINANCIAL DATA OF THE COMPANY (unaudited) (in millions, except per share data) On February 7, 1997, the Company completed the sale of substantially all of the assets and rights used in the manufacture and distribution of piston rings and cylinder liners, known as the Sealed Power division ("SPD"). The gross cash sales proceeds were $223.0. Additionally, effective November 1, 1996, SPX sold its Hy-Lift division to W.A. Thomas Company. Hy-Lift manufactures and distributes engine valve train components to both the original equipment market and the aftermarket. The gross cash sales proceeds were $15.0. The following historical financial data include the results of SPD through February 7, 1997, and the results of Hy-Lift through November 1, 1996, their dates of disposition. The following unaudited pro forma adjusted historical financial data for the twelve months ended September 30, 1997 reflects the disposition of these divisions as if they had occurred as of October 1, 1996. The pro forma adjusted historical financial data does not purport to represent what the Company's results of continuing operations would actually have been had the transactions in fact occurred as of October 1, 1996, or project the results for any future period. The pro forma adjusted historical financial data should be read in conjunction with the financial statements and notes thereto included in the Company's 1997 Form 10-K, the Company's Current Report on Form 8-K dated February 21, 1997, and the Company's 1997 Third Quarter Form 10-Q. PRO FORMA ADJUSTED HISTORICAL FINANCIAL DATA OF THE COMPANY FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1997 (unaudited) (in millions, except per share data) Pro forma Adjustments --------------------- Historical Divest(a) Other Pro forma ---------- --------- ----- --------- Statement of income data: - ------------------------- Revenues $ 932.1 $ (83.9) $ 848.2 Cost of products sold 686.9 (74.0) 612.9 Selling, general & administrative 173.3 (3.7) 169.6 Other operating expenses, net 3.3 0.3 3.6 Special charges (e) 78.5 - 78.5 -------- --------- --------- Operating income (loss) $ (9.9) $ (6.5) $ (16.4) Other (income) expense (74.3) - 71.9 (b) (2.4) Interest expense, net 17.5 - (2.6)(c) 14.9 -------- --------- ------ --------- Income (loss) before income taxes $ 46.9 $ (6.5) $(69.3) $ (28.9) Provision for income taxes 56.2 (2.3) (39.8)(d) 14.1 -------- --------- ------ --------- Income (loss) (f) $ (9.3) $ (4.2) $(29.5) $ (43.0) ======== ========= ====== ========= Primary income (loss) per share (g) $ (0.70) $ (3.22) Weighted average number of shares 13.359 13.359 Other financial data: - --------------------- Capital expenditures $ 23.8 (3.8) $ 20.0 Depreciation and amortization 28.3 (4.2) 24.1 (a) This column reflects the operating results of SPD and Hy-Lift through their dates of disposition, February 7, 1997 and November 1, 1996, respectively. (b) Adjustment to exclude the gain on the sale of SPD. The Company's gain on the sale of Hy-Lift was immaterial. (c) Adjustment to interest expense, net, assuming the use of net proceeds to reduce revolving credit and other debt. (d) Adjustment to income tax expense to reflect the tax effect of the adjustments. (e) Reflects a reclassification to special charges of $6.5 of legal costs to special charges that were previously classified as other expense (income), net in the Company's 1997 Third Quarter Form 10-Q. (f) Income excludes extraordinary item of $15.8, net of taxes. (g) FAS 128, "Earnings per Share," is a new pronouncement which was issued in February 1997, but not effective until after December 15, 1997. The new pronouncement established revised standards for calculating and reporting earnings per share. On a pro forma basis, if this standard was adopted for the period presented, both basic and diluted income (loss) per share would have been equal to primary income (loss) per share. PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE THE AMOUNT OF AUTHORIZED SPX COMMON STOCK The Company's Board of Directors has proposed that the Company's Restated Certificate of Incorporation be amended to increase the number of shares of authorized SPX Common Stock from 50,000,000 to 100,000,000. Specifically, the Board of Directors has proposed that the first paragraph of Article Fourth of the Restated Certificate of Incorporation be amended to read as follows: 1. Authorized Shares. The total number of authorized shares of the stock of all classes which the Corporation shall have authority to issue is one hundred three million (103,000,000), of which three million (3,000,000) shall be shares of Preferred Stock without par value and one hundred million (100,000,000) shall be shares of Common Stock of the par value of $10 per share. As of the Record Date, there were [ ] shares of SPX Common Stock outstanding. If the Proposed Business Combination is consummated pursuant to its current terms, the Company would have approximately 43,000,000 shares of SPX Common Stock outstanding. When added together with the [ ] shares of SPX Common Stock that would be reserved for issuance upon exercise of outstanding options (including both options granted by the Company and options that had been granted by Echlin and which would become exercisable for SPX Common Stock), the Company would have only approximately [ ] shares of SPX Common Stock authorized and available for future issuance. Although the Company has no present plans to issue shares of SPX Common Stock (or other securities or rights) other than in connection with the Proposed Business Combination and upon exercise of outstanding options, the Board of Directors believes that it is advisable to have additional shares of SPX Common Stock available for issuance for a number of purposes, including raising capital through the sale of SPX Common Stock, future acquisitions, and other corporate purposes such as stock splits and stock-based compensation. The authorization of such shares at this time would allow the Company to act expeditiously if additional needs or opportunities arose requiring the issuance of such shares. If the Companys shareholders approve the Charter Amendment, it will be adopted regardless of whether the Proposed Business Combination is consummated. The Board of Directors will authorize the issuance of additional shares of SPX Common Stock only when it believes that such issuance will be in the best interests of the Company and its shareholders. However, the issuance of additional shares of SPX Common Stock may, among other things, have a dilutive effect on the earnings per share of SPX Common Stock and on the equity and voting rights of holders of shares of SPX Common Stock, and consequently may also adversely affect the market price of SPX Common Stock. The increase in the availability for issuance of additional shares of SPX Common Stock pursuant to the Charter Amendment also may be perceived as having anti-takeover effects by enabling the Board of Directors to issue shares in transactions that would make a change in the control of the Company more difficult or costly and therefore less likely. The Board of Directors is not presenting the proposal to approve the Charter Amendment for anti-takeover purposes, has no present intention to use the increased shares for anti-takeover purposes and is not aware of any efforts to obtain control of the Company. Notwithstanding shareholder approval of the Charter Amendment, under the rules of the New York Stock Exchange, any proposed issuance of shares of SPX Common Stock in excess of 20% of the then outstanding shares of SPX Common Stock, will require approval from the prior shareholders of the Company. The newly authorized shares of SPX Common Stock for which authorization is sought would have the same rights and privileges as the shares of SPX Common Stock presently outstanding. See "Description of Company Capital Stock." The Company's shareholders do not have preemptive rights to subscribe for, purchase or receive shares of the authorized capital stock of the Company. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF SHARES OF AUTHORIZED SPX COMMON STOCK. POSSIBLE ADJOURNMENTS OF THE ANNUAL MEETING PROPOSED BY THE BOARD OF DIRECTORS It is the Company's present expectation that, at the Annual Meeting, votes will be taken and the polls closed on all proposals submitted to the Company shareholders. It is likely that the Annual Meeting will then be adjourned to allow the inspectors of election to count and report on the votes cast. It is possible, however, that the Board of Directors may propose one or more adjournments of the Annual Meeting, without closing the polls on the Stock Issuance proposal and/or the Charter Amendment Proposal, in order to permit further solicitation of proxies with respect to either or both of such proposals. THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT COMPANY SHAREHOLDERS VOTE "FOR" SUCH ADJOURNMENTS. If proxies are returned properly signed but otherwise unmarked, the shares represented by such proxies will be voted at the Annual Meeting for any such adjournment that the Board of Directors might propose but will not be considered a direction to vote for any adjournment proposed by others. If any adjournment is properly presented at the Annual Meeting for action by any person or persons other than the Board of Directors, the persons named as proxies, acting in such capacity, will have discretion to vote on such matters in accordance with their best judgment. STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS SECURITY OWNERSHIP OF MANAGEMENT The following table sets forth the number of shares of SPX Common Stock beneficially owned as of March 16, 1998, or as to which there was a right to acquire beneficial ownership within 60 days of such date, by each director, each executive officer named in the Summary Compensation Table and all directors and executive officers as a group. VESTED OPTIONS NUMBER OF EXERCISABLE SHARES WITHIN BENEFICIALLY 60 PERCENT OF OWNED(FN1)(FN2) DAYS TOTAL CLASS --------- ---- ----- ----- John B. Blystone ................... 201,611(FN3) 0 201,611 1.6% J. Kermit Campbell ................. 1,617 6,400 8,017 * Sarah R. Coffin .................... 1,196 5,100 6,296 * Frank A. Ehmann .................... 2,658 10,700 13,358 * Edward D. Hopkins .................. 2,817 10,700 13,517 * Charles E. Johnson II .............. 62,659(FN4) 8,900 71,559 * Christopher J. Kearney ............. 2,292 0 2,292 * Ronald L. Kerber ................... 1,813 4,900 6,713 * Stephen A. Lison ................... 16,941(FN5) 41,050 57,991 * Peter H. Merlin .................... 4,236 9,100 13,336 * Patrick J. O'Leary ................. 17,167 5,000 22,167 * Thomas J. Riordan .................. 8,278 5,000 13,278 * James M. Sheridan .................. 31,341(FN5) 80,000 111,341 * David P. Williams .................. 1,500 7,800 9,300 * All directors and executive officers as a group (19 persons) including the above named ....... 366,854 217,100 583,954 4.6% - ----------- * Less than 1% [FN] 1) Included for Messrs. Blystone, Kearney, O'Leary, Riordan and Sheridan and all executive officers as a group are their respective allocated shares held in the SPX Corporation Retirement Savings and Stock Ownership Plan. 2) Except as otherwise indicated, each director and executive officer has sole voting and investment power over the shares he or she beneficially owns. 3) Includes 75,000 shares of restricted stock granted to Mr. Blystone as part of his initial employment contract with the Company that have not yet vested. These shares vest ratably based on continued employment to the vesting date at the rate of 25,000 shares per year beginning December 1, 1998. Mr. Blystone will receive all dividends on, and has the right to vote, these shares. Does not include 250 shares held by The Blystone Foundation of which Mr. Blystone and his wife along with Messrs. Kearney and Sheridan are directors and as to which Mr. Blystone disclaims any beneficial interest. 4) Includes 20,548 shares owned by Mr. Johnson's wife. 5) Includes 200 shares held by Mr. Sheridan as custodian for his children. OTHER PRINCIPAL SHAREHOLDERS The Company is not aware of any person or group who beneficially owns more than 5% of SPX Common Stock except the following, based on information filed on Schedule 13D or Schedule 13G: AMOUNT OF PERCENT BENEFICIAL OF NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP CLASS ------------------------------------ --------- ----- Harris Associates L.P. 1,590,200(FN1) 12.66% Two North LaSalle Street, Suite 500 Chicago, IL 60602 FMR Corp. (Fidelity Investments) 1,304,200 (FN2) 10.38% 82 Devonshire Street Boston, MA 02109 Merrill Lynch Asset Management 1,249,004 (FN3) 9.9% 800 Sudders Mill Road Plainsboro, NJ 08536 Fidelity Management Trust Company _________ (FN4) _____% 82 Devonshire Street Boston, MA 02109 - ----------------- [FN] 1) Harris Associates L.P. serves as investment advisor to Harris Associates Investment Trust (the "Trust"). The Trust reported that The Oakmark Fund, The Oakmark Small Cap Fund and The Oakmark Select Fund beneficially own 967,900, 500,000 and 40,000 shares of SPX Common Stock, respectively. 2) Fidelity Management & Research Company, a wholly-owned subsidiary of FMR Corp. and an investment advisor registered under Section 203 of the Investment Advisors Act of 1940, is the beneficial owner of 1,304,200 shares of SPX Common Stock. 3) Merrill Lynch & Company, Inc. and its subsidiaries, Princeton Services, Inc., Merrill Lynch Asset Management LP and Merrill Lynch Capital Fund, Inc. pursuant to a filing on Schedule 13G dated January 28, 1998, reported that Princeton Services, Inc. and Merrill Lynch Asset Management L.P. share voting and dispositive powers with respect to 1,249,004 shares and this includes 750,000 shares beneficially owned by Merrill Lynch Capital Fund which also shares voting and dispositive powers with respect to such shares. 4) Fidelity Management Trust Company is the Trustee of the Company's Retirement Savings and Stock Ownership Plan and as of February ___, 1998, owned such number of shares pursuant to the Plan. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Exchange Act requires the Company's directors, executive officers and holders of more than 10% of SPX Common Stock to file with the Commission initial reports of ownership and reports of changes in ownership of SPX Common Stock and other equity securities of the Company. The Company believes that during the fiscal year ended December 31, 1997, its officers, directors and holders of more than 10% of SPX Common Stock complied with all Section 16(a) filing requirements. In making this statement, the Company has relied solely upon the written representations of its directors and officers. COMPENSATION OF EXECUTIVE OFFICERS The following table summarizes compensation received by the Company's Chief Executive Officer and the four other most highly paid executive officers for the three fiscal years ended December 31, 1997. None of the five named officers is employed under contract or employment agreement except for Mr. Blystone. SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION ------------------------------------ --------------------------------------- AWARDS PAYOUTS --------------------------- --------- NUMBER OF OTHER RESTRICTED SECURITIES NAME ANNUAL STOCK UNDERLYING LTIP ALL OTHER AND SALARY BONUS COMPENSATION AWARD(S) OPTIONS PAYOUTS COMPENSA- PRINCIPAL POSITION YEAR ($) ($) ($)(FN1) ($) (#) ($)(FN2) TION($)(FN3) ------------------ ---- ------ -------- ------------ ---------- ----------- -------- ------------ John B. Blystone - ---------------- Chairman, President and 1997 650,000 1,356,237 1,065,000 0 72,614 Chief Executive Officer 1996 450,000 947,396 0 (FN4) 0 20,250 (12/18/95 to present) 1995 17,308 0 1,968,750(FN5) 125,000 420,779(FN6) Patrick J. O'Leary - ------------------ Vice President, Finance, 1997 275,000 352,445 235,000 0 17,979 Treasurer and Chief Financial 1996 68,751 147,705(FN7) 50,000 0 1,428 Officer (10/14/96 to present) 1995 -- -- -- -- -- James M. Sheridan - ----------------- Vice President, Secretary and 1997 228,500 407,921 25,000 160,200 547,392 (FN8) General Counsel to 2/26/97, 1996 228,500 325,049 21,000 154,104 11,519 Counsel to CEO to retirement 1995 213,500 27,468 0 0 15,377 (retired 1/31/98) Christopher J. Kearney - ---------------------- Vice President, General 1997 212,314 325,437(FN9) 25,000 0 5,267 Counsel and Corporate 1996 -- -- -- -- -- Secretary (2/26/97 to 1995 -- -- -- -- -- present) Thomas J. Riordan - ----------------- Vice President and President 1997 225,000 239,487 115,000 0 21,468 Service Solutions 1996 205,000 236,328 10,000 0 6,209 (2/26/96 to present) 1995 -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------
[FN] 1) No other Annual Compensation is reported since perquisites and other personal benefits are below threshold reporting requirements. 2) Amounts in this column represent payments made pursuant to the Company's Performance Unit Plan, which is described on page ____ of this Proxy Statement. 3) Except as otherwise noted in the footnotes to this table, the amounts reported in this column include only the Company's contribution to the executive officers' accounts in its qualified and non-qualified defined contribution plans. 4) In lieu of a stock option award for 1996, the Company granted Mr. Blystone a five-year non-interest bearing loan of $368,000 to fund the purchase by Mr. Blystone of shares of SPX Common Stock on the open market. It is the intention of the Company to forgive this loan if Mr. Blystone remains with the Company for the five-year term of the loan or if certain other conditions are met. 5) An award of 125,000 shares of Restricted Stock was made to Mr. Blystone on November 24, 1995, as part of his initial employment contract. The value of the award was $1,984,375 based on the December 29, 1995 closing price of the shares of $15.875. These shares vest ratably over 5 years at 25,000 shares per year beginning December 1, 1996. Mr. Blystone receives dividends on and has the right to vote all the shares, vested and nonvested. On December 31, 1997, Mr. Blystone owned 75,000 shares of Restricted Stock, which had not yet vested and which had a value of $5,175,000 based on the closing price of the SPX Common Stock on that date. 6) Includes a $420,000 cash payment made to Mr. Blystone upon joining the Company as part of his initial employment contract. The balance of the amount reported is the Company contributions to Mr. Blystone's accounts in the Company's qualified and non-qualified defined contribution plans. 7) This amount includes a bonus under the Company's EVA Incentive Compensation Plan for the part of the year 1996 during which Mr. O'Leary was a participant plus a $50,000 bonus payable upon his acceptance of employment with the Company. 8) Includes $521,751 payable to Mr. Sheridan upon his retirement which is the balance in his bonus bank under the EVA Incentive Compensation Plan after payment of the amount shown in the bonus column and $25,641 being Company contributions to his defined contribution plan accounts. 9) This amount includes a bonus under the Company's EVA Incentive Compensation Plan for the year 1997 plus a $50,000 bonus payable to Mr. Kearney paid upon his acceptance of employment with the Company. OPTION GRANTS IN LAST FISCAL YEAR
- -------------------------- ------------- ------------- ----------- ----------- -------------- ------------- -------------- NUMBER OF SECURITIES % OF TOTAL VESTING DATE UNDERLYING OPTIONS WHEN OPTIONS GRANTED TO DATE OF EXERCISE OPTION GRANT DATE GRANTED EMPLOYEES IN GRANT PRICE FIRST EXPIRATION PRESENT VALUE NAME (#) 1997 (FN1)(FN2) $/SHARE) EXERCISABLE DATE $ (FN3) - -------------------------- ------------- ------------- ----------- ----------- -------------- ------------- -------------- John B. Blystone 32,500 2.0% 1/14/97 $41.875 1/14/99 1/13/07 $582,725 32,500 2.0% 1/14/97 $41.875 1/14/00 1/13/07 $582,725 250,000 15.5% 2/26/97 $45.750 1/1/02 2/25/07 $4,895,000 250,000 15.5% 2/26/97 $60.000 1/1/02 2/25/07 $3,735,000 250,000 15.5% 2/26/97 $75.000 1/1/02 2/25/07 $2,840,000 250,000 15.5% 2/26/97 $90.000 1/1/02 2/25/07 $2,185,000 - -------------------------- ------------- ------------- ----------- ----------- -------------- ------------- -------------- Patrick J. O'Leary 70,000 4.3% 4/22/97 $60.000 4/22/02 4/21/07 $1,394,400 65,000 4.0% 4/22/97 $75.000 4/22/02 4/21/07 $1,014,000 65,000 4.0% 4/22/97 $90.000 4/22/02 4/21/07 $801,450 - -------------------------- ------------- ------------- ----------- ----------- -------------- ------------- -------------- James M. Sheridan 25,000 1.5% 1/14/97 $41.875 1/31/98 1/31/00 $448,250 - -------------------------- ------------- ------------- ----------- ----------- -------------- ------------- -------------- Christopher J. Kearney 12,500 0.8% 2/10/97 $43.375 2/10/99 2/9/07 $232,125 12,500 0.8% 2/10/97 $43.375 2/10/00 2/9/07 $232,125 - -------------------------- ------------- ------------- ----------- ----------- -------------- ------------- -------------- Thomas J. Riordan 7,500 0.5% 1/14/97 $41.875 1/14/99 1/13/07 $134,475 7,500 0.5% 1/14/97 $41.875 1/14/00 1/13/07 $134,475 50,000 3.1% 12/10/97 $75.000 12/10/02 12/9/07 $1,397,000 50,000 3.1% 12/10/97 $90.000 12/10/02 12/9/07 $1,159,500 - -------------------------- ------------- ------------- ----------- ----------- -------------- ------------- --------------
1) The options granted on January 14, 1997, and February 10, 1997, were granted pursuant to the SPX Corporation 1992 Stock Compensation Plan and in accordance with the fixed shares grant concept underlying the Company's EVA incentive compensation program. These are ten-year non-qualified options having an exercise price equal to the fair market value on the date of grant. Upon exercise the executive has the option to surrender shares at current value in payment of the exercise price and his or her withholding tax obligations or to surrender by attestation already owned mature shares in payment of the exercise price and/or withholding tax obligations and to receive a reload option having an exercise price equal to the current market value for the number of shares so surrendered. The reload option expires at the same time that the exercised option would have expired. These options vest 50% two years after the date of grant with the remaining 50% vesting three years after the date of grant. 2) The options granted to Mr. Blystone on February 26, 1997, in conjunction with his new employment contract and the options granted to Mr. O'Leary on April 22, 1997, and to Mr. Riordan on December 10, 1997, are referenced in the Report of the Compensation Committee and are ten-year non-qualified options issued outside of the 1992 Stock Compensation Plan. These options do not vest or otherwise become exercisable until five years after the date of grant except in the event of a change in control or the death or disability of the executive and the exercise price is equal to or greater than the market value of the shares at the date of grant. 3) The estimated grant date present value reflected in the above table is determined using the Black-Scholes model. The material assumptions and adjustments incorporated in the Black-Scholes model in estimating the value of the options reflected in the above table include the following: . An option exercise price in the amount set forth in the table which is equal to or greater than the fair market value of the underlying stock on the date of grant. . An option term of ten years and an expected life of six years. . An interest rate of 6.3%, which represents the interest rate on a U.S. Treasury security with a maturity date corresponding to that of the expected option term. . Volatility of 0.306 calculated using monthly price and dividend data for the five-year period ending in the grant month. . Dividend yield of zero. The above valuation model makes no adjustments for vesting requirements, non-transferability, or risk of forfeiture. The ultimate value of the option will depend on the future market price of the SPX Common Stock, which cannot be forecasted with reasonable accuracy. The actual value, if any, an optionee will realize upon exercise of an option will depend on the excess of the market value of the SPX Common Stock over the exercise price on the date the option is exercised. AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES The following table provides information on option exercises in fiscal 1997 by the named executive officers and the value of such officers' unexercised options at December 31, 1997.
- ------------------------------ ------------- --------------- ----------------------------- ----------------------------- NUMBER OF SECURITIES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED SHARES STOCK OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT ACQUIRED VALUE YEAR END (FN1) FISCAL YEAR END (FN1) ON EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE NAME (#) ($) (#) ($) - ------------------------------ ------------- --------------- ----------------------------- ----------------------------- John B. Blystone 0 0 125,000/1,065,000 $6,656,250/$9,825,625 Patrick J. O'Leary 0 0 25,000/225,000 $971,875/$1,601,875 James M. Sheridan 4,000 $208,000 62,500/46,000 $3,383,900/$1,817,375 Christopher J. Kearney 0 0 0/25,000 0/$631,250 Thomas J. Riordan 0 0 5,000/120,000 $271,875/$678,750 - ------------------------------ ------------- --------------- ----------------------------- -----------------------------
[FN] 1) All exercisable options were exercisable immediately on December 31, 1997, and were in-the-money. Some of the unexercisable options were not in-the-money at the end of 1997 since their exercise price exceeds the year-end closing price and these options are identified in the table of Option Grants in the Last Fiscal Year. The value of the in-the-money unexercised options is based upon the difference between the exercise price and the closing price of SPX Common Stock on December 31, 1997 of $69.00. No SARs are held by the above named executive officers. SPX CORPORATION PERFORMANCE UNIT PLAN The Company has previously sponsored a long-term incentive plan called the SPX Corporation Performance Unit Plan, which operates on three-year performance periods. The Plan was phased out with the adoption of the EVA Incentive Compensation Plan in 1996. At the beginning of each performance period, a participant was granted a target award based on a percentage of his or her current salary. The target award is then divided equally between cash units of $500 each and shares of SPX Common Stock. At the end of the performance period, depending upon the level of the performance achieved, the cash units earned will be valued from zero to a maximum of $750 and the number of shares earned will range from zero to 150% of the target amount. For the 1995 performance period (January 1, 1995 to December 31, 1997), the corporate goal was expressed in terms of growth in the Company's share price plus dividends relative to the growth in the S&P 500 Index as follows: Company Performance Level of Achievement ------------------- -------------------- Less than 80% of S&P 500 growth No awards earned 80% of S&P 500 growth 50% of target award earned (threshold) 100% of S&P 500 growth 100% of target award earned (target) 150% of S&P 500 growth 150% of target award earned (maximum) For the 1995 performance period, which ended December 31, 1997, the Company's share price plus dividends grew at a rate significantly in excess of 150% of the growth of the S&P 500 Index and the maximum awards were earned. The Compensation Committee elected to pay the entire earned awards in cash and the amount paid to Mr. Sheridan is shown in the LTIP column of the Cash Compensation Table. Messrs. Blystone, O'Leary, Kearney and Riordan did not participate in this plan. PENSION PLANS The annual pension benefits payable to the executives named in the Summary Compensation Table can be determined from the following table.
- -------------------- ------------------------------------------------------------------------------------------------ YEARS OF CREDITED SERVICE ------------------------------------------------------------------------------------------------ FINAL THREE-YEAR AVERAGE COMPENSATION 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS - -------------------- ------------- --------------- ---------------- ---------------- --------------- ---------------- $200,000 $77,333 $116,000 $116,000 $116,000 $116,000 $123,500 300,000 116,000 174,000 174,000 174,000 174,000 185,250 400,000 154,667 232,000 232,000 232,000 232,000 247,000 500,000 193,334 290,000 290,000 290,000 290,000 308,750 600,000 232,000 348,000 348,000 348,000 348,000 370,500 700,000 270,667 406,000 406,000 406,000 406,000 432,250 800,000 309,333 464,000 464,000 464,000 464,000 494,000 900,000 348,000 522,000 522,000 522,000 522,000 555,750 1,000,000 386,667 580,000 580,000 580,000 580,000 617,500 1,100,000 425,333 638,000 638,000 638,000 638,000 679,250 1,200,000 464,000 696,000 696,000 696,000 696,000 741,000 1,300,000 502,667 754,000 754,000 754,000 754,000 802,750 1,400,000 541,333 812,000 812,000 812,000 812,000 864,500 1,500,000 580,000 870,000 870,000 870,000 870,000 926,250 1,600,000 618,666 928,000 928,000 928,000 928,000 988,000 1,700,000 657,333 986,000 986,000 986,000 986,000 1,049,750 1,800,000 696,000 1,044,000 1,044,000 1,044,000 1,044,000 1,111,500 1,900,000 734,667 1,102,000 1,102,000 1,102,000 1,102,000 1,173,250 2,000,000 773,333 1,160,000 1,160,000 1,160,000 1,160,000 1,235,000 2,100,000 812,000 1,218,000 1,218,000 1,218,000 1,218,000 1,296,750 - ------------------- ------------- --------------- ---------------- ---------------- --------------- ----------------
Covered compensation is based on salary and bonus as shown in the Summary Compensation Table. The estimated years of credited service at normal retirement age for the persons named in the Summary Compensation Table are: Mr. Blystone - 23 years; Mr. O'Leary - 26 years; Mr. Kearney - 23 years; Mr. Riordan - 25 years. The annual retirement benefits shown in the above table are computed on the basis of a straight life annuity. The amounts reported in this Pension Plan Table are payable at the normal retirement age of 65 and are payable from the Company's qualified pension plan and Supplemental Retirement Plan for officers and other key executives. The amounts shown are subject to reduction by the sum of the executive's primary Social Security benefit and any pension benefits payable from prior employer plans. A participant may retire as early as age 55, but benefits payable at early retirement are subject to reductions from age 62 that approximate actuarial values. DIRECTORS' COMPENSATION For the first two months of 1997, the non-employee directors of the Company were compensated on the basis of one-sixth of an annual retainer of $22,000 plus $1,000 for each meeting of the Board of Directors and each Committee meeting they attended during those months. Effective February 26, 1997, the Company stopped paying a retainer and meeting attendance fees and eliminated the Directors' Defined Benefit Retirement Plan. Beginning with the month of March and continuing thereafter, the non-employee directors were compensated pursuant to the SPX Corporation 1997 Non-Employee Directors' Compensation Plan, which was submitted to and approved by the shareholders of the Company at the Annual Meeting in April 1997. Under this Plan each non-employee director was granted an option to purchase 1,500 shares of SPX Common Stock on February 26, 1997 at a price per share of $45.75, the closing price of a share of SPX Stock on that date. Further, options to purchase 1,500 shares of SPX Common Stock were granted to each non-employee director in January 1998 and will be granted to each non-employee director in January 1999 at a purchase price equal to the closing price per share on the date of grant. Thereafter, the Board of Directors may establish subsequent grant dates for options to the extent there are shares available for issuance under the Plan. An option to purchase 1,500 shares of SPX Common Stock will also be granted to each new non-employee director upon his or her election to the Board of Directors. Director options are fully exercisable six months from the date of grant, or earlier, upon a change in control, as defined in the Plan. If a non-employee director ceases to be a director for any reason, his or her options will remain exercisable for three years thereafter (one year in the event of death), provided that no director option may be exercised after ten years from the date of grant. The maximum number of shares of SPX Common Stock available for grants of options under the Plan is 75,000. Each non-employee director also receives under the Plan an annual cash payment of $25,500 ($21,250 for the 10 months of 1997 that the Plan was in effect) plus an additional cash payment determined by reference to the Company's performance under the SPX Corporation EVA Incentive Compensation Plan (the "EVA Plan"). The amount of the additional cash payment, if any, is equal to $5,000 multiplied by the multiple of target award earned by the Company's Chief Executive Officer for that year under the EVA Plan. The additional cash payment will be payable to the non-employee director at the same time and in the same manner as bonuses are paid under the EVA Plan, including application of the bonus reserve provisions. A non-employee director's bonus reserve balance will, however, be payable if he or she ceases to be a director for any reason. Receipt of the annual cash payment and the additional cash payment may be deferred at the option of the individual non-employee director. For 1997 the bonus multiple was 3.6195 and the amount of the additional cash payment earned under the Plan was $18,097.50. The amount payable currently to each non-employee director was $9,366.00 and the balance of $8,731.50 was credited to his or her bonus reserve account established under the Plan. The Company reimburses all non-employee directors for expenses incurred in carrying out their duties. Directors who are employees of the Company or a subsidiary do not receive directors' compensation as described herein. Under the former Directors' Retirement Plan, which was terminated for active directors at the end of 1996, any director who retired after ten or more years of service as a director is entitled to an annual pension, payable for life, equal to the annual retainer in effect on the retirement date. Directors who retire with more than five years but less than ten years of service receive a proration of the ten-year amount. Benefits under the Plan commence on the later of the retired director's sixty-fifth birthday or retirement from the Board of Directors. The Directors' Retirement Plan provides that upon a change-of-control, as defined under "Change of Control Severance Agreements" below, a director who has less than five years of service as a director will be deemed to have completed five years of service, each former director will receive an immediate lump-sum payment of the actuarial present value of the director's benefit under the Plan, and each director who does not receive an immediate lump-sum payment will receive a lump-sum payment which is the actuarial present value of the director's Plan benefit upon termination of the directorship or termination of the Plan. The Company also has established a trust to ensure payment to all directors of these benefits. Current directors who were covered by the now terminated plan are eligible to receive benefits upon their retirement based on the actuarial present value of their vested director's benefits existing at the date the plan was terminated. CHANGE OF CONTROL SEVERANCE AGREEMENTS The Company has entered into change of control severance agreements with its executive officers. These agreements are with Messrs. Blystone, O'Leary, Kearney and Riordan, as well as two additional executives. The agreements provide for the payment of compensation and benefits in the event of termination of employment following a change-of-control. A change-of-control is generally defined as (i) the acquisition by a person, other than the Company, of 20% or more in voting power of the Company's securities; (ii) a change in the majority of the Board of Directors over a two-year period; (iii) the sales of all or substantially all the Company's assets or the merger or consolidation of the Company with any other corporation, except where the Company's owners continue to hold at least 80% of the voting power in the new or surviving entity's securities; or (iv) the acquisition by a person, other than the Company, pursuant to an exchange or tender offer for securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities. Each severance agreement will remain in effect for at least three years following the date of its execution. Thereafter, each agreement will be extended annually unless the Company gives proper notice of its election not to extend. If a change-of-control occurs during the term of an agreement, it will remain in effect for three years following the change-of-control. An executive whose employment is terminated after a change-of-control will generally receive additional compensation only if the termination was by the Company without cause or by the executive because of his election to terminate after 30 days following a change-of-control or because of a diminution in salary, benefits or responsibilities or related reasons. An executive whose termination follows a change-of-control, but not because of one of the above reasons, will generally receive normal severance pay, payment of certain accrued vested benefits, a prorated bonus, vacation pay, deferred compensation and amounts payable under the terms of the EVA Plan. The severance agreements provide the following additional benefits payable after a change-of-control to executives who are terminated without cause or who resign for the reasons described above: (i) three times the sum of the executive's base salary and annual target bonus; (ii) continued health care coverage for three years; (iii) continued life insurance coverage for a period of three years in the amount of twice the executive's base salary and thereafter at one times base salary for the remainder of his or her life; (iv) full vesting and three additional years of credit under the Company's qualified pension plan, excess pension plan and supplemental retirement plan; (v) a lump-sum payment under the Company's supplemental retirement savings plan; (vi) a prorated award under the Performance Unit Plan or the EVA Plan; (vii) the removal of any restrictions placed on shares of restricted stock; (viii) the payment of any federal excise taxes; and (ix) the reimbursement of legal and tax audit fees, if any, incurred as a result of the termination. The Company has established a trust to ensure payment to all executives whose employment is terminated after a change-of-control of the compensation and benefits described herein. The trust is not currently funded. EMPLOYMENT AGREEMENTS 1995 EMPLOYMENT AGREEMENT WITH JOHN B. BLYSTONE. Until January 1, 1997, Mr. Blystone served the Company pursuant to an employment agreement dated as of December 18, 1995 (the "1995 Agreement"). The 1995 Agreement provided for an employment term through January 31, 1998, at a base salary of $450,000. The 1995 Agreement also provided for participation in the Company's annual EVA Plan, a stock option grant with respect to 125,000 shares of SPX Common Stock and a restricted stock award of 125,000 shares. In the event of early termination of Mr. Blystone's employment by the Company without cause or by him for good reason, the 1995 Agreement provided for lump sum salary and bonus payments, vesting of options, restricted stock and equity and incentive plan awards and certain benefit plan continuation substantially similar to the new employment agreement described below. NEW EMPLOYMENT AGREEMENT WITH JOHN B. BLYSTONE. The Company and Mr. Blystone executed a new employment agreement on February 27, 1997, effective as of January 1, 1997, which provides for Mr. Blystone's employment through December 31, 2001, with automatic extensions commencing January 1, 1999, to provide for a continuous three-year term after that date (subject to earlier termination in certain circumstances as described below). The new employment agreement provides for an annual base salary of at least $650,000. Through 1999, Mr. Blystone is eligible to receive an annual bonus under the Company's EVA Plan (the terms of which cannot be changed as to Mr. Blystone without his consent) and thereafter under the Company's annual bonus plan as then in effect for senior executives, provided that in all years the annual bonus is to be based on a target award equal to 80% of his annual base salary midpoint. In connection with the new employment agreement, the Committee also granted to Mr. Blystone, on February 26, 1997, a stock option award with respect to a total of 1,000,000 shares of SPX Common Stock. Of this total, 250,000 shares covered by the award have an exercise price of $45.75, the fair market value of the SPX Common Stock on February 26, 1997. The exercise prices for the remainder of the award are in excess of the fair market value on that date: 250,000 shares have an exercise price of $60.00 (approximately 133% of fair market value); 250,000 shares have an exercise price of $75.00 (approximately 167% of fair market value); and 250,000 shares have an exercise price of $90.00 (approximately 200% of fair market value). Other than the occurrence of certain events described below, no portion of the option award shall vest prior to January 1, 2002. The option has a ten-year term and was granted in addition to and outside of the 1992 Stock Compensation Plan. Mr. Blystone will continue to receive annual option awards under the 1992 Stock Compensation Plan in accordance with the fixed share grant guidelines under the EVA Plan, which is described in the Compensation Committee Report. Under the new employment agreement, in the event of Mr. Blystone's voluntary resignation or the termination of his employment for cause, he will be entitled to receive the compensation and benefits earned to date, but shall forfeit any options, restricted stock or other benefits not then vested. In the event of Mr. Blystone's death or disability, he shall be entitled to receive compensation and benefits earned, full payment of his individual bonus reserve balance under the Company's EVA Plan and shall be fully vested in all options, restricted stock and other equity or incentive compensation awards. If Mr. Blystone's employment is terminated by the Company without cause, or if he resigns for good reason, in addition to payout of his individual bonus reserve and vesting of options, restricted stock and other equity and incentive compensation, he will be entitled to receive a pro rata bonus payment for the year of termination, a lump sum payment equal to three times his then annual salary and target bonus, continuation of employee benefits and perquisites for the lesser of three years or until such benefits or perquisites are obtained from a subsequent employer, vesting of benefits under the Company's supplemental pension plan with credit for three additional years of service and the salary and bonus continuation reflected by the lump sum salary and bonus payments, outplacement services, and a stock depreciation right obligating the Company to pay to Mr. Blystone the excess, if any, of the average closing price of the SPX Common Stock during the five trading days prior to his termination of employment over his actual gross selling price for shares of SPX Common Stock (including any shares which may be acquired upon exercise of an option) as to which Mr. Blystone, within 20 days after the termination of his employment, gives the Company written notice of his intention to sell. In the event that any amounts or benefits received by Mr. Blystone are subject to the excise tax imposed under Section 4999 of the Internal Revenue Code, he would also be entitled to receive an additional amount (a "gross-up" payment) equal to such excise tax and the excise, income and other taxes imposed on the gross-up payment. DEATH BENEFIT PLAN FOR KEY MANAGERS As part of the total compensation package developed to assist the Company in attracting and retaining top quality managers, the Company in 1985 adopted a death benefit plan for certain key managers designated as eligible by the Company's Board of Directors. As of February 1998, 21 active key managers, including the officers named in the Summary Compensation Table, together with 27 retired managers were participating. Under this plan, if death occurs before retirement, the participant's beneficiary will receive a payment that, when adjusted for income taxes, will equal two times the amount of the individual's base salary as of the date of death. If death occurs after retirement, the amount paid to the beneficiary after adjustment for income taxes will equal one times final base salary. The cost incurred by the Company for this Plan during 1997 was not significant. Irrespective of any statement to the contrary included in any Company filing under the Securities Exchange Act of 1934, as amended, that might incorporate by reference future filings, including this Proxy Statement, in whole or in part, the following report of the Compensation Committee and the Performance Graph on page ___ shall not be incorporated by reference into any such filings. COMPENSATION COMMITTEE REPORT ON EXECUTIVE OFFICERS' COMPENSATION The Company's Compensation Committee (the "Committee"), which is comprised of four outside directors of the Company, is responsible for considering and approving the Company's compensation program for senior management, including the Company's executive officers. The key objectives of the Committee in establishing compensation programs for senior management are: (i) to attract and retain highly qualified executives to manage the Company and its operating divisions, and (ii) to provide strong financial incentives, at reasonable cost to the Company's shareholders, for senior management to maximize the Company's shareholder value. The Company's executive compensation program consists of three basic elements - base salary, an annual bonus opportunity under the EVA Incentive Compensation Plan and stock options. BASE SALARIES Each executive officer has a base salary range and midpoint. Midpoints are determined on the basis of competitive compensation data. Position in range is determined on the basis of experience and performance. ANNUAL BONUSES In 1996, the shareholders approved the SPX Corporation EVA Incentive Compensation Plan. The new plan provides for awards based on improvements in Economic Value Added ("EVA"). EVA is a measure of operating profit after deduction of all costs, including the cost of the Company's capital. The EVA bonus plan is based on three key concepts: 1) a target bonus, 2) a fixed share of EVA improvement in excess of expected EVA improvement ("excess EVA improvement") and 3) a bonus bank. The EVA bonus earned is equal to the sum of the target bonus plus the fixed share of excess EVA improvement (which may be negative). The bonus eligible to be earned is credited to the bonus bank, and the bonus available to be paid to the participant is equal to the amount of the bonus bank balance, up to the amount of the target bonus, plus 1/3 of the bonus bank balance in excess of the target bonus. Of the total bonus available to be paid, 80% is paid automatically and the remaining 20% is contingent upon the achievement of individual performance goals. No bonus is paid when the bonus bank balance is negative and negative bonus bank balances are carried forward to offset future bonuses earned. There is no cap on the bonus awards that can be achieved for superior levels of excess EVA improvement. The Committee believes that excess EVA improvement provides the best operating performance measure of shareholder returns in excess of the cost of capital. To ensure that the plan provides strong incentives for management to increase shareholder value and does not reward poor performance by reducing performance standards or penalize superior performance by raising performance standards, it is the Committee's intention that there will be no recalibration of expected EVA improvement or management's share of excess EVA improvement for a period of at least four years beginning with 1996. The Company achieved outstanding performance in 1997. The Company's EVA improvement was $18.8 million versus an expected EVA improvement of $4.6 million resulting in a bonus multiple of 3.6195. This performance was reflected in a gain in the market value of the Company's shares of over $375 million. The Company's share price performance significantly outperformed the S&P 500 and the peer groups shown on the Performance Graph on page ___. The 1997 target bonuses for the chief executive officer and the four other executive officers named in the Compensation Table were $1,150,520 and their share of EVA improvement in excess of expected EVA improvement was $2,673,664 resulting in a declared bonus for them as a group of $3,824,184. The declared bonus is credited to the individual bonus bank under the Plan and then an amount equal to the individual target bonus plus one-third of the balance remaining after deducting the target amount is available to be paid out, 80% of the available amount is automatically paid and the remaining 20% is contingent upon achievement of individual performance goals. The bonus amounts earned and paid to the chief executive officer and the other named executives are shown in the Summary Compensation Table. The amount of the declared bonus that is not yet earned and available to be paid is carried forward in the individual's bonus bank and payment is contingent on future EVA performance. STOCK OPTIONS Consistent with the fixed share concept underlying the EVA incentive compensation program, the Company, in 1997 and subsequent years, will make annual stock option grants to executive officers on a "fixed share" basis. Under the program, executive officers will receive each year an option on a fixed number of shares of stock without regard to the current price of the stock. Under the fixed share program, the number of option shares granted will not be increased to offset a decline in the stock price and will not decrease to offset an increase in the stock price. In February, the Committee granted stock options to the executive officers as set forth in the Summary Compensation Table. The Company granted extraordinary out-of-the-money options to two key executives during 1997, in addition to the 1,000,000 share option granted to Mr. Blystone as described above. Mr. O'Leary was granted a 200,000 share option in April 1997 and Mr. Riordan was granted a 100,000 share option in December 1997. These options, which have exercise prices in excess of the current market value on the grant date and which vest five years after the grant date, were made to assure the continued retention of these key executives and to provide them with a strong incentive to promote significant growth in the Company's share value. In early 1996 the value of total compensation opportunities for senior management was slightly below a median competitive level based on the data from the Hewitt Associates Total Compensation Data Base (Core Group III, a group of middle market industrial companies). In the future, the Company's competitive position will depend on Company performance. If the Company does well, the fixed share concepts underlying the total compensation program will raise the Company's competitive position above median levels. If the Company does poorly, the fixed share concepts will cause the Company's competitive position to fall below median levels. The Committee believes that the total compensation program provides very strong incentives to maximize shareholder value with reasonable balance between the Company's need to retain strong senior management and shareholder cost objectives. Internal Revenue Code Section 162(m) limits the deduction a publicly-held company is allowed for compensation paid to executive officers, including those named in the table on page ____. Generally, amounts paid in excess of $1 million to a covered executive, other than performance-based compensation, cannot be deducted. In order to be performance-based compensation for purposes of the new tax law, the performance measures must be approved by the shareholders. The Company's EVA Plan was approved by its shareholders in 1997. The Committee will continue to consider ways to maximize the deductibility of executive compensation, while retaining the discretion the Committee deems necessary to compensate executive officers in a manner commensurate with performance and the competitive environment for executive talent. COMPENSATION OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER As Chairman and Chief Executive Officer, Mr. Blystone was compensated during 1997 in accordance with his New Employment Agreement, described on page _____. Pursuant to the Agreement, he was paid an annual base salary of $650,000 and earned a declared bonus of $1,911,820 under the EVA Plan, or 3.6195 times his Target Award of $528,200. This amount reflects the 7% fixed share of Excess EVA Improvement allocated to the CEO and the determination by the Compensation Committee that Mr. Blystone attained all of his personal performance goals for the year, which resulted in a paid bonus of $1,356,237 with the balance carried forward in his bonus bank. Mr. Blystone's 1995 Agreement provided for a term ending on January 31, 1999. Under the 1995 Agreement, if by October 31, 1998, the Company and Mr. Blystone failed to reach a mutually satisfactory employment agreement to commence on February 1, 1999, then Mr. Blystone would have been entitled to resign and receive the severance and other benefits provided under the 1995 Agreement as if his employment was involuntarily terminated by the Company. Taking into account Mr. Blystone's performance since joining the Company, the other opportunities that are likely to be available to Mr. Blystone in the interim period and the potential economic incentive that the 1995 Agreement might have created for Mr. Blystone to not reach a mutually satisfactory replacement agreement, the Committee determined in early 1997 to develop and offer to Mr. Blystone a new employment agreement to assure that he would remain with the Company on a long-term basis. The Committee obtained the recommendations of nationally-known consultants on executive compensation and designed an aggressive, retention-oriented compensation package to provide Mr. Blystone with a strong economic incentive to remain with the Company and to continue to drive significant growth in the Company's performance and shareholder value. On February 26, 1997, the Compensation Committee and the Board of Directors approved a new employment agreement for Mr. Blystone, effective as of January 1, 1997. The Committee believes that the retention-oriented combination of the size of the option award under the new agreement, its delayed vesting and premium exercise pricing, provides Mr. Blystone with an appropriately strong economic incentive to remain with the Company and to drive significant growth in shareholder value. While the Committee realizes that if Mr. Blystone is successful in doing so he will earn substantial compensation, such compensation will necessarily be accompanied by substantial long-term benefits for the Company's shareholders as well. The foregoing report has been approved by all members of the Committee. The Compensation Committee Frank A. Ehmann, Chairman J. Kermit Campbell Sarah R. Coffin David P. Williams PERFORMANCE GRAPH The following graph compares the cumulative total shareholder return on the SPX Common Stock for the last five fiscal years with the cumulative total return on the S&P 500 Composite Index, the S&P Auto Parts & Equipment Index, and the S&P Hardware & Tools Index over the same period (assuming the investment of $100 in each of the SPX Common Stock, the S&P 500 Index, the S&P Auto Parts & Equipment Index, and the S&P Hardware & Tools Index on December 31, 1992, and reinvestment of all dividends). The companies included in the S&P Auto Parts & Equipment Index are Cooper Tire & Rubber; Dana Corporation; Echlin Inc.; Goodyear Tire & Rubber; ITT Industries, Inc.; Snap-on Inc.; and TRW Inc. The companies included in the S&P Hardware & Tools Index are Black & Decker Corp. and Stanley Works. [OBJECT OMITTED]
- --------------------------------- ------------ ------------- ------------- ------------- ------------- ------------- 1992 1993 1994 1995 1996 1997 - --------------------------------- ------------ ------------- ------------- ------------- ------------- ------------- SPX Corporation 100.00 101.04 96.99 95.14 236.20 421.50 - --------------------------------- ------------ ------------- ------------- ------------- ------------- ------------- Auto Parts & Equipment 100.00 116.23 101.36 125.32 140.61 175.86 - --------------------------------- ------------ ------------- ------------- ------------- ------------- ------------- S&P 500 100.00 110.08 111.53 153.45 188.68 251.63 - --------------------------------- ------------ ------------- ------------- ------------- ------------- ------------- Hardware & Tools 100.00 113.56 111.11 162.83 152.91 234.52 - --------------------------------- ------------ ------------- ------------- ------------- ------------- -------------
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The members of the Compensation Committee during 1997 were Frank A. Ehmann (Chairman), J. Kermit Campbell, Sarah R. Coffin and David P. Williams. All Compensation Committee members are outside directors and no committee member is or has ever been an officer or employee of the Company. 1999 SHAREHOLDER PROPOSALS AND NOMINATING PROCEDURES Proposals of shareholders intended for inclusion in the Company's proxy statement relating to the 1999 Annual Meeting must be received at the Company's Principal Executive Offices (please address to the attention of the Corporate Secretary) not later than November 25, 1998. Any such proposal must comply with Rule 14a-8 of Regulation 14A of the proxy rules of the Securities and Exchange Commission. The By-Laws of the Company require that nominations for a director to be elected at the 1999 Annual Meeting, other than those made by the Board, be submitted to the Secretary of the Company not later than December 23, 1998. The By-Laws also require that notice of such nominations contain certain information regarding the nominee and certain information regarding the nominating shareholder. Any shareholder may obtain a copy of the applicable bylaw from the Secretary of the Company upon written request. RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS Arthur Andersen LLP, the company's independent auditors since 1952, has been appointed by the Board of Directors as the Company's independent auditors for the current year. Representatives of Arthur Andersen LLP are expected to be present at the Annual Meeting to be available to answer appropriate questions and to make a statement if they so desire. GENERAL The cost of preparing, assembling and mailing this Proxy Statement and accompanying papers will be borne by the Company. Solicitations will be made by mail but in some cases may also be made by telephone or personal call by officers, directors or regular employees of the Company, who will not be specially compensated for such solicitation. The Company has retained the Kissel-Blake Organization, Inc. to assist in the solicitation of proxies for a fee of $7,500 plus expenses. The entire cost of such solicitation will be borne by the Company, which will include the cost of supplying necessary additional copies of the solicitation materials for beneficial owners of shares held of record by brokers, dealers, banks and voting trustees, and their nominees and, upon request, the reasonable expenses of such record holders for completing the mailing of the solicitation materials to those beneficial owners. By Order of the Board of Directors, CHRISTOPHER J. KEARNEY Vice President, Secretary and General Counsel Muskegon, Michigan April __, 1998 BACK PAGE OF PROXY STATEMENT SPX CORPORATION SPX CORPORATION ANNUAL MEETING OF SHAREHOLDERS ANNUAL MEETING OF SHAREHOLDERS COMPANY HEADQUARTERS COMPANY HEADQUARTERS 700 TERRACE POINT DRIVE 700 TERRACE POINT DRIVE MUSKEGON, MICHIGAN 49440 MUSKEGON, MICHIGAN 49440 MAY 20, 1998 MAY 20, 1998 9:00 A.M. 9:00 A.M. ADMIT ONE ADMIT ONE PRELIMINARY COPY - NOT FOR USE A PROXY WILL BE PROVIDED WHEN A DEFINITIVE PROXY STATEMENT IS FURNISHED TO SHAREHOLDERS OF SPX CORPORATION PROXY THIS PROXY IS SOLICITED BY SPX CORPORATION FOR THE ANNUAL MEETING OF STOCKHOLDERS OF SPX CORPORATION The undersigned hereby appoints John B. Blystone, Patrick J. O'Leary and Christopher J. Kearney, and each or any of them, with full power of substitution, as his or her true and lawful agents and proxies ("Proxies") to represent the undersigned at the Annual Meeting of Shareholders of SPX Corporation ("SPX") to be held at SPX's headquarters, 700 Terrace Point Drive, Muskegon, Michigan, at 9:00 a.m. (Eastern Time) on May 20, 1998, and at any adjournments or postponements thereof, and authorizes said Proxies to vote all shares of SPX shown on the other side of this card with all the powers the undersigned would possess if personally thereat. THE PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED ON THE REVERSE SIDE. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE THREE NOMINEES, "FOR" THE ISSUANCE OF SHARES AND "FOR" ANY ADJOURNMENTS PROPOSED BY THE BOARD OF DIRECTORS OF SPX. THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE PROXY STATEMENT OF SPX DATED [ ] SOLICITING PROXIES FOR THE ANNUAL MEETING. All previous proxies given by the undersigned to vote at the Annual Meeting or at any adjournment or postponement thereof are hereby revoked. CONTINUED AND TO BE SIGNED ON REVERSE SIDE Please mark votes [ X ] as in this example. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" ITEMS 1, 2, 3 AND 4. 1. ELECTION OF DIRECTORS: SARAH R. COFFIN, CHARLES E. JOHNSON, II, AND DAVID P. WILLIAMS. [__] FOR ALL NOMINEES (EXCEPT AS [__] WITHHELD FOR ALL NOMINEES MARKED TO THE CONTRARY BELOW) WITHHELD FOR THE FOLLOWING NOMINEE(S) ONLY: WRITE NAME(S):______________ - --------------------------------------------------------------------------- 2. APPROVAL OF THE STOCK ISSUANCE PROPOSAL (AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT) [__] FOR [__] AGAINST 3. APPROVAL OF THE AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK OF THE COMPANY. [__] FOR [__] AGAINST 4. ADJOURNMENTS OF THE ANNUAL MEETING PROPOSED BY THE BOARD OF DIRECTORS OF SPX. [__] FOR [__] AGAINST [__] WILL ATTEND THE ANNUAL MEETING. PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREIN. WHEN SIGNING AS ATTORNEY, ADMINISTRATOR, EXECUTOR, GUARDIAN OR TRUSTEE, PLEASE GIVE YOUR FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN BY PRESIDENT OR OTHER AUTHORIZED OFFICER AND INDICATE TITLE. IF SHARES ARE REGISTERED IN THE NAMES OF JOINT TENANTS OR TRUSTEES, EACH TENANT OR TRUSTEE IS REQUIRED TO SIGN. SIGNATURE:___________________ DATE:_______________________ SIGNATURE:___________________ DATE:_______________________ PLEASE SIGN, DATE AND RETURN THIS PROXY CARD IN THE ENCLOSED ENVELOPE