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: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the [ ] Definitive Proxy Statement Commission Only (as Permitted [ X ] Definitive Additional Materials by Rule 14a-6(e)(2)) [ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12 - ------------------------------------------------------------------------------- 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: --------------------------------------------------------------- ------------- SPX CORPORATION ------------- SPX Corporation 700 Terrace Point Drive P.O. Box 3301 Muskegon, MI 49443-3301 USA Phone 616-724-5000 Fax 606-724-5720 May 9, 1998 Dear SPX Shareholder: The proxy materials that you received from SPX Corporation in connection with its May 20, 1998, Annual Meeting contain a number of proposals for consideration by the shareholders of SPX. One of those is a proposal that the corporation issue shares in connection with its exchange offer to acquire Echlin Inc. (Item #2 on your proxy card). As you probably know by now, SPX announced on Wednesday, May 6, that it was withdrawing its exchange offer for Echlin, because it was not in the best interests of SPX shareholders to compete with the terms of Dana's merger agreement with Echlin. Therefore, Item #2 is being withdrawn from consideration and there will be no need to vote on this item. Your Board of Directors still recommends that shareholders vote FOR the remaining items listed on the proxy card, including the proposal that the SPX certificate of incorporation be amended to increase the number of authorized shares of common stock from 50 million to 100 million shares. In particular, your support of this proposal will afford management the flexibility to seek other opportunities, which are in the shareholders' best interests. Institutional Shareholder Services, a leading shareholder research firm, has recommended a vote for this proposal. Please understand that your vote is crucial given that any amendment to SPX's certificate of incorporation requires approval of a majority of SPX's outstanding shares. Please sign, date and return your white proxy card promptly. Thank you for your consideration and we look forward to seeing you on May 20. Sincerely, SPX CORPORATION /s/ Christopher J. Kearney - ---------------------------------- Christopher J. Kearney Vice President, Secretary and General Counsel If you have any questions or require additional information, please contact: Kissel Blake, Inc. Charles A. Bowman Proxy Solicitor SPX Corporation (800) 554-7733 Phone: (616) 724-5194 E-mail: investor@spx.com