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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): October 6, 1998
SPX Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-6948 38-1016240
(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
700 Terrace Point Drive, Muskegon, Michigan 49443-3301
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (616) 724-5000
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 6, 1998, General Signal Corporation, a New York
corporation ("General Signal"), merged into SAC Corp., a Delaware
corporation and a wholly owned subsidiary of SPX Corporation (the
"Registrant"), with SAC Corp., the surviving corporation, changing its name
immediately following the merger to General Signal Corporation. The
Registrant and General Signal issued a joint press release on October 6,
1998 announcing the consummation of the merger. A copy of the joint press
release is attached hereto as Exhibit 99.1.
As a result of the merger, the Registrant provided aggregate
consideration of approximately $784.115 million in cash and 18.236 million
shares of common stock, par value $10.00 per share, of the Registrant in
exchange for all of the outstanding shares of common stock, par value $1.00
per share, of General Signal. The amount of consideration was determined as
a result of negotiation between the Registrant and General Signal.
Messrs. H. Kent Bowen and Emerson U. Fullwood, directors of
General Signal prior to the merger, were appointed to the Board of
Directors of the Registrant effective as of October 6, 1998.
Funds used for the payment of the merger consideration were
provided pursuant to a Credit Agreement, dated as of October 6, 1998, among
the Registrant, 57 Lenders party thereto and The Chase Manhattan Bank, as
Administrative Agent, providing for credit facilities of up to $1.65
billion.
General Signal's assets include plants, equipment and other
physical property. The business conducted is the manufacture of equipment
for the Process Controls, Electrical Controls and Industrial Technology
industries. Key products include (i) with respect to the Process Controls
industry, mixers; valves for municipal water supply and wastewater
treatment, pulp, paper, food, pharmaceutical and chemical manufacturing;
ultra low-temperature freezers for life science research; and furnaces;
(ii) with respect to the Electrical Controls industry, uninterruptible
power supply equipment, power transformers and fire detection systems; and
(iii) with respect to the Industrial Technology industry, auto and bicycle
components, data networking equipment and fare collection and vending
equipment. The Registrant intends to operate the assets acquired as
previously operated; provided, however, that changing business conditions
or strategic plans may lead to changes in operations in the future.
Item 5. OTHER EVENTS
The results of the merger consideration election and the
proration of the cash election and the mixed election were disclosed in a
press release issued October 8, 1998, a copy of which is attached hereto as
Exhibit 99.2 and incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(a) Financial Statements
Financial statements for General Signal are not included in
this Current Report on Form 8-K. The Registrant will file
such financial statements by December 8, 1998.
(b) Pro Forma Financial Information
Pro forma financial information for General Signal is not
included in this Current Report on Form 8-K. The Registrant
will file such pro forma financial information by December
8, 1998.
(c) Exhibits
Exhibit 2 Agreement and Plan of Merger, dated as of
July 19, 1998, among SPX Corporation, SAC
Corp. and General Signal Corporation
(incorporated by reference from the
Registrant's Registration Statement on Form
S-4 (File No. 333-60853))
Exhibit 99.1 Joint Press Release, dated October 6, 1998,
issued by SPX Corporation and General Signal
Corporation.
Exhibit 99.2 Press Release, dated October 8, 1998, issued
by SPX Corporation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
SPX CORPORATION
(Registrant)
By: /s/Christopher J. Kearney
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Christopher J. Kearney
Vice President, Secretary
and General Counsel
Date: October 9, 1998
Contact: Charles A. Bowman
616-724-5194
E-mail: investor@spx.com
SPX CORPORATION COMPLETES GENERAL SIGNAL MERGER
MUSKEGON, MI - October 6, 1998 - SPX Corporation (NYSE:SPW) today
announced that the merger with General Signal Corporation has been
completed (NYSE:GSX).
John B. Blystone, Chairman, President and Chief Executive Officer
of SPX Corporation said, "We are very excited about combining SPX and
General Signal to create a strong industrial and vehicle solutions company.
Our leadership team will apply its proven Value Improvement Process(TM) to
reduce corporate costs, achieve operating efficiencies, enhance
productivity, extend EVA-based compensation and improve customer quality
and service. We're confident that we can achieve superior growth and
profitability for the combined company and create value for our
shareholders."
Based on preliminary results, the cash election was
oversubscribed. However, the exact ratio of cash and stock that will be
received by General Signal shareholders which elected to receive cash or a
combination of cash and stock will not be determined until after the
October 7 deadline for elections made by guaranteed delivery.
SPX Corporation is a global provider of industrial and vehicle
solutions including process and electrical controls, network technologies,
service solutions to franchised vehicle dealers, and components and service
support to vehicle manufacturers. The Internet address for SPX
Corporation's home page is www.spx.com.
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Contact: Charles A. Bowman
616-724-5194
E-mail: investor@spx.com
SPX CORPORATION ANNOUNCES RESULTS OF MERGER
CONSIDERATION ELECTIONS IN THE GENERAL SIGNAL MERGER
MUSKEGON, MI - October 8, 1998 - SPX Corporation (NYSE:SPW) has
been informed by the Exchange Agent that the General Signal shareholder
elections as to the form of merger consideration in connection with the
merger of General Signal Corporation into a subsidiary of SPX were as
follows:
Cash: 33,945,564 shares of General Signal
Stock: 6,724,284 shares of General Signal
Mixed Election: 396,620 shares of General Signal
Non-Election: 2,495,473 shares of General Signal
Under the terms of the merger agreement, an aggregate of 60% of
the shares of common stock of General Signal will be exchanged for shares
of common stock of SPX Corporation at a ratio of 0.6977 of an SPX share per
General Signal share, and an aggregate of 40% of the shares of common stock
of General Signal will be exchanged for $45 per General Signal share in
cash. As a result of the elections, the merger consideration will be paid
as follows:
- Cash election: approximately 0.341226 of an SPX share and
$22.99 in cash for each General Signal share.
- Mixed election: approximately 0.555110 of an SPX share and
$9.20 in cash for each General Signal share.
- Stock election and non-election: 0.6977 of an SPX share for
each General Signal share.
Approximately 18.2 million shares of SPX common stock and $784.1
million in cash will be paid in total to General Signal shareholders.
Fractional shares will be paid in cash based on the $47 1/4 closing price
of an SPX share on October 5, the day before the merger.
SPX Corporation is a global provider of industrial and vehicle
solutions including process and electrical controls, network technologies,
service solutions to franchised vehicle dealers, and components and service
support to vehicle manufacturers. The Internet address for SPX
Corporation's home page is www.spx.com.
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