1 Filed Pursuant to Rule 424(b)(3) PROSPECTUS SUPPLEMENT NO. 1 Registration No. 333-56364 $994,750,000 SPX CORPORATION LIQUID YIELD OPTION(TM) NOTES DUE 2021 (ZERO COUPON-SENIOR) AND COMMON SHARES ISSUABLE UPON CONVERSION AND/OR PURCHASE OF THE LYONS This prospectus supplement supplements the prospectus dated May 10, 2001 of SPX Corporation relating to the sale by certain of our securityholders (including their pledgees, donees, assignees, transferees, successors and others who later hold any of our securityholders' interests) of up to $994,750,000 aggregate principal amount at maturity of LYONs and the common shares issuable upon conversion, and/or purchase by us, of the LYONs. You should read this prospectus supplement in conjunction with the prospectus, and this prospectus supplement is qualified by reference to the prospectus, except to the extent that the information in this prospectus supplement supersedes the information contained in the prospectus. Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the prospectus. The table of Selling Securityholders contained on page 53 of the prospectus is hereby amended to add the entities who are named below as selling securityholders. AGGREGATE PRINCIPAL PERCENTAGE OF NUMBER OF PERCENTAGE OF AMOUNT AT MATURITY OF LYONS COMMON SHARES COMMON SHARES NAME LYONS THAT MAY BE SOLD OUTSTANDING THAT MAY BE SOLD(1) OUTSTANDING(2) - ------------------------------------------- ---------------------- ------------- ------------------- --------------- Deutsche Bank Alex Brown Inc. $276,200,000 27.8 1,328,963 4.2 First Union Securities Inc./BK Trading $ 23,000,000 2.3 110,666 * Banc of America Securities LLC $ 6,000,000 * 28,869 * McMahan Securities Co. L.P. $ 200,000 * 962 * Additionally, the following represents updated information regarding the selling securityholders listed in the Selling Securityholders table in the prospectus: AGGREGATE PRINCIPAL PERCENTAGE OF NUMBER OF PERCENTAGE OF AMOUNT AT MATURITY OF LYONS COMMON SHARES COMMON SHARES NAME LYONS THAT MAY BE SOLD OUTSTANDING THAT MAY BE SOLD(1) OUTSTANDING(2) - -------------------------------------------- ---------------------- ------------- ------------------- --------------- Merrill Lynch International Limited $ 9,580,000 1.0 46,095 * Chrysler Corporation Master Retirement Trust $ 5,035,000 * 24,226 * State of Connecticut Combined Investment Funds $ 4,630,000 * 22,277 * OCM Convertible Trust $ 3,455,000 * 16,624 * State Employees' Retirement Fund of the State of Delaware $ 2,140,000 * 10,296 * Delta Air Lines Master Trust (c/o Oaktree Capital Management, LLC) $ 1,445,000 * 6,952 * Worldwide Transactions Ltd. $ 1,262,000 * 6,072 * Partner Reinsurance Company Ltd. $ 840,000 * 40,041 * Delta Pilots D & S Trust $ 710,000 * 3,416 * Motion Picture Industry Health Plan -- Active Member Fund $ 495,000 * 2,381 * Motion Picture Industry Health Plan -- Retiree Member Fund $ 250,000 * 1,202 * All other holders of LYONs or future transferees, pledges, donees, assignees or successors of any such holders (3) (4) $316,581,000 31.8% 1,523,261 4.8% ------------ ----------- ------------ ------------ Total $994,750,000(5) 100% 4,786,339 13.6% - ------------ * Less than one percent (1%). 1
2 (1) Assumes conversion of all of the holder's LYONs at a conversion rate of 4.8116 common shares per $1,000 principal amount at maturity of the LYONs. This conversion rate is subject to adjustment, however, as described under "Description of the LYONs -- Conversion Rights." As a result, the number of common shares issuable upon conversion of the LYONs may increase or decrease in the future. Does not include common shares that may be issued by us upon purchase of LYONs by us at the option of the holder. (2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using 30,465,781 common shares outstanding as of April 20, 2001. In calculating this amount for each holder, we treated as outstanding the number of common shares issuable upon conversion of all of that holder's LYONs, but we did not assume conversion of any other holder's LYONs. Does not include common shares that may be issued by us upon purchase of LYONs by us at the option of the holder. (3) Information about other selling securityholders will be set forth in prospectus supplements, if required. (4) Assumes that any other holders of LYONs, or any future pledgees, donees, assignees, transferees or successors of or from any such other holders of LYONs, do not beneficially own any common shares other than the common shares issuable upon conversion of the LYONs at the initial conversion rate. (5) Includes $342,927,000 aggregate principal amount at maturity of LYONs that may be sold by other selling securityholders listed in the Selling Securityholders table in the prospectus. Investing in the LYONs involves risks that are described in the "Risk Factors" section beginning on page 8 of the prospectus. Neither the Securities and Exchange Commission, any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is June 7, 2001. (TM)TRADEMARK OF MERRILL LYNCH & CO., INC. 2