SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 24, 2001
SPX CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-6948 38-1016240
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(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction Identification No.)
of Incorporation)
700 Terrace Point Drive
Muskegon, Michigan 49443-3301
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(Address of Principal Executive Offices)
(Zip Code)
(231) 724-5000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former name or address, if changed from last report)
Item 2: Acquisition or Disposition of Assets
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On May 24, 2001, United Dominion Industries Limited ("UDI") was
amalgamated with a subsidiary of SPX Corporation ("SPX"). SPX issued a
press release on May 24, 2001 announcing the completion of the
amalgamation. A copy of the press release is attached hereto as Exhibit
99.1
Shareholders of UDI received approximately 9.385 million shares
of SPX's common stock as consideration for their shares of common stock of
UDI. The amount of consideration was determined as a result of negotiations
between SPX and UDI.
UDI's assets include plants, equipment and other physical
property. The business that UDI conducts is the manufacture of proprietary
engineered products for sale primarily to industrial and commercial markets
worldwide. SPX 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 7. Financial Statements and Exhibits.
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(a) Financial statements of businesses acquired:
UDI's audited consolidated financial statements as at December
31, 2000 and 1999 and the related consolidated statements of
income, cash flow and changes in shareholders' equity for each of
the years in the three-year period ended December 31, 2000,
together with the report of KPMG LLP, independent auditors, on
such financial statements are incorporated by reference from
SPX's Current Report on Form 8-K filed on April 13, 2001.
(b) Pro forma financial information:
The pro forma financial information required to be filed will be
filed not later than 60 days after the date that this Current
Report on Form 8-K is required to be filed.
(c) Exhibits:
Exhibit 23.1 Consent of KPMG LLP.
Exhibit 99.1 Press release of SPX Corporation dated May 24, 2001.
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.
Date: June 6, 2001
SPX CORPORATION
By: /s/ Christopher J. Kearney
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Christopher J. Kearney
Vice President, Secretary and General Counsel
EXHIBIT INDEX
Exhibit No. Exhibit
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Exhibit 23.1 Consent of KPMG LLP.
Exhibit 99.1 Press release of SPX Corporation dated May 24, 2001.
Exhibit 23.1
Consent Of Independent Auditors
The Board of Directors
SPX Corporation
We consent to the incorporation by reference in the Form 8-K dated June 6,
2001, of SPX Corporation of our report dated January 25, 2001, except as to
note 14 which is as of March 11, 2001, with respect to the consolidated
statements of financial position of United Dominion Industries Limited as
at December 31, 2000 and 1999 and the related consolidated statements of
income, cash flows and changes in shareholders' equity for each of the
years in the three-year period ended December 31, 2000, which report is
included in the December 31, 2000 Annual Report to Shareholders of United
Dominion Industries Limited filed as Exhibit 23.1 to such annual report on
Form 40-F of United Dominion Industries Limited, which report also appears
in Form 8-K dated April 13, 2001, filed by SPX Corporation.
/s/ KPMG LLP
Chartered Accountants
Toronto, Canada
June 6, 2001
Exhibit 99.1
SPX COMPLETES ACQUISITION OF UNITED DOMINION INDUSTRIES
MUSKEGON, Mich., May 24 -- SPX Corporation (NYSE: SPW) today announced that
it has completed the previously announced acquisition of United Dominion
Industries Limited (NYSE: UDI; TSE).
John B. Blystone, Chairman, President and Chief Executive Officer of SPX
Corporation said, "We are very excited about combining SPX and United
Dominion Industries. The addition of these businesses broadens and
strengthens SPX's portfolio of industrial and technical businesses and
provides us with enhanced value-creation opportunities."
"We will apply our proven Value Improvement Process(R) to these new
businesses to 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."
SPX Corporation is a global provider of technical products and systems,
industrial products and services, flow technology and service solutions.
The Internet address for SPX Corporation's home page is www.spx.com.