1
PROSPECTUS SUPPLEMENT NO. 3
$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, as supplemented June 6, 2001 and July 2, 2001, 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)
------------------------------------------- ---------------------- ------------- ------------------- --------------
Lehman Brothers Inc....................... $ 30,000,000 3.02 144,348 *
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)
------------------------------------------- ---------------------- ------------- ------------------- --------------
KBC Financial Products USA $ 4,500,000 * 21,652 *
Granville Capital Corporation $ 4,000,000 * 19,246 *
All other holders of LYONs or future
transferees, pledges, donees, assignees or
successors of any such holders (3) (4).. $ 156,489,000 15.73% 752,962 1.8%
-------------- ----- ------- ----
Total..................................... $ 994,750,000(5) 100% 4,786,339 5.1%
- ----------
* Less than one percent (1%).
(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 39,948,994
common shares outstanding as of June 29, 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 $799,761,000 aggregate principal amount at maturity of LYONs that
may be sold by other selling securityholders listed in the Selling
Securityholders table in the prospectus and the supplements dated June 6,
2001 and July 2, 2001.
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 July 18, 2001.
(TM)TRADEMARK OF MERRILL LYNCH & CO., INC.