PROSPECTUS SUPPLEMENT NO. 5
$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, July 2, 2001, July
18, 2001 and August 30, 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)
------------------------------------------- ------------------------ -------------- ------------------- --------------
Nations Convertible Securities Fund....... $ 9,500,000 * 45,710 *
J.P. Morgan Securities Inc................ $ 5,000,000 * 24,058 *
Forest Global Convertible Fund............ $ 3,710,000 * 17,851 *
Pacific Life Insurance Company............ $ 1,000,000 * 4,811 *
Forest Fulcrum Fund LP.................... $ 625,000 * 3,007 *
Convertible Securities Fund............... $ 380,000 * 1,828 *
Sylvan IMA LTD c/o Forest Investment
Management LLC............................ $ 300,000 * 1,443 *
LLT LTD c/o Forest Investment Management LLC $ 200,000 * 962 *
Zurich HFR Master Hedge Fund c/o Forest
Investment Management LLC................. $ 100,000 * 481 *
Forest Alternative Strategies Fund II LP.. $ 50,000 * 240 *
RBC Capital Service c/o Forest Investment
Management LLC............................ $ 15,000 * 72 *
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)
------------------------------------------- ------------------------ -------------- ------------------- --------------
All other holders of LYONs or future
transferees, pledges, donees, assignees or
successors of any such holders (3) (4).. $ 78,131,000 7.85% 375,935 *
------------- ---- ------- -
Total..................................... $ 994,750,000(5) 100% 4,786,339 10.67%
----------
* 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
40,075,136 common shares outstanding as of September 21, 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 $895,739,000 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, July 2, 2001, July 18, 2001 and August 30, 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 October 11, 2001.
(TM)TRADEMARK OF MERRILL LYNCH & CO., INC.
