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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SPX CORPORATION STOCK OWNERSHIP PLAN TRUST
(Name of Issuer)
Common Stock, $10 par value
(Title of Class of Securities)
784635 10 4
(CUSIP Number)
Elizabeth E. Helwig, Assistant Vice President, Old Kent Bank and Trust
Company, One Vandenberg Center, Grand Rapids, MI 49503 (616)771-5893
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 17, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box _____.
Check the following box if a fee is being paid with the statement _____.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
CUSIP NO. 784635 10 4 13D
__________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SPX Corporation Stock Ownership Plan Trust
__________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ___
(b) ___
___________________________________________________________________________
3 SEC USE ONLY
___________________________________________________________________________
4 SOURCE OF FUNDS*
OO
___________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
___
___________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan
___________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES
___________________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
___________________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,718,424 (1) (Includes shares as to
which
WITH beneficial ownership is disclaimed)
___________________________________________________________________________
10 SHARED DISPOSITIVE POWER
___________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,718,424 (1) (Includes shares as to which beneficial ownership
is disclaimed)
___________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
_____
___________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.3%
___________________________________________________________________________
14 TYPE OF REPORTING PERSON
EP
___________________________________________________________________________
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(1) Under the terms of the instruments establishing the SPX Corporation
Stock Ownership Plan and Trust, the Trustee's dispositive authority
over the shares is subject to direction by the Committee appointed by
SPX Corporation to administer the Plan, unless any such direction
would cause the Trustee to violate its fiduciary duties. Accordingly,
the Trust and the Trustee have little, if any, practical power to
dispose of the shares that are the subject matter of this Statement.
See Item 5.
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SPX CORPORATION
STOCK OWNERSHIP PLAN TRUST
AMENDMENT NO. 1 TO SCHEDULE 13D
The SPX Corporation Stock Ownership Plan Trust (the "Trust"), by Old
Kent Bank and Trust Company, its Trustee (the "Trustee"), has filed this
Amendment No. 1 to Schedule 13D for the purpose of providing complete and
accurate public information. The Trust and the Trustee disclaim beneficial
ownership of the subject shares and hereby expressly declare that the
filing of this Amendment No. 1 to Schedule 13D shall not be construed as an
admission that either the Trust or the Trustee is, for the purpose of
Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the
beneficial owner of any securities covered by this Statement or required to
file this Statement.
This Amendment No. 1 is filed for the purpose of providing a periodic
update of the information previously reported and to report the appointment
of a successor trustee for the Trust. It should not be inferred from this
amendment that there has been a material change in the information
previously reported.
Although this Amendment No. 1 is filed to update only that information
required in response to Item 5 of Schedule 13D, the Schedule 13D, as
amended, is restated in its entirety pursuant to Item 101(a)(2)(ii) of
Regulation S-T. Previously filed paper exhibits are not refiled in
electronic format as part of this filing.
Item 1. Security and Issuer.
The class of equity securities to which this Statement relates is the
common stock, $10 par value per share (the "Common Stock") of SPX
Corporation, a Delaware corporation ("SPX" or the "Issuer"). The address
of the principal executive offices of the Issuer is 100 Terrace Plaza,
Muskegon, Michigan 49443.
Item 2. Identity and Background.
The person filing this Statement is the SPX Corporation Stock
Ownership Plan Trust (the "Trust"), which was created in connection with
the adoption of the SPX Corporation Stock Ownership Plan (the "Plan"), on
June 29, 1989, effective June 1, 1989. The Trust is maintained under the
SPX Corporation Stock Ownership Plan Trust Agreement dated June 29, 1989,
between SPX Corporation and Old Kent Bank and Trust Company as Trustee
("Trustee"). The Plan and Trust have been organized under the laws of the
State of Michigan.
The principal business of the Plan and Trust is to provide benefits to
qualified employees of SPX and their beneficiaries. The address of the
Plan and Trust and its principal place of business is c/o Old Kent Bank and
Trust Company, One Vandenberg Center, Grand Rapids, Michigan 49503. Old
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Kent Bank and Trust Company, a Michigan banking corporation, serves as
Trustee of the Trust. The address of the Trustee is One Vandenberg Center,
Grand Rapids, Michigan 49503.
Neither the Trust nor the Trustee have been, during the last five
years, convicted in a criminal proceeding, nor has either been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On June 29, 1989, the Trust purchased from SPX 1,746,725 shares of
common stock, $10 par value (the "Common Stock"), for a purchase price of
$28.625 per share. The actual number of shares will be adjusted based on
the determination of the final purchase price as set forth in Section 1.3
of Article I of the Stock Purchase Agreement, which is attached as an
exhibit to this Statement and is herein incorporated by reference. The
aggregate purchase price for the Common Stock was $50,000,000. The
purchase by the Trust was financed by the sale by the Trust of its
$50,000,000 8.54% Guaranteed Senior ESOP Notes due 2004 (the "ESOP Notes")
to qualified insurance company ESOP lenders.
Thirty-five Million Dollars of the funds used by the Trust to purchase
the Common Stock was obtained from The Prudential Insurance Company of
America and Pruco Life Insurance Company, through the execution of a Note
Purchase Agreement dated June 29, 1989, between those two entities, the
Trust, and SPX, and two 8.54% Series A Guaranteed Senior ESOP Notes Due
2004 also dated June 29, 1989. The ESOP Note designated No. A-1, in the
amount of $33,250,000, obligates the Trust to repay that amount, at an
8.54% annual interest rate, to the Prudential Insurance Company of America.
The ESOP Note designated No. A-2, in the amount of $1,750,000, obligates
the Trust to repay that amount, at an 8.54% annual interest rate, to the
Pruco Life Insurance Company. The remaining $15,000,000 of the funds used
by the Trust to purchase the Common Stock was obtained from the
Massachusetts Mutual Life Insurance Company, through the execution of a
Note Purchase Agreement dated June 29, 1989, between that company, the
Trust, and SPX, and two 8.54% Series B Guaranteed Senior ESOP Notes Due
2004, payable by the Trust to Massachusetts Mutual Life Insurance Company
in the respective amounts of $10,000,000 (ESOP Note No. B-1) and $5,000,000
(ESOP Note B-2).
The Trust's obligations on the ESOP Notes will be met by employer
contributions to the Plan made by SPX and from dividends paid on SPX Common
Stock held by the Trust. SPX is the unconditional guarantor of the ESOP
Notes, under the terms of each of the Note Purchase Agreements governing
the terms of the ESOP Notes. Copies of the Note Purchase Agreements and
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the ESOP Notes are attached as exhibits to this statement and are herein
incorporated by reference.
Item 4. Purpose of Transaction.
The purpose of the Plan and Trust in acquiring these securities of the
Issuer is to provide benefits for qualified employees of SPX and their
beneficiaries. The Plan creates a benefit for SPX employees that will
build up over the term of the employees' employment with SPX. The shares
of Common Stock purchased by the Trust are required to be distributed to
qualified employees of SPX and their beneficiaries in accordance with
Articles 5 through 7, pages 20 through 35, of the Plan, which is attached
as an exhibit to this Statement and is here incorporated by reference.
The purchase of the Common Stock by the Trust is part of a plan of
restructuring approved by the Board of Directors of SPX on March 5, 1989,
described in the Form 10-K Annual Report for SPX Corporation filed with the
Securities and Exchange Commission for the fiscal year ended December 31,
1988. SPX intends to use the proceeds from the sale of the Common Stock to
the Trust to repurchase shares of the Company's Common Stock on the open
market.
The reporting person has no plan or proposal which relates to or would
result in an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the issuer or any of its
subsidiaries. The reporting person has no plan or proposal which relates
to or would result in: a sale or transfer of a material amount of assets
of the issuer or of any of its subsidiaries; any change in the present
board of directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; any material change in the present capitalization
or dividend policy of the Issuer; or any other material change in the
Issuer's business or corporate structure. The reporting person has no plan
or proposal which relates to or would result in: changes in the Issuer's
charter, bylaws, or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by any persons;
causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of the Registered National Securities
Association; a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or any actions similar to any of those
enumerated above.
Item 5. Interest in Securities of the Issuer.
As of April 28, 1994, the Trust held 1,718,424 shares of Common Stock.
The number of shares of Common Stock held by the Trust represents 12.3% of
the total number of shares of Common Stock outstanding based on the
13,940,306 shares of Common Stock of SPX reported as outstanding as of
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March 15, 1994 by SPX in its Annual Report on Form 10-K for its fiscal year
ended December 31, 1993.
The Trustee is required to vote all shares of stock of the Issuer held
by the Plan and Trust in accordance with directions received from
participants in the Plan. Each Plan participant has the right to direct
the Trustee as to the manner in which all SPX stock allocated to the
participant's account shall be voted. In lieu of voting participants'
fractional shares as instructed by the participants, the Trustee may vote
the combined fractional shares of Common Stock to reflect to the extent
possible the directions of participants with allocated fractional shares.
All shares of allocated stock for which directions are not received, and
all unallocated shares of SPX stock held by the Plan, are required to be
voted in the same proportions in which the participants who directed the
Trustee to vote directed the vote of their allocated shares. The method by
which participants can direct the voting of shares is specified in Section
8.7 of the Plan, pages 12 through 45, and in Section 4.02 of the Trust,
pages 6 through 7, which documents are attached as exhibits to this
Statement and are herein incorporated by reference.
The Trustee has sole and complete authority and responsibility for the
investment, management, and control of the assets held by the Trust other
than the Common Stock. With respect to the Common Stock, the Trustee can
acquire, retain, and dispose of the Common Stock only pursuant to the
directions of the Committee appointed by SPX to administer the Plan, to the
extent such directions do not cause the Trustee to violate any fiduciary
duty. For this reason, although the Trust is reporting for the purposes of
this Statement that it has sole dispositive power over those shares, the
Trust has as a practical matter little, if any, power to dispose of the
shares. In the event of a tender offer for shares of SPX Common Stock, the
Trustee has no power to dispose of stock held by the Plan and Trust, except
to carry out the exclusive directions of Plan participants.
During the 60 days preceding April 29, 1994, the Trustee did not effect
any transaction in Common Stock. No other person is known to have the right
to receive, the power to direct the receipt of dividends from, or the power
to direct the proceeds from the sale of, such securities, other than the
beneficiaries of the Plan.
Old Kent Bank and Trust Company has been replaced by a successor
trustee and will no longer serve as Trustee of the Trust. In connection
with the appointment of the successor trustee, on February 17, 1994, the
Trustee transferred 1,714,382 shares of Common Stock to the successor
trustee. On that date, Old Kent Bank and Trust Company ceased to hold more
than 5% of the total number of outstanding shares of Common Stock of SPX as
Trustee of the Trust. The Trust, however, continues to hold 12.3% of the
total number of outstanding shares of SPX Common Stock.
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Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities
of the Issuer.
The reporting person has not entered into any contracts, arrangements,
understandings or relationships (legal or otherwise) with any other person
with respect to the securities of SPX, other than the Plan, the Trust, the
ESOP Notes, and the Note Purchase Agreements, attached to this Statement as
exhibits and herein incorporated by reference.
Item 7. Material to be Filed as Exhibits.
The following documents are attached as Exhibits:
Exhibit A - SPX Corporation Stock Ownership Plan.
Exhibit B - SPX Corporation Stock Ownership Plan Trust Agreement.
Exhibit C - Stock Purchase Agreement dated June 29, 1989, between
SPX Corporation and Old Kent Bank and Trust Company as Trustee of
the SPX Corporation Stock Ownership Trust.
Exhibit D - Note Purchase Agreement dated June 29, 1989, between
SPX Corporation, the SPX Corporation Stock Ownership Plan Trust,
the Prudential Insurance Company of America, and Pruco Life
Insurance Company.
Exhibit E - Note Purchase Agreement dated June 29, 1989, between
SPX Corporation, the SPX Corporation Stock Ownership Plan Trust,
and Massachusetts Mutual Life Insurance Company.
Exhibit F - SPX Corporation Stock Ownership Plan Trust of the SPX
Corporation Stock Ownership Plan 8.54% Series A Guaranteed Senior
ESOP Note Due 2004 No. A-1.
Exhibit G - SPX Corporation Stock Ownership Plan Trust of the SPX
Corporation Stock Ownership Plan 8.54% Series A Guaranteed Senior
ESOP Note Due 2004 No. A-2.
Exhibit H - SPX Corporation Stock Ownership Plan Trust of the SPX
Corporation Stock Ownership 8.54% Series A Guaranteed Senior ESOP
Note Due 2004 No. B-1.
Exhibit I - SPX Corporation Stock Ownership Plan Trust of the SPX
Corporation Stock Ownership Plan 8.54% Series A Guaranteed Senior
ESOP Note Due 2004 No. B-2.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete
and correct.
SPX CORPORATION STOCK OWNERSHIP PLAN TRUST
By Old Kent Bank and Trust Company, Trustee
Dated: May 2, 1994 s/ Elizabeth E. Helwig
___________________________________________________
Elizabeth E. Helwig
Assistant Vice President
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