PROSPECTUS SUPPLEMENT NO. 5
$415,000,000
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 December
3, 2001 of SPX Corporation, as supplemented December 13, 2001, December 27,
2001, January 11, 2002 and March 27, 2002, 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 $415,000,000 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 44 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 OUTSTANDING THAT MAY BE OUTSTANDING(3)
- ----------------------------------------- SOLD(1) SOLD(2)
------- -------
KBC Financial Products (Cayman Island) $ 35,000,000 8.43% 155,029 *
Limited
BMO Nesbitt Burns Inc $ 2,000,000 * 8,858 *
San Paolo WM Luxembourg S.A. on $ 100,000 * 442 *
behalf of San Paolo International fund
* Less than one percent (1%).
(1) Amounts indicated may be in excess of the total amount registered due to
sales or transfers exempt from the registration requirements of the
Securities Act since the date upon which the selling securityholders
provided to us the information regarding their LYONs.
(2) Assumes conversion of all of the holder's LYONs at a conversion rate of
4.4294 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.
(3) Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using
40,861,085 common shares outstanding as of August 12, 2002. 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.
Investing in the LYONs involves risks that are described in the "Risk
Factors" section beginning on page 11 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.
(TM)TRADEMARK OF MERRILL LYNCH & CO., INC.
The date of this prospectus supplement is August 23, 2002
