SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 6, 2002 SPX CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 1-6498 38-1016240 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 13515 Ballantyne Corporate Place Charlotte, North Carolina 28277 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (704) 752-4400
Item 5. Other Events. On December 6, 2002, we issued two press releases, which are filed as Exhibits 99.1 and 99.2 hereto and incorporated herein by reference. These press releases relate to (i) our announced offering of senior unsecured notes and the filing of a prospectus supplement relating thereto, and (ii) the expected amendment to our senior credit facility. The preliminary prospectus supplement relating to the offering, as well as SPX's Internet home page, contains updated financial and other information regarding SPX. Item 7. Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release issued December 6, 2002 announcing Offering of Senior Unsecured Notes. 99.2 Press Release issued December 6, 2002 announcing Expected Amendment to Senior Credit Facility
SIGNATURE 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. SPX CORPORATION By: /s/ Christopher J. Kearney ---------------------------------------------- Christopher J. Kearney Vice President, Secretary, and General Counsel Date: December 6, 2002 S-1
EXHIBIT INDEX Exhibit Number Description - ------- ----------- 99.1 Press Release issued December 6, 2002 announcing Offering of Senior Unsecured Notes. 99.2 Press Release issued December 6, 2002 announcing Expected Amendment to Senior Credit Facility E-1
Exhibit 99.1 Contact: Charles A. Bowman 704-752-4452 E-mail: investor@spx.com SPX CORPORATION ANNOUNCES OFFERING OF $250 MILLION OF SENIOR UNSECURED NOTES CHARLOTTE, NC -- December 6, 2002 -- SPX Corporation (NYSE:SPW) has announced that it will file today with the Securities and Exchange Commission a preliminary prospectus supplement relating to a new issue by SPX Corporation of $250 million aggregate principal amount of senior unsecured ten-year notes under SPX's existing base shelf prospectus. SPX intends to use the net proceeds from the offering, together with available cash and borrowings under a proposed refinancing of its senior credit facility, to refinance the Tranche A term loan of its senior credit facility, reduce the amount of the Tranche B and C term loans of its senior credit facility and for general corporate purposes, including the possible repayment of debt. The offering will be managed by a group led by J.P. Morgan Securities Inc. and other institutions. The preliminary prospectus supplement relating to this offering, as well as SPX's Internet home page, contains updated financial and other information regarding SPX. A copy of the preliminary prospectus supplement and related base shelf prospectus may be obtained from J.P. Morgan Securities Inc. at 34 Exchange Place, Plaza 2, 4th Floor, Jersey City, New Jersey 07311, Attention: Prospectus Department, Facsimile: (201) 524-8072. These documents are being filed today with the Securities and Exchange Commission and will also be available over the Internet from the SEC's website at http://www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which the offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Any offering will be made only by means of a prospectus supplement and related base prospectus. 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.
Exhibit 99.2 Contact: Charles A. Bowman 704-752-4452 E-mail: investor@spx.com SPX CORPORATION EXPECTS TO AMEND SENIOR CREDIT FACILITY CHARLOTTE, NC - December 6, 2002 - SPX Corporation (NYSE:SPW) today announced that it expects to amend its senior secured credit facility. It is expected that upon completion, the total balance outstanding will be reduced by up to $187 million and all maturity dates will be extended to March 2008 or later. The transaction is expected to close on or before December 27, 2002. However, there can be no assurance that the amendment will be completed by this date or under the terms described in this press release. The expected changes to the agreement include: . Refinancing the Tranche A term loan, extending the maturity from September 2004 to March 2008 and reducing the outstanding balance by up to $87 million. . Reducing the Tranche B and C term loans by an aggregate of $100 million. . Refinancing the company's revolving portion of the senior credit facility, extending the maturity from September 2004 to March 2008 and reducing the capacity from $600 million to $500 million. 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. Certain statements in this press release are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. Please refer to the company's public filings for discussion of certain important factors that relate to forward-looking statements contained in this press release. The words "believe," "expect," "anticipate," "estimate," "guidance," "target" and similar expressions identify forward-looking statements. Although the company believes that the expectations reflected in its forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct.