SCHEDULE 14A INFORMATION
Proxy Statement Pursuant To Section 14(a) Of
The Securities Exchange Act Of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-12
SPX Corporation
--------------------------------------------------------
(Name of Registrant as Specified in its Charter)
N/A
--------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------
SPX Corporation shareholders are strongly advised to read the proxy
statement relating to SPX Corporation's 2005 annual meeting of shareholders
when it becomes available, as it will contain important information.
Shareholders will be able to obtain this proxy statement, any amendments or
supplements to the proxy statement and any other documents filed by SPX
Corporation with the Securities and Exchange Commission for free at the
Internet website maintained by the Securities and Exchange Commission at
www.sec.gov. In addition, SPX Corporation will mail the proxy statement to
each shareholder of record on the record date to be established for the
shareholders' meeting. Copies of the proxy statement and any amendments and
supplements to the proxy statement will also be available for free at SPX
Corporation's Internet website at www.spx.com or by writing to Investor
Relations, SPX Corporation, 13515 Ballantyne Corporate Place, Charlotte,
North Carolina 28277, telephone (704) 752-4400.
Participant Information
- -----------------------
In accordance with Rule 14a-12(a)(1)(i) of the Securities Exchange Act of
1934, as amended, the information concerning persons who may be deemed
participants is as follows:
SPX Corporation, its directors, and certain of its officers and employees
may be deemed to be participants in the solicitation of proxies in
connection with SPX Corporation's 2005 annual meeting of shareholders.
These persons may have interests in the solicitation by reason of their
beneficial ownership of shares of common stock of SPX Corporation and by
virtue of agreements and arrangements with SPX Corporation. The names of
the directors of SPX Corporation and each of the officers and employees of
SPX Corporation who may be deemed to be a participant in the solicitation
are listed below, together with the number (in parenthesis) of shares of
SPX Corporation common stock beneficially owned by each of these persons as
of December 8, 2004.
Directors:
Charles E. Johnson II (Chairman) (109,628 shares, including 38,760
indirectly held shares1 and options to purchase 28,496 shares); J. Kermit
Campbell (41,786 shares, including options to purchase 28,576 shares);
Sarah R. Coffin (39,392 shares, including options to purchase 33,612
shares); Emerson U. Fullwood (25,200 shares, including options to purchase
23,800 shares); and David P. Williams (42,452 shares, including options to
purchase 26,930 shares).
Officers:
Christopher J. Kearney (President and Chief Executive Officer) (511,205
shares, including 2,057 indirectly held shares2 and options to purchase
453,992 shares);
Patrick J. O'Leary (Executive Vice President, Chief Financial Officer and
Treasurer) (1,684,492 shares, including 2,820 indirectly held shares and
options to purchase 1,595,211 shares);
Jay Caraviello (Executive Vice President and Co-Chief Operating Officer)
(103,420 shares, including 420 indirectly held shares and options to purchase
78,000 shares);
Thomas J. Riordan (Executive Vice President and Co-Chief Operating Officer)
(554,697 shares, including 4,247 indirectly held shares and options to
purchase 462,766 shares); and
Robert B. Foreman (Senior Vice President, Human Resources) (425,034 shares,
including 1,683 indirectly held shares and options to purchase 387,962
shares).
- --------------------
1 Includes 38,760 shares owned by Mr. Johnson's wife.
2 Does not include 642 shares owned by Mr. Kearney's sons as to which Mr.
Kearney disclaims beneficial ownership.
At the 2005 annual meeting of shareholders, SPX Corporation's shareholders
will be entitled to vote for nominees to fill two seats on SPX Corporation's
board. The non-employee directors receive compensation from SPX Corporation
for their services as directors as described in the proxy statement relating
to SPX Corporation's 2004 annual meeting of shareholders. The compensation
and benefits of certain SPX Corporation executive officers are set out in the
company's 2004 proxy statement. In addition to the "change in control"
provisions applicable to executive officers described in the 2004 proxy
statement, SPX Corporation maintains severance and other benefit plans which
provide benefits to certain officers and employees or accelerated vesting of
equity compensation awards upon, or in certain circumstances following, a
"change in control" or upon an individual's termination of employment.