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UNITED STATES
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): February 4, 2005
SPX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-6948 38-1016240
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification No.)
organization)
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
NOT APPLICABLE
(Former name or former address if changed since last)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 7.01. REGULATION FD DISCLOSURE.
On February 4, 2005, SPX Corporation issued a press release announcing that
it has commenced a cash tender offer and consent solicitation for its 6 1/4%
Senior Notes due 2011 and its 7 1/2% Senior Notes due 2013. The press
release is attached as Exhibit 99.1 hereto and incorporated herein by
reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is filed herewith:
Exhibit
Number Description
- ------- -----------
99.1 Press Release issued February 4, 2005
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
Date: February 4, 2005 By:/s/ Patrick J. O'Leary
--------------------------------
Patrick J. O'Leary
Executive Vice President, Treasurer
and Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
99.1 Press Release issued February 4, 2005
[GRAPHIC OMITTED: SPX LOGO]
Contact: Jeremy W. Smeltser (Investors)
704-752-4478
E-mail: investor@spx.com
Tina Betlejewski (Media)
704-752-4454
E-mail: spx@spx.com
SPX CORPORATION ANNOUNCES CASH TENDER OFFERS
FOR ITS 6 1/4% SENIOR NOTES DUE 2011 AND 7 1/2% SENIOR NOTES DUE 2013
CHARLOTTE, NC - February 4, 2005 - SPX Corporation (NYSE: SPW), today
announced that it has commenced cash tender offers to purchase any and all
of the outstanding 6 1/4% Senior Notes due 2011 and 7 1/2% Senior Notes due
2013 (collectively, the "Notes"), as well as related consent solicitations
to amend the indenture governing each series of Notes.
The total consideration to be paid for each validly tendered 6 1/4%
Senior Note due 2011 will be based on a fixed spread of 75 basis points
over the yield to maturity of the 5% U.S. Treasury Note due February 15,
2011. The total consideration to be paid for each validly tendered 7 1/2%
Senior Note due 2013 will be based on a fixed spread of 100 basis points
over the yield to maturity of the 3% U.S. Treasury Note due November 15,
2007. The foregoing amounts in each case will include a consent payment of
$30 per $1,000 principal amount of the Notes if the Notes are tendered on
or prior to the consent time. The yield to maturity of the reference U.S.
Treasury Notes used in the fixed spread formulas will be set at 2 p.m., New
York City time, on March 3, 2005, unless the offers are extended.
The consent solicitations will expire at 5:00 p.m., New York City
time, on February 17, 2005, unless extended. The tender offers will expire
at 5:00 p.m., New York City time, on March 7, 2005, unless extended. The
tender offers and consent solicitations are made upon the terms and
conditions set forth in the Offer to Purchase and Consent Solicitation
Statement, dated February 4, 2005, and the related Consent and Letter of
Transmittal. Holders who tender their Notes pursuant to the offers will be
required to consent to the proposed amendments. Holders who tender their
Notes after the consent time will not be entitled to receive the consent
payment. The offer is subject to the satisfaction of certain conditions,
including closing of the sale of SPX Corporation's Edwards Systems
Technology business, and receipt of consents in respect of the requisite
principal amount of Notes. The purpose of the consent solicitations is to,
among other things, eliminate substantially all of the restrictive
covenants and certain of the default provisions contained in the indenture
governing the Notes.
The tender offer documents are being distributed to holders beginning
today. J.P. Morgan Securities Inc. is the Lead Dealer Manager for the
offers and Lead Solicitation Agent for the consent solicitations and can be
contacted at (212) 834-3424 (collect) or (866) 834-4666 (toll free). Global
Bondholder Services Corporation is the Information Agent and can be
contacted at (212) 430-3774 (collect) or (866) 387-1500 (toll free).
SPX Corporation is a global provider of technical products and
systems, industrial products and services, flow technology, cooling
technologies and services, and service solutions. The Internet address for
SPX Corporation's home page is www.spx.com.
Certain statements in this press release may be 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 our public filings for a 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.
THIS COMMUNICATION IS FOR INFORMATIONAL PURPOSES ONLY. IT IS NOT
INTENDED AS AN OFFER OR SOLICITATION FOR THE PURCHASE OR SALE OF ANY
FINANCIAL INSTRUMENT OR AS AN OFFICIAL CONFIRMATION OF ANY TRANSACTION. ANY
COMMENTS OR STATEMENTS MADE HEREIN DO NOT NECESSARILY REFLECT THOSE OF J.P.
MORGAN SECURITIES INC., MITSUBISHI SECURITIES (USA), INC., SCOTIA CAPITAL
(USA) INC., GLOBAL BONDHOLDER SERVICES CORPORATION, OR THEIR RESPECTIVE
SUBSIDIARIES AND AFFILIATES.
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.
SPX Corporation, its executive officers and directors may be deemed to
be participants in the solicitation of proxies for SPX Corporation's 2005
annual meeting of shareholders. Information regarding these participants is
contained in a filing under Rule 14a-12 filed by SPX Corporation with the
Securities and Exchange Commission on February 2, 2005.
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