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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 18, 2005
SPX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-6948 38-1016240
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
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 18, 2005, SPX Corporation issued a press release announcing an
amendment to its 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 18, 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 18, 2005 By: /s/ Patrick 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 18, 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 AMENDMENT TO ITS CASH TENDER
OFFERS FOR ITS 6 1/4% SENIOR NOTES DUE 2011
AND 7 1/2% SENIOR NOTES DUE 2013
CHARLOTTE, NC - February 18, 2005 - SPX Corporation (NYSE: SPW), today
announced that it amended certain of the terms of its pending tender offers
for its 7 1/2% Senior Notes due 2013 (the "7 1/2% Senior Notes") and for its
6 1/4% Senior Notes due 2011 (the "6 1/4% Senior Notes") (collectively the
"Notes").
As part of the amendment, SPX amended the pricing with respect to each
of the tender offers for the 7 1/2% Senior Notes and the 6 1/4% Senior Notes.
Accordingly, holders who tender their 7 1/2% Senior Notes at or prior to
5:00 p.m., New York City time, on March 7, 2005 will receive the total
consideration, including the consent payment, based on a fixed spread of
62.5 basis points over the yield to maturity of the 3% U.S. Treasury due
November 15, 2007, subject to the terms and conditions set forth in the
Offer to Purchase and Consent Solicitation Statement dated February 4, 2005
(the "Offer to Purchase"). Holders who tender their 6 1/4% Senior Notes on
or prior to March 7, 2005, will receive the total consideration, including
the consent payment, based on a fixed spread of 62.5 basis points over the
yield to maturity of the 5% U.S. Treasury Note due February 15, 2011,
subject to the terms and conditions set forth in the Offer to Purchase. In
addition, the date by which holders of Notes needed to tender their Notes
in order to obtain the consent payment has been extended to March 7, 2005.
The remaining terms of the tender for the 6 1/4% Senior Notes and the 7 1/2%
Senior Notes remain unchanged.
As described above, the consent solicitations and tender offers will
expire at 5:00 p.m., New York City time, on March 7, 2005, unless extended.
Holders who tender their Notes pursuant to the offers will be required to
consent to the proposed amendments. 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. As of February 17, 2005,
SPX Corporation had received the requisite consents for the 6 1/4% Senior
Notes.
A Supplement to the tender offer documents is being distributed to
holders. 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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