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
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(Name of Registrant as Specified in its Charter)
N/A
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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SPX Corporation is restating in its entirety information concerning persons
who may be deemed participants in accordance with Rule 14a-12(a)(1)(i) of
the Securities Exchange Act of 1934, as amended, as follows:
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
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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 March 2, 2005.
Directors:
Charles E. Johnson II (Chairman) (112,128 shares, including 38,760
indirectly held shares,(1) options to purchase 28,496 shares and 2,500
phantom shares(2));
J. Kermit Campbell (44,286 shares, including options to purchase 28,576
shares and 2,500 phantom shares);
Sarah R. Coffin (41,892 shares, including options to purchase 33,612 shares
and 2,500 phantom shares);
Emerson U. Fullwood (27,700 shares, including options to purchase 23,800
shares and 2,500 phantom shares); and
David P. Williams (44,952 shares, including options to purchase 26,930
shares and 2,500 phantom shares).
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(1) Includes 38,760 shares owned by Mr. Johnson's wife.
(2) Each phantom share represents a right to receive, upon vesting, an
amount of cash equal to the fair market value of a share of common
stock. The phantom shares were granted pursuant to the Company's 2005
Non-Employee Directors' Compensation Plan.
Officers:
Christopher J. Kearney (President, Chief Executive Officer and Director)
(580,461 shares, including 2,427 indirectly held shares(3) and options to
purchase 453,992 shares);
Patrick J. O'Leary (Executive Vice President, Chief Financial Officer and
Treasurer) (1,716,459 shares, including 3,198 indirectly held shares and
options to purchase 1,595,211 shares);
Jay Caraviello (Executive Vice President and Co-Chief Operating Officer)
(135,361 shares, including 45 indirectly held shares and options to
purchase 78,000 shares);
Thomas J. Riordan (Executive Vice President and Co-Chief Operating Officer)
(587,728 shares, including 4,863 indirectly held shares and options to
purchase 462,766 shares); and
Robert B. Foreman (Senior Vice President, Human Resources) (459,747 shares,
including 2,342 indirectly held shares and options to purchase 387,962 shares).
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(3) 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.