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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): March 2, 2005
SPX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-6948 38-1016240
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) 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 March 2, 2005, SPX Corporation issued a press release announcing the
extension of its cash tender offers 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 March 2, 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: March 2, 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 March 2, 2005
Exhibit 99.1
[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 EXTENSION OF ITS CASH TENDER OFFERS FOR
ITS 6 1/4% SENIOR NOTES DUE 2011 AND 7 1/2% SENIOR NOTES DUE 2013
CHARLOTTE, NC - March 2, 2005 - SPX Corporation (NYSE: SPW), today
announced that it is extending 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"). The
offer is subject to the satisfaction of certain conditions, including the
closing of the sale of SPX Corporation's Edwards Systems Technology
business (the "Edwards closing") and receipt of consents in respect of the
requisite principal amount of Notes. The offer is being extended because
the Edwards closing has not yet occurred. As of 5:00 p.m., New York City
time on March 2, 2005, a majority of each of the 6 1/4% Senior Notes and the
7 1/2% Senior Notes had tendered into the offer, which would represent
receipt of the requisite consents for each of the 6 1/4% Senior Notes and
the 7 1/2% Senior Notes, upon the closing of the offer.
SPX is extending each of the tender offers for the 7 1/2% Senior Notes
and the 6 1/4% Senior Notes to 5:00 p.m., New York City time on March 17,
2005. In addition, the date by which holders of Notes needed to tender
their Notes in order to obtain the consent payment has also been extended
to March 17, 2005. Accordingly, holders who tender their Notes at or prior
to 5:00 p.m., New York City time, on March 17, 2005 will receive the total
consideration, including the consent payment, based on the applicable fixed
spread set forth in the Supplement dated February 18, 2005 (the
"Supplement") to the Offer to Purchase and Consent Solicitation Statement
dated February 4, 2005 (the "Offer to Purchase"), subject to the terms and
conditions set forth in the Offer to Purchase. In addition, the price
determination date has now been extended to 2:00 p.m., New York City time
on March 15, 2005. The 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 17, 2005, unless
extended. In the future, the company may extend the expiration time of the
tender offers, however, the company shall not extend the consent time and
the withdrawal rights of holders of Notes will end on March 17, 2005. The
consent solicitations and tender offers were earlier scheduled to expire at
5:00 p.m., New York City time, on March 7, 2005. Holders who tender their
Notes pursuant to the offers will be required to consent to the proposed
amendments. 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.
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 March 2, 2005.
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