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 17, 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 17, 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 17, 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 17, 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 17, 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 17, 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 17, 2005, approximately 86.42% of the 6 1/4% Senior Notes and
approximately 84.54% of 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 23,
2005. The date by which holders of Notes needed to tender their Notes in
order to obtain the consent payment continues to be 5:00 p.m., New York
City time on March 18, 2005. Accordingly, holders who tender their Notes at
or prior to 5:00 p.m., New York City time, on March 18, 2005, will receive
the total consideration, including the consent payment. The price
determination date, which was at 2:00 p.m., New York City time on March 16,
2005, remains unchanged. The terms of the tender for the 6 1/4% Senior Notes
and the 7 1/2% Senior Notes remain unchanged.
SPX expects to pay for the accepted notes on March 24, 2005. SPX will
pay the total consideration and accrued and unpaid interest from the last
interest payment date to, but not including, the settlement date, for the
Notes accepted pursuant to the offer. The table below sets forth the
relevant pricing information for the Notes assuming a payment date of March
24, 2005:
Bloomberg Tender
Reference Fixed Reference Offer Total Consent
Title of Security Reference Security Page Spread Yield Yield Consideration Payment
- ----------------- ------------------ ---- ------ ----- ----- ------------- -------
6 1/4% Senior 5% U.S. Treasury due PX6 62.5 4.263% 4.888% $ 1,072.25 $30.00
Notes due 2011 February 15, 2011
7 1/2% Senior Notes 3% U.S. Treasury due PX5 62.5 3.871% 4.496% $ 1,110.46 $30.00
due 2013 November 15, 2007
The total consideration was calculated in the manner described 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. The total consideration includes a consent payment of
$30 per $1,000 principal amount of Notes accepted pursuant to the offer.
As described above, the tender offers will expire at 5:00 p.m., New
York City time, on March 23, 2005, unless extended. The tender offers were
earlier scheduled to expire at 5:00 p.m., New York City time, on March 18,
2005. The consent solicitations will expire at 5:00 p.m., New York City
time, on March 18, 2005 and the withdrawal rights of holders of Notes will
end on March 18, 2005. In addition, the settlement date is expected to be
March 24, 2005. The settlement date was earlier expected to be March 21,
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 16, 2005.
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