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 24, 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 March 24, 2005, SPX Corporation issued a press release announcing the
expiration 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 24, 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 24, 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 24, 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 EXPIRATION 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 24, 2005 - SPX Corporation (NYSE: SPW), today
announced the expiration of its 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").
A total of $668.2 million (or its equivalent) in aggregate principal
amount of Notes was tendered on or prior to 5:00 p.m., New York City time
on March 24, 2005, the expiration date. The table below shows, by series,
the Notes included in the tender offer, the principal amount tendered prior
to the expiration of the tender offer, the amount tendered as a percentage
of the total amount outstanding, and the principal amount remaining
outstanding.
Principal
Principal Amount
Amount Principal Remaining
Title of Security Outstanding(1) Amount Tendered % Tendered Outstanding
6 1/4% Senior Notes due 2011 $248,645,000 $227,095,000 91.33% $21,550,000
7 1/2% Senior Notes due 2013 $472,500,000 $441,100,000 93.36% $31,400,000
- ------------------------------------------------------------------------------------------------------
(1) As of the tender offer launch date, February 4, 2005.
SPX has received the requisite consents to adopt its proposed
amendments with respect to each series of Notes subject to the tender
offer. As a result, the supplemental indentures containing such amendments
have been executed and are operative.
SPX will 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.
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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