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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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SPX Corporation issued the following press release on April 8, 2005.
Contact: Jeremy W. Smeltser (Investors) [GRAPHIC OMITTED: SPX LOGO]
704-752-4478
E-mail: investor@spx.com
Tina Betlejewski (Media)
704-752-4454
E-mail: spx@spx.com
SPX ELECTS TO USE CASH FOR TENDERED LYONS DUE MAY 9, 2021
CHARLOTTE, NC - April 8, 2005 - SPX Corporation (NYSE: SPW) today
announced that holders of its Liquid Yield Option(TM) Notes due May 9, 2021
(Zero Coupon-Senior) (the "LYONs") have the right to surrender their LYONs
for purchase as of today. Each holder of the LYONs has the right to require
SPX to purchase on May 9, 2005 all or any part of such holder's LYONs at a
price equal to the issue price plus the accrued original issue discount.
Under the terms of the LYONs, SPX had the option to pay for the LYONs with
cash, SPX common stock, or a combination of cash and stock, and has elected
to pay for the LYONs solely with cash. If all outstanding LYONs are
surrendered for purchase, the aggregate cash purchase price will be
approximately $17.9 million.
In order to surrender LYONs for purchase, a purchase notice must be
delivered to JPMorgan Chase Bank, the trustee for the LYONs, on or before
5:00 p.m. New York City time, on May 9, 2005. Holders of LYONs complying
with the transmittal procedures of the Depository Trust Company need not
submit a physical purchase notice to JPMorgan Chase Bank. Holders may
withdraw any LYONs previously surrendered for purchase at any time prior to
5:00 p.m., New York City time, on May 9, 2005.
SPX will file a Tender Offer Statement on Schedule TO with the
Securities and Exchange Commission later today. SPX will make available to
LYONs holders, through the Depository Trust Company, documents specifying
the terms, conditions and procedures for surrendering and withdrawing LYONs
for purchase. LYONs holders are encouraged to read these documents
carefully before making any decision with respect to the surrender of
LYONs, because these documents contain important information regarding the
details of SPX's obligation to purchase the LYONs.
The LYONs are convertible under certain circumstances into 8.8588
shares of SPX common stock per $1,000 principal amount at maturity of
LYONs, subject to adjustment under certain circumstances (approximately
244,946 shares in the aggregate). The LYONs are not currently convertible.
SPX Corporation is a leading global provider of thermal equipment and
services, flow technology, test and measurement solutions and industrial
products and services. For more information visit the company's web site at
www.spx.com.
Certain statements in this press release are 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 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. The safe harbor for
forward-looking statements, however, does not apply to forward-looking
statements made in connection with a tender offer, including LYONs holders'
right to surrender LYONs for purchase.
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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