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):  February 7, 2006

 

SPX CORPORATION

(Exact name of registrant as specified in its charter)

 

DELAWARE

 

1-6948

 

38-1016240

(State or other jurisdiction of

 

(Commission File Number)

 

(IRS Employer

incorporation)

 

 

 

Identification No.)

 

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 report)

 

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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

ITEM 8.01.                                    OTHER EVENTS.

 

On February 7, 2006, SPX Corporation (“SPX”) issued a press release announcing the results of its offer to purchase Liquid Yield OptionTM Notes Due February 6, 2021 (Zero Coupon-Senior). A copy of the press release is attached as exhibit 99.1 hereto.

 

Item 9.01                                             Financial Statements and Exhibits.

 

The following exhibit is filed herewith.

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Press Release issued February 7, 2006

 

2



 

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: February 7, 2006

By:

/s/ Kevin L. Lilly

 

 

 

Kevin L. Lilly

 

 

Vice President, Secretary

 

 

and General Counsel

 

3



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Press Release issued February 7, 2006

 

4


Exhibit 99.1

 

Press Release

 

Contact:

 

Jeremy W. Smeltser (Investors)

704-752-4478

E-mail: investor@spx.com

 

 

 

 

 

Tina L. Betlejewski (Media)

704-752-4454

E-mail: spx@spx.com

 

SPX ANNOUNCES RESULTS OF ITS OFFER TO PURCHASE LYONS

DUE FEBRUARY 6, 2006

 

CHARLOTTE, NC—February 7, 2006—SPX Corporation (NYSE: SPW) today announced the results of its offer to purchase Liquid Yield Option™ Notes (Zero Coupon-Senior) due February 6, 2021 (the “LYONs”). The holders’ option to surrender their LYONs for repurchase expired at 5:00 p.m., New York City time, on February 6, 2006.

 

SPX has been advised by the depositary, JPMorgan Chase Bank, N.A., that $994,491,000 in aggregate principal amount at maturity of the LYONs were validly surrendered for purchase and not withdrawn, and SPX has purchased all of such LYONs.  This leaves $201,000 in aggregate principal amount at maturity or 0.02% of the LYONs issue outstanding.  The purchase price for the LYONs is $663.86 in cash per $1,000 in principal amount at maturity.  The aggregate purchase price for all of the LYONs validly surrendered for purchase and not withdrawn is $660,202,795.26. Settlement will be made with cash on hand.

 

SPX Corporation is a leading global provider of flow technology, test and measurement solutions, thermal equipment and services 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 the company’s 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.

 

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