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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
(RULE 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
SPX CORPORATION
(Name of Subject Company (Issuer))
SPX CORPORATION
(Names of Filing Persons (identifying status as offeror, issuer or other person))
Liquid Yield Option™ Notes due February 6, 2021 (Zero Coupon-Senior)
(Title of Class of Securities)
784635 AC 8 and 784635 AD 6
(CUSIP Numbers of Class of Securities)
Kevin
L. Lilly, Esq.
Vice President and General Counsel
SPX Corporation
13515 Ballantyne Corporate Place
Charlotte, North Carolina 28277
(704) 752-4400
(Name, address, and telephone number of person
authorized to receive notices and communications on behalf of filing persons)
with copies to:
| Stuart Gelfond, Esq. | Brian R. Webb, Esq. | |
| Fried, Frank, Harris, Shriver & Jacobson LLP | Assistant General Counsel, SEC/Corporate Governance | |
| One New York Plaza | SPX Corporation | |
| New York, NY 10004 | 13515 Ballantyne Corporate Place | |
| (212) 859-8000 | Charlotte, North Carolina 28277 (704) 752-4400 |
CALCULATION OF FILING FEE
| Transaction Valuation*: $660,336,231.12 | Amount of Filing Fee**: $70,655.98 |
- *
- Calculated
solely for purposes of determining the filing fee. The purchase price of the Liquid Yield Option™ Notes due February 6, 2021 (Zero Coupon-Senior), as
described herein, is $663.86 per $1,000 principal amount at maturity outstanding. As of January 6, 2006, there was approximately $994,692,000 in aggregate principal amount at maturity
outstanding, resulting in an aggregate maximum purchase price of $660,336,231.12.
- **
- The
amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals $107.00 for each $1,000,000
of the value of the transaction.
- ý
- Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
| Amount Previously Paid: | $70,655.98 | Filing Party: | SPX Corporation | |||
Form or Registration No.: |
Schedule TO (File No. 005-16002) |
Date Filed: |
January 6, 2006 |
- o
- Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which this statement relates:
| o | third-party tender offer subject to Rule 14d-1. | o | going-private transaction subject to Rule 13e-3. | |||
| ý | issuer tender offer subject to Rule 13e-4. | o | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ý
SPX Corporation, a Delaware corporation (the "Company"), hereby amends and supplements its Tender Offer Statement on Schedule TO-I originally filed on January 6, 2006 as amended on January 25, 2006 ("Schedule TO-I") with respect to the offer by the Company to purchase the Liquid Yield Option™ Notes due February 6, 2021 (Zero Coupon-Senior) issued by the Company on February 6, 2001 (the "Securities"), upon the terms and subject to the conditions set forth in the Indenture (as defined below), the Company Notice, dated January 6, 2006, as amended January 25, 2006 (the "Company Notice"), the Securities and the related offer materials filed as Exhibits (a)(1)(B) to (d)(1) to this Schedule TO-I (which Company Notice and related offer materials, as amended or supplemented from time to time, collectively constitute the "Option"). The Securities were issued pursuant to an Indenture, dated as of February 6, 2001, between the Company and JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank, as Trustee (the "Trustee") (the "Indenture").
Item 4. Terms of the Transaction.
Item 4 of the Schedule TO-I is hereby amended and supplemented by adding the following language:
The holders' option to surrender the Securities for purchase expired at 5:00 p.m., New York City time, on February 6, 2006. The Company has been advised by the depositary, JPMorgan Chase Bank, N.A., that Securities with an aggregate principal amount at maturity of approximately $994,491,000 were validly tendered and have been purchased by the Company. The purchase price for the Securities was $663.86 per $1,000 in principal amount at maturity. Accordingly, the aggregate purchase price for all of the Securities validly tendered was $660,202,795.26. The Company paid the purchase price with cash on hand. This leaves $201,000 in aggregate principal amount at maturity of Securities outstanding or 0.02% of the Securities outstanding.
On February 7, 2006, the Company issued the press release announcing the results of the offer, a copy of which is attached hereto as Exhibit (a)(5)(B) and incorporated herein by reference.
Item 12 of the Schedule TO-I is hereby amended and supplemented to include the following exhibit:
(a)(5)(B) Press release issued by SPX Corporation on February 7, 2006.
2
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 to the Schedule TO-I is true, complete and correct.
SPX CORPORATION |
||||
By: |
/s/ PATRICK J. O'LEARY |
|||
| Name: | Patrick J. O'Leary | |||
| Title: | Vice President Finance, Treasurer and Chief Financial Officer | |||
Dated: February 7, 2006
3
| Exhibit No. |
Description |
|
|---|---|---|
| (a)(1)(A) | Company Notice to Holders of SPX Corporation Liquid Yield Option™ Notes due February 6, 2021 (Zero Coupon-Senior), dated January 6, 2006, as amended January 25, 2006.* | |
(a)(1)(B) |
Form of Purchase Notice dated January 6, 2006, as amended January 25, 2006.* |
|
(a)(1)(C) |
Form of Notice of Withdrawal dated January 6, 2006, as amended January 25, 2006.* |
|
(a)(1)(D) |
Form W-9.* |
|
(a)(5)(A) |
Press Release issued by SPX Corporation on January 6, 2006.* |
|
(a)(5)(B) |
Press Release issued by SPX Corporation on February 7, 2006. |
|
(d)(1) |
Indenture, dated as of February 6, 2001, between SPX Corporation and JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank, incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3 (File No. 333-56364), as filed with the Securities and Exchange Commission on February 28, 2001. |
|
(g) |
Not applicable. |
|
(h) |
Not applicable. |
- *
- Previously filed.
4
INTRODUCTORY STATEMENT
SIGNATURE
EXHIBIT INDEX
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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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