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[ECHLIN LOGO]
For Further Information Contact:
Paul Ryder
Vice President
Investor Relations
ECHLIN ANNOUNCES THAT SPX FAILED TO DELIVER VALID DEMANDS NECESSARY TO CALL A
SPECIAL MEETING; INITIATES SUIT AGAINST SPX FOR MAKING MISLEADING STATEMENTS
BRANFORD, CONN., April 6, 1998 -- Echlin Inc. (NYSE:ECH), global
motor vehicle parts manufacturer, today announced that, contrary to SPX
Corporation's announcement on March 24, 1998, SPX has not delivered sufficient
valid demands to Echlin to require Echlin to call a special meeting of Echlin
shareholders.
Echlin's Secretary and General Counsel, Jon Leckerling, stated,
"Echlin retained an independent public accounting firm, Coopers & Lybrand, to
conduct the count of demands delivered by SPX. Based on the count provided by
Coopers & Lybrand, Echlin has determined that, on March 25, 1998, SPX
delivered valid, unrevoked demands to call a special meeting of shareholders
of Echlin amounting to approximately 2% of the total outstanding shares."
Echlin is taking appropriate legal actions in connection with
the actions of SPX and the statements made by SPX in claiming to deliver valid
demands which were deficient. Mr. Leckerling stated, "Echlin is filing today
a complaint in the Connecticut federal district court against SPX alleging
violations of federal securities laws by SPX in connection with SPX's actions
and its false statements."
A letter sent by Mr. Leckerling to John Blystone, Chairman,
President and Chief Executive Officer of SPX, follows.
"Dear Mr. Blystone:
We received from you on March 25, 1998, demands for a
special meeting of Echlin shareholders, which purported to represent in
excess of 35% of the outstanding shares of Echlin. SPX made a public
announcement that Echlin will be required to call a special meeting of its
shareholders due to the delivery of such demands, and repeated that claim
on numerous occasions. As Secretary of Echlin, I have retained the
independent public accounting firm of Coopers & Lybrand to conduct the
count of the demands and revocations Echlin received. Based on the work of
Coopers & Lybrand, I have determined that shareholders representing only
1,189,040 shares (or 1.9% of the total outstanding stock) delivered valid
demands on March 25, 1998. Of course, this means that Echlin is not
required to call a special meeting of shareholders under Connecticut law
and, absent such requirement, Echlin does not intend to call such a special
meeting.
The vast majority of demands delivered by you were deficient in
several respects. First, although you selected February 17, 1998 as the
record date by signing and delivering your demand on that date, a large number
of the demands delivered by you were solicited using a different record date.
Therefore, those demands are invalid. Second, a large number of the demands
delivered by you cannot be traced by this corporation to the registered holder
of Echlin's stock. Specifically, you have delivered demands from persons and
institutions who do not have a necessary proxy from a registered holder of
this corporation's stock and, therefore, such demands come from persons and
institutions who are not authorized to vote on the affairs of this
corporation. Again, those demands are invalid.
Echlin believes that your misuse of the proxy solicitation
process and your false and misleading announcement that SPX obtained
sufficient valid demands to call for a special shareholder meeting irreparably
tainted the solicitation process, misled our shareholders and created
uncertainty in the marketplace. Moreover, you and your management team have
put Echlin and its shareholders through considerable, unnecessary expense and
disturbance when you knew or should have known that the entire process you
initiated was fatally flawed. Accordingly, Echlin has today filed an action
in the Connecticut federal court with the objective, inter alia, of ensuring
future compliance by SPX with the requirements of the federal securities laws."
