SCHEDULE 14A
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SCHEDULE 14A INFORMATION
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Echlin Inc.
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[ECHLIN LETTERHEAD]
May 4, 1998
Dear Shareholder:
On April 30, 1998, SPX Corporation ("SPX") announced an exchange
offer (the "Exchange Offer") for 66 2/3% of the outstanding shares of Echlin's
common stock at a price of $12 in cash per share of Echlin common stock and
SPX common stock at an exchange ratio of 0.4796 shares of SPX common stock for
each share of Echlin stock. SPX has also announced that, if the Exchange
Offer succeeds, it will merge Echlin with a subsidiary of SPX (such merger,
together with the Exchange Offer, the "SPX Transaction"). In such proposed
merger all shares of Echlin common stock not accepted in the Exchange Offer
would be converted into $12 in cash per share of Echlin common stock and SPX
common stock at an exchange ratio of 0.4796 shares of SPX common stock for
each share of Echlin stock.
At its meeting on May 3, 1998, your board of directors, after
careful deliberation, unanimously determined that the SPX Transaction,
including the Exchange Offer, is inadequate and not in the best interests of
Echlin. Accordingly, the Board of Directors unanimously recommends that you
reject the SPX Transaction and not tender your shares to SPX pursuant to the
Exchange Offer. At the same meeting, your board approved the merger agreement
with Dana Corporation ("Dana") pursuant to which each share of Echlin common
stock will be exchanged into 0.9293 shares of Dana common stock. As of May 1,
1998, this represented a value of $55 per each Echlin share. Your Board
believes that the Dana transaction provides greater value for Echlin
shareholders and is also superior from the viewpoint of other Echlin
constituencies. The agreement with Dana is described in greater detail in the
attached Schedule 14D-9.
In arriving at their decision that the SPX Transaction,
including the Exchange Offer, is inadequate and not in the best interests of
Echlin, your board gave careful consideration to the interests of Echlin's
shareholders and all other factors required or permitted by applicable law.
Your board reviewed, among other items, the opinion of Salomon Smith Barney,
Inc., Echlin's financial advisor, that the consideration to be received by
Echlin's shareholders pursuant to the SPX Transaction, including the Exchange
Offer, is inadequate. We urge you to read carefully the attached Schedule
14D-9 in its entirety so that you will be fully informed as to the board's
recommendation.
Your board of directors and the management of Echlin believe
that the proposed merger with Dana presents a superior alternative to the
Exchange Offer and in due course you will be receiving materials outlining
this transaction, including its benefits.
Please be assured that your board of directors and the
management of Echlin will continue to act in the best interests of Echlin and
its stockholders. Your Directors thank you for your support.
Very truly yours,
/s/ Larry McCurdy
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Larry McCurdy
Chairman of the Board, President
and Chief Executive Officer
