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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
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SPX CORPORATION
(NAME OF ISSUER)
SPX CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
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COMMON STOCK, PAR VALUE $10.00 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
784635 10 4
(CUSIP NUMBER OF CLASS OF SECURITIES)
PATRICK J. O'LEARY
VICE PRESIDENT, FINANCE, TREASURER AND CHIEF FINANCIAL OFFICER
SPX CORPORATION
700 TERRACE POINT DRIVE
MUSKEGON, MICHIGAN 49443
(616) 724-5000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS
ON BEHALF OF THE PERSON(S) FILING STATEMENT)
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COPY TO:
GEORGE C. MCKANN
GARDNER, CARTON & DOUGLAS
321 NORTH CLARK STREET
CHICAGO, ILLINOIS 60610
(312) 245-8417
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APRIL 11, 1997
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVE TO SECURITY HOLDERS)
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$151,200,000 $30,240
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* Calculated solely for purposes of determining the filing fee, based upon
the purchase of 2,700,000 shares at the maximum tender offer price per
share of $56
[ ] Check 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: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
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This Amendment No. 1 relates to the Schedule 13E-4 filed by SPX
Corporation, a Delaware corporation (the "Company"), on April 11, 1997 (the
"Schedule 13E-4"). All terms used herein unless otherwise defined shall have the
same meaning as in the Schedule 13E-4. The Schedule 13E-4 is hereby amended as
follows:
ITEM 8. ADDITIONAL INFORMATION.
Paragraph (e) of Item 8 of the Schedule 13E-4 is amended to add the
following:
On May 9, 1997, the Company issued a press release announcing the final
results of the Offer, which expired at 12:00 midnight, New York City time, on
Thursday, May 8, 1997. Pursuant to the Offer, the Company accepted for payment
2,146,547.6693 Shares at a price of $56 per Share, which is the Purchase Price
for the Offer. The Shares purchased represent approximately 14% of the Shares
outstanding as of March 14, 1997. The press release is attached hereto as
Exhibit (a)(10).
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 13E-4 is amended to add the following exhibits:
(a)(10) Text of Press Release issued by the Company dated May 9, 1997.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
SPX CORPORATION
By: /s/ Patrick J. O'Leary
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PATRICK J. O'LEARY
VICE PRESIDENT, FINANCE,
TREASURER AND CHIEF
FINANCIAL OFFICER
Dated: May 20, 1997
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EXHIBIT INDEX
ITEM DESCRIPTION
(a)(10) Text of Press Release issued by the Company dated May 9, 1997
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[SPX CORPORATION LETTERHEAD]
NEWS RELEASE
FOR IMMEDIATE RELEASE
Contact: John D. Tyson
Charles A. Bowman
616-724-5406
SPX COMPLETES "DUTCH AUCTION" AND REPURCHASES 2.15 MILLION SHARES
MUSKEGON, MI -- May 9, 1997 -- SPX Corporation (NYSE:SPW) today
announced that a preliminary count by the Bank of New York, the Depositary for
the company's "Dutch Auction" self-tender offer, indicates that, subject to
final verification, 2,149,440 Common shares have been accepted for purchase at
a price of $56 per share.
John Blystone, Chairman, President and CEO of SPX Corporation said, "We
view the fact that our tender was under subscribed, as a sign that a majority
of our shareholders were unwilling to sell their shares even at the significant
premium we offered when the tender commenced."
The "Dutch Auction" share repurchase is part of a new financial
strategy announced April 10, 1997, that gives the company added financial
flexibility and a more efficient capital structure. The self-tender offer
commenced on April 11, 1997, and expired yesterday. The company had offered to
purchase 2.7 million shares at a price of not less than $48 nor greater than $56
per share. At the end of first quarter 1997 and prior to the tender offer, SPX
had approximately 14,877,014 Common shares outstanding. Following the purchase
of shares tendered in the "Dutch Auction," SPX will have approximately
12,727,574 Common shares outstanding. The SPX Board of Directors has authorized
company leadership to acquire 750,000 shares through open market purchases.
Payment for shares properly tendered and accepted will be made
promptly, subject to proper delivery of shares in accordance with the terms of
the offer, including 1,176,052 shares delivered by a notice of guaranteed
delivery. The company will utilize funds from its new $400 million unsecured
line of credit to purchase shares tendered in the "Dutch Auction."
SPX Corporation is a global provider of Vehicle Service Solutions to
franchised dealers and independent service locations, Service Support to
Vehicle Manufacturers, and Original Equipment Components to the worldwide
motor vehicle industry.
