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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996, OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
.
COMMISSION FILE NUMBER: 1-6948
SPX CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE 38-1016240
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
700 TERRACE POINT DRIVE, MUSKEGON, MICHIGAN 49443-3301
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 616-724-5000
Securities registered pursuant to Section 12(b) of the Act:
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NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
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COMMON NEW YORK STOCK EXCHANGE
PACIFIC STOCK EXCHANGE
11 3/4% SENIOR SUBORDINATED NOTES, DUE 2002 NEW YORK STOCK EXCHANGE
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Securities registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS TO
BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENT FOR THE PAST 90 DAYS. YES [X] NO [ ]
STATE THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES
OF THE REGISTRANT.
$668,680,000 AS OF FEBRUARY 28, 1997
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INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S
CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.
14,877,014 SHARES AS OF FEBRUARY 28, 1997
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DOCUMENTS INCORPORATED BY REFERENCE: REGISTRANT'S PROXY STATEMENT FOR ITS
ANNUAL MEETING ON APRIL 23, 1997 IS INCORPORATED BY REFERENCE INTO PART III.
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. [X]
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This Form 10-K/A is filed to correct Part IV, a portion of which was
inadvertently omitted from the Registrant's Form 10-K as a result of a partial
failure of the original electronic transmission.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed, or incorporated by reference, as
part of this Form 10-K:
1. All financial statements. See Index to Consolidated Financial
Statements on page 22 of this Form 10-K.
2. Financial Statement Schedules. None required. See page 22 of this
Form 10-K.
3. Exhibits
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ITEM NO. DESCRIPTION
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2 Acquisition Agreement between SPX Corporation and Riken
Corporation, incorporated herein from the company's Annual
Report of Form 10-K, file No. 1-6948, for the year ended
December 31, 1993.
3(i) Restated Certificate of Incorporation, incorporated herein
by reference from the company's Annual Report on Form 10-K,
file No. 1-6948, for the year ended December 31, 1987.
(ii) Certificate of Ownership and Merger dated April 25, 1988,
incorporated herein by reference from the company's Annual
Report on Form 10-K, file No. 1-6948, for the year ended
December 31, 1988.
(iii) By-Laws as amended through October 25, 1995, incorporated
herein by reference from the company's Quarterly Report on
Form 10-Q, file No. 1-6948, for the quarter ended September
30, 1995.
4(i) Credit Agreement between SPX Corporation and The First
National Bank of Chicago, as agent for the banks named
therein, dated as of March 24, 1994, incorporated herein by
reference from the company's Annual Report on Form 10-K,
file No. 1-6948, for the year ended December 31, 1993.
(ii) 11 3/4% Senior Subordinated Notes due 2002, incorporated
herein by reference from the company's Amendment No. 2 to
Form S-3 Registration Statement 33-52833, filed on May 27,
1994.
(iii) Indenture, dated as of June 6, 1994, between the company and
The Bank of New York, as trustee, relating to the 11 3/4%
Senior Subordinated Notes due 2002, incorporated herein by
reference from the company's Amendment No. 2 to Form S-3
Registration Statement 33-52833, filed on May 27, 1994.
(iv) Waiver and amendment No. 1 to Credit Agreement between SPX
Corporation and The First National Bank of Chicago, as agent
for the banks named therein, dated as of June 3, 1994,
incorporated herein by reference from the company's
Quarterly Report on Form 10-Q, file No. 1-6948, for the
quarter ended March 31, 1995.
(v) Waiver and amendment No. 2 to Credit Agreement between SPX
Corporation and The First National Bank of Chicago, as agent
for the banks named therein, dated as of April 20, 1995,
incorporated herein by reference from the company's
Quarterly Report on Form 10-Q, file No. 1-6948, for the
quarter ended March 31, 1995.
Waiver and amendment No. 3 to Credit Agreement between SPX
Corporation and The First National Bank of Chicago, as agent
for the banks named therein, dated as of December 12, 1995,
incorporated herein by reference from the company's Annual
Report on Form 10-K, file No. 1-6948, for the year ended
December 31, 1995.
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ITEM NO. DESCRIPTION
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Waiver and amendment No. 4 to Credit Agreement between SPX
Corporation and The First National Bank of Chicago, as agent
for the banks named therein, dated as of February 28, 1996,
incorporated herein by reference from the company's Annual
Report on Form 10-K, file No. 1-6948, for the year ended
December 31, 1995.
(vi)
(viii) Waiver and amendment No. 5 to Credit Agreement between SPX
Corporation and The First National Bank of Chicago, as agent
for the banks named therein, dated as of March 24, 1996,
incorporated herein by reference from the company's
Quarterly Report on Form 10-Q, file No. 1-6948, for the
quarter ended March 31, 1996.
(ix) Waiver and amendment No. 6 to Credit Agreement between SPX
Corporation and The First National Bank of Chicago, as agent
for the banks named therein, dated as of September 20, 1996,
incorporated herein by reference from the company's
Quarterly Report on Form 10-Q, file No. 1-6948, for the
quarter ended September 30, 1996.
(x) Waiver and amendment No. 7 to Credit Agreement between SPX
Corporation and The First National Bank of Chicago, as agent
for the banks named therein, dated as of December 31, 1996.*
(xi) Waiver and amendment No. 8 to Credit Agreement between SPX
Corporation and The First National Bank of Chicago, as agent
for the banks named therein, dated as of February 24, 1997.*
(xii) Rights Agreement, dated as of June 25, 1996 between the
company and The Bank of New York, as Rights Agent, relating
to Rights to purchase preferred stock under certain
circumstances, incorporated herein by reference from the
company's Registration Statement on Form 8-A filed on June
26, 1996.
10(i) Sealed Power Corporation Executive Performance Unit Plan,
incorporated herein by reference from the company's
Amendment No. 1 on Form 8 to the Annual Report on Form 10-K,
file No. 1-6948, for the year ended December 31, 1988.
(ii) SPX Corporation Retirement Plan for Directors, as amended
and restated, incorporated herein by reference from the
company's Amendment No. 1 on Form 8 to the Annual Report on
Form 10-K, file No. 1-6948, for the year ended December 31,
1988.
(iii) SPX Corporation Supplemental Retirement Plan for Top
Management, as amended and restated, incorporated herein by
reference from the company's Amendment No. 1 on Form 8 to
the Annual Report on Form 10-K, file No. 1-6948, for the
year ended December 31, 1988.
(iv) SPX Corporation Excess Benefit Plan No. 3, as amended and
restated, incorporated herein by reference from the
company's Amendment No. 1 on Form 8 to the Annual Report on
Form 10-K, file No. 1-6948, for the year ended December 31,
1988.
(v) SPX Corporation Executive Severance Agreement, incorporated
herein by reference from the company's Amendment No. 1 on
Form 8 to the Annual Report on Form 10-K, file No. 1-6948,
for the year ended December 31, 1988.
(vi) SPX Corporation Trust Agreement for Supplemental Retirement
Plan for Top Management, Excess Benefit Plan No. 3, and
Retirement Plan for Directors, incorporated herein by
reference from the company's Amendment No. 1 on Form 8 to
the Annual Report on Form 10-K, file No. 1-6948, for the
year ended December 31, 1988.
SPX Corporation Trust Agreement for Participants in
Executive Severance Agreements, Special Separation Pay Plan
for Corporate Staff Executive Personnel Agreements and
Special Separation Pay Plan for Corporate Staff Management
and Administrative Personnel Agreements, incorporated herein
by reference from the company's Amendment No. 1 on Form 8 to
the Annual Report on Form 10-K, file No. 1-6948, for the
year ended December 31, 1988.
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ITEM NO. DESCRIPTION
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SPX Corporation Stock Compensation Plan Limited Stock
Appreciation Rights Award, incorporated herein by reference
from the company's Amendment No. 1 on Form 8 to the Annual
Report on Form 10-K, file No. 1-6948, for the year ended
December 31, 1988.
(vii)
(ix) SPX Corporation Stock Ownership Plan, incorporated herein by
reference from the company's Current Report on Form 8-K,
file No. 1-6948, filed on July 26, 1989.
(x) SPX Corporation Stock Ownership Trust, incorporated herein
by reference from the company's Current Report on Form 8-K,
file No. 1-6948, filed on July 26, 1989.
(xi) SPX Corporation 1992 Stock Compensation Plan, incorporated
herein by reference from Exhibit 10(iii)(n) to the company's
Annual Report on Form 10-K, file No. 1-6948, for the year
ended December 31, 1992.
(xii) SPX Corporation Supplemental Employee Stock Ownership Plan,
incorporated herein by reference from the company's Annual
Report on Form 10-K, file No. 1-6948, for the year ended
December 31, 1990.
(xiii) Sealed Power Technologies L.P. Retirement Fund, incorporated
herein by reference from Exhibit 10(viii) to SPT's and SPT
Corp.'s Annual Report on Form 10-K, file No. 33-27994, for
the year ended December 31, 1989.
(xiv) Sealed Power Technologies L.P. Pension Plan No. 302,
incorporated herein by reference from Exhibit 4(ix) to SPT's
and SPT Corp.'s Annual Report on Form 10-K, file No.
33-27994, for the year ended December 31, 1989.
(xv) Employment agreement, and related Nonqualified Stock Option
Agreement and Restricted Shares Agreement, between SPX
Corporation and John B. Blystone dated as November 24, 1995,
incorporated herein by reference to the company's Annual
Report on Form 10-K, file 6948, for the year ended December
31, 1995.
(xvi) Employment agreement between SPX Corporation and John B.
Blystone dated as January 1, 1997.*
11 Statement regarding computation of earnings per share.*
21 Subsidiaries.*
23 Consent of Independent Public Accountants.*
24 Power of Attorney.
27 Financial data schedule.*
99 Consolidated Financial Statements of SPT and SPT Corp.,
incorporated herein by reference from SPT's and SPT Corp.'s
Annual Report on Form 10-K, file No. 33-27994, for the year
ended December 31, 1993.
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* Previously filed.
(b) Reports on Form 8-K.
The company, on February 21, 1997, filed Form 8-K which provided
information regarding the sale of the Sealed Power division.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized, on this 8th
day of May, 1997.
SPX CORPORATION
(Registrant)
By /s/ PATRICK J. O'LEARY
------------------------------------
Patrick J. O'Leary
Vice President Finance,
Treasurer and Chief Financial
Officer and Accounting Officer
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the undersigned have signed this report on this 27th day
of March, 1997.
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* /s/ PATRICK J. O'LEARY
- ----------------------------------------------------- -----------------------------------------------------
John B. Blystone Patrick J. O'Leary
Chairman, President and Vice President Finance,
Chief Executive Officer Treasurer and Chief Financial
Director Officer and Accounting Officer
* *
- ----------------------------------------------------- -----------------------------------------------------
J. Kermit Campbell Sarah R. Coffin
Director Director
* *
- ----------------------------------------------------- -----------------------------------------------------
Frank A. Ehmann Edward D. Hopkins
Director Director
* *
- ----------------------------------------------------- -----------------------------------------------------
Charles E. Johnson II Ronald L. Kerber
Director Director
* *
- ----------------------------------------------------- -----------------------------------------------------
Peter H. Merlin David P. Williams
Director Director
*/s/ PATRICK J. O'LEARY
- -----------------------------------------------------
Patrick J. O'Leary,
as attorney-in-fact pursuant to
power of attorney filed as Exhibit 24 hereto.
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EXHIBIT 24
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on this 27th day of
March, 1997.
SPX CORPORATION
(Registrant)
By /s/ PATRICK J. O'LEARY
------------------------------------
Patrick J. O'Leary
Vice President Finance,
Treasurer and Chief Financial
Officer and Accounting Officer
POWER OF ATTORNEY
The undersigned officers and directors of SPX Corporation hereby severally
constitute John B. Blystone, Christopher J. Kearney, James M. Sheridan or
Patrick J. O'Leary and each of them singly our true and lawful attorneys, with
full power to them and each of them singly, to sign for us in our names in the
capacities indicated below the Annual Report on Form 10-K filed herewith and any
and all amendment thereto, and generally to do all such things in our name and
on our behalf in our capacities as officers and directors to enable SPX
Corporation to comply with the provisions of the Securities Exchange Act of
1934, as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys, or any one of them, on the Annual Report on Form 10-K and
any and all amendments thereto.
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the undersigned have signed this report on this 27th day
of March, 1997.
/s/ JOHN B. BLYSTONE /s/ PATRICK J. O' LEARY
- ----------------------------- ------------------------------------------
John B. Blystone Patrick J. O' Leary
Chairman, President and Vice President Finance,
Chief Executive Officer Treasurer and Chief Financial
Director Officer and Account Officer
/s/ J. KERMIT CAMPBELL /s/ SARAH R. COFFIN
- ----------------------------- -----------------------------------------
J. Kermit Campbell Sarah R. Cof
Director Director
/s/ FRANK A. EHMANN /s/ EDWARD D. HOPKINS
- ----------------------------- -----------------------------------------
Frank A. Ehmann Edward D. Hop
Director Director
/s/ CHARLES E. JOHNSON II /s/ RONALD L. KERBER
- ----------------------------- -----------------------------------------
Charles E. Johnson II Ronald L. Kerber
Director Director
/s/ PETER H. MERLIN /s/ DAVID P. WILLIAMS
- ----------------------------- -----------------------------------------
Peter H. Merlin David P. Williams
Director Director
