SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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Filed by a Party other than the Registrant [ ]
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[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
[ ] Definitive Proxy Statement Commission Only (as Permitted
[ X ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
240.14a-11(c) or 240.14a-12
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SPX Corporation
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) and 0-11:
1) Title of each class of securities to which transaction applies:
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3) Per unit price or other underlying transaction computed
pursuant to Exchange Act Rule 0-11:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
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4) Date Filed:
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SPX CORPORATION
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SPX Corporation
700 Terrace Point Drive
P.O. Box 3301
Muskegon, MI 49443-3301 USA
Phone 616-724-5000
Fax 606-724-5720
May 9, 1998
Dear SPX Shareholder:
The proxy materials that you received from SPX Corporation in
connection with its May 20, 1998, Annual Meeting contain a number of
proposals for consideration by the shareholders of SPX. One of those is a
proposal that the corporation issue shares in connection with its exchange
offer to acquire Echlin Inc. (Item #2 on your proxy card).
As you probably know by now, SPX announced on Wednesday, May 6, that
it was withdrawing its exchange offer for Echlin, because it was not in the
best interests of SPX shareholders to compete with the terms of Dana's
merger agreement with Echlin. Therefore, Item #2 is being withdrawn from
consideration and there will be no need to vote on this item.
Your Board of Directors still recommends that shareholders vote FOR
the remaining items listed on the proxy card, including the proposal that
the SPX certificate of incorporation be amended to increase the number of
authorized shares of common stock from 50 million to 100 million shares. In
particular, your support of this proposal will afford management the
flexibility to seek other opportunities, which are in the shareholders'
best interests. Institutional Shareholder Services, a leading shareholder
research firm, has recommended a vote for this proposal. Please understand
that your vote is crucial given that any amendment to SPX's certificate of
incorporation requires approval of a majority of SPX's outstanding shares.
Please sign, date and return your white proxy card promptly.
Thank you for your consideration and we look forward to seeing you on
May 20.
Sincerely,
SPX CORPORATION
/s/ Christopher J. Kearney
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Christopher J. Kearney
Vice President, Secretary
and General Counsel
If you have any questions or require additional information, please
contact:
Kissel Blake, Inc. Charles A. Bowman
Proxy Solicitor SPX Corporation
(800) 554-7733 Phone: (616) 724-5194
E-mail: [email protected]
