-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UoBZv4K5ox5NmK9sDVzVSJ0XrXEdT6NHpo/6YkeJMWjJPupB9+edvwiLm6cMgp7H ouC3sKS6iRKlIozBsrZP1Q== 0000895345-98-000181.txt : 19980326 0000895345-98-000181.hdr.sgml : 19980326 ACCESSION NUMBER: 0000895345-98-000181 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980325 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ECHLIN INC CENTRAL INDEX KEY: 0000031348 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 060330448 STATE OF INCORPORATION: CT FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: SEC FILE NUMBER: 001-04651 FILM NUMBER: 98572278 BUSINESS ADDRESS: STREET 1: 100 DOUBLE BEACH RD CITY: BRANFORD STATE: CT ZIP: 06405 BUSINESS PHONE: 2034815751 MAIL ADDRESS: STREET 1: 100 DOUBLE BEACH ROAD CITY: BRANFORD STATE: CT ZIP: 06405 FORMER COMPANY: FORMER CONFORMED NAME: ECHLIN MANUFACTURING CO DATE OF NAME CHANGE: 19820602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPX CORP CENTRAL INDEX KEY: 0000088205 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 381016240 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 700 TERRACE POINT DR CITY: MUSKEGON STATE: MI ZIP: 49443 BUSINESS PHONE: 6167245000 MAIL ADDRESS: STREET 1: 700 TERRACE POINT DRIVE CITY: MUSKEGON STATE: MI ZIP: 49443 FORMER COMPANY: FORMER CONFORMED NAME: SEALED POWER CORP DATE OF NAME CHANGE: 19880515 DFAN14A 1 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 Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] 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 - ------------------------------------------------------------------------------- Echlin Inc. (Name of Registrant as Specified In Its Charter) - ------------------------------------------------------------------------------- SPX Corporation (Name of Person(s) Filing Proxy Statement, if other than Registrant) - ------------------------------------------------------------------------------- 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: --------------------------------------------------------------- 2) Aggregate number of securities to which transaction applies: --------------------------------------------------------------- 3) Per unit price or other underlying transaction computed pursuant to Exchange Act Rule 0-11: --------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: --------------------------------------------------------------- 5) Total fee paid: --------------------------------------------------------------- [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting was paid previously. Identify the previous filing by registration statement number, or the Form of Schedule and the date of its filing: 1) Amount Previously Paid: --------------------------------------------------------------- 2) Form, Schedule or Registration Statement No.: --------------------------------------------------------------- 3) Filing Party: --------------------------------------------------------------- 4) Date Filed: --------------------------------------------------------------- CONTACTS: Charles A. Bowman George Sard/Anna Cordasco/Paul Caminiti Director of Corporate Finance Sard Verbinnen & Co (616) 724-5194 (212) 687-8080 ECHLIN SHAREHOLDERS DEMAND SPECIAL MEETING SPX RECEIVES DEMANDS FROM OWNERS OF MORE THAN 43% OF ECHLIN SHARES; UNDER CONNECTICUT LAW AND ECHLIN BY-LAWS, MEETING MUST BE HELD WITHIN 90 DAYS - ------------------------------------------------------------------------------ MUSKEGON, MI, MARCH 24, 1998 - SPX Corporation (NYSE: SPW) today announced that shareholders of Echlin Inc. (NYSE: ECH) have demanded that Echlin hold a special shareholder meeting to vote on replacing the Echlin Board of Directors with SPX's nominees. SPX has received demands from holders of more than 27 million Echlin shares, representing over 43% of Echlin's outstanding shares, and will deliver these demands tomorrow to Echlin. Echlin is incorporated in Connecticut and, under the state's law and Echlin's own by-laws, must give notice of a special meeting within 30 days of receiving demands by holders of 35% of its outstanding shares, and must hold the meeting within 60 days of giving notice. Accordingly, the special meeting must be held by June 25, 1998. "This is a victory for all Echlin shareholders and for corporate democracy in Connecticut and the country," said John B. Blystone, Chairman, President and CEO of SPX. "We are pleased to have won the support of so many Echlin shareholders so quickly to call a special shareholder meeting. In this referendum, shareholders will have the opportunity to decide for themselves whether they prefer Echlin's existing Board and its 'repositioning' plan or the SPX nominees and SPX's offer to acquire Echlin. Now that Echlin's true owners have spoken, we are hopeful that Connecticut will not enact special-interest legislation that would retroactively strip shareholders of their fundamental right to vote." At the special meeting, Echlin's existing Board would be removed if more shareholders vote in favor of removal than vote against removal; new directors would be elected by a simple majority of those voting. SPX Corporation is a global provider of Vehicle Service Solutions to franchised dealers and independent service locations, Service Support to Vehicle Manufacturers, and Vehicle Components to the worldwide motor vehicle industry. SPX's Internet address is www.spx.com. ### -----END PRIVACY-ENHANCED MESSAGE-----