-----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, F39saBnLaW/rQN/jKF6/7s2hekYtfn/CerW4Zg6IU5wQSbTpBzcltflkqjx8TTmt LYesdm5NwN1P206NHBvqXQ== 0000895345-98-000123.txt : 19980309 0000895345-98-000123.hdr.sgml : 19980309 ACCESSION NUMBER: 0000895345-98-000123 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980306 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: 98559478 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: --------------------------------------------------------------- March 6, 1998 To the Board of Directors of Echlin Inc.: I am writing to you in your capacity as fiduciaries for Echlin's shareholders. Echlin appears to be pursuing extreme defensive tactics that violate the principles of good corporate governance and which could destroy substantial value for Echlin shareholders - and the shareholders of every other company incorporated in Connecticut. Indeed, since the day the Wall Street Journal first reported on an Echlin-instigated attempt to change Connecticut law to curtail shareholder voting rights, more than $200 million of value has been destroyed for Echlin shareholders. No other state has ever enacted such a draconian "dead hand" provision into law, promising Connecticut lasting national nororiety for abusive corporate governance. Do you realize what this unprecedented bill would do? Even if 100% of Echlin shareholders voted to remove directors, they could not be removed for a year. After a year, even if a new board were elected by 100% of the shareholders, the new Board could not approve a business combination - even one all shareholders wanted. Only the old Board - the directors unanimously voted out by the shareholders - would be able to approve it for five years. I can't believe you or Connecticut lawmakers intended such an abuse of corporate democracy. This is especially misguided because the vast majority of Echlin's Connecticut jobs are not at risk. As you know, less than 3% of Echlin's 30,000 employees are in Connecticut. Most of these Connecticut jobs are in the Branford manufacturing facility which SPX has publicly committed to continue operating. We have also committed to continue Echlin's community involvement and charitable contributions at least at current levels. We have pledged to maintain a significant Connecticut presence, explore expansion opportunities in the State, and evaluate alternatives for the Branford headquarters. Accordingly, the Connecticut jobs in question are approximately 115 corporate positions at headquarters. Thus, it should be quite clear that the issue of Connecticut jobs is a red herring. Let me also address some misconceptions contained in Echlin's preliminary revocation solicitation materials. Echlin's materials question whether SPX has made a serious, bona fide offer. It is simply untrue that, "All SPX has done is to float a proposal." Let me assure you that SPX is fully committed to acquiring Echlin, and, as we stated in our own SEC filings, we will start our exchange offer as soon as permitted under the federal securities laws. Let me remind you that, on February 17, 1998, SPX delivered a proposed merger agreement to you which SPX was, and still is, prepared to enter into with Echlin. SPX has invested more than $43 million in Echlin shares - giving us a larger ownership position in Echlin than your entire Board and management combined - and we have incurred substantial expenses in connection with our proposal. In addition, SPX has today begun to solicit written demands from Echlin shareholders to call a special meeting, after having completed SEC review of its solicitation materials. Echlin's materials question the business rationale for the combination of Echlin and SPX, they express doubt about SPX's ability to realize the anticipated savings, and they assert that SPX is attempting to purchase Echlin at a price which does not reflect its true worth. Our response has not changed since we communicated with Echlin last year: meet with us; hear us out on the rationale for the transaction and its benefits to all constituencies; show us that there is more value inherent in Echlin. We recognize that the conventional reaction to an unsolicited merger proposal is: knee-jerk rejection, a search for a white knight, criticism of the unsolicited bidder and its motives, and attempts to get self-interested legislation enacted. You should recognize that the transaction that we have proposed is not an 80's-style attempt to make a quick buck. On the contrary, we are not raiders; we are serious business people who run a business similar to Echlin's and who believe that the combination of the two companies is compelling - and would benefit both sets of shareholders as well as all other constituencies involved. Any concerns you may have regarding the impact of the transaction on your shareholders, creditors, employees, customers, suppliers and communities can be addressed. We believe SPX is the ideal merger partner for Echlin. In keeping with your fiduciary duty, we urge you to negotiate with us a combination that is clearly in Echlin's best interests. Let me repeat that our strong preference is to complete this transaction on a negotiated basis. While we believe we have made a full and fair offer based on publicly available information, we are prepared to recognize any additional value Echlin can substantiate in the context of a negotiated transaction. We are also prepared to consider issues relating to other constituencies you may identify to us. We are ready to meet immediately with you and your advisors to quickly complete this compelling transaction. If you negotiate with us, we hope to persuade you that we should be Echlin's white knight. Very truly yours, SPX CORPORATION /s/ John B. Blystone John B. Blystone Chairman, President & CEO -----END PRIVACY-ENHANCED MESSAGE-----