-----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, Pnsg86sZwc/9CBSVXU096D1kKX68tst1lZqhIgU9wHmWN+ZrCt5738RebsQP3LtT budTIbJSiBXT+5bQqB6Jrg== 0000895345-98-000126.txt : 19980310 0000895345-98-000126.hdr.sgml : 19980310 ACCESSION NUMBER: 0000895345-98-000126 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980309 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: 98560542 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: --------------------------------------------------------------- HOUSE BILL 5695 IS BAD FOR CONNECTICUT At the instigation of Echlin Inc., some well-intentioned state legislators are proposing modifications to Connecticut business law that would entrench the Boards of Connecticut-incorporated companies and strip shareholders of their voting rights. No other state has ever enacted such an extreme "dead hand" provision into law--promising Connecticut lasting national notoriety for abusive corporate governance. Echlin is trying to stop shareholders from voting on SPX Corporation's full and fair offer to acquire Echlin--while hiding behind the fiction that this unprecedented law is needed to save Connecticut jobs. Here are the facts: 1. CONNECTICUT JOBS ARE NOT AT RISK --- . Only 3% of Echlin's 30,000 employees are in Connecticut. . SPX will continue operating Echlin's Branford manufacturing facility where the vast majority of Echlin's Connecticut jobs are. . Workers would be better off with SPX--a strong company with tremendous growth opportunities whose stock price has more than quadrupled in the last two years under new management. . The Connecticut jobs at issue are the approximately 115 corporate staff positions in Echlin's Branford headquarters, which SPX plans to evaluate and make decisions upon based on merit. . SPX has a strong history of community involvement and is committed to match or exceed Echlin's community support in Connecticut. 2. THE VALUE OF CONNECTICUT COMPANIES IS AT RISK -- . More than $200 million of value has been destroyed for Echlin shareholders since news of this potential legislation surfaced last week. . Under House Bill 5695, even if 100% of a company's shareholders vote to remove directors, they could not be removed for a year after a company received an acquisition offer. . After a year, even if a new Board were elected, the new Board would not be allowed to approve a business combination--even one that all shareholders wanted. . Under this bill, only the old Board -- the directors voted out by shareholders -- would be able to approve a business combination for five years. . Investors won't pay as much for shares in companies in which the Board is no longer accountable to the shareholders--likely reducing the value of all Connecticut companies. DON'T KILL SHAREHOLDER DEMOCRACY IN CONNECTICUT CONTACT YOUR STATE LEGISLATOR TO VOICE YOUR OPPOSITION TO HOUSE BILL 5695 ATTEND TODAY'S PUBLIC HEARING STARTING AT 1PM BEFORE THE JUDICIARY COMMITTEE IN ROOM 2C OF THE LEGISLATIVE OFFICE BUILDING IN HARTFORD SPX CORPORATION -----END PRIVACY-ENHANCED MESSAGE-----