-----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, RLFb2FMz9k7mjV89fOAzF3PnKWxrb/V1eGXopikIxrQBMxFwxwofq5Me5yn8vFP3 ZUywECVE4hDhHZ8lmdebIQ== 0000895345-98-000139.txt : 19980313 0000895345-98-000139.hdr.sgml : 19980313 ACCESSION NUMBER: 0000895345-98-000139 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980312 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: 98564682 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 SPX Director of Corporate Finance (616) 724-5194 George Sard/Anna Cordasco/Paul Caminiti Sard Verbinnen & Co. (212) 687-8080 SPX ISSUES STATEMENT ON CONNECTICUT HOUSE BILL 5695 --------------------------------------------------- MUSKEGON, MICHIGAN, MARCH 12, 1998 -- SPX Corporation (NYSE:SPW) today issued the following statement regarding this afternoon's vote by the General Assembly's Judiciary Committee to send proposed House Bill 5695 to the floor of the Connecticut House of Representatives for consideration: "While we are disappointed that House Bill 5695 has made it out of the Judiciary Committee, we remain confident that the elected officials of Connecticut will not enact this misguided, special-interest proposal into law. House Bill 5695 was initiated by the senior management of Echlin, Inc. (NYSE:ECH) before they had even considered SPX's full and fair offer to acquire Echlin, and is nothing more than a self-serving effort to protect the jobs of a handful of high-level corporate executives at the expense of all Connecticut companies, their shareholders and their employees. Under House Bill 5695, even if 100% of Echlin shareholders voted to remove directors, they could not be removed at a special meeting 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 that all shareholders wanted. Only the old Board - the directors unanimously voted out by the shareholders - would be able to approve it for five years. No other state has ever enacted such extreme legislation that would strip shareholders of their fundamental rights. "House Bill 5695 is bad for Connecticut. This constitutionally questionable legislation could entrench senior management of Connecticut companies, prevent those companies from growing through beneficial business combinations, and destroy value for shareholders of all Connecticut companies. If House Bill 5695 is enacted into law, the employees and surrounding communities of Connecticut companies will ultimately suffer as individuals and institutions avoid investing in companies in which they could be deprived of their shareholder rights without any say. "SPX remains committed to completing this compelling transaction. We will continue to vigorously oppose House Bill 5695, and take all necessary steps to protect shareholder interests." 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-----