-----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, WSTW9mrQe7OBh9qRtwQb8Gwu8EEE8EYBkeNZYMQV3bN2iOJymXe24lykit243Zft kL+AfjlvVUpeEzMezwKlMQ== 0000895345-98-000176.txt : 19980323 0000895345-98-000176.hdr.sgml : 19980323 ACCESSION NUMBER: 0000895345-98-000176 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980319 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: 98569001 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 ISS REPORT RECOMMENDS ECHLIN SHAREHOLDERS DEMAND SPECIAL MEETING ON SPX OFFER ISS Report Also Criticizes Proposed Connecticut House Bill 5695 - ---------------------------------------------------------------------- MUSKEGON, MI, March 19, 1998 - SPX Corporation (NYSE:SPW) today announced that Institutional Shareholder Services ("ISS"), the nation's leading independent proxy advisory firm, has released a report recommending that Echlin Inc. (NYSE:ECH) shareholders demand a special shareholder meeting to consider SPX's offer to acquire Echlin. In addition, the ISS report supports SPX's efforts to defeat proposed Connecticut House Bill 5695, which would severely restrict the ability of shareholders in Connecticut companies to call special shareholder meetings. ISS said, in its report, "ISS recommends that shareholders CONSENT to holding the special meeting." ISS added, "ISS fails to discern any justification for the Echlin board's disregard of SPX's takeover offer." ISS contined, "ISS believes, and various market analysts concur, that SPX has presented compelling strategic reasons for a potential acquisition." With respect to proposed Connecticut House Bill 5695, ISS stated, "[Echlin] management argues that House Bill 5695 is designed to slow down the process initiated by SPX and to forestall a two-percent shareholder from taking advantage of Connecticut law to seize control of the board. This somehow assumes that SPX has the ability to railroad a majority of other shareholders into following its proposed course of action. It also ignores the statutory timetable for holding the special meeting, which could be delayed to as late as June. We consider this an adequate amount of time for the Echlin board to consider other alternatives and for shareholders to evaluate the SPX offer. Additionally, the Echlin board and management have had more than a year to evaluate a merger with SPX, but their public statements indicate that they are simply not interested in any deal." ISS continued, "In championing the Connecticut bill, we believe Echlin is truly taking the 'just say no' defense to new heights. Faced with an attractice takeover offer and a recalcitrant board, shareholders would be prohibited from removing directors without cause for a year (or effectively until the next annual meeting)..." ISS added, "If passed and upheld by the judicial system, House Bill 5695 would have far-reaching implications not only for Echlin shareholders, but for those of other companies incorporated in the state." ISS continued, "...the ultimate acceptance or rejection of a takeover offer should be the purview of shareholders, who are the owners of the company. This should also be the case at Echlin. ISS is in favor of preserving the right of shareholders to call special meetings and to remove their duly appointed representatives to the board if they see fit. We therefore support the dissident's [SPX's] call to hold a special meeting." ISS added, "Shareholders are reminded that nonvotes count as votes against calling the special meeting." 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-----