-----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, MFf+6scFOZKrl5xHn7r4rNxDLAYHBMGYJlquhhK2CtcsZ+z7FLMtP1bXAV3dAhTY P6sgq3O/FE5Tedztbjxr4w== 0000950103-98-000358.txt : 19980407 0000950103-98-000358.hdr.sgml : 19980407 ACCESSION NUMBER: 0000950103-98-000358 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980406 SROS: NONE FILER: 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: DEFA14A SEC ACT: SEC FILE NUMBER: 001-04651 FILM NUMBER: 98587854 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 DEFA14A 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 [x] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [x] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 Echlin Inc. ------------------------------------------------ (Name of Registrant as Specified in Its Charter) ------------------------------------------------ (Name of Person(s) Filing Proxy Statement, if Other Than the 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)(1) 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 value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): -------------- (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 fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: -------------- (2) Form, Schedule or Registration Statement No.: -------------- (3) Filing Party: -------------- (4) Date Filed: [ECHLIN LOGO] For Further Information Contact: Paul Ryder Vice President Investor Relations ECHLIN ANNOUNCES THAT SPX FAILED TO DELIVER VALID DEMANDS NECESSARY TO CALL A SPECIAL MEETING; INITIATES SUIT AGAINST SPX FOR MAKING MISLEADING STATEMENTS BRANFORD, CONN., April 6, 1998 -- Echlin Inc. (NYSE:ECH), global motor vehicle parts manufacturer, today announced that, contrary to SPX Corporation's announcement on March 24, 1998, SPX has not delivered sufficient valid demands to Echlin to require Echlin to call a special meeting of Echlin shareholders. Echlin's Secretary and General Counsel, Jon Leckerling, stated, "Echlin retained an independent public accounting firm, Coopers & Lybrand, to conduct the count of demands delivered by SPX. Based on the count provided by Coopers & Lybrand, Echlin has determined that, on March 25, 1998, SPX delivered valid, unrevoked demands to call a special meeting of shareholders of Echlin amounting to approximately 2% of the total outstanding shares." Echlin is taking appropriate legal actions in connection with the actions of SPX and the statements made by SPX in claiming to deliver valid demands which were deficient. Mr. Leckerling stated, "Echlin is filing today a complaint in the Connecticut federal district court against SPX alleging violations of federal securities laws by SPX in connection with SPX's actions and its false statements." A letter sent by Mr. Leckerling to John Blystone, Chairman, President and Chief Executive Officer of SPX, follows. "Dear Mr. Blystone: We received from you on March 25, 1998, demands for a special meeting of Echlin shareholders, which purported to represent in excess of 35% of the outstanding shares of Echlin. SPX made a public announcement that Echlin will be required to call a special meeting of its shareholders due to the delivery of such demands, and repeated that claim on numerous occasions. As Secretary of Echlin, I have retained the independent public accounting firm of Coopers & Lybrand to conduct the count of the demands and revocations Echlin received. Based on the work of Coopers & Lybrand, I have determined that shareholders representing only 1,189,040 shares (or 1.9% of the total outstanding stock) delivered valid demands on March 25, 1998. Of course, this means that Echlin is not required to call a special meeting of shareholders under Connecticut law and, absent such requirement, Echlin does not intend to call such a special meeting. The vast majority of demands delivered by you were deficient in several respects. First, although you selected February 17, 1998 as the record date by signing and delivering your demand on that date, a large number of the demands delivered by you were solicited using a different record date. Therefore, those demands are invalid. Second, a large number of the demands delivered by you cannot be traced by this corporation to the registered holder of Echlin's stock. Specifically, you have delivered demands from persons and institutions who do not have a necessary proxy from a registered holder of this corporation's stock and, therefore, such demands come from persons and institutions who are not authorized to vote on the affairs of this corporation. Again, those demands are invalid. Echlin believes that your misuse of the proxy solicitation process and your false and misleading announcement that SPX obtained sufficient valid demands to call for a special shareholder meeting irreparably tainted the solicitation process, misled our shareholders and created uncertainty in the marketplace. Moreover, you and your management team have put Echlin and its shareholders through considerable, unnecessary expense and disturbance when you knew or should have known that the entire process you initiated was fatally flawed. Accordingly, Echlin has today filed an action in the Connecticut federal court with the objective, inter alia, of ensuring future compliance by SPX with the requirements of the federal securities laws." -----END PRIVACY-ENHANCED MESSAGE-----