-----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, KUpm7TZv4SgPM2cWISDEIMmwLBpXoTrCcAMl2F+tWhGDbyQ1L7KnB9hZAXDAwn6s XjGapLMt3EmJGjZgSiWiMA== 0000950103-98-000460.txt : 19980505 0000950103-98-000460.hdr.sgml : 19980505 ACCESSION NUMBER: 0000950103-98-000460 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980504 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: 98609086 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] May 4, 1998 ECHLIN INC. BOARD REJECTS SPX OFFER AS INADEQUATE; SAYS INTERESTS OF SHAREHOLDERS, OTHER CONSTITUENCIES WILL BE BEST SERVED BY A MERGER WITH DANA Branford, CT, May 4, 1998 -- Echlin Inc. (NYSE:ECH), the global motor vehicle parts manufacturer, announced today that its board of directors voted unanimously to recommend that Echlin shareholders reject SPX Corporation's exchange offer as not adequate and not in the best interests of Echlin, Echlin's shareholders or other Echlin constituencies. In connection with its deliberation on the SPX offer, the board received the opinion of its financial advisor, Salomon Smith Barney, that the SPX offer is inadequate. The board of directors also voted to approve and recommend to its shareholders a business combination with Dana Corporation. The board determined that the strategic merger with Dana was also superior from the viewpoint of Echlin's employees, suppliers, creditors, customers and communities in which Echlin operates. Larry McCurdy, chairman, president and chief executive officer of Echlin said, "We are delighted that the board has approved the combination with Dana. The board considered several factors in determining that the transaction is desirable, including the significantly superior immediate value it will provide to shareholders, along with the opportunity for all stakeholders to participate in the upside potential of a combined Echlin and Dana. In addition, the combined company will offer customers a full range of high-quality automotive products, building on both companies' strong brands and long-standing distribution relationships." Echlin will be filing its Schedule 14D-9 with the Securities and Exchange Commission today in which the reasons for the board's determinations will be described in greater detail. -----END PRIVACY-ENHANCED MESSAGE-----