SPX Corp – ‘8-K15D5’ for 6/26/96

As of:  Thursday, 6/27/96   ·   For:  6/26/96   ·   Accession #:  88205-96-3   ·   File #:  1-06948

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Notice of Assumption of Duty to Report by a Successor Issuer   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K15D5     Notice of Assumption of Duty to Report by a            5     24K 
                          Successor Issuer                                       

Document Table of Contents

8-K15D5
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
 SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 25, 1996 

 SPX CORPORATION
(Exact name of registrant as specified in its charter)

Delaware                          0-419                       38-1016240  
(State or Other             (Commission File Number)          (IRS Employer     
jurisdiction of                                              Identification No.)
incorporation)                                                                  

700 Terrace Point Drive, Muskegon, Michigan 49443 
(Address of principal executive offices) (Zip Code) 

Registrant's telephone number, including area code: 616/724-5000

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ITEM 5. OTHER EVENTS.                                                           

                  On June 25, 1996, the Board of Directors of SPX Corporation, a
Delaware corporation (the "Company"), declared a dividend of one preferred share
purchase right (a "Right") for each  outstanding  share of common stock, $10 par
value per share (the "Common Shares"),  of the Company.  The dividend is payable
on June 25, 1996 (the "Record Date") to the shareholders of record on that date.
Each Right  entitles  the  registered  holder to  purchase  from the Company one
one-thousandth of a share of Series A Junior  Participating  Preferred Stock, no
par value (the  "Preferred  Shares"),  of the Company at a price of $100 per one
one-thousandth  of  a  Preferred  Share  (the  "Purchase  Price"),   subject  to
adjustment.  The  description  and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and The Bank of New York,
as Rights Agent (the "Rights Agent").                                           

                  Until the  earlier to occur of (i) 10 days  following a public
announcement  that a person or group of affiliated or associated  persons (other
than (A) the Company,  (B) a majority-owned  subsidiary of the Company,  (C) any
employee  benefit plan of the Company or any  majority-owned  subsidiary  of the
Company, or (D) any entity holding Common Shares for or pursuant to the terms of
any  such  plan)  have  acquired  beneficial  ownership  of 15% or  more  of the
outstanding  Common Shares (an "Acquiring  Person") or (ii) 10 business days (or
such later date as may be determined  by action of the Board of Directors  prior
to such time as any person or group of affiliated  persons  becomes an Acquiring
Person)  following the commencement of, or announcement of an intention to make,
a tender offer or exchange offer the  consummation  of which would result in the
beneficial  ownership  by a person  or  group of 15% or more of the  outstanding
Common Shares (the earlier of such dates being called the "Distribution  Date"),
the  Rights  will  be  evidenced,  with  respect  to  any of  the  Common  Share
certificates outstanding as of the Record Date, by such Common Share certificate
with a copy of the Summary of Rights attached thereto.                          

                  The Rights  Agreement  provides that,  until the  Distribution
Date (or earlier  redemption or  expiration  of the Rights),  the Rights will be
transferred with and only with the Common Shares.  Until the  Distribution  Date
(or  earlier  redemption  or  expiration  of  the  Rights),   new  Common  Share
certificates  issued  after the Record  Date upon  transfer  or new  issuance of
Common  Shares will  contain a notation  incorporating  the Rights  Agreement by
reference.  Until the Distribution Date (or earlier  redemption or expiration of
the Rights),  the surrender for transfer of any  certificates  for Common Shares
outstanding  as of the Record Date,  even without such notation or a copy of the
Summary of Rights being attached  thereto,  will also constitute the transfer of
the Rights associated with the Common Shares represented by such certificate. As
soon as  practicable  following the  Distribution  Date,  separate  certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common  Shares as of the close of business on the  Distribution  Date and
such separate Right Certificates alone will evidence the Rights.                

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                  The Rights are not exercisable  until the  Distribution  Date.
The Rights will expire on June 25, 2006 (the "Final  Expiration  Date"),  unless
the Final  Expiration Date is extended or unless the Rights are earlier redeemed
or exchanged by the Company, in each case, as described below.                  

                  The Purchase Price payable, and the number of Preferred Shares
or other  securities  or  property  issuable,  upon  exercise  of the Rights are
subject to adjustment from time to time to prevent  dilution (i) in the event of
a stock dividend on, or a subdivision,  combination or reclassification  of, the
Preferred  Shares,  (ii) upon the grant to  holders of the  Preferred  Shares of
certain  rights or warrants to subscribe for or purchase  Preferred  Shares at a
price, or securities  convertible into Preferred Shares with a conversion price,
less than the  then-current  market price of the Preferred  Shares or (iii) upon
the distribution to holders of the Preferred Shares of evidences of indebtedness
or assets  (excluding  regular  periodic cash  dividends paid out of earnings or
retained  earnings or dividends  payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).                        

                  The  number  of  outstanding  Rights  and  the  number  of one
one-thousandths  of a Preferred  Share  issuable upon exercise of each Right are
also subject to adjustment in the event of a stock split of the Common Shares or
a stock dividend on the Common Shares payable in Common Shares or  subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.                                                 

                  Preferred Shares  purchasable upon exercise of the Rights will
not  be  redeemable.  Each  Preferred  Share  will  be  entitled  to  a  minimum
preferential  quarterly dividend payment of $5 per share but will be entitled to
an aggregate  dividend of 1,000 times the dividend declared per Common Share. In
the event of liquidation,  the holders of the Preferred  Shares will be entitled
to a minimum  preferential  liquidation  payment of $1,000 per share but will be
entitled to an  aggregate  payment of 1,000  times the  payment  made per Common
Share.  Each  Preferred  Share will have 1,000 votes,  voting  together with the
Common  Shares.  Finally,  in the event of any  merger,  consolidation  or other
transaction in which Common Shares are exchanged,  each Preferred  Share will be
entitled to receive  1,000 times the amount  received  per Common  Share.  These
rights are protected by customary antidilution provisions.                      

                  Because of the nature of the  Preferred  Shares,  dividend and
liquidation rights, the value of the one one-thousandth  interest in a Preferred
Share  purchasable  upon exercise of each Right should  approximate the value of
one Common Share.                                                               

                  In the event that the Company is acquired in a merger or other
business  combination  transaction or 50% or more of its consolidated  assets or
earning  power are sold after a person or group has become an Acquiring  Person,
proper  provision  will be made so that each  holder of a Right will  thereafter
have the  right  to  receive,  upon the  exercise  thereof  at the then  current
exercise  price of the  Right,  that  number of  shares  of common  stock of the
acquiring company which at the time of such transaction will have a market value
of two times the  exercise  price of the Right.  In the event that any person or
group of affiliated or associated  persons becomes an Acquiring  Person,  proper
provision  shall be made so that  each  holder  of a Right,  other  than  Rights
beneficially owned by the Acquiring Person (which will thereafter be void), will
thereafter  have the right to receive upon exercise that number of Common Shares
having a market value of two times the exercise price of the Right.             

                  At any time  after any person or group  becomes  an  Acquiring
Person and prior to the  acquisition  by such  person or group of 50% or more of
the  outstanding  Common  Shares,  the Board of  Directors  of the  Company  may
exchange the Rights  (other than Rights owned by such person or group which will
have  become  void),  in whole or in part,  at an  exchange  ratio of one Common
Share, or one  one-thousandth  of a Preferred Share (or of a share of a class or
series of the Company's  preferred stock having equivalent  rights,  preferences
and privileges), per Right (subject to adjustment).                             

                  With certain  exceptions,  no adjustment in the Purchase Price
will be required until cumulative  adjustments require an adjustment of at least
1% in such Purchase Price. No fractional  Preferred Shares will be issued (other
than fractions which are integral multiples of one one-thousandth of a Preferred
Share,  which may, at the  election of the Company,  be evidenced by  depository
receipts) and in lieu  thereof,  an adjustment in cash will be made based on the
market price of the  Preferred  Shares on the last trading day prior to the date
of exercise.                                                                    

                  At any  time  prior  to such  time as any  person  becomes  an
Acquiring Person, the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $0.01 per Right (the "Redemption  Price").
The  redemption  of the  Rights may be made  effective  at such time and on such
basis with such  conditions as the Board of Directors in its sole discretion may
establish.  Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.                                                   

                  The  terms  of the  Rights  may be  amended  by the  Board  of
Directors  of the  Company  without  the  consent of the  holders of the Rights,
including an amendment to lower certain  thresholds  described above to not less
than the  greater  of (i) the sum of .001%  and the  largest  percentage  of the
outstanding  Common Shares then known to the Company to be beneficially owned by
any person or group of affiliated or associated  persons (other than an excepted
person)  and (ii) 10%,  except  that from and after  such time as any  person or
group of affiliated or associated  persons  becomes an Acquiring  Person no such
amendment may adversely affect the interests of the holders of the Rights.      

                  Until a Right is exercised,  the holder thereof, as such, will
have no rights as a shareholder of the Company,  including,  without limitation,
the right to vote or to receive dividends.                                      

                  The Rights have certain anti-takeover effects. The Rights will
cause  substantial  dilution  to a person or group that  attempts to acquire the
Company  on terms not  approved  by the  Company's  Board of  Directors,  except
pursuant  to an offer  conditioned  on a  substantial  number  of  Rights  being
acquired.  The Rights  should not  interfere  with any merger or other  business
combination  approved by the Board of Directors since the Rights may be redeemed
by the Company at the Redemption  Price prior to the time that a person or group
has acquired beneficial ownership of 15% or more of the Common Shares.          

                  The Rights Agreement,  dated as of June 25, 1996,  between the
Company and The Bank of New York, as Rights Agent,  specifying  the terms of the
Rights and of the Preferred are attached hereto as exhibits and are incorporated
herein by reference. The foregoing description of the Rights is qualified in its
entirety by reference to such exhibits.                                         

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS                                      

(c)      Exhibits                                             

     4. Rights Agreement, dated as of June 25, 1996, between SPX Corporation and
The Bank of New York which  includes  the Amended and  Restated  Certificate  of
Designation,  Preferences  and Rights  setting  forth the terms of the preferred
stock, as Exhibit A, the Form of Right  Certificate as Exhibit B and the Summary
of Rights to  Purchase  Preferred  Shares as Exhibit C,  incorporated  herein by
reference to Exhibit 1 to the Registration  Statement on Form 8-A dated June 25,
1996 and filed by SPX Corporation with the Securities and Exchange Commission on
June 25, 1996 (the "Form 8-A"). Pursuant to the Rights Agreement,  printed Right
Certificates  will not be mailed until as soon as practicable  after the earlier
of the tenth day after public  announcement  that a person or group has acquired
beneficial  ownership of 15% or more of the Common Shares or the tenth  business
day  (or  such  later  date as may be  determined  by  action  of the  Board  of
Directors) after a person commences,  or announces its intention to commence,  a
tender  offer or exchange  offer the  consummation  of which would result in the
beneficial ownership by a person or group of 15% or more of the Common Shares.  

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 SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.                                           

Date:  June 26, 1996                                 SPX CORPORATION            

                                              /s/ John B. Blystone
                                                 Name:  John B. Blystone
                                                 Title: Chairman & Chief
                                                         Executive Officer

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EXHIBIT LIST

     4. Rights Agreement, dated as of June 25, 1996, between SPX Corporation and
The Bank of New York which  includes  the Amended and  Restated  Certificate  of
Designation,  Preferences  and Rights  setting  forth the terms of the preferred
stock, as Exhibit A, the Form of Right  Certificate as Exhibit B and the Summary
of Rights to  Purchase  Preferred  Shares as Exhibit C,  incorporated  herein by
reference  to  Exhibit  1 to the Form 8-A.  Pursuant  to the  Rights  Agreement,
printed Right Certificates will not be mailed until as soon as practicable after
the earlier of the tenth day after  public  announcement  that a person or group
has acquired  beneficial  ownership  of 15% or more of the Common  Shares or the
tenth  business  day (or such later date as may be  determined  by action of the
Board of  Directors)  after a person  commences,  or announces  its intention to
commence,  a tender  offer or  exchange  offer the  consummation  of which would
result in the  beneficial  ownership  by a person or group of 15% or more of the
Common Shares.                                                                  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K15D5’ Filing		Date		First		Last			Other Filings
		6/25/06		3
Filed on:		6/27/96
For Period End:		6/26/96		4					8-A12B
		6/25/96		1		5
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