0001104659-13-024011.txt : 20130325 0001104659-13-024011.hdr.sgml : 20130325 20130325120912 ACCESSION NUMBER: 0001104659-13-024011 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20130325 DATE AS OF CHANGE: 20130325 GROUP MEMBERS: DAVID H. BATCHELDER GROUP MEMBERS: RALPH V. WHITWORTH GROUP MEMBERS: RELATIONAL COAST PARTNERS, L.P. GROUP MEMBERS: RELATIONAL FUND PARTNERS, L.P. GROUP MEMBERS: RELATIONAL INVESTORS IX, L.P. GROUP MEMBERS: RELATIONAL INVESTORS MID-CAP FUND I, L.P. GROUP MEMBERS: RELATIONAL INVESTORS MID-CAP FUND II, L.P. GROUP MEMBERS: RELATIONAL INVESTORS XV, L.P. GROUP MEMBERS: RELATIONAL INVESTORS XVI, L.P. GROUP MEMBERS: RELATIONAL INVESTORS XX, L.P. GROUP MEMBERS: RELATIONAL INVESTORS XXIII, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPX CORP CENTRAL INDEX KEY: 0000088205 STANDARD INDUSTRIAL CLASSIFICATION: METALWORKING MACHINERY & EQUIPMENT [3540] IRS NUMBER: 381016240 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-16002 FILM NUMBER: 13713389 BUSINESS ADDRESS: STREET 1: 13320 BALLANTYNE CORPORATE PLACE CITY: CHARLOTTE STATE: NC ZIP: 28277 BUSINESS PHONE: 704-752-4400 MAIL ADDRESS: STREET 1: 13320 BALLANTYNE CORPORATE PLACE CITY: CHARLOTTE STATE: NC ZIP: 28277 FORMER COMPANY: FORMER CONFORMED NAME: SEALED POWER CORP DATE OF NAME CHANGE: 19880515 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RELATIONAL INVESTORS LLC CENTRAL INDEX KEY: 0001047644 IRS NUMBER: 330694767 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 12400 HIGH BLUFF DRIVE STREET 2: SUITE 600 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 858.704.3333 MAIL ADDRESS: STREET 1: 12400 HIGH BLUFF DRIVE STREET 2: SUITE 600 CITY: SAN DIEGO STATE: CA ZIP: 92130 SC 13D/A 1 a13-8251_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 


Under the Securities Exchange Act of 1934
(Amendment No. 1)*

SPX Corporation

(Name of Issuer)

 

Common Stock, $10.00 par value

(Title of Class of Securities)

 

784635104

(CUSIP Number)

 

Ralph V. Whitworth
Relational Investors, LLC
12400 High Bluff Drive, Suite 600
San Diego, CA 92130
(858) 704-3333

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

March 21, 2013

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Relational Investors, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
4,651,287

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
4,651,287

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,651,287

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
9.90%

 

 

14.

Type of Reporting Person (See Instructions)
IA/HC/OO

 

2


 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Relational Investors Mid-Cap Fund I, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
1,294,719

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
1,294,719

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,294,719

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
2.76%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

3


 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Relational Investors Mid-Cap Fund II, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
979,418

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
979,418

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
979,418

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
2.08%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

4


 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Relational Fund Partners, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC/OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
13,054

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
13,054

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
13,054

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.03%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

5


 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Relational Coast Partners, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC/OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
237,564

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
237,564

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
237,564

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.51%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

6


 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Relational Investors IX, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
257,046

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
257,046

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
257,046

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.55%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

7


 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Relational Investors XV, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
129,968

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
129,968

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
129,968

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.28%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

8


 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Relational Investors XVI, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
56,566

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
56,566

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
56,566

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.12%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

9


 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Relational Investors XX, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC/OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
109,934

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
109,934

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
109,934

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.23%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

10


 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Relational Investors XXIII, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC/OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
155,915

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
155,915

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
155,915

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.33%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

11


 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Ralph V. Whitworth

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
NA

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
-0-

 

8.

Shared Voting Power
4,651,287

 

9.

Sole Dispositive Power
-0-

 

10.

Shared Dispositive Power
4,651,287

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,651,287

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
9.90%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

12


 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
David H. Batchelder

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
NA

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
-0-

 

8.

Shared Voting Power
4,651,287

 

9.

Sole Dispositive Power
-0-

 

10.

Shared Dispositive Power
4,651,287

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,651,287

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
9.90%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

13


 

Item 1.   Security and Issuer

 

This Schedule 13D/A constitutes the first amendment to the Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on February 25, 2013 (the “Statement”) with respect to the common stock, $10.00 par value (the “Shares”), of SPX Corporation (the “Issuer” or the “Company”). Except as specifically amended by this Schedule 13D/A, the Statement remains in full force and effect.

Item 2.   Identity and Background

This Statement is being filed by and on behalf of Relational Investors Mid-Cap Fund I, L.P. (“MC I”), Relational Investors Mid-Cap Fund II, L.P. (“MC II”), Relational Fund Partners, L.P. (“RFP”), Relational Coast Partners, L.P. (“RCP”), Relational Investors IX, L.P. (“RI IX”), Relational Investors XV, L.P. (“RI XV”), Relational Investors XVI, L.P. (“RI XVI”), Relational Investors XX, L.P. (“RI XX”) and Relational Investors XXIII, L.P. (“RI XXIII”), collectively, the “Relational LPs.”  Each of the Relational LPs is a Delaware limited partnership.  The principal business of each, is investing in securities.

This Statement is also being filed by Relational Investors, LLC (“RILLC”), a Delaware limited liability company.  The principal business of RILLC is being the sole general partner or sole managing member of the general partner of certain investment partnerships, including the Relational LPs and the investment adviser of certain client managed accounts, the “Managed Accounts”.  The Relational LPs and the Managed Accounts are the beneficial owners of the securities covered by this Statement.  Pursuant to the Limited Partnership Agreement of each of the Relational LPs, and the investment management agreement of the Managed Accounts, RILLC has sole investment discretion and voting authority with respect to the securities covered by this Statement.

This Statement is also being filed by Ralph V. Whitworth and David H. Batchelder.  Messrs. Whitworth and Batchelder are the Principals of RILLC, in which capacity they share voting control and dispositive power over certain securities covered by this Statement.  As such, Messrs. Whitworth and Batchelder may be deemed to have indirect beneficial ownership of such securities, but, each of Mr. Whitworth and Mr. Batchelder disclaim beneficial ownership of the Shares except to the extent of his pecuniary interest therein.  The present principal occupation of each of Messrs. Whitworth and Batchelder is serving as Principals of RILLC (Messrs. Whitworth and Batchelder, together with Relational LPs and RILLC, hereinafter, the “Reporting Persons”).

During the last five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The business address of each of the Reporting Persons is 12400 High Bluff Drive, Suite 600, San Diego, CA 92130.

Messrs. Whitworth and Batchelder are each citizens of the United States.

Item 3.   Source and Amount of Funds or Other Consideration

RILLC and the Managed Accounts purchased an aggregate of 1,417,103 Shares for a total consideration (including brokerage commissions) of $110.6 million derived from capital of RILLC and the Managed Accounts.

The Relational LPs purchased an aggregate of 3,234,184 Shares for total consideration (including brokerage commissions) of $240.0 million derived from the capital of the Relational LPs and margin borrowings from Credit Suisse Securities (USA) LLC (“CSSU”) for RFP, RCP, RI XX and RI XXIII.

Interest on the margin debt balance of the margin accounts described above is charged at the then Federal Funds Rate plus 50 basis points.  CSSU has a lien on the Shares held by RFP, RCP, RI XX and RI XXIII to secure repayment of the margin borrowings described above.

 

14


 

Item 5.   Interest in Securities of the Issuer

(a)           As of the date of this Statement, the Reporting Persons beneficially owned in the aggregate 4,651,287 Shares, constituting 9.90% of the outstanding Shares.  The percentage of Shares owned is based upon 46,985,608 Shares outstanding on February 15, 2013, as set forth in the Issuer’s Form 10-K for the year ended December 31, 2012.  The Reporting Persons may be deemed to have direct beneficial ownership of the Shares as follows:

NAME

 

NUMBER OF SHARES

 

% OF OUTSTANDING SHARES

 

VOTING AND DISPOSITIVE POWER

 

RILLC

 

1,417,103

 

3.02

%

Sole

 

MC I

 

1,294,719

 

2.76

%

Sole

 

MC II

 

979,418

 

2.08

%

Sole

 

RFP

 

13,054

 

0.03

%

Sole

 

RCP

 

237,564

 

0.51

%

Sole

 

RI IX

 

257,046

 

0.55

%

Sole

 

RI XV

 

129,968

 

0.28

%

Sole

 

RI XVI

 

56,566

 

0.12

%

Sole

 

RI XX

 

109,934

 

0.23

%

Sole

 

RI XXIII

 

155,915

 

0.33

%

Sole

 

15


RILLC, individually and in its capacity as an investment adviser, may be deemed to possess direct beneficial ownership of the 1,417,103 Shares that are owned by it and the Managed Accounts.  Additionally, RILLC, as the sole general partner, or sole managing member of the general partner, of each of the Relational LPs may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) the 3,234,184 Shares beneficially owned by the Relational LPs because the limited partnership agreements of the Relational LPs specify that RILLC has sole investment discretion and voting authority with respect to those Shares.

Each of Messrs. Whitworth and Batchelder, as Principals of RILLC, may be deemed to share indirect beneficial ownership of the Shares which RILLC may beneficially own.  Each of Messrs. Whitworth and Batchelder disclaims beneficial ownership of such Shares for all other purposes.

To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 is the beneficial owner of any Shares.

(b)           See item (a) above.

(c)           Except as set forth in Exhibit A to this Statement, none of the Reporting Persons has effected any transactions in the Shares during the past sixty days not previously reported.

(d)           No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement, except that dividends from, and proceeds from the sale of, the Shares held by accounts managed by RILLC may be delivered to such accounts.

(e)           Not applicable.

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Except for the joint filing agreement between and among the Reporting Persons attached hereto as Exhibit B, and except for the investment discretion and voting authority described in Item 2 of this Statement and in the respective partnership agreements and investment management agreements of the Relational LPs and Managed Accounts which each contain provisions whereby RILLC may, after certain adjustments, receive a percentage of realized or unrealized profits, if any, derived from that partnership’s or managed account’s investments, to the best of the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

Item 7.  Material to Be Filed as Exhibits

 

The following Exhibits are filed herewith:

 

Exhibit A – Information concerning transactions in the Shares effected by the Reporting Persons in the last 60 days not previously reported.

 

Exhibit B – Joint Filing Agreement.

 

16


 

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  March 25, 2013

RELATIONAL INVESTORS MID-CAP FUND I, L.P.
RELATIONAL INVESTORS MID-CAP FUND II, L.P.
RELATIONAL FUND PARTNERS, L.P.
RELATIONAL COAST PARTNERS, L.P.
RELATIONAL INVESTORS IX, L.P.
RELATIONAL INVESTORS XV, L.P.
RELATIONAL INVESTORS XVI, L.P.
RELATIONAL INVESTORS XX, L.P.
RELATIONAL INVESTORS XXIII, L.P.

By:

RELATIONAL INVESTORS, LLC

 

 

as general partner to each,

 

 

By:

/s/ Ralph V. Whitworth

 

 

 

Ralph V. Whitworth, Principal

 

 

 

RELATIONAL INVESTORS, LLC

 

 

 

 

 

 

By:

/s/ Ralph V. Whitworth

 

 

 

Ralph V. Whitworth, Principal

 

 

 

 

 

 

/s/ Ralph V. Whitworth

 

 

 

Ralph V. Whitworth

 

 

 

 

 

 

 

 

 

 

 

/s/ David H. Batchelder

 

 

 

David H. Batchelder

 

 

 

 

17

 EX-99.A 2 a13-8251_1ex99da.htm EXHIBIT A

Exhibit A

 

Transactions by Reporting Persons in the last 60 days not previously reported

 

Beneficial Ownership

 

Purchase or
Sale

 

Quantity

 

Transaction
Date

 

Price per Share
(including
commission)

 

How Effected

 

Relational Investors LLC

 

Purchase

 

593

 

2/25/2013

 

80.02

 

Open Market

 

Relational Coast Partners, L.P.

 

Purchase

 

729

 

2/25/2013

 

80.02

 

Open Market

 

Relational Fund Partners, L.P.

 

Purchase

 

46

 

2/25/2013

 

80.02

 

Open Market

 

Relational Investors IX, L.P.

 

Purchase

 

626

 

2/25/2013

 

80.02

 

Open Market

 

Relational Investors IX, L.P.

 

Purchase

 

269

 

2/25/2013

 

80.02

 

Open Market

 

Relational Investors Mid-Cap Fund I, L.P.

 

Purchase

 

3,023

 

2/25/2013

 

80.02

 

Open Market

 

Relational Investors Mid-Cap Fund II, L.P.

 

Purchase

 

2,368

 

2/25/2013

 

80.02

 

Open Market

 

Relational Investors XV, L.P.

 

Purchase

 

479

 

2/25/2013

 

80.02

 

Open Market

 

Relational Investors XX, L.P.

 

Purchase

 

426

 

2/25/2013

 

80.02

 

Open Market

 

Relational Investors XXIII, L.P.

 

Purchase

 

606

 

2/25/2013

 

80.02

 

Open Market

 

Relational Investors LLC

 

Purchase

 

2,340

 

2/25/2013

 

80.02

 

Open Market

 

Relational Investors LLC

 

Purchase

 

44,132

 

3/14/2013

 

81.90

 

Open Market

 

Relational Investors XVI, L.P.

 

Purchase

 

5,868

 

3/14/2013

 

81.90

 

Open Market

 

Relational Investors LLC

 

Purchase

 

57,372

 

3/15/2013

 

81.65

 

Open Market

 

Relational Investors LLC

 

Purchase

 

44,131

 

3/15/2013

 

81.74

 

Open Market

 

Relational Investors XVI, L.P.

 

Purchase

 

7,628

 

3/15/2013

 

81.65

 

Open Market

 

Relational Investors XVI, L.P.

 

Purchase

 

5,869

 

3/15/2013

 

81.74

 

Open Market

 

Relational Investors LLC

 

Purchase

 

89

 

3/20/2013

 

81.52

 

Open Market

 

Relational Investors LLC

 

Purchase

 

3,455

 

3/20/2013

 

81.79

 

Open Market

 

Relational Investors LLC

 

Purchase

 

3,455

 

3/20/2013

 

81.82

 

Open Market

 

Relational Investors LLC

 

Purchase

 

1,010

 

3/20/2013

 

81.52

 

Open Market

 

Relational Investors LLC

 

Purchase

 

38,763

 

3/20/2013

 

81.79

 

Open Market

 

Relational Investors LLC

 

Purchase

 

38,763

 

3/20/2013

 

81.82

 

Open Market

 

Relational Fund Partners, L.P.

 

Purchase

 

2

 

3/20/2013

 

81.52

 

Open Market

 

Relational Fund Partners, L.P.

 

Purchase

 

80

 

3/20/2013

 

81.79

 

Open Market

 

Relational Fund Partners, L.P.

 

Purchase

 

80

 

3/20/2013

 

81.82

 

Open Market

 

Relational Investors IX, L.P.

 

Purchase

 

45

 

3/20/2013

 

81.52

 

Open Market

 

Relational Investors IX, L.P.

 

Purchase

 

20

 

3/20/2013

 

81.52

 

Open Market

 

Relational Investors IX, L.P.

 

Purchase

 

2,536

 

3/20/2013

 

81.79

 

Open Market

 

Relational Investors IX, L.P.

 

Purchase

 

1,775

 

3/20/2013

 

81.82

 

Open Market

 

Relational Investors IX, L.P.

 

Purchase

 

761

 

3/20/2013

 

81.82

 

Open Market

 

Relational Investors XVI, L.P.

 

Purchase

 

134

 

3/20/2013

 

81.52

 

Open Market

 

Relational Investors XVI, L.P.

 

Purchase

 

5,166

 

3/20/2013

 

81.79

 

Open Market

 

Relational Investors XVI, L.P.

 

Purchase

 

5,166

 

3/20/2013

 

81.82

 

Open Market

 

Relational Investors LLC

 

Purchase

 

14,422

 

3/21/2013

 

81.44

 

Open Market

 

Relational Investors LLC

 

Purchase

 

3,455

 

3/21/2013

 

81.61

 

Open Market

 

Relational Investors LLC

 

Purchase

 

161,785

 

3/21/2013

 

81.44

 

Open Market

 

Relational Investors LLC

 

Purchase

 

38,760

 

3/21/2013

 

81.61

 

Open Market

 

Relational Fund Partners, L.P.

 

Purchase

 

338

 

3/21/2013

 

81.44

 

Open Market

 

Relational Fund Partners, L.P.

 

Purchase

 

81

 

3/21/2013

 

81.61

 

Open Market

 

Relational Investors IX, L.P.

 

Purchase

 

7,411

 

3/21/2013

 

81.44

 

Open Market

 

Relational Investors IX, L.P.

 

Purchase

 

3,176

 

3/21/2013

 

81.44

 

Open Market

 

Relational Investors IX, L.P.

 

Purchase

 

2,537

 

3/21/2013

 

81.61

 

Open Market

 

Relational Investors XVI, L.P.

 

Purchase

 

21,568

 

3/21/2013

 

81.44

 

Open Market

 

Relational Investors XVI, L.P.

 

Purchase

 

5,167

 

3/21/2013

 

81.61

 

Open Market

 

 

 

 EX-99.B 3 a13-8251_1ex99db.htm EXHIBIT B

Exhibit B

 

JOINT FILING AGREEMENT

In accordance with Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $10.00 par value, of SPX Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing.  In evidence thereof, the undersigned hereby execute this Agreement this 25th day of March, 2013.

 

RELATIONAL INVESTORS MID-CAP FUND I, L.P.
RELATIONAL INVESTORS MID-CAP FUND II, L.P.
RELATIONAL FUND PARTNERS, L.P.
RELATIONAL COAST PARTNERS, L.P.
RELATIONAL INVESTORS IX, L.P.
RELATIONAL INVESTORS XV, L.P.
RELATIONAL INVESTORS XVI, L.P.
RELATIONAL INVESTORS XX, L.P.
RELATIONAL INVESTORS XXIII, L.P.

 

By:

RELATIONAL INVESTORS, LLC

 

as general partner to each,

 

By:

/s/ Ralph V. Whitworth

 

 

 

Ralph V. Whitworth, Principal

 

 

 

 

 

RELATIONAL INVESTORS, LLC

 

 

 

 

 

 

 

 

By:

/s/ Ralph V. Whitworth

 

 

 

Ralph V. Whitworth, Principal

 

 

 

 

 

 

 

/s/ Ralph V. Whitworth

 

 

 

Ralph V. Whitworth

 

 

 

 

 

 

 

/s/ David H. Batchelder

 

 

 

David H. Batchelder