0001104659-13-067546.txt : 20130830 0001104659-13-067546.hdr.sgml : 20130830 20130830172635 ACCESSION NUMBER: 0001104659-13-067546 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20130830 DATE AS OF CHANGE: 20130830 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. GROUP MEMBERS: RELATIONAL INVESTORS XXIV, L.P. GROUP MEMBERS: RH FUND 1, 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: 131073154 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 a13-19956_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. 3)*

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)

 

August 28, 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
6,898,535

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
6,898,535

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,898,535

 

 

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)
15.22%

 

 

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
1,680,810

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
1,680,810

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,680,810

 

 

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)
3.71%

 

 

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
1,281,263

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
1,281,263

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,281,263

 

 

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)
2.83%

 

 

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
19,631

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
19,631

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
19,631

 

 

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)
0.04%

 

 

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
311,570

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
311,570

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
311,570

 

 

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)
0.69%

 

 

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
359,147

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
359,147

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
359,147

 

 

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)
0.79%

 

 

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
207,296

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
207,296

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
207,296

 

 

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)
0.46%

 

 

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
102,636

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
102,636

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
102,636

 

 

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

 

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
187,112

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
187,112

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
187,112

 

 

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)
0.41%

 

 

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
265,639

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
265,639

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
265,639

 

 

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)
0.59%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

11



 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Relational Investors XXIV, 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
3,537

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
3,537

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,537

 

 

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)
0.01%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

12



 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
RH Fund 1, 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
138,854

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
138,854

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
138,854

 

 

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)
0.31%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

13



 

 

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
6,898,535

 

9.

Sole Dispositive Power
-0-

 

10.

Shared Dispositive Power
6,898,535

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,898,535

 

 

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)
15.22%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

14



 

 

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
6,898,535

 

9.

Sole Dispositive Power
-0-

 

10.

Shared Dispositive Power
6,898,535

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,898,535

 

 

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)
15.22%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

15



 

Item 1.   Security and Issuer

 

This Schedule 13D/A constitutes the third amendment to the Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on February 25, 2013 and amended by Amendment No. 1 and No. 2 filed by the Reporting Persons with the SEC on March 25, 2013 and May 6, 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”), Relational Investors XXIII, L.P. (“RI XXIII”), Relational Investors XXIV, L.P. (“RI XXIV”) and RH Fund 1, L.P. (“RHF 1”), 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 2,341,040 Shares for a total consideration (including brokerage commissions) of $176.7 million derived from capital of RILLC and the Managed Accounts.

The Relational LPs purchased an aggregate of 4,557,495 Shares for total consideration (including brokerage commissions) of $335.8 million derived from the capital of the Relational LPs and margin borrowings from Credit Suisse Securities (USA) LLC (“CSSU”) for RFP, RCP, RI XX, RI XXIII and RHF 1.

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, RI XXIII and RHF 1 to secure repayment of the margin borrowings described above.

 

16



 

Item 5.   Interest in Securities of the Issuer

(a)           As of the date of this Statement, the Reporting Persons beneficially owned in the aggregate 6,898,535 Shares, constituting 15.22% of the outstanding Shares.  The percentage of Shares owned is based upon 45,329,902 Shares outstanding on July 26, 2013, as set forth in the Issuer’s Form 10-Q for the quarter ended June 29, 2013.  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

 

2,341,040

 

5.16

%

Sole

 

MC I

 

1,680,810

 

3.71

%

Sole

 

MC II

 

1,281,263

 

2.83

%

Sole

 

RFP

 

19,631

 

0.04

%

Sole

 

RCP

 

311,570

 

0.69

%

Sole

 

RI IX

 

359,147

 

0.79

%

Sole

 

RI XV

 

207,296

 

0.46

%

Sole

 

RI XVI

 

102,636

 

0.23

%

Sole

 

RI XX

 

187,112

 

0.41

%

Sole

 

RI XXIII

 

265,639

 

0.59

%

Sole

 

RI XXIV

 

3,537

 

0.01

%

Sole

 

RHF 1

 

138,854

 

0.31

%

Sole

 

17



RILLC, individually and in its capacity as an investment adviser, may be deemed to possess direct beneficial ownership of the 2,341,040 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 4,557,495 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.

 

18



 

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:  August 30, 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.
RELATIONAL INVESTORS XXIV, L.P.
RH FUND 1, 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

 

 

 

 

19


EX-99.A 2 a13-19956_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

 

137

 

8/28/2013

 

$

74.02

 

Open Market

 

Relational Investors LLC

 

Purchase

 

556

 

8/28/2013

 

$

74.01

 

Open Market

 

Relational Investors LLC

 

Purchase

 

172

 

8/28/2013

 

$

74.01

 

Open Market

 

Relational Investors LLC

 

Purchase

 

627

 

8/28/2013

 

$

74.02

 

Open Market

 

Relational Investors LLC

 

Purchase

 

2,545

 

8/28/2013

 

$

74.01

 

Open Market

 

Relational Investors LLC

 

Purchase

 

786

 

8/28/2013

 

$

74.01

 

Open Market

 

Relational Fund Partners, L.P.

 

Purchase

 

9

 

8/28/2013

 

$

74.02

 

Open Market

 

Relational Fund Partners, L.P.

 

Purchase

 

40

 

8/28/2013

 

$

74.01

 

Open Market

 

Relational Fund Partners, L.P.

 

Purchase

 

12

 

8/28/2013

 

$

74.01

 

Open Market

 

Relational Investors IX, L.P.

 

Purchase

 

116

 

8/28/2013

 

$

74.02

 

Open Market

 

Relational Investors IX, L.P.

 

Purchase

 

50

 

8/28/2013

 

$

74.02

 

Open Market

 

Relational Investors IX, L.P.

 

Purchase

 

673

 

8/28/2013

 

$

74.01

 

Open Market

 

Relational Investors IX, L.P.

 

Purchase

 

208

 

8/28/2013

 

$

74.01

 

Open Market

 

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

 

Purchase

 

5,098

 

8/28/2013

 

$

74.02

 

Open Market

 

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

 

Purchase

 

20,670

 

8/28/2013

 

$

74.01

 

Open Market

 

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

 

Purchase

 

6,389

 

8/28/2013

 

$

74.01

 

Open Market

 

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

 

Purchase

 

5,189

 

8/28/2013

 

$

74.02

 

Open Market

 

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

 

Purchase

 

21,023

 

8/28/2013

 

$

74.01

 

Open Market

 

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

 

Purchase

 

6,502

 

8/28/2013

 

$

74.01

 

Open Market

 

Relational Investors XV, L.P.

 

Purchase

 

115

 

8/28/2013

 

$

74.02

 

Open Market

 

Relational Investors XV, L.P.

 

Purchase

 

467

 

8/28/2013

 

$

74.01

 

Open Market

 

Relational Investors XV, L.P.

 

Purchase

 

144

 

8/28/2013

 

$

74.01

 

Open Market

 

Relational Investors XVI, L.P.

 

Purchase

 

65

 

8/28/2013

 

$

74.02

 

Open Market

 

Relational Investors XVI, L.P.

 

Purchase

 

263

 

8/28/2013

 

$

74.01

 

Open Market

 

Relational Investors XVI, L.P.

 

Purchase

 

81

 

8/28/2013

 

$

74.01

 

Open Market

 

Relational Investors XX, L.P.

 

Purchase

 

66

 

8/28/2013

 

$

74.02

 

Open Market

 

Relational Investors XX, L.P.

 

Purchase

 

269

 

8/28/2013

 

$

74.01

 

Open Market

 

Relational Investors XX, L.P.

 

Purchase

 

83

 

8/28/2013

 

$

74.01

 

Open Market

 

Relational Investors XXIII, L.P.

 

Purchase

 

72

 

8/28/2013

 

$

74.02

 

Open Market

 

Relational Investors XXIII, L.P.

 

Purchase

 

295

 

8/28/2013

 

$

74.01

 

Open Market

 

Relational Investors XXIII, L.P.

 

Purchase

 

91

 

8/28/2013

 

$

74.01

 

Open Market

 

Relational Investors XXIV, L.P.

 

Purchase

 

165

 

8/28/2013

 

$

74.02

 

Open Market

 

Relational Investors XXIV, L.P.

 

Purchase

 

670

 

8/28/2013

 

$

74.01

 

Open Market

 

Relational Investors XXIV, L.P.

 

Purchase

 

207

 

8/28/2013

 

$

74.01

 

Open Market

 

RH Fund 1, L.P.

 

Purchase

 

100

 

8/28/2013

 

$

74.02

 

Open Market

 

RH Fund 1, L.P.

 

Purchase

 

406

 

8/28/2013

 

$

74.01

 

Open Market

 

RH Fund 1, L.P.

 

Purchase

 

125

 

8/28/2013

 

$

74.01

 

Open Market

 

Relational Investors LLC

 

Purchase

 

59

 

8/29/2013

 

$

74.02

 

Open Market

 

Relational Investors LLC

 

Purchase

 

272

 

8/29/2013

 

$

74.02

 

Open Market

 

Relational Fund Partners, L.P.

 

Purchase

 

3

 

8/29/2013

 

$

74.02

 

Open Market

 

Relational Investors IX, L.P.

 

Purchase

 

50

 

8/29/2013

 

$

74.02

 

Open Market

 

Relational Investors IX, L.P.

 

Purchase

 

22

 

8/29/2013

 

$

74.02

 

Open Market

 

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

 

Purchase

 

2,213

 

8/29/2013

 

$

74.02

 

Open Market

 

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

 

Purchase

 

2,257

 

8/29/2013

 

$

74.02

 

Open Market

 

Relational Investors XV, L.P.

 

Purchase

 

50

 

8/29/2013

 

$

74.02

 

Open Market

 

Relational Investors XVI, L.P.

 

Purchase

 

28

 

8/29/2013

 

$

74.02

 

Open Market

 

Relational Investors XX, L.P.

 

Purchase

 

28

 

8/29/2013

 

$

74.02

 

Open Market

 

Relational Investors XXIII, L.P.

 

Purchase

 

31

 

8/29/2013

 

$

74.02

 

Open Market

 

Relational Investors XXIV, L.P.

 

Purchase

 

71

 

8/29/2013

 

$

74.02

 

Open Market

 

RH Fund 1, L.P.

 

Purchase

 

43

 

8/29/2013

 

$

74.02

 

Open Market

 

 



 

Relational Investors LLC

 

Purchase

 

377

 

8/30/2013

 

$

74.00

 

Open Market

 

Relational Investors LLC

 

Purchase

 

1,637

 

8/30/2013

 

$

74.01

 

Open Market

 

Relational Investors LLC

 

Purchase

 

1,724

 

8/30/2013

 

$

74.00

 

Open Market

 

Relational Investors LLC

 

Purchase

 

7,486

 

8/30/2013

 

$

74.01

 

Open Market

 

Relational Fund Partners, L.P.

 

Purchase

 

27

 

8/30/2013

 

$

74.00

 

Open Market

 

Relational Fund Partners, L.P.

 

Purchase

 

123

 

8/30/2013

 

$

74.01

 

Open Market

 

Relational Investors IX, L.P.

 

Purchase

 

456

 

8/30/2013

 

$

74.00

 

Open Market

 

Relational Investors IX, L.P.

 

Purchase

 

1,387

 

8/30/2013

 

$

74.01

 

Open Market

 

Relational Investors IX, L.P.

 

Purchase

 

595

 

8/30/2013

 

$

74.01

 

Open Market

 

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

 

Purchase

 

14,005

 

8/30/2013

 

$

74.00

 

Open Market

 

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

 

Purchase

 

60,787

 

8/30/2013

 

$

74.01

 

Open Market

 

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

 

Purchase

 

14,244

 

8/30/2013

 

$

74.00

 

Open Market

 

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

 

Purchase

 

61,801

 

8/30/2013

 

$

74.01

 

Open Market

 

Relational Investors XV, L.P.

 

Purchase

 

316

 

8/30/2013

 

$

74.00

 

Open Market

 

Relational Investors XV, L.P.

 

Purchase

 

1,374

 

8/30/2013

 

$

74.01

 

Open Market

 

Relational Investors XVI, L.P.

 

Purchase

 

178

 

8/30/2013

 

$

74.00

 

Open Market

 

Relational Investors XVI, L.P.

 

Purchase

 

776

 

8/30/2013

 

$

74.01

 

Open Market

 

Relational Investors XX, L.P.

 

Purchase

 

182

 

8/30/2013

 

$

74.00

 

Open Market

 

Relational Investors XX, L.P.

 

Purchase

 

792

 

8/30/2013

 

$

74.01

 

Open Market

 

Relational Investors XXIII, L.P.

 

Purchase

 

200

 

8/30/2013

 

$

74.00

 

Open Market

 

Relational Investors XXIII, L.P.

 

Purchase

 

870

 

8/30/2013

 

$

74.01

 

Open Market

 

Relational Investors XXIV, L.P.

 

Purchase

 

454

 

8/30/2013

 

$

74.00

 

Open Market

 

Relational Investors XXIV, L.P.

 

Purchase

 

1,970

 

8/30/2013

 

$

74.01

 

Open Market

 

RH Fund 1, L.P.

 

Purchase

 

275

 

8/30/2013

 

$

74.00

 

Open Market

 

RH Fund 1, L.P.

 

Purchase

 

1,195

 

8/30/2013

 

$

74.01

 

Open Market

 

 


EX-99.B 3 a13-19956_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 30th day of August, 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.
RELATIONAL INVESTORS XXIV, L.P.

RH FUND 1, 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