-----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, DsdD1wsnheTupqTikmtCrfaPTitRh0c7N3gNfIJ+n8rd93daDurWjORUZkJPZVf8 ci+Mn0XTqjBMr6jPfCDKXQ== 0000895345-02-000133.txt : 20020415 0000895345-02-000133.hdr.sgml : 20020415 ACCESSION NUMBER: 0000895345-02-000133 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020327 FILER: 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-68648 FILM NUMBER: 02588609 BUSINESS ADDRESS: STREET 1: 700 TERRACE POINT DR CITY: MUSKEGON STATE: MI ZIP: 49443 BUSINESS PHONE: 6167245000 MAIL ADDRESS: STREET 1: 700 TERRACE POINT DRIVE CITY: MUSKEGON STATE: MI ZIP: 49443 FORMER COMPANY: FORMER CONFORMED NAME: SEALED POWER CORP DATE OF NAME CHANGE: 19880515 424B3 1 sg424b3.txt 424B3 PROSPECTUS SUPPLEMENT NO. 4 $415,000,000 SPX CORPORATION LIQUID YIELD OPTION(TM) NOTES DUE 2021 (ZERO COUPON-SENIOR) AND COMMON SHARES ISSUABLE UPON CONVERSION AND/OR PURCHASE OF THE LYONS This prospectus supplement supplements the prospectus dated December 3, 2001 of SPX Corporation, as supplemented December 13, 2001, December 27, 2001 and January 11, 2002, relating to the sale by certain of our securityholders (including their pledgees, donees, assignees, transferees, successors and others who later hold any of our securityholders' interests) of up to $415,000,000 aggregate principal amount at maturity of LYONs and the common shares issuable upon conversion, and/or purchase by us, of the LYONs. You should read this prospectus supplement in conjunction with the prospectus, and this prospectus supplement is qualified by reference to the prospectus, except to the extent that the information in this prospectus supplement supersedes the information contained in the prospectus. Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the prospectus. The table of selling securityholders contained on page 44 of the prospectus is hereby amended to add the entities who are named below as selling securityholders.
AGGREGATE PRINCIPAL PERCENTAGE OF NUMBER OF PERCENTAGE OF AMOUNT AT MATURITY OF LYONS COMMON SHARES COMMON SHARES NAME LYONS THAT MAY OUTSTANDING THAT MAY BE OUTSTANDING(3) BE SOLD(1) SOLD(2) JP Morgan Securities Inc. $ 50,000,000 12.05% 221,470 * Lehman Brothers Inc. $ 7,000,000 1.69% 31,005 * Quattro Fund Ltd $ 2,000,000 * 8,858 * Zurich Institutional Benchmarks Management $ 1,500,000 * 6,644 * Additionally, the following represents updated information regarding the selling securityholders listed in the selling securityholders table in the prospectus: AGGREGATE PRINCIPAL PERCENTAGE OF NUMBER OF PERCENTAGE OF AMOUNT AT MATURITY OF LYONS COMMON SHARES COMMON SHARES NAME LYONS THAT MAY OUTSTANDING THAT MAY BE OUTSTANDING(3) BE SOLD(1) SOLD(2) Royal Bank of Canada $ 20,000,000(**) 4.82 88,588 * * Less than one percent (1%). ** Reflects revised total position of the selling securityholder. (1) Amounts indicated may be in excess of the total amount registered due to sales or transfers exempt from the registration requirements of the Securities Act since the date upon which the selling securityholders provided to us the information regarding their LYONs. (2) Assumes conversion of all of the holder's LYONs at a conversion rate of 4.4294 common shares per $1,000 principal amount at maturity of the LYONs. This conversion rate is subject to adjustment, however, as described under "Description of the LYONs--Conversion Rights." As a result, the number of common shares issuable upon conversion of the LYONs may increase or decrease in the future. Does not include common shares that may be issued by us upon purchase of LYONs by us at the option of the holder. (3) Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using 40,814,820 common shares outstanding as of March 15, 2002. In calculating this amount for each holder, we treated as outstanding the number of common shares issuable upon conversion of all of that holder's LYONs, but we did not assume conversion of any other holder's LYONs. Does not include common shares that may be issued by us upon purchase of LYONs by us at the option of the holder. Investing in the LYONs involves risks that are described in the "Risk Factors" section beginning on page 11 of the prospectus. Neither the Securities and Exchange Commission, any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. (TM)TRADEMARK OF MERRILL LYNCH & CO., INC. The date of this prospectus supplement is March 27, 2002.
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