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SPX Technologies, Inc. — Major Shareholding Notification 2005
Aug 4, 2005
30660_mrq_2005-08-04_5d90aafa-202e-4d8e-a74f-30e17e23f03d.zip
Major Shareholding Notification
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SC 13D/A 1 a05-14171_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. 2)*
*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 Road, Suite 600*
*San Diego, CA 92130*
*(858) 704-3333*
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
*August 2, 2005*
(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 persons 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).
SEQ.=1,FOLIO='',FILE='C:\JMS\schella\05-14171-1\task521014\14171-1-ba-1.htm',USER='schellamuthu',CD='Aug 4 06:19 2005'
| CUSIP
No. 784635104 — 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) | ý |
| | (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 2,654,665 |
| | 8. | Shared
Voting Power -0- |
| | 9. | Sole
Dispositive Power 2,654,665 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,654,665 | |
| 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) 3.53% | |
| 14. | Type of Reporting Person
(See Instructions) IA/HC/OO | |
2
SEQ.=1,FOLIO='2',FILE='C:\JMS\schella\05-14171-1\task521014\14171-1-ba-1.htm',USER='schellamuthu',CD='Aug 4 06:19 2005'
| 2. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors, L.P. — Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | ý |
| | (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 518,474 |
| | 8. | Shared
Voting Power -0- |
| | 9. | Sole
Dispositive Power 518,474 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 518,474 | |
| 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 | |
3
SEQ.=1,FOLIO='3',FILE='C:\JMS\schella\05-14171-1\task521014\14171-1-ba-1.htm',USER='schellamuthu',CD='Aug 4 06:19 2005'
| 2. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Fund Partners, L.P. — Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | ý |
| | (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 21,430 |
| | 8. | Shared
Voting Power -0- |
| | 9. | Sole
Dispositive Power 21,430 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 21,430 | |
| 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 | |
4
SEQ.=1,FOLIO='4',FILE='C:\JMS\schella\05-14171-1\task521014\14171-1-ba-1.htm',USER='schellamuthu',CD='Aug 4 06:19 2005'
| 2. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Coast Partners, L.P. — Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | ý |
| | (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 46,621 |
| | 8. | Shared
Voting Power -0- |
| | 9. | Sole
Dispositive Power 46,621 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 46,621 | |
| 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) 0.06% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |
5
SEQ.=1,FOLIO='5',FILE='C:\JMS\schella\05-14171-1\task521014\14171-1-ba-1.htm',USER='schellamuthu',CD='Aug 4 06:19 2005'
| 2. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Partners, L.P. — Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | ý |
| | (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 17,714 |
| | 8. | Shared
Voting Power -0- |
| | 9. | Sole
Dispositive Power 17,714 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 17,714 | |
| 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) 0.02% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |
6
SEQ.=1,FOLIO='6',FILE='C:\JMS\schella\05-14171-1\task521014\14171-1-ba-1.htm',USER='schellamuthu',CD='Aug 4 06:19 2005'
| 2. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 1, L.P. — Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | ý |
| | (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 343,184 |
| | 8. | Shared
Voting Power -0- |
| | 9. | Sole
Dispositive Power 343,184 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 343,184 | |
| 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 | |
7
SEQ.=1,FOLIO='7',FILE='C:\JMS\schella\05-14171-1\task521014\14171-1-ba-1.htm',USER='schellamuthu',CD='Aug 4 06:19 2005'
| 2. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 2, L.P. — Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | ý |
| | (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 393,891 |
| | 8. | Shared
Voting Power -0- |
| | 9. | Sole
Dispositive Power 393,891 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 393,891 | |
| 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) 0.52% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |
8
SEQ.=1,FOLIO='8',FILE='C:\JMS\schella\05-14171-1\task521014\14171-1-ba-1.htm',USER='schellamuthu',CD='Aug 4 06:19 2005'
| 2. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 4, L.P. — Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | ý |
| | (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 77,756 |
| | 8. | Shared
Voting Power -0- |
| | 9. | Sole
Dispositive Power 77,756 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 77,756 | |
| 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) 0.10% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |
9
SEQ.=1,FOLIO='9',FILE='C:\JMS\schella\05-14171-1\task521014\14171-1-ba-1.htm',USER='schellamuthu',CD='Aug 4 06:19 2005'
| 2. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 6, L.P. — Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | ý |
| | (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 83,016 |
| | 8. | Shared
Voting Power -0- |
| | 9. | Sole
Dispositive Power 83,016 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 83,016 | |
| 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) 0.11% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |
10
SEQ.=1,FOLIO='10',FILE='C:\JMS\schella\05-14171-1\task521014\14171-1-ba-1.htm',USER='schellamuthu',CD='Aug 4 06:19 2005'
| 2. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 7, L.P. — Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | ý |
| | (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 45,732 |
| | 8. | Shared
Voting Power -0- |
| | 9. | Sole
Dispositive Power 45,732 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 45,732 | |
| 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) 0.06% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |
11
SEQ.=1,FOLIO='11',FILE='C:\JMS\schella\05-14171-1\task521014\14171-1-ba-1.htm',USER='schellamuthu',CD='Aug 4 06:19 2005'
| 2. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors III, L.P. — Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | ý |
| | (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 26,367 |
| | 8. | Shared
Voting Power -0- |
| | 9. | Sole
Dispositive Power 26,367 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 26,367 | |
| 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 | |
12
SEQ.=1,FOLIO='12',FILE='C:\JMS\schella\05-14171-1\task521014\14171-1-ba-1.htm',USER='schellamuthu',CD='Aug 4 06:19 2005'
| 2. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors VIII,
L.P. — Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | ý |
| | (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 541,881 |
| | 8. | Shared
Voting Power -0- |
| | 9. | Sole
Dispositive Power 541,881 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 541,881 | |
| 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) 0.72% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |
13
SEQ.=1,FOLIO='13',FILE='C:\JMS\schella\05-14171-1\task521014\14171-1-ba-1.htm',USER='schellamuthu',CD='Aug 4 06:19 2005'
| 2. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors X, L.P. — Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | ý |
| | (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 39,865 |
| | 8. | Shared
Voting Power -0- |
| | 9. | Sole
Dispositive Power 39,865 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 39,865 | |
| 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) 0.05% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |
14
SEQ.=1,FOLIO='14',FILE='C:\JMS\schella\05-14171-1\task521014\14171-1-ba-1.htm',USER='schellamuthu',CD='Aug 4 06:19 2005'
| 2. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XI, L.P. — Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | ý |
| | (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 101,947 |
| | 8. | Shared
Voting Power -0- |
| | 9. | Sole
Dispositive Power 101,947 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 101,947 | |
| 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) 0.14% | |
| 14. | Type
of Reporting Person (See Instructions) PN | |
15
SEQ.=1,FOLIO='15',FILE='C:\JMS\schella\05-14171-1\task521014\14171-1-ba-2.htm',USER='schellamuthu',CD='Aug 4 06:32 2005'
| 2. | Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only) Relational Investors XII, L.P. — Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | ý |
| | (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 47,289 |
| | 8. | Shared
Voting Power -0- |
| | 9. | Sole
Dispositive Power 47,289 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 47,289 | |
| 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) 0.06% | |
| 14. | Type
of Reporting Person (See Instructions) PN | |
16
SEQ.=1,FOLIO='16',FILE='C:\JMS\schella\05-14171-1\task521014\14171-1-ba-2.htm',USER='schellamuthu',CD='Aug 4 06:32 2005'
| 2. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) Ralph V. Whitworth — Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | ý |
| | (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 2,654,665 |
| | 9. | Sole
Dispositive Power -0- |
| | 10. | Shared Dispositive Power 2,654,665 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,654,665 | |
| 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) 3.53% | |
| 14. | Type
of Reporting Person (See Instructions) IN | |
17
SEQ.=1,FOLIO='17',FILE='C:\JMS\schella\05-14171-1\task521014\14171-1-ba-2.htm',USER='schellamuthu',CD='Aug 4 06:32 2005'
| 2. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) David H. Batchelder — Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | ý |
| | (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 2,654,665 |
| | 9. | Sole
Dispositive Power -0- |
| | 10. | Shared Dispositive Power 2,654,665 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,654,665 | |
| 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) 3.53% | |
| 14. | Type
of Reporting Person (See Instructions) IN | |
18
SEQ.=1,FOLIO='18',FILE='C:\JMS\schella\05-14171-1\task521014\14171-1-ba-2.htm',USER='schellamuthu',CD='Aug 4 06:32 2005'
| 2. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) Joel L. Reed — Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | ý |
| | (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 2,654,665 |
| | 9. | Sole
Dispositive Power -0- |
| | 10. | Shared Dispositive Power 2,654,665 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,654,665 | |
| 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) 3.53% | |
| 14. | Type
of Reporting Person (See Instructions) IN | |
19
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| 2. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) James J. Zehentbauer — Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | ý |
| | (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 2,654,665 |
| | 9. | Sole
Dispositive Power -0- |
| | 10. | Shared Dispositive Power 2,654,665 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,654,665 | |
| 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) 3.53% | |
| 14. | Type
of Reporting Person (See Instructions) IN | |
20
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| Item 1. | Security and Issuer |
|---|---|
| This | |
| statement on Schedule 13D (this Statement ) | |
| relates to the common stock, par value $10.00 per share (the Shares ), of SPX Corporation, a Delaware | |
| corporation (the Issuer ). The Issuers principal executive offices | |
| are located at 13515 Ballantyne Corporate Place, Charlotte, North Carolina | |
| 28277. | |
| Item 2. | Identity and Background |
| This Statement is being | |
| filed by and on behalf of Relational Investors, L.P. ( RILP ), | |
| Relational Fund Partners, L.P. ( RFP ), | |
| Relational Coast Partners, L.P. ( RCP ), | |
| Relational Partners, L.P. ( RP ), RH Fund | |
| 1, L.P. ( RH1 ), RH Fund 2, L.P. ( RH2 ), RH Fund 4, L.P. ( RH4 ), | |
| RH Fund 6, L.P. ( RH6 ), RH | |
| Fund 7, L.P. ( RH7 ), Relational Investors III, | |
| L.P. ( RI III ), Relational Investors VIII, | |
| L.P. ( RI VIII ), Relational Investors X, | |
| L.P. ( RI X ), Relational Investors XI, L.P. | |
| ( RI XI ) and Relational Investors XII, | |
| L.P. ( RI XII ). Each of RILP, RFP, RCP, RP, RH1, RH2, RH4, | |
| RH6, RH7, RI III, RI VIII, RI X, RI XI and RI XII is a Delaware limited | |
| partnership. The principal business of | |
| each of RILP, RFP, RCP, RP, RH1, RH2, RH4, RH6, RH7, RI III, RI VIII, RI X, | |
| RI XI and RI XII is investing in securities. | |
| This Statement is also | |
| being filed by and on behalf of Relational Investors, LLC ( RILLC ), a Delaware limited liability company. The principal business of RILLC is being | |
| the sole general partner of RILP, RFP, RCP, RP, RH1, RH2, RH4, RH6, RH7, RI | |
| VIII, RI XI and RI XII and the sole managing member of Relational Asset | |
| Management LLC and Relational Investors X GP LLC which serve as the general | |
| partners of RI III and RI X, respectively. | |
| RILP, RFP, RCP, RP, RH1, RH2, RH4, RH6, RH7, RI III, RI VIII, RI X, RI | |
| XI, RI XII and certain investment accounts are the beneficial owners of the | |
| securities covered by this Statement. | |
| Pursuant to the Limited Partnership Agreement of each of RILP, RFP, | |
| RCP, RP, RH1, RH2, RH4, RH6, RH7, RI III, RI VIII, RI X, RI XI and RI XII and | |
| the investment management agreement for the accounts managed by RILLC, RILLC | |
| has sole investment discretion and voting authority with respect to the | |
| securities covered by this Statement. | |
| This Statement is also | |
| being filed by and on behalf of Ralph V. Whitworth, David H. Batchelder, Joel | |
| L. Reed and James J. Zehentbauer. | |
| Messrs. Whitworth, Batchelder, Reed and Zehentbauer are the Principals | |
| of RILLC, in which capacity they share voting control and dispositive power | |
| over the securities covered by this Statement. Messrs. Whitworth, Batchelder, Reed and | |
| Zehentbauer, therefore, may be deemed to have shared indirect beneficial | |
| ownership of such securities. The | |
| present principal occupation of each of Messrs. Whitworth and Batchelder is | |
| serving as Principals of RILLC. The | |
| present principal occupation of Messrs. Reed and Zehentbauer is serving as a Principal | |
| of Relational Advisors LLC (Messrs. Whitworth, Batchelder, Reed and | |
| Zehentbauer, together with RILP, RFP, RCP, RP, RH1, RH2, RH4, RH6, RH7, RI | |
| III, RI VIII, RI X, RI XI, RI XII and RILLC, hereinafter, the RI Reporting Persons ). | |
| During the last five | |
| years, none of the RI 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 RI Reporting Persons is 12400 High Bluff Road, Suite 600, San | |
| Diego, CA 92130. | |
| Messrs. Whitworth, | |
| Batchelder, Reed and Zehentbauer are citizens of the United States. |
21
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| Item 3. |
|---|
| Not |
| applicable. |
22
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| Item 4. | Purpose of the Transaction. |
|---|---|
| As of the date hereof, | |
| none of the RI Reporting Persons has any present plan or intention which | |
| would result in or relate to any of the actions described in subparagraphs | |
| (a) through (j) of Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the |
| Issuer. | |
| (a) As | |
| of the date of this Statement, the RI Reporting Persons beneficially owned in | |
| the aggregate 2,654,665 Shares, constituting 3.53% of the outstanding | |
| Shares. The percentage of Shares owned | |
| being based upon 75,145,003 Shares outstanding on April 29, 2005, as set | |
| forth in the Issuers Quarterly Report on Form 10-Q for the quarterly period | |
| ended March 31, 2005. The RI Reporting | |
| Persons may be deemed to have direct beneficial ownership of the Shares as | |
| follows: |
| NAME | NUMBER OF SHARES | PERCENT OF OUTSTANDING SHARES |
|---|---|---|
| RILLC | 349,498 | 0.47 % |
| RILP | 518,474 | 0.69 % |
| RFP | 21,430 | 0.03 % |
| RCP | 46,621 | 0.06 % |
| RP | 17,714 | 0.02 % |
| RH1 | 343,184 | 0.46 % |
| RH2 | 393,891 | 0.52 % |
| RH4 | 77,756 | 0.10 % |
| RH6 | 83,016 | 0.11 % |
| RH7 | 45,732 | 0.06 % |
| RI III | 26,367 | 0.04 % |
| RI VIII | 541,881 | 0.72 % |
| RI X | 39,865 | 0.05 % |
| RI XI | 101,947 | 0.14 % |
| RI XII | 47,289 | 0.06 % |
RILLC, in its capacity as an investment advisor, may be deemed to possess direct beneficial ownership of the 349,498 Shares that are owned by its clients and held in accounts it manages. Additionally, RILLC, as
23
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| the sole general partner of each of RILP, RFP,
RCP, RP, RH1, RH2, RH4, RH6, RH7, RI VIII, RI XI and RI XII (collectively,
the Relational LPs ) and as the sole
managing member of the general partners of RI III and RI X, 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 2,654,665 Shares beneficially owned by
RILP, RFP, RCP, RP, RH1, RH2, RH4, RH6, RH7, RI III, RI VIII, RI X, RI XI and
RI XII because the limited partnership agreements of the Relational LPs and
the investment management agreement for the accounts managed by RILLC specify
that RILLC has sole investment discretion and voting authority with respect
to those Shares. |
| --- |
| Each of Messrs. Whitworth,
Batchelder, Reed and Zehentbauer, as Principals of RILLC, may be deemed to
share indirect beneficial ownership of the Shares which RILLC may
beneficially own. Each of Messrs.
Whitworth, Batchelder, Reed and Zehentbauer disclaims beneficial ownership of
such Shares for all other purposes. |
| To the best of the
knowledge of each of the RI Reporting Persons, other than as set forth above,
none of the persons named in Item 2 is the beneficial owner of any Shares. |
| (b) RILP
has the sole power to vote or direct the vote of 518,474 Shares and the sole
power to dispose or direct the disposition of such Shares. |
| RFP has the sole power to
vote or direct the vote of 21,430 Shares and the sole power to dispose or
direct the disposition of such Shares. |
| RCP has the sole power to
vote or direct the vote of 46,621 Shares and the sole power to dispose or
direct the disposition of such Shares. |
| RP has the sole power to
vote or direct the vote of 17,714 Shares and the sole power to dispose or
direct the disposition of such Shares. |
| RH1 has the sole power to
vote or direct the vote of 343,184 Shares and the sole power to dispose or
direct the disposition of such Shares. |
| RH2 has the sole power to
vote or direct the vote of 393,891 Shares and the sole power to dispose or
direct the disposition of such Shares. |
| RH4 has the sole power to
vote or direct the vote of 77,756 Shares and the sole power to dispose or
direct the disposition of such Shares. |
| RH6 has the sole power to
vote or direct the vote of 83,016 Shares and the sole power to dispose or
direct the disposition of such Shares. |
| RH7 has the sole power to
vote or direct the vote of 45,732 Shares and the sole power to dispose or
direct the disposition of such Shares. |
| RI III has the sole power
to vote or direct the vote of 26,367 Shares and the sole power to dispose or
direct the disposition of such Shares. |
| RI VIII has the sole power
to vote or direct the vote of 541,881 Shares and the sole power to dispose or
direct the disposition of such Shares. |
| RI X has the sole power to
vote or direct the vote of 39,865 Shares and the sole power to dispose or
direct the disposition of such Shares. |
24
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| RI XI has the sole power
to vote or direct the vote of 101,947 Shares and the sole power to dispose or
direct the disposition of such Shares. | |
| --- | --- |
| RI XII has the sole power
to vote or direct the vote of 47,289 Shares and the sole power to dispose or
direct the disposition of such Shares. | |
| RILLC has the sole power
to vote or direct the vote of 349,498 Shares held by accounts which it
manages, and the sole power to dispose or direct the disposition of such
Shares. In addition, RILLC, as sole
general partner of RILP, RFP, RCP, RP, RH1, RH2, RH4, RH6, RH7, RI VIII, RI
XI and RI XII and as the sole managing member of the general partners of RI
III and RI X, may be deemed to have the sole power to vote or direct the vote
of 2,305,167 Shares held by such Reporting Persons, and the sole power to
dispose or direct the disposition of such Shares. | |
| Messrs. Batchelder,
Whitworth, Reed and Zehentbauer, as the Principals of RILLC, may be deemed to
share the power to vote or to direct the vote and to dispose or to direct the
disposition of the 2,654,665 Shares beneficially owned by the RI Reporting
Persons. | |
| (c) All
transactions in the Shares by the RI Reporting Persons during the past 60
days are set forth on Exhibit 99.1 attached hereto and incorporated herein by
this reference. | |
| (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 the account managed by RILLC may be delivered to
such account. | |
| (e) The
RI Reporting Persons ceased to be the beneficial owner of more than 5 percent
of the Shares on August 2 , 2005. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer. |
| Except for the joint filing
agreement between and among the RI Reporting Persons previously filed as
Exhibit C to the Schedule 13D to which this amendment relates, and except for
the investment discretion and voting authority described in Item 2 and in the
respective partnership agreements of RILP, RFP, RCP, RP, RH1, RH2, RH4, RH6,
RH7, RI III, RI VIII, RI X, RI XI and RI XII which each contain provisions
whereby RILLC may, after certain adjustments, receive a percentage of
realized or unrealized profits, if any, derived from that partnerships
investments, to the best knowledge of the RI Reporting Persons, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the RI Reporting Persons or between the RI 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, finders 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. |
| | 99.1 Transactions in the Shares by RI Reporting Persons within the
last 60 days. |
25
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*Signatures*
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 4, 2005
RELATIONAL INVESTORS, L.P.
RELATIONAL FUND PARTNERS, L.P.
RELATIONAL COAST PARTNERS, L.P.
RELATIONAL PARTNERS, L.P.
RH FUND 1, L.P.
RH FUND 2, L.P.
RH FUND 4, L.P.
RH FUND 6, L.P.
RH FUND 7, L.P.
RELATIONAL INVESTORS III, L.P.
RELATIONAL INVESTORS VIII, L.P.
RELATIONAL INVESTORS X, L.P.
RELATIONAL INVESTORS XI, L.P.
RELATIONAL INVESTORS XII, L.P.
| By: | |
|---|---|
| as general partner to each, except as the sole | |
| managing member of the general partners of Relational Investors III, L.P. and Relational Investors X, L.P. | |
| 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 | |
| /s/ Joel L. Reed | |
| Joel L. Reed | |
| /s/ James J. Zehentbauer | |
| James J. Zehentbauer |
26
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