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SPX Technologies, Inc. — Major Shareholding Notification 2005
Apr 8, 2005
30660_mrq_2005-04-08_7ad444b9-f7df-4f9d-8796-106019f47cbc.zip
Major Shareholding Notification
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SC 13D/A 1 a05-6492_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 Road, Suite 600*
*San Diego, CA 92130*
*(858) 704-3333*
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
*April 7, 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\mschroe\05-6492-1\task388805\6492-1-ba-1.htm',USER='mschroea',CD='Apr 7 20:10 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 4,257,145 |
| | 8. | Shared
Voting Power -0- |
| | 9. | Sole
Dispositive Power 4,257,145 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 4,257,145 | |
| 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) 5.69% | |
| 14. | Type of Reporting Person (See
Instructions) IA/HC/OO | |
2
SEQ.=1,FOLIO='2',FILE='C:\JMS\mschroe\05-6492-1\task388805\6492-1-ba-1.htm',USER='mschroea',CD='Apr 7 20:10 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 831,449 |
| | 8. | Shared
Voting Power -0- |
| | 9. | Sole
Dispositive Power 831,449 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 831,449 | |
| 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) 1.11% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |
3
SEQ.=1,FOLIO='3',FILE='C:\JMS\mschroe\05-6492-1\task388805\6492-1-ba-1.htm',USER='mschroea',CD='Apr 7 20:10 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 34,366 |
| | 8. | Shared
Voting Power -0- |
| | 9. | Sole
Dispositive Power 34,366 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 34,366 | |
| 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 | |
4
SEQ.=1,FOLIO='4',FILE='C:\JMS\mschroe\05-6492-1\task388805\6492-1-ba-1.htm',USER='mschroea',CD='Apr 7 20:10 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 74,763 |
| | 8. | Shared
Voting Power -0- |
| | 9. | Sole
Dispositive Power 74,763 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 74,763 | |
| 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 | |
5
SEQ.=1,FOLIO='5',FILE='C:\JMS\mschroe\05-6492-1\task388805\6492-1-ba-1.htm',USER='mschroea',CD='Apr 7 20:10 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 28,407 |
| | 8. | Shared
Voting Power -0- |
| | 9. | Sole
Dispositive Power 28,407 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 28,407 | |
| 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 | |
6
SEQ.=1,FOLIO='6',FILE='C:\JMS\mschroe\05-6492-1\task388805\6492-1-ba-1.htm',USER='mschroea',CD='Apr 7 20:10 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 550,347 |
| | 8. | Shared
Voting Power -0- |
| | 9. | Sole
Dispositive Power 550,347 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 550,347 | |
| 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) 0.74% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |
7
SEQ.=1,FOLIO='7',FILE='C:\JMS\mschroe\05-6492-1\task388805\6492-1-ba-1.htm',USER='mschroea',CD='Apr 7 20:10 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 631,662 |
| | 8. | Shared
Voting Power -0- |
| | 9. | Sole
Dispositive Power 631,662 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 631,662 | |
| 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) 0.84% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |
8
SEQ.=1,FOLIO='8',FILE='C:\JMS\mschroe\05-6492-1\task388805\6492-1-ba-1.htm',USER='mschroea',CD='Apr 7 20:10 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 124,691 |
| | 8. | Shared
Voting Power -0- |
| | 9. | Sole
Dispositive Power 124,691 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 124,691 | |
| 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) 0.17% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |
9
SEQ.=1,FOLIO='9',FILE='C:\JMS\mschroe\05-6492-1\task388805\6492-1-ba-1.htm',USER='mschroea',CD='Apr 7 20:10 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 133,128 |
| | 8. | Shared
Voting Power -0- |
| | 9. | Sole
Dispositive Power 133,128 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 133,128 | |
| 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) 0.18% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |
10
SEQ.=1,FOLIO='10',FILE='C:\JMS\mschroe\05-6492-1\task388805\6492-1-ba-1.htm',USER='mschroea',CD='Apr 7 20:10 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 73,338 |
| | 8. | Shared
Voting Power -0- |
| | 9. | Sole
Dispositive Power 73,338 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 73,338 | |
| 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 | |
11
SEQ.=1,FOLIO='11',FILE='C:\JMS\mschroe\05-6492-1\task388805\6492-1-ba-1.htm',USER='mschroea',CD='Apr 7 20:10 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 42,281 |
| | 8. | Shared
Voting Power -0- |
| | 9. | Sole
Dispositive Power 42,281 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 42,281 | |
| 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 | |
12
SEQ.=1,FOLIO='12',FILE='C:\JMS\mschroe\05-6492-1\task388805\6492-1-ba-1.htm',USER='mschroea',CD='Apr 7 20:10 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 868,987 |
| | 8. | Shared
Voting Power -0- |
| | 9. | Sole
Dispositive Power 868,987 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 868,987 | |
| 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) 1.16% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |
13
SEQ.=1,FOLIO='13',FILE='C:\JMS\mschroe\05-6492-1\task388805\6492-1-ba-1.htm',USER='mschroea',CD='Apr 7 20:10 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 63,928 |
| | 8. | Shared
Voting Power -0- |
| | 9. | Sole
Dispositive Power 63,928 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 63,928 | |
| 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) 0.09% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |
14
SEQ.=1,FOLIO='14',FILE='C:\JMS\mschroe\05-6492-1\task388805\6492-1-ba-1.htm',USER='mschroea',CD='Apr 7 20:10 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 163,487 |
| | 8. | Shared
Voting Power -0- |
| | 9. | Sole
Dispositive Power 163,487 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 163,487 | |
| 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) 0.22% | |
| 14. | Type
of Reporting Person (See Instructions) PN | |
15
SEQ.=1,FOLIO='15',FILE='C:\JMS\slasley\05-6492-1\task389696\6492-1-ba-2.htm',USER='slasley',CD='Apr 8 16:05 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 75,836 |
| | 8. | Shared
Voting Power -0- |
| | 9. | Sole
Dispositive Power 75,836 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 75,836 | |
| 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 | |
16
SEQ.=1,FOLIO='16',FILE='C:\JMS\slasley\05-6492-1\task389696\6492-1-ba-2.htm',USER='slasley',CD='Apr 8 16:05 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 4,257,145 |
| | 9. | Sole
Dispositive Power -0- |
| | 10. | Shared Dispositive Power 4,257,145 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 4,257,145 | |
| 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) 5.69% | |
| 14. | Type
of Reporting Person (See Instructions) IN | |
17
SEQ.=1,FOLIO='17',FILE='C:\JMS\slasley\05-6492-1\task389696\6492-1-ba-2.htm',USER='slasley',CD='Apr 8 16:05 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 4,257,145 |
| | 9. | Sole
Dispositive Power -0- |
| | 10. | Shared Dispositive Power 4,257,145 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 4,257,145 | |
| 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) 5.69% | |
| 14. | Type
of Reporting Person (See Instructions) IN | |
18
SEQ.=1,FOLIO='18',FILE='C:\JMS\slasley\05-6492-1\task389696\6492-1-ba-2.htm',USER='slasley',CD='Apr 8 16:05 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 4,257,145 |
| | 9. | Sole
Dispositive Power -0- |
| | 10. | Shared Dispositive Power 4,257,145 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 4,257,145 | |
| 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) 5.69% | |
| 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 4,257,145 |
| | 9. | Sole
Dispositive Power -0- |
| | 10. | Shared Dispositive Power 4,257,145 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 4,257,145 | |
| 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) 5.69% | |
| 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, Batchelder, and | |
| Zehentbauer is serving as Principals of RILLC. The present principal occupation of Mr. | |
| Reed is serving as 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. |
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| Item 3. |
| --- |
| Item 3 is hereby
amended and supplemented as follows: |
| On
December 8, 2004, 500 Shares were contributed to an account managed by RILLC by the beneficial owner of such
securities. |
22
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| Item 4. |
| --- |
| Item 4 is
amended and supplemented as follows: |
| On April 7, 2005, the RI Reporting Persons notified the Issuer that
they were withdrawing their nominations of Ralph V. Whitworth and David H.
Batchelder for election to the Issuers Board at the Issuers 2005 Annual
Meeting of Stockholders. |
| The RI
Reporting Persons determined to withdraw their nominations, in part, because
the Issuer recently appointed one new independent director to its Board and
the RI Reporting Persons have received assurances from the Issuer that it will
add another highly qualified independent director in the coming months. These
developments, along with the departure, in December of 2004, of John
Blystone, the Issuers former Chairman and Chief Executive Officer, all of
which occurred after the RI Reporting Persons filed their preliminary proxy
materials on November 15, 2004, are consistent with the RI Reporting Persons
objectives of improving the Issuers corporate governance and Board
stewardship. The RI Reporting Persons
believe that additional independent Board representation is essential to
improving the Boards oversight. |
| Notwithstanding
the aforementioned welcome changes and the RI Reporting Persons decision to
withdraw its nominations, the RI Reporting Persons plan to work to cause the
Issuer to continue upgrading the composition of its Board and significantly
improving Board stewardship and accountability. The RI Reporting Persons also plan to
communicate recommendations to the Issuers management to improve the
Issuers operating performance and capital allocation discipline. The RI Reporting Persons have received
assurances from the Issuer that they will welcome and take affirmative steps
to facilitate these communications with the RI Reporting Persons as well as
similar communications from other stockholders. |
| The RI
Reporting Persons believe that restoring confidence in the Issuers
management, and therefore, improving the Issuers stock price trading
multiples, heavily depends on major improvements in the following three
areas. |
| Corporate
Governance: The Issuer must conduct a comprehensive review of, and make
appropriate changes to, its corporate governance and executive/Board
compensation practices. While the RI Reporting Persons are heartened by
recent steps, they believe that additional significant progress should be
made in both these areas. |
| Operating
Margins: The
RI Reporting Persons, based on intensive analysis, believe that the Issuers
operating margins can be significantly improved. The Issuers operating margins over the
past nine quarters have been in steady and material year-over-year decline
while its peers operating margins have generally improved during that
period. The RI Reporting Persons,
therefore, believe that significant opportunities exist to improve the
Issuers operating margins to a level commensurate with that of its peers.
The RI Reporting Persons have received assurances from the Issuer that this
goal is a major focus of the Issuers management and the RI Reporting Persons
intend to closely monitor progress in this area. |
| Capital
Allocation Discipline: The RI Reporting Persons believe that many
of the Issuers past failings can be attributed to the lack of sound capital
allocation discipline. The RI
Reporting Persons believe that capital allocation discipline reflecting best
practices remains to be developed by the Issuers Board and management. The RI Reporting Persons plan to vigorously
and consistently communicate with management regarding this critical area
until the Issuer adopts and communicates disciplines that reflect a superior
understanding and commitment to excellent deployment of discretionary cash
flows. |
| The RI
Reporting Persons have no current intention to dispose of their Shares either
in whole or in part. The RI Reporting
Persons believe the Issuers stock price has significant upside potential if the
aforementioned program and efforts are promptly and effectively
executed. Depending on the Issuers
progress, the RI Reporting Persons may change their plans, and intensify
their efforts, including nominating directors for election in future annual
meetings and taking such other steps consistent with their stockholder rights
that they deem necessary and appropriate to achieve their objectives. |
23
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| The RI Reporting Persons
may from time-to-time (i) acquire additional Shares (subject to availability
at prices deemed favorable) in the open market, in privately negotiated
transactions or otherwise, or (ii) dispose of Shares at prices deemed
favorable in the open market, in privately negotiated transactions or
otherwise. | |
| --- | --- |
| Except as set forth above,
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 4,257,145 Shares, constituting 5.69% of the outstanding
Shares. The percentage of Shares owned
being based upon 74,853,546 Shares outstanding on March 11, 2005, as set
forth in the Issuers Annual Report on Form 10-K for the Year ended December
31, 2004. 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 | 560,475 | 0.75 % |
| RILP | 831,449 | 1.11 % |
| RFP | 34,366 | 0.05 % |
| RCP | 74,763 | 0.10 % |
| RP | 28,407 | 0.04 % |
| RH1 | 550,347 | 0.74 % |
| RH2 | 631,662 | 0.84 % |
| RH4 | 124,691 | 0.17 % |
| RH6 | 133,128 | 0.18 % |
| RH7 | 73,338 | 0.10 % |
| RI III | 42,281 | 0.06 % |
| RI VIII | 868,987 | 1.16 % |
| RI X | 63,928 | 0.09 % |
| RI XI | 163,487 | 0.22 % |
| RI XII | 75,836 | 0.10 % |
RILLC, in its capacity as an investment advisor, may be deemed to possess direct beneficial ownership of the 560,475 Shares that are owned by its clients and held in accounts it manages. Additionally, RILLC, as
24
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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 4,257,145 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 831,449 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 34,366 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 74,763 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 28,407 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 550,347 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 631,662 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 124,691 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 133,128 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 73,338 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 42,281 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 868,987 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 63,928 Shares and the sole power to dispose or
direct the disposition of such Shares. |
25
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| RI XI has the sole power
to vote or direct the vote of 163,487 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 75,836 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 560,475 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 3,696,670 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 4,257,145 Shares beneficially owned by the RI Reporting
Persons. | |
| (c) There
have been no transactions in the Shares by the RI Reporting Persons during
the past 60 days. | |
| (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) 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 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. |
| | There are no Exhibits filed herewith. |
26
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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: April 8, 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 |
27
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