SEC Comment Letter for SPX Technologies, Inc. (SPXC) (CIK 0000088205) (SPXC) — Feb 16, 2005
SPX Technologies, Inc. (SPXC) (CIK 0000088205)
Date: Feb. 16, 2005 · CIK: 0000088205 · Accession: 0000000000-05-007808
AI Filing Summary & Sentiment
File numbers found in text: 001-06948
Letter
December 20, 2004 Jay Sitlani Director of Operations Relational Investors LLC 11975 El Camino Real, Suite 300 San Diego, CA 92130
Re: SPX Corporation (the "Company") Revised Preliminary Proxy Statement on Schedule 14A Filed December 10, 2004 by Relational Investors LLC File No. 001-06948
Dear Mr. Sitlani:
We have reviewed your filings and have the following comments.
Revised Preliminary Proxy Statement on Schedule 14A, Filed December 10, 2004
Background of and Reasons for This Solicitation - Pages 6 to 12
Excessive Executive Compensation - Pages 6 to 8 1. We note your response to prior comment 10. However, you have not demonstrated that the Company had a specific obligation to seek shareholder approval before making these adjustments. In fact, the Company`s 1996 proxy statement only states that, once approved by the shareholders, the Board would make no adjustments for a period of at least 4 years. It does not state that shareholder approval would be required to make adjustments. Moreover, while you have stated that it would be inappropriate "to either characterize the amendments as requiring shareholder approval or not," your statements suggests that shareholder approval of the amendments was required. We thus reissue the comment.
* * * *
As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
Direct any questions to Adelaja Heyliger at (202) 824-5082 or, in his absence, to me at (202) 942-1976.
Sincerely,
Michael Pressman
Special Counsel
Office of Mergers and Acquisitions
Show Raw Text
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<TEXT>
December 20, 2004
Jay Sitlani
Director of Operations
Relational Investors LLC
11975 El Camino Real, Suite 300
San Diego, CA 92130
Re: SPX Corporation (the "Company")
Revised Preliminary Proxy Statement on Schedule 14A
Filed December 10, 2004
by Relational Investors LLC
File No. 001-06948
Dear Mr. Sitlani:
We have reviewed your filings and have the following comments.
Revised Preliminary Proxy Statement on Schedule 14A, Filed
December
10, 2004
Background of and Reasons for This Solicitation - Pages 6 to 12
Excessive Executive Compensation - Pages 6 to 8
1. We note your response to prior comment 10. However, you have
not
demonstrated that the Company had a specific obligation to seek
shareholder approval before making these adjustments. In fact,
the
Company`s 1996 proxy statement only states that, once approved by
the
shareholders, the Board would make no adjustments for a period of
at
least 4 years. It does not state that shareholder approval would
be
required to make adjustments. Moreover, while you have stated
that
it would be inappropriate "to either characterize the amendments
as
requiring shareholder approval or not," your statements suggests
that
shareholder approval of the amendments was required. We thus
reissue
the comment.
* * * *
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
Direct any questions to Adelaja Heyliger at (202) 824-5082
or,
in his absence, to me at (202) 942-1976.
Sincerely,
Michael Pressman
Special Counsel
Office of Mergers and Acquisitions
cc (via fax): John L. Filippone, Esq., Gibson, Dunn & Crutcher
LLP
213.229.6018
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Relational Investors LLC
December 20, 2004
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