SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) : July 23, 1998 (July 19, 1998)
GENERAL SIGNAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
NEW YORK 1-996 16-0445660
(State or Other (Commission File Number) (IRS Employer
Jurisdiction or Identification No.)
Incorporation)
ONE HIGH RIDGE PARK P. O. BOX 10010 STAMFORD, CONNECTICUT 06404
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (203) 329-4100
ITEM 5. OTHER EVENTS.
On July 19, 1998, General Signal Corporation ("General Signal") and
SPX Corporation, a Delaware corporation ("SPX"), entered into a definitive
merger agreement, which provides, among other things, for the merger of General
Signal with and into SAC Corp., a Delaware corporation and wholly-owned
subsidiary of SPX ("Sub").
Under the terms of the proposed merger, 40% of the outstanding
shares of General Signal common stock, par value $6.67 per share issued through
1969, par value $1.00 per share issued subsequent to 1969 ("General Signal
Common Stock"), will be exchanged for cash and 60% of the outstanding shares of
General Signal Common Stock will be exchanged for shares of SPX common stock,
par value 10.00 per share ("SPX Common Stock"). Holders of shares of General
Signal Common Stock may elect to receive, in exchange for each of their shares,
either (i) $45 in cash, (ii) .6977 shares of SPX Common Stock or (iii) $18 in
cash and .4186 shares of SPX Common Stock, subject, in each case, to proration
mechanisms.
The transaction is subject to, among other things, approval by both
companies' shareholders, normal governmental reviews and other customary
conditions. The proposed merger is intended to qualify as a tax-free
reorganization and to be accounted for on a reverse purchase basis.
Following the merger, John B. Blystone will continue as Chairman,
President and CEO of SPX and two directors of General Signal will join the SPX
Board of Directors.
The foregoing description of the transaction is qualified in its
entirety by reference to the Agreement and Plan of Merger, dated as of July 19,
1998 (the "Merger Agreement"), among SPX, Sub and General Signal. A copy of the
Merger Agreement is filed as an exhibit hereto and is incorporated by reference
herein.
Effective as of July 19, 1998, General Signal amended its Rights
Agreement, dated as of February 1, 1996 (the "Rights Agreement"), by and between
General Signal and First Chicago Trust Company of New York, as Rights Agent,
with the effect of exempting the Merger, the Merger Agreement and the events and
the transactions contemplated thereby from the application of the Rights
Agreement. The First Amendment to the Rights Agreement is filed as an exhibit
hereto and is incorporated herein by reference.
On July 20, 1998, General Signal and SPX issued a joint press
release announcing the signing of the Merger Agreement. A copy of the joint
press release is filed as an exhibit hereto and is incorporated by reference
herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits. The following exhibits are filed as part of this
report:
2.1 Agreement and Plan of Merger, dated as of July 19,
1998 among SPX, Sub and General Signal.
4.1 First Amendment, dated as of July 19, 1998, to the
Rights Agreement, dated as of February 1, 1996, by
and between General Signal Corporation, a New York
corporation, and First Chicago Trust Company of
New York, as Rights Agent (incorporated by
reference to Exhibit 4.2 to the Registration
Statement on Form 8A/A of General Signal
Corporation filed with the Securities and Exchange
Commission on July 23, 1998).
99.1 Joint Press Release, dated July 20, 1998, issued
by General Signal and SPX.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: July 23, 1998
GENERAL SIGNAL CORPORATION
By:/s/Joanne L. Bober
Name:Joanne L. Bober
Title:Senior Vice President,
General Counsel
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EXHIBIT LIST
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated as of July 19, 1998, among
SPX, Sub and General Signal
4.1 First Amendment, dated as of July 19, 1998, to the Rights
Agreement, dated as of February 1, 1996, by and between
General Signal Corporation, a New York corporation, and
First Chicago Trust Company of New York, as Rights Agent
(incorporated by reference to Exhibit 4.2 to the
Registration Statement on Form 8A/A of General Signal
Corporation filed with the Securities and Exchange
Commission on July 23, 1998).
99.1 Joint Press Release, dated July 20, 1998, issued by General
Signal and SPX
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