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ISS Report Recommends Echlin Shareholders Demand Special Meeting on SPX Offer

19 March 1998

ISS Report Recommends Echlin Shareholders Demand Special Meeting on SPX Offer

       ISS Report Also Criticizes Proposed Connecticut House Bill 5695

    MUSKEGON, Mich., March 19 -- SPX Corporation
today announced that Institutional Shareholder Services ("ISS"), the nation's
leading independent proxy advisory firm, has released a report recommending
that Echlin Inc. shareholders demand a special shareholder meeting
to consider SPX's offer to acquire Echlin.  In addition, the ISS report
supports SPX's efforts to defeat proposed Connecticut House Bill 5695, which
would severely restrict the ability of shareholders in Connecticut companies
to call special shareholder meetings.
    ISS said, in its report, "ISS recommends that shareholders CONSENT to
holding the special meeting."  ISS added, "ISS fails to discern any
justification for the Echlin board's disregard of SPX's takeover offer."  ISS
continued, "ISS believes, and various market analysts concur, that SPX has
presented compelling strategic reasons for a potential acquisition."
    With respect to proposed Connecticut House Bill 5695, ISS stated,
"[Echlin] management argues that House Bill 5695 is designed to slow down the
process initiated by SPX and to forestall a two-percent shareholder from
taking advantage of Connecticut law to seize control of the board.  This
somehow assumes that SPX has the ability to railroad a majority of other
shareholders into following its proposed course of action.  It also ignores
the statutory timetable for holding the special meeting, which could be
delayed to as late as June.  We consider this an adequate amount of time for
the Echlin board to consider other alternatives and for shareholders to
evaluate the SPX offer.  Additionally, the Echlin board and management have
had more than a year to evaluate a merger with SPX, but their public
statements indicate that they are simply not interested in any deal."
    ISS continued, "In championing the Connecticut bill, we believe Echlin
is truly taking the 'just say no' defense to new heights.  Faced with an
attractive takeover offer and a recalcitrant board, shareholders would be
prohibited from removing directors without cause for a year (or effectively
until the next annual meeting) ..."  ISS added, "If passed and upheld by the
judicial system, House Bill 5695 would have far-reaching implications not only
for Echlin shareholders, but for those of other companies incorporated in the
state."
    ISS continued, "... the ultimate acceptance or rejection of a takeover
offer should be the purview of shareholders, who are the owners of the
company.  This should also be the case at Echlin.  ISS is in favor of
preserving the right of shareholders to call special meetings and to remove
their duly appointed representatives to the board if they see fit.  We
therefore support the dissident's [SPX's] call to hold a special meeting."
ISS added, "Shareholders are reminded that nonvotes count as votes against
calling the special meeting."
    SPX Corporation is a global provider of Vehicle Service Solutions to
franchised dealers and independent service locations, Service Support to
Vehicle Manufacturers, and Vehicle Components to the worldwide motor vehicle
industry.  SPX's Internet address is http://www.spx.com.

SOURCE  SPX Corporation