<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<FILENAME>c60310b3e424b3.txt
<DESCRIPTION>FILED PURSUANT TO RULE 424(B)(3)
<TEXT>

<PAGE>   1
                                             As Filed Pursuant to Rule 424(b)(3)
                                             Registration No. 333-56364

PROSPECTUS

                                  $994,750,000

                                SPX CORPORATION
                     LIQUID YIELD OPTION(TM) NOTES DUE 2021
                              (ZERO COUPON-SENIOR)
                                      AND
                          COMMON SHARES ISSUABLE UPON
                    CONVERSION AND/OR PURCHASE OF THE LYONS

    We issued the LYONs in a private placement in February 2001 at an issue
price of $579.12 per LYON (57.912% of the principal amount at maturity). Selling
securityholders will use this prospectus to resell their LYONs and the common
stock issuable upon conversion, and/or purchase by us, of their LYONs. We will
not pay interest on the LYONs prior to maturity unless contingent interest
becomes payable. Instead, on February 6, 2021, the maturity date of the LYONs, a
holder will receive $1,000 per LYON. The issue price of each LYON represents a
yield to maturity of 2.75% per year, calculated from February 6, 2001 excluding
any contingent interest. The LYONs rank equal in right of payment to all
existing and future unsecured and unsubordinated indebtedness of SPX.

                          CONVERTIBILITY OF THE LYONS:

    Holders may convert each of their LYONs into 4.8116 shares of our common
stock, subject to adjustment: (1) during any calendar quarter commencing after
March 31, 2001 if the closing sale price of our common stock for at least 20
trading days in a period of 30 consecutive trading days ending on the last
trading day of the preceding calendar quarter is more than a specified
percentage, initially 135% and declining .3125% each quarter thereafter, of the
accreted conversion price per share of common stock on the last trading day of
the preceding calendar quarter, (2) during any period in which the credit rating
assigned to the LYONs by either Moody's or Standard & Poor's is at or below a
specified level, (3) if such LYONs have been called for redemption or (4) upon
the occurrence of certain corporate transactions described in this prospectus.
The accreted conversion price per share as of any day will equal the issue price
of a LYON plus the accrued original issue discount to that day, divided by the
conversion rate. Our common stock is listed on the New York Stock Exchange and
the Pacific Stock Exchange under the symbol "SPW." On May 3, 2001, the last
reported sale price of our common stock on the NYSE was $110.80

                              CONTINGENT INTEREST:

    We will pay contingent interest to the holders of LYONs during any six-month
period commencing after February 6, 2006 if the average market price of a LYON
for a measurement period preceding such six-month period equals 120% or more of
the sum of the issue price and accrued original issue discount for such LYON.
The contingent interest payable per LYON in respect of any quarterly period will
equal the greater of .0625% of the average market price of a LYON for the
measurement period or any regular cash dividends paid by us per share on our
common stock during that quarterly period multiplied by the conversion rate. For
United States federal income tax purposes, the LYONs will constitute contingent
payment debt instruments. You should read the discussion of selected United
States federal income tax consequences relevant to the LYONs beginning on page
49.

           PURCHASE OF THE LYONS BY SPX AT THE OPTION OF THE HOLDER:

    Holders may require us to purchase all or a portion of their LYONs on
February 6, 2004, at a price of $628.57 per LYON, on February 6, 2006, at a
price of $663.86 per LYON, or on February 6, 2011, at a price of $761.00 per
LYON. We may choose to pay the purchase price in cash or in common stock or a
combination of cash and common stock. In addition, upon a change in control of
SPX occurring on or before February 6, 2006, each holder may require us to
repurchase for cash all or a portion of such holder's LYONs.

                 REDEMPTION OF THE LYONS AT THE OPTION OF SPX:

    We may redeem all or a portion of the LYONs at any time on or after February
6, 2006 at the prices set forth in "Description of LYONs -- Redemption of the
LYONs at the Option of SPX."
                            ------------------------

     INVESTING IN THE LYONS INVOLVES RISKS THAT ARE DESCRIBED IN THE "RISK
FACTORS" SECTION BEGINNING ON PAGE 8 OF THIS PROSPECTUS.
                            ------------------------

    We will not receive any of the proceeds from the sale of the LYONs or the
common shares by any of the selling securityholders. The LYONs and the common
shares may be offered in negotiated transactions or otherwise, at market prices
prevailing at the time of sale or at negotiated prices. In addition, the common
shares may be offered from time to time through ordinary brokerage transactions
on the New York Stock Exchange. See "Plan of Distribution." The selling
securityholders may be deemed to be "underwriters" as defined in the Securities
Act of 1933, as amended. Any profits realized by the selling securityholders may
be deemed to be underwriting commissions. If the selling securityholders use any
broker-dealers, any commissions paid to broker-dealers and, if broker-dealers
purchase any LYONs or common shares as principals, any profits received by such
broker-dealers on the resale of the LYONs or common shares, may be deemed to be
underwriting discounts or commissions under the Securities Act.

    Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                  The date of this prospectus is May 10, 2001.

(TM)TRADEMARK OF MERRILL LYNCH & CO., INC.
<PAGE>   2

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                PAGE
                                                                ----
<S>                                                             <C>
Where You Can Find More Information.........................      i
Forward Looking Information.................................     ii
Summary.....................................................      1
Recent Developments.........................................      2
Risk Factors................................................      8
Use of Proceeds.............................................     15
Ratio of Earnings to Fixed Charges..........................     15
Pro Forma Combined Condensed Financial Statements of SPX....     16
Selected Consolidated Financial Data........................     22
The Company.................................................     25
Description of LYONs........................................     26
Description of Other Indebtedness...........................     41
Description of Our Capital Stock............................     46
Certain United States Federal Income Tax Consequences.......     49
Selling Securityholders.....................................     53
Plan of Distribution........................................     55
Legal Matters...............................................     57
Experts.....................................................     57
</TABLE>

                      WHERE YOU CAN FIND MORE INFORMATION

     SPX files annual, quarterly and special reports, proxy statements and other
information with the SEC under the Securities Exchange Act of 1934, as amended.
You may read and copy this information at the following locations of the SEC:

<TABLE>
  <S>                            <C>                            <C>
  Public Reference Room          North East Regional Office     Midwest Regional Office
  450 Fifth Street, N.W          7 World Trade Center           500 West Madison Street
  Room 1024                      Suite 1300                     Suite 1400
  Washington, D.C. 20549         New York, New York 10048       Chicago, Illinois 60661
</TABLE>

     You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington, DC
20549, at prescribed rates.

     The SEC also maintains a web site that contains reports, proxy statements
and other information about issuers, like SPX, who file electronically with the
SEC. The address of that site is www.sec.gov.

     You can also inspect reports, proxy statements and other information about
SPX at the offices of the New York Stock Exchange, 20 Broad Street, New York,
New York 10005 and at the offices of the Pacific Stock Exchange, 301 Pine
Street, San Francisco, California 94104 and 618 South Spring Street, Los
Angeles, California 90014.

     We are "incorporating by reference" into this prospectus certain
information we file with the SEC, which means that we are disclosing important
information to you by referring you to those documents. The information
incorporated by reference is deemed to be part of this prospectus, except for
any information superseded by information contained directly in this prospectus.
This prospectus incorporates by reference the

                                        i
<PAGE>   3

documents set forth below that SPX has previously filed with the SEC. These
documents contain important information about SPX and its finances.

<TABLE>
<CAPTION>
SPX SEC FILINGS (FILE NO. 1-06948)                                 PERIOD
----------------------------------              --------------------------------------------
<S>                                             <C>
Annual Report on Forms 10-K/A                   Fiscal year ended December 31, 2000
Current Reports on Form 8-K                     Filed on March 12, 2001, April 12, 2001,
                                                April 13, 2001 (which includes UDI
                                                historical financial information) and May 8,
                                                2001
Definitive Proxy Statement on Schedule 14A      Filed on March 27, 2001
</TABLE>

     All documents we file with the SEC pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act from the date of this prospectus to the end of the
offering of the LYONs and common stock under this document shall also be deemed
to be incorporated herein by reference and will automatically update information
in this prospectus.

     You may request a copy of these filings at no cost, by writing or calling
SPX at the following address or telephone number:

     Investor Relations
     SPX Corporation
     700 Terrace Point Drive
     Muskegon, MI 49440
     Tel (231) 724-5000, Fax (231) 724-5302

     Exhibits to the filings will not be sent, however, unless those exhibits
have specifically been incorporated by reference in this document.

     Our subsidiary Inrange Technologies Corporation completed its initial
public offering on September 27, 2000. Inrange's common stock is traded on the
Nasdaq National Market under the symbol "INRG." You may obtain information about
Inrange from the SEC at the addresses specified above.

     We have not authorized anyone to give any information or make any
representation about the offering that is different from, or in addition to,
that contained in this prospectus or in any of the materials that we have
incorporated by reference into this prospectus. Therefore, if anyone does give
you information of this sort, you should not rely on it. If you are in a
jurisdiction where offers to sell, or solicitations of offers to purchase, the
securities offered by this document are unlawful, or if you are a person to whom
it is unlawful to direct these types of activities, then the offer presented in
this document does not extend to you. The information contained in this document
speaks only as of the date of this document unless the information specifically
indicates that another date applies.

                          FORWARD LOOKING INFORMATION

     Some of the statements under "Summary" and elsewhere in this prospectus and
any documents incorporated by reference constitute "forward looking statements"
within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
These statements relate to future events or our future financial performance,
including, but not limited to, cost savings and other benefits of the
acquisition of United Dominion Industries Limited ("UDI") and the probability of
closing our pending acquisitions, which involve known and unknown risks,
uncertainties and other factors that may cause our or our businesses' actual
results, levels of activity, performance or achievements to be materially
different from those expressed or implied by any forward looking statements. In
some cases, you can identify forward looking statements by terminology such as
"may," "will," "could," "would," "should," "expect," "plan," "anticipate,"
"intend," "believe," "estimate," "predict," "potential" or "continue" or the
negative of those terms or other comparable terminology. These statements are
only predictions. Actual events or results may differ materially because of
market conditions in our industries or other factors. Moreover, we do not, nor
does any other person, assume responsibility for the accuracy and completeness
of those statements. We have no duty to update any of the

                                        ii
<PAGE>   4

forward looking statements after the date of this prospectus to conform them to
actual results. All of the forward looking statements are qualified in their
entirety by reference to the factors discussed under the captions "Risk Factors"
in this document and "Factors That May Affect Future Results" in "Management's
Discussion and Analysis of Financial Condition and Results of Operations" of our
most recent Form 10-K/A (incorporated by reference in this prospectus), which
describe risks and factors that could cause results to differ materially from
those projected in such forward looking statements.

     We caution the reader that these risk factors may not be exhaustive. We
operate in a continually changing business environment, and new risk factors
emerge from time to time. Management cannot predict such new risk factors, nor
can it assess the impact, if any, of such new risk factors on the company's
businesses or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those projected in any forward
looking statements. Accordingly, forward looking statements should not be relied
upon as a prediction of actual results. In addition, management's estimates of
future operating results are based on the current complement of businesses,
which is constantly subject to change as management implements its fix, sell or
grow strategy.

                           INFORMATION CONCERNING UDI

     The non-financial information concerning UDI contained in this prospectus,
including Annex A, has been taken from, or is based upon, publicly available
documents and records on file with the SEC, other public sources and information
provided directly by UDI. The financial information concerning UDI contained in
this prospectus has been taken from the audited financial statements of UDI or
was otherwise provided to SPX by UDI.

                                       iii
<PAGE>   5

                                    SUMMARY

     The following summary is qualified in its entirety by the more detailed
information included elsewhere or incorporated by reference in this prospectus.
Because this is a summary, it may not contain all the information that may be
important to you. You should read the entire prospectus, as well as the
information incorporated by reference, before making an investment decision.
Market information is generally based on company generated estimates and not
third party sources. References in this prospectus to "SPX," "the company,"
"we," "us" and "our" refer to SPX Corporation and its consolidated subsidiaries,
unless otherwise specified. Descriptions of SPX do not give effect to the
proposed acquisition of UDI except as noted. For purposes of this prospectus,
unless otherwise specified, all references to "pro forma", "pro forma basis" and
"pro forma effect" give effect to the issuance of the LYONs, the January 2001
amendment to our senior credit facility, the May LYONs (as defined herein), the
UDI acquisition and related amendment to our credit facility. For all purposes
in this prospectus, unless otherwise specified, the amounts outstanding under
the LYONs and the May LYONs are based on their issue prices. This prospectus
assumes no exercise of the over-allotment option for $35,000,000 face amount at
maturity of May LYONs unless otherwise specified.

                                      SPX

     We are a global provider of technical products and systems, industrial
products and services, and service solutions. We offer a diversified collection
of products that include networking and switching products, fire detection and
building life-safety products, TV and radio broadcast antennas and towers,
transformers, substations, vehicle components and industrial mixers and valves.
Our products and services also include specialty service tools, diagnostic
systems, service equipment and technical information services. Our products are
used by a broad group of customers that serve a diverse group of industries
including chemical processing, pharmaceuticals, infrastructure, mineral
processing, petrochemical, telecommunications, financial services,
transportation and power generation. We have over 14,000 employees worldwide
with operations in 19 countries.

                              THE UDI ACQUISITION

     On March 10, 2001, SPX and UDI entered into a merger agreement for the
acquisition of UDI by an indirect wholly owned subsidiary of SPX. UDI
manufactures proprietary engineered products for sale primarily to industrial
and commercial markets worldwide. Total consideration for the transaction,
including transaction costs, change of control costs and refinancing of UDI
debt, will be approximately $1.9 billion. Under the terms of the merger
agreement between SPX and UDI, UDI common shares will be exchanged for SPX
common stock at an exchange ratio of 0.2353 of a share of SPX common stock for
each UDI common share, together with a fractional interest in one share of the
entity resulting from the merger, which will be promptly redeemed for the same
fractional interest in one share of SPX common stock (which in turn will be
redeemed for cash along with any other fractional interests in SPX shares
received by the UDI shareholder in the transaction). In connection with the
acquisition, SPX will refinance approximately $876.2 million of UDI debt. The
acquisition of UDI is subject to a number of conditions, including, among other
things, approval by UDI shareholders, approval of the Ontario Superior Court of
Justice and regulatory approval in a number of jurisdictions. The transaction is
expected to close on or about May 24, 2001.

AMENDMENT TO SPX'S SENIOR CREDIT FACILITY

     In connection with the UDI acquisition, we expect to amend and restate our
senior credit facility to provide for a $530.0 million increase to the Tranche C
term loan facility, to provide for a $50.0 million multicurrency facility and to
provide for an increase, at SPX's option and with the consent of only the
affected lenders, of the revolving credit facility and/or the multicurrency
facility by an amount of up to $50.0 million. After giving effect to the
amendment and restatement, but without the exercise of the $50.0 million option,
the senior credit facility will provide for an aggregate amount of $1.798
billion of term loans and $550.0 million of revolving credit loans. If the UDI
transaction is not consummated, the foregoing changes will not be made.

                                        1
<PAGE>   6

                              RECENT DEVELOPMENTS

     On May 9, 2001, we closed an offering of $415,000,000 (includes exercise of
the over-allotment option) aggregate face amount at maturity Liquid Yield Option
Notes due 2021 (the "May LYONs"). See "Description of Other Indebtedness -- May
LYONs."

SPX FIRST QUARTER 2001

     On April 24, 2001, we announced our first quarter 2001 financial results.
Beginning with the first quarter 2001, we reported the results of operations in
three segments: Technical Products and Systems, Industrial Products and
Services, and Service Solutions. Laboratory ovens and freezers now report in the
Technical Products and Systems segment, while vehicle components report as part
of Industrial Products and Services. The new structure aligns financial
reporting with the current structure of the organization. Upon completion of the
acquisition of UDI, which is expected to close on or about May 24, 2001, a
fourth segment, Flow Technology, will be added.

     Revenues.  Revenues for the first quarter grew by 8.4% to $680.4 million
compared with first quarter 2000 revenues of $627.8 million.

<TABLE>
<CAPTION>
                                                                 FIRST QUARTER
                                                          ----------------------------
REVENUE GROWTH BY SEGMENT                                  2000      2001     % CHANGE
-------------------------                                 ------    ------    --------
<S>                                                       <C>       <C>       <C>
Technical Products and Systems..........................  $171.0    $208.0      21.6%
Industrial Products and Services........................   287.9     320.9      11.5%
Service Solutions.......................................   168.9     151.5     (10.3)%
                                                          ------    ------
Consolidated............................................  $627.8    $680.4       8.4%
                                                          ======    ======
</TABLE>

     Technical Products and Systems.  Revenue growth was driven by acquisitions
and demand for open storage networking systems, fire detection and building
life-safety products, digital broadcast antennas and laboratory ovens and
freezers. Revenues from sales of fare collection systems were down as expected,
due to contract timing which is expected to reverse by the second quarter and
for the remainder of the year.

     Industrial Products and Services.  Overall revenue growth was primarily
attributable to acquisitions completed during 2000. Strong demand for power
transformers offset by a decline in vehicle components resulted in a flat
internal growth rate for the first quarter. The soft economy has impacted the
end markets for some of the businesses in this segment and expect the soft
economy to continue to impact these units.

     Service Solutions.  The timing of several specialty tool programs impacted
revenues and make a quarterly comparison difficult and are expected to persist
through the second quarter 2001 and then improve for the remainder of the year.

     Operating Income.  Operating income decreased to $73.6 million in the first
quarter 2001 from $77.2 million. Operating income in 2001 included special
charges of $3.4 million related primarily to costs associated with facilities
consolidation at the Fluid Power unit. The consolidations began in the fourth
quarter of 2000 and we expect them to be complete by the end of June 2001. First
quarter operating margins, excluding special charges, declined by 100 points to
11.3%, compared to 12.3% for the first quarter of 2000.

<TABLE>
<CAPTION>
                                                              FIRST QUARTER
                                                              --------------
OPERATING MARGIN BY SEGMENT                                   2000     2001
---------------------------                                   -----    -----
<S>                                                           <C>      <C>
Technical Products and Systems..............................  17.2%    14.1%
Industrial Products and Services............................  14.8%    13.7%
Service Solutions...........................................   8.0%     8.1%
Consolidated................................................  12.3%    11.3%
</TABLE>

     Technical Products and Systems.  Margin declines for the quarter were due
to the expected reduced volume of fare collection systems' revenues caused by
timing of contracts and costs to support the growth of Inrange expected later in
the year.

                                        2
<PAGE>   7

     Industrial Products and Services.  The expected margin decline for the
first quarter 2001 was driven by startup costs associated with plant expansion
and consolidation projects.

     Earnings Per Share.  Net income for the first quarter 2001 increased to
$35.4 million from $29.0 million. We reported first quarter earnings of $1.14
per share, which included pretax special charges of $3.4 million ($2.0 million
after-tax) or $0.07 per share, compared to $0.92 per share in the first quarter
2000. The first quarter 2000 included an $8.8 million after tax charge, or $0.28
per share, for the early extinguishment of debt.

     See "Selected Financial Data of SPX" for our first quarter financial
results.

UDI FIRST QUARTER 2001

     As part of our due diligence process, prior to execution of the merger
agreement on March 10, 2001, we reviewed and discussed with the management of
UDI the operating performance expectations of UDI. As part of our ongoing
discussions, management of UDI has confirmed that the operating results of UDI
for the first quarter of 2001 are consistent with those discussed with us in the
due diligence process and contained in a schedule provided in connection with
the merger agreement. The following has been prepared from discussions with
management and from data provided to us from the financial books and records of
UDI. We have been advised that the information has been prepared in accordance
with Canadian GAAP, and that there may be differences with U.S. GAAP, but that
those differences have not been quantified and it is believed that any such
differences would not be material. UDI's results for the three months ended
March 31, 2001 are not necessarily indicative of the results to be expected for
the fiscal year ended December 31, 2001.

     Revenues of UDI in the first quarter were approximately 2.6% lower than the
prior year revenues of $558.5 million, excluding divested businesses. We have
been advised that, as discussed in management's discussion and analysis included
in the UDI 2000 annual report, the decrease in revenues is primarily due to a
general softening in the U.S. economy which impacted certain businesses, most
notably Marley Cooling Tower and Waukesha Cherry-Burrell in the Flow Technology
Segment, Dock Products in the Specialty Engineered Products Segment and BOMAG's
U.S. operations in the Machinery Segment. Management of UDI has also confirmed
to us that its income before goodwill charges and income taxes decreased by
approximately $2.8 million from $17.8 million in the prior year with net income
decreasing by approximately $1.8 million from $7.2 million in the prior year.
Management of UDI has explained that pretax income for the first quarter of 2001
includes other non-operating income of $4.3 million primarily associated with
the gains from the sale of certain assets while the comparable period in 2000
included other non-operating losses of $3.6 million. In addition, the first
quarter of 2000 included a restructuring charge of $4.0 million. Long-term debt,
including current maturities and notes payable to banks, at March 31, 2001,
increased by $61.4 million from December 31, 2000. The increase in long-term
debt was primarily due to the termination of UDI's asset securitization program
in January 2001. Cash flow used in operating activities for the three months
ended March 31, 2001, excluding the impact of the asset securitization and one
time charges, improved by approximately $20.0 million from $62.3 million of cash
flow used in operating activities for the three months ended March 31, 2000. For
a description of UDI's businesses, see Annex A to this prospectus.

                                        3
<PAGE>   8

                                  THE OFFERING

LYONs.........................   $994,750,000 aggregate principal amount at
                                 maturity of LYONs due February 6, 2021. We will
                                 not pay interest on the LYONs prior to maturity
                                 unless contingent interest becomes payable.
                                 Each LYON was issued at a price of $579.12 per
                                 LYON and a principal amount at maturity of
                                 $1,000.

Maturity of LYONs.............   February 6, 2021.

Yield to Maturity of LYONs....   2.75% per year (computed on a semi-annual bond
                                 equivalent basis) calculated from February 6,
                                 2001 excluding any contingent interest.

Conversion Rights.............   For each LYON surrendered for conversion, a
                                 holder will receive 4.8116 shares of our common
                                 stock. The conversion rate will be adjusted for
                                 certain reasons specified in the indenture, but
                                 will not be adjusted for accrued original issue
                                 discount. Upon conversion, a holder will not
                                 receive any cash payment representing accrued
                                 original issue discount. Instead, accrued
                                 original issue discount will be deemed paid by
                                 the shares of common stock received by the
                                 holder on conversion.

                                 Holders may surrender LYONs for conversion into
                                 shares of common stock in any calendar quarter
                                 commencing after March 31, 2001, if, as of the
                                 last day of the preceding calendar quarter, the
                                 closing sale price of our common stock for at
                                 least 20 trading days in a period of 30
                                 consecutive trading days ending on the last
                                 trading day of such preceding calendar quarter
                                 is more than a specified percentage, beginning
                                 at 135% and declining .3125% per quarter
                                 thereafter, of the accreted conversion price
                                 per share of common stock on the last trading
                                 day of such preceding calendar quarter. The
                                 accreted conversion price per share as of any
                                 day will equal the issue price of a LYON plus
                                 the accrued original issue discount to that
                                 day, divided by the number of shares of common
                                 stock issuable upon a conversion of a LYON on
                                 that day.

                                 Holders may also surrender a LYON for
                                 conversion during any period in which the
                                 credit rating assigned to the LYONs by either
                                 Moody's or Standard & Poor's is B3 or B-,
                                 respectively, or lower.

                                 LYONs or portions of LYONs in integral
                                 multiples of $1,000 principal amount at
                                 maturity called for redemption may be
                                 surrendered for conversion until the close of
                                 business on the second business day prior to
                                 the redemption date. In addition, if we make a
                                 significant distribution to our stockholders or
                                 if we are a party to certain consolidations,
                                 mergers or binding share exchanges, LYONs may
                                 be surrendered for conversion as provided in
                                 "Description of LYONs -- Conversion Rights."
                                 The ability to surrender LYONs for conversion
                                 will expire at the close of business on
                                 February 6, 2021. See "Certain United States
                                 Federal Income Tax Consequences" and
                                 "Description of LYONs -- Conversion Rights."

Original Issue Discount.......   We issued the LYONs at an issue price
                                 significantly below the principal amount at
                                 maturity of the LYONs. This original issue
                                 discount will accrue daily at a rate of 2.75%
                                 per year beginning on
                                        4
<PAGE>   9

                                 February 6, 2001, calculated on a semi-annual
                                 bond equivalent basis, using a 360-day year
                                 comprised of twelve 30-day months. The accrual
                                 of imputed interest income, also referred to as
                                 tax original issue discount, as calculated for
                                 United States federal income tax purposes, will
                                 exceed the accrued original issue discount. See
                                 "Certain United States Federal Income Tax
                                 Consequences -- Accrual of Interest on the
                                 LYONs."

Contingent Interest...........   We will pay contingent interest to the holders
                                 of LYONs during any six-month period from
                                 February 6 to August 5 and from August 6 to
                                 February 5, commencing February 6, 2006, if the
                                 average market price of a LYON for the five
                                 trading days ending on the second trading day
                                 immediately preceding the relevant six-month
                                 period equals 120% or more of the sum of the
                                 issue price and accrued original issue discount
                                 for such LYON to the day immediately preceding
                                 the relevant six-month period. Notwithstanding
                                 the above, if we declare a dividend for which
                                 the record date falls prior to the first day of
                                 a six-month period but the payment date falls
                                 within such six-month period, then the five
                                 trading day period for determining the average
                                 market price of a LYON will be the five trading
                                 days ending on the second trading day
                                 immediately preceding such record date.

                                 The amount of contingent interest payable per
                                 LYON in respect of any quarterly period will
                                 equal the greater of .0625% of such average
                                 market price of a LYON for the five trading day
                                 period referred to above or any regular cash
                                 dividends paid by us per share on our common
                                 stock during that quarterly period multiplied
                                 by the number of shares of common stock
                                 issuable upon conversion of a LYON.

                                 Contingent interest, if any, will accrue and be
                                 payable to holders of LYONs as of the 15th day
                                 preceding the last day of the relevant
                                 six-month period or, if we pay a regular cash
                                 dividend on our common stock during a quarter
                                 within the relevant six-month period, to
                                 holders of LYONs as of the record date for the
                                 related common stock dividend. Such payments
                                 will be paid on the last day of the relevant
                                 six-month period or, if we pay a regular cash
                                 dividend on our common stock during a quarter
                                 within the relevant six-month period, on the
                                 payment date of the related common stock
                                 dividend. The original issue discount will
                                 continue to accrue at the yield to maturity
                                 whether or not contingent interest is paid

Ranking.......................   The LYONs are unsecured and unsubordinated
                                 obligations and rank equal in right of payment
                                 to all our existing and future unsecured and
                                 unsubordinated indebtedness. However, the LYONs
                                 are effectively subordinated to all existing
                                 and future obligations of our subsidiaries and
                                 to our obligations that are secured to the
                                 extent of the security.

                                 As of December 31, 2000, on a pro forma basis,
                                 we would have had approximately $2.7 billion of
                                 total indebtedness outstanding, approximately
                                 $1.9 billion of which would have been secured
                                 indebtedness. As of December 31, 2000, on a pro
                                 forma basis, our subsidiaries were obligated
                                 under substantially all of our indebted-

                                        5
<PAGE>   10

                                 ness (other than the LYONs and the May LYONs)
                                 and guaranteed our senior credit facility. See
                                 "Risk Factors -- The LYONs will be structurally
                                 subordinated. This may affect your ability to
                                 receive payments on the LYONs."

Tax Original Issue Discount...   The LYONs are debt instruments subject to the
                                 United States federal income tax contingent
                                 payment debt regulations. You should be aware
                                 that, even if we do not pay any cash interest
                                 (including any contingent interest) on the
                                 LYONs, you will be required to include interest
                                 in your gross income for United States federal
                                 income tax purposes. This imputed interest,
                                 also referred to as tax original issue
                                 discount, will accrue at a rate equal to 9.625%
                                 per year, computed on a semi-annual bond
                                 equivalent basis, which represents the yield on
                                 our noncontingent, nonconvertible, fixed-rate
                                 debt with terms otherwise similar to the LYONs.
                                 The rate at which the tax original issue
                                 discount will accrue for United States federal
                                 income tax purposes will exceed the stated
                                 yield of 2.75% for the accrued original issue
                                 discount.

                                 You will also recognize gain or loss on the
                                 sale, exchange, conversion or redemption of a
                                 LYON in an amount equal to the difference
                                 between the amount realized on the sale,
                                 exchange, conversion or redemption, including
                                 the fair market value of any common stock
                                 received upon conversion or otherwise, and your
                                 adjusted tax basis in the LYON. Any gain
                                 recognized by you on the sale, exchange,
                                 conversion or redemption of a LYON generally
                                 will be ordinary interest income; any loss will
                                 be ordinary loss to the extent of the interest
                                 previously included in income, and thereafter,
                                 capital loss. See "Certain United States
                                 Federal Income Tax Consequences."

Sinking Fund..................   None.

Redemption of LYONs at the
Option of SPX.................   We may redeem all or a portion of the LYONs for
                                 cash at any time on or after February 6, 2006,
                                 at the redemption prices set forth in this
                                 prospectus. See "Description of
                                 LYONs -- Redemption of LYONs at the Option of
                                 SPX."

Purchase of LYONs at the
Option of the Holder..........   Holders may require us to purchase all or a
                                 portion of their LYONs on February 6, 2004, for
                                 a price equal to $628.57 per LYON, on February
                                 6, 2006, for a price equal to $663.86 per LYON,
                                 and on February 6, 2011, for a price equal to
                                 $761.00 per LYON. We may choose to pay the
                                 purchase price in cash or in shares of common
                                 stock or a combination of cash and common
                                 stock. See "Description of LYONs -- Purchase of
                                 LYONs at the Option of the Holder."

Change in Control.............   Upon a change in control of SPX occurring on or
                                 before February 6, 2006, each holder may
                                 require us to repurchase all or a portion of
                                 such holder's LYONs for cash at a price equal
                                 to 100% of the issue price for such LYONs plus
                                 accrued original issue discount to the date of
                                 repurchase. See "Description of LYONs -- Change
                                 in Control Permits Purchase of LYONs by SPX at
                                 the Option of the Holder."
                                        6
<PAGE>   11

Optional Conversion to
Semi-annual Coupon Notes Upon
  Tax Event...................   After the occurrence of a Tax Event, as defined
                                 below, we will have the option to convert the
                                 LYONs to notes on which we will pay interest in
                                 cash semi-annually. In such cases, interest
                                 will accrue at a rate of 2.75% per year on a
                                 restated principal amount equal to the issue
                                 price of the LYONs plus accrued original issue
                                 discount to the option exercise date. Interest
                                 will be computed on the basis of a 360-day year
                                 of twelve 30-day months and will accrue from
                                 the most recent date to which interest has been
                                 paid or, if no interest has been paid, from the
                                 option exercise date. In such event, the
                                 redemption price, purchase price and change in
                                 control purchase price will be adjusted, and
                                 contingent interest will cease to accrue on the
                                 LYONs. Exercise of this option by us will not
                                 affect a holder's conversion rights. See
                                 "Description of LYONs -- Optional Conversion to
                                 Semi-annual Coupon Notes Upon Tax Event."

Use of Proceeds...............   We will not receive any of the proceeds from
                                 the sale by any selling securityholder of the
                                 LYONs or the common shares. See "Use of
                                 Proceeds."

DTC Eligibility...............   The LYONs have been issued in book-entry form
                                 and are represented by permanent global
                                 certificates deposited with a custodian for and
                                 registered in the name of a nominee of DTC in
                                 New York, New York. Beneficial interests in any
                                 such securities will be shown on, and transfers
                                 will be effected only through, records
                                 maintained by DTC and its direct and indirect
                                 participants and any such interest may not be
                                 exchanged for certificated securities, except
                                 in limited circumstances. See "Description of
                                 LYONs -- Book-Entry System."

Trading Symbol for our Common
  Stock.......................   Our common stock is traded on the New York
                                 Stock Exchange and the Pacific Stock Exchange
                                 under the symbol "SPW."

                                        7
<PAGE>   12

                                  RISK FACTORS

     Prospective investors should carefully consider the following information
with the other information contained in this prospectus before purchasing the
LYONs.

                         RISKS RELATED TO THIS OFFERING

AN ACTIVE TRADING MARKET FOR LYONS MAY NOT DEVELOP.

     We cannot assure you that an active trading market for the LYONs will
develop or as to the liquidity or sustainability of any such market, the ability
of the holders to sell their LYONs or the price at which holders of the LYONs
will be able to sell their LYONs. We do not intend to list the LYONs on any
security exchange. Future trading prices of the LYONs will depend on many
factors, including, among other things, prevailing interest rates, our operating
results, the market price of our common stock and the market for similar
securities. In addition, a holder's right to convert LYONs into shares of our
common stock is subject to conditions which, if not satisfied, could result in a
holder receiving less than the value of the common stock into which a LYON is
otherwise convertible. This contingent conversion feature could adversely affect
the value of and trading prices for the LYONs.

WE MAY NOT HAVE THE ABILITY TO RAISE THE FUNDS NECESSARY TO FINANCE THE PURCHASE
OF LYONS AT THE OPTION OF THE HOLDERS OR IN A CHANGE IN CONTROL REPURCHASE.

     The terms of our credit facility restrict the use of cash to repurchase
LYONs. If such restrictions do not enable us to use cash to repurchase all LYONs
submitted to us, we will be required to pay all or a portion of the purchase
price in shares of our common stock, subject to satisfying the conditions in the
indenture for making such payments. If we do not satisfy the conditions in the
indenture to the use of our common stock to pay the purchase price, we could be
in default of our obligations on the LYONs. See "Description of
LYONs -- Purchase of LYONs at the Option of the Holder."

     In addition, upon the occurrence of certain specific kinds of change in
control events occurring on or before February 6, 2006, we will be required to
offer to repurchase all outstanding LYONs. However, it is possible that upon a
change in control we will not have sufficient funds at that time to make the
required repurchase of LYONs or that restrictions in our credit facility or
other indebtedness will not allow those repurchases. In addition, certain
important corporate events, such as leveraged recapitalizations that would
increase the level of our indebtedness, would not constitute a "Change in
Control" under the indenture. See "Description of LYONs -- Purchase of LYONs at
the Option of the Holder" and "-- Change in Control Permits Purchase of LYONs by
SPX at the Option of the Holder."

YOU SHOULD CONSIDER THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF OWNING
LYONS.

     The LYONs are characterized as indebtedness of ours for United States
federal income tax purposes. Accordingly, you will be required to include, in
your income, interest with respect to the LYONs.

     The LYONs constitute contingent payment debt instruments. As a result, you
will be required to include amounts in income, as ordinary income, in advance of
the receipt of the cash attributable thereto. The amount of interest income
required to be included by you for each year will be in excess of the yield to
maturity of the LYONs. You will recognize gain or loss on the sale, purchase by
us at your option, conversion or redemption of a LYON in an amount equal to the
difference between the amount realized on the sale, purchase by us at your
option, conversion or redemption, including the fair market value of any common
stock received upon conversion or otherwise, and your adjusted tax basis in the
LYON. Any gain recognized by you on the sale, purchase by us at your option,
conversion or redemption of a LYON generally will be ordinary interest income;
any loss will be ordinary loss to the extent of the interest previously included
in income, and thereafter, capital loss. A summary of the United States federal
income tax consequences of ownership of the LYONs is described in this
prospectus under the heading "Certain United States Federal Income Tax
Consequences."

                                        8
<PAGE>   13

THE LYONS ARE STRUCTURALLY SUBORDINATED. THIS MAY AFFECT YOUR ABILITY TO RECEIVE
PAYMENTS ON THE LYONS.

     The LYONs are obligations exclusively of SPX. We conduct a substantial
portion of our operations through our subsidiaries. As a result, our cash flow
and our ability to service our debt, including the LYONs, depend upon the
earnings of our subsidiaries. In addition, we depend on the distribution of
earnings, loans or other payments by our subsidiaries to us.

     Our subsidiaries are separate and distinct legal entities. Our subsidiaries
have no obligation to pay any amounts due on the LYONs or to provide us with
funds for our payment obligations, whether by dividends, distributions, loans or
other payments. In addition, any payment of dividends, distributions, loans or
advances by our subsidiaries to us could be subject to statutory or contractual
restrictions. Payments to us by our subsidiaries will also be contingent upon
our subsidiaries' earnings and business considerations.

     Our right to receive any assets of any of our subsidiaries upon our
liquidation or reorganization, and, as a result, the right of the holders of the
LYONs to participate in those assets, is effectively subordinated to the claims
of that subsidiary's creditors, including trade creditors. The LYONs do not
restrict the ability of our subsidiaries to incur additional indebtedness. In
particular, as of December 31, 2000 substantially all of our subsidiaries
guaranteed all of our obligations under our credit facility and were obligated
under a substantial portion of our other indebtedness. In addition, even if we
were a creditor of any of our subsidiaries, our rights as a creditor would be
subordinate to any security interest in the assets of our subsidiaries and any
indebtedness of our subsidiaries senior to indebtedness held by us.

THE LYONS ARE NOT SECURED BY OUR ASSETS.

     The LYONs are not secured by any of our assets and do not restrict our
incurrence of additional secured debt. Borrowings under our credit facility are
secured by substantially all of our assets. At December 31, 2000, on a pro forma
basis, we would have had approximately $2.7 billion in total indebtedness,
approximately $1.9 billion of which would have been secured. At such date on a
pro forma basis, we would have had $393.0 million of available borrowing
capacity under the revolving senior credit facility after giving effect to
$157.0 million reserved for letters of credit outstanding which reduce the
availability under the revolving senior credit facility. In addition, in
connection with the amendment to the credit facility, we will have the option to
increase, with the consent of only the affected lenders, the revolving credit
facility and/or the multicurrency facility by an aggregate amount of up to $50.0
million. If we become insolvent or are liquidated, or payment under our secured
indebtedness is accelerated, the lenders under our secured indebtedness would be
entitled to exercise the remedies under the secured indebtedness as secured
lenders under applicable law and will have a claim on the collateral that would
rank senior to the holders of the LYONs. The liquidation value of our assets
remaining after payment of such secured indebtedness may not be sufficient to
repay in full our unsecured indebtedness, including the LYONs.

                         RISKS RELATING TO OUR BUSINESS

OUR LEVERAGE MAY AFFECT OUR BUSINESS AND MAY RESTRICT OUR OPERATING FLEXIBILITY.

     At December 31, 2000, on a pro forma basis, we would have had approximately
$2.7 billion in total indebtedness. At such date on such a pro forma basis, we
would have had $393.0 million of available borrowing capacity under the
revolving senior credit facility after giving effect to $157.0 million reserved
for letters of credit outstanding which reduce the availability under the
revolving senior credit facility. In addition, in association with the financing
of UDI, we will have the option to increase, with the consent of only the
affected lenders, the revolving credit facility and/or the multicurrency
facility by an aggregate amount of up to $50.0 million. Subject to certain
restrictions set forth in the senior credit facility and the indenture, we may
incur additional indebtedness in the future, including indebtedness incurred to
finance, or which is assumed in connection with, acquisitions. The level of our
indebtedness could:

     - limit cash flow available for general corporate purposes, such as
       acquisitions and capital expenditures, due to the ongoing cash flow
       requirements for debt service;

                                        9
<PAGE>   14

     - limit our ability to obtain, or obtain on favorable terms, additional
       debt financing in the future for working capital, capital expenditures or
       acquisitions;

     - limit our flexibility in reacting to competitive and other changes in the
       industry and economic conditions generally;

     - expose us to a risk that a substantial decrease in net operating cash
       flows due to economic developments or adverse developments in our
       business could make it difficult to meet debt service requirements; and

     - expose us to risks inherent in interest rate fluctuations because the
       existing borrowings are and any new borrowings may be at variable rates
       of interest, which could result in higher interest expense in the event
       of increases in interest rates.

     Our ability to make scheduled payments of principal of, to pay interest on,
or to refinance, our indebtedness and to satisfy our other debt obligations will
depend upon our future operating performance, which may be affected by general
economic, financial, competitive, legislative, regulatory, business and other
factors beyond our control. We will not be able to control many of these
factors, such as the economic conditions in the markets in which we operate and
initiatives taken by our competitors. In addition, there can be no assurance
that future borrowings or equity financing will be available for the payment or
refinancing of our indebtedness. If we are unable to service our indebtedness,
whether in the ordinary course of business or upon acceleration of such
indebtedness, we may be forced to pursue one or more alternative strategies,
such as restructuring or refinancing our indebtedness, selling assets, reducing
or delaying capital expenditures or seeking additional equity capital. There can
be no assurance that any of these strategies could be effected on satisfactory
terms, if at all.

WE MAY NOT BE ABLE TO FINANCE FUTURE NEEDS OR ADAPT OUR BUSINESS PLAN TO CHANGES
IN ECONOMIC OR BUSINESS CONDITIONS BECAUSE OF RESTRICTIONS PLACED ON US BY OUR
SENIOR CREDIT FACILITY AND THE INSTRUMENTS GOVERNING OUR OTHER INDEBTEDNESS.

     Our senior credit facility and other agreements governing our other
indebtedness contain covenants that restrict our ability to make distributions
or other payments to our investors and creditors unless certain financial tests
or other criteria are satisfied. We must also comply with certain specified
financial ratios and tests. In some cases, our subsidiaries are subject to
similar restrictions which may restrict their ability to make distributions to
us. In addition, our senior credit facility and these other agreements contain
additional affirmative and negative covenants, which are described under
"Description of LYONs" and "Description of Other Indebtedness." All of these
restrictions could affect our ability to operate our business and may limit our
ability to take advantage of potential business opportunities as they arise.

     If we do not comply with these or other covenants and restrictions
contained in our senior credit facility and other agreements governing our
indebtedness, we could be in default under those agreements, and the debt,
together with accrued interest, could then be declared immediately due and
payable. If we default under our senior credit facility, the lenders could cause
all of our outstanding debt obligations under our senior credit facility to
become due and payable, require us to apply all of our cash to repay the
indebtedness or prevent us from making debt service payments on any other
indebtedness we owe. In addition, any default under our senior credit facility
or agreements governing our other indebtedness could lead to an acceleration of
debt under other debt instruments that contain cross-acceleration or
cross-default provisions. If the indebtedness under our senior credit facility
is accelerated, we may not have sufficient assets to repay amounts due under our
senior credit facility, the LYONs, the May LYONs or under other debt securities
then outstanding. Our ability to comply with these provisions of our senior
credit facility and other agreements governing our other indebtedness may be
affected by changes in the economic or business conditions or other events
beyond our control.

                                        10
<PAGE>   15

WE MAY BREACH A COVENANT UNDER OUR CREDIT FACILITY IF THE CREDIT FACILITY IS NOT
AMENDED TO TAKE INTO ACCOUNT THE ACCRETION OF THE MAY LYONS IN EXCESS OF $250.0
MILLION AND CERTAIN OTHER MATTERS RELATED TO THE MAY LYONS.

     Our credit facility, as currently in effect, permits the issuance of the
May LYONs. We must, however, amend the credit facility to prevent a breach of
its provisions when the accreted amount of the May LYONs in accordance with GAAP
exceeds $250.0 million. As of their issue date, the accreted value of the May
LYONs (assuming the over-allotment option is exercised in full) would be
approximately $240.3 million. We intend to amend our credit facility to
specifically permit the accretion of the May LYONs (including LYONs issued upon
exercise of Merrill Lynch's over-allotment option) until maturity. In addition,
the credit facility, as currently in effect, does not permit us to pay
contingent interest or purchase May LYONs at the option of the holder on a
purchase date with common stock. We expect to make amendments to permit these
actions when we consummate the UDI acquisition which is expected to close in May
2001. If the UDI acquisition does not close, we will seek to amend the credit
facility to make the foregoing changes as soon as practicable thereafter.
However, we cannot assure you that such amendments will become effective.

OUR FAILURE TO SUCCESSFULLY INTEGRATE UDI AND OTHER RECENT ACQUISITIONS, AS WELL
AS ANY FUTURE ACQUISITIONS, COULD HAVE A NEGATIVE EFFECT ON OUR OPERATIONS.

     As part of our business strategy, we review acquisitions in the ordinary
course. In 2000, we made 21 acquisitions of businesses for an aggregate price of
approximately $226.8 million. In the first quarter of 2001, we made eight
acquisitions of businesses for an aggregate purchase price of approximately
$120.4 million. Our past acquisitions and any potential future or pending
acquisitions including the acquisition of UDI, involve a number of risks and
present financial, managerial and operational challenges, including:

     - adverse effects on our reported operating results due to the amortization
       of goodwill associated with acquisitions;

     - diversion of management attention from running our existing businesses;

     - difficulty with integration of personnel and financial and other systems;

     - increased expenses, including compensation expenses resulting from
       newly-hired employees;

     - increased foreign operations which may be difficult to assimilate;

     - assumption of known and unknown liabilities and increased litigation; and

     - potential disputes with the sellers of acquired businesses, technologies,
       services or products.

     We may not be able to integrate successfully the technology, operations and
personnel of any acquired business. Customer dissatisfaction or performance
problems with an acquired business, technology, service or product could also
have a material adverse effect on our reputation and business. In addition, any
acquired business, technology, service or product, could underperform relative
to our expectations. We could also experience financial or other setbacks if any
of the businesses that we have acquired or may acquire in the future, have
problems or liabilities of which we are not aware or are substantially greater
than we anticipate. In addition, as a result of future acquisitions, we may
further increase our leverage or, if we issue equity securities to pay for the
acquisitions, dilute our existing stockholders.

     Following the closing of the UDI acquisition, we will be finalizing our
strategic review of UDI's businesses and our plans to integrate the operations
of UDI. We expect that the integration and rationalization of the operations of
UDI will include certain costs that in turn will be treated as additional
purchase consideration or result in a charge to earnings of the combined
company. Any additional purchase consideration or a charge to earnings, which
cannot now be quantified fully, is likely to be material and would either adjust
the purchase accounting or be recognized as a charge to earnings in the period
in which such a charge occurs. These costs may include severance and related
employee benefits costs, costs to close or consolidate facilities, including
environmental costs in connection therewith, integration costs, relocation and
moving costs, training costs, environmental costs generally associated with
previously identified environmental

                                        11
<PAGE>   16

issues and gains or losses on business divestitures, among others. Over the past
five years, we have recorded several special charges to our results of
operations associated with cost reductions, integrating acquisitions and
achieving operating efficiencies. We believe that our actions have been required
to improve our operations and, as described above, we will, if necessary, record
future charges as appropriate to address costs and operational efficiencies at
the combined company.

THE CONSUMMATION OF OUR ACQUISITION OF UDI IS SUBJECT TO A NUMBER OF CONDITIONS.
WE CANNOT ASSURE YOU THAT WE WILL BE ABLE TO CONSUMMATE THE UDI ACQUISITION OR
OTHER FUTURE ACQUISITIONS.

     The acquisition of UDI is subject to a number of conditions, including,
among other things, approval by UDI shareholders, approval of the Ontario
Superior Court of Justice and regulatory approval in a number of jurisdictions.
The transaction is expected to close by the end of May 2001. However, we cannot
assure you that we will be able to consummate the UDI acquisition.

     We regularly engage in discussions with respect to potential acquisitions
and joint ventures, some of which may be material. We cannot assure you that we
will consummate any transactions which we have publicly announced or as to which
we have entered into contracts or letters of intent or that we will be able to
identify, acquire or make investments in any promising acquisition candidates on
acceptable terms. Competition for acquisition or investment targets could result
in increased acquisition or investment prices and a diminished pool of
businesses, technologies, services or products available for acquisition or
investment which could materially affect our growth rate.

WE MAY NOT ACHIEVE THE EXPECTED COST SAVINGS AND OTHER BENEFITS OF THE
ACQUISITION OF UDI.

     We expect to achieve a minimum of $30.0 million of annualized cost savings
in the first full year following the acquisition of UDI. These cost savings
include, among others, savings associated with the elimination of duplicate
corporate office costs, consolidation of purchasing initiatives and
rationalization of facilities. While we believe these cost savings to be
reasonable, they are inherently estimates which are difficult to predict and are
necessarily speculative in nature. In addition, we cannot assure you that
unforeseen factors will not offset the estimated cost savings or other benefits
from the acquisition. As a result, our actual cost savings, if any, and other
anticipated benefits could differ or be delayed, compared to our estimates and
from the other information contained in this prospectus.

THE LOSS OF KEY PERSONNEL AND ANY INABILITY TO ATTRACT AND RETAIN QUALIFIED
EMPLOYEES COULD MATERIALLY ADVERSELY IMPACT OUR OPERATIONS.

     We are dependent on the continued services of our management team,
including our Chairman of the Board, President and Chief Executive Officer. The
loss of such personnel without adequate replacement could have a material
adverse effect on us. Additionally, we need qualified managers and skilled
employees with technical and manufacturing industry experience in order to
operate our business successfully. From time to time there may be a shortage of
skilled labor which may make it more difficult and expensive for us to attract
and retain qualified employees. If we are unable to attract and retain qualified
individuals or our costs to do so increase significantly, our operations would
be materially adversely affected.

MANY OF THE INDUSTRIES IN WHICH WE OPERATE ARE CYCLICAL AND, ACCORDINGLY, OUR
BUSINESS IS SUBJECT TO CHANGES IN THE ECONOMY; PRESSURE FROM ORIGINAL EQUIPMENT
MANUFACTURERS TO REDUCE COSTS COULD ADVERSELY AFFECT OUR BUSINESS.

     Many of the business areas in which we operate are subject to specific
industry and general economic cycles. Certain businesses are subject to industry
cycles, including, but not limited to, the automotive industries which influence
our Service Solutions and Industrial Products and Services segments, the
electric power and process equipment markets which influence our Industrial
Products and Services segment and the telecommunications networks and building
construction industries which influence our Technical Products and Systems
segment. Accordingly, any downturn in these or other markets in which we
participate could materially adversely affect us. A decline in automotive sales
and production may also affect not only sales of

                                        12
<PAGE>   17

components, tools and services to vehicle manufacturers and their dealerships,
but also sales of components, tools and services to aftermarket customers, and
could result in a decline in our results of operations or a deterioration in our
financial condition. Similar cyclical changes could also affect aftermarket
sales of products in our other segments. If demand changes and we fail to
respond accordingly, our results of operations could be materially adversely
affected in any given quarter. The business cycles of our different operations
may occur contemporaneously. Consequently, the effect of an economic downturn
may have a magnified negative effect on our business. In 2001, our revenue and
earnings may be adversely affected by a softer economy. UDI's businesses are
also subject to cyclical downturns which may occur contemporaneously with our
cycles. See "Summary -- Recent Developments."

     There is also substantial and continuing pressure from the major original
equipment manufacturers, particularly in the automotive industry, to reduce
costs, including the cost of products and services purchased from outside
suppliers such as us. If in the future we were unable to generate sufficient
cost savings to offset price reductions, our gross margins could be materially
adversely affected.

IF FUTURE CASH FLOWS ARE INSUFFICIENT TO RECOVER THE CARRYING VALUE OF OUR
GOODWILL, A MATERIAL NON-CASH CHARGE TO EARNINGS COULD RESULT.

     At December 31, 2000, on a pro forma basis, we expect to have goodwill and
intangible assets of approximately $2.3 billion and shareholders' equity of
approximately $1.5 billion. We expect to recover the carrying value of goodwill
through our future cash flows. On an ongoing basis, we evaluate, based on
projected undiscounted cash flows, whether we will be able to recover all or a
portion of the carrying value of goodwill. If future cash flows are insufficient
to recover the carrying value of our goodwill, we must write off a portion of
the unamortized balance of goodwill. There can be no assurance that
circumstances will not change in the future that will affect the useful life or
carrying value of our goodwill.

WE ARE SUBJECT TO ENVIRONMENTAL AND SIMILAR LAWS AND POTENTIAL EXPOSURE TO
ENVIRONMENTAL AND SIMILAR LIABILITIES.

     We are subject to various environmental laws, ordinances, regulations, and
other requirements of government authorities in the United States and other
nations. Such requirements may include, for example, those governing discharges
from and materials handled as part of, our operations, the remediation of soil
and groundwater contaminated by petroleum products or hazardous substances or
wastes, and the health and safety of our employees. Under certain of these laws,
ordinances or regulations, a current or previous owner or operator of property
may be liable for the costs of investigation, removal or remediation of certain
hazardous substances or petroleum products on, under, or in its property,
without regard to whether the owner or operator knew of, or caused, the presence
of the contaminants, and regardless of whether the practices that resulted in
the contamination were legal at the time they occurred. The presence of, or
failure to remediate properly, such substances may have adverse effects,
including, for example, substantial investigative or remedial obligations, and
limits on the ability to sell or rent such property or to borrow funds using
such property as collateral. In connection with our acquisitions and
divestitures, we may assume or retain significant environmental liabilities some
of which we may not be aware. Future developments related to new or existing
environmental matters or changes in environmental laws or policies could lead to
material costs for environmental compliance or cleanup. There can be no
assurance that such liabilities and costs will not have a material adverse
effect on our results of operations or financial position in the future. UDI is
also subject to significant environmental and similar liabilities of the type
described above and also as described in Annex A to this prospectus under
"Business of UDI -- Environmental Matters" and "Business of UDI -- Legal
Proceedings."

OUR INRANGE SUBSIDIARY IS SUBJECT TO VARIOUS RISKS AND ANY MATERIAL ADVERSE
EFFECT ON INRANGE COULD MATERIALLY ADVERSELY AFFECT OUR FINANCIAL RESULTS.

     We own approximately 89.5% of the total number of outstanding shares of
common stock of Inrange Technologies Corporation. Based on the closing price of
Inrange's Class B common stock on May 4, 2001, Inrange's market capitalization
was approximately $1,483.0 million on such date. Unlike our other businesses,
Inrange is a high technology company and is subject to additional and different
risks, and its public equity
                                        13
<PAGE>   18

trades similar to other technology businesses. Any adverse effect on Inrange
could affect us. In addition to the risks described herein for our business as a
whole, Inrange is subject to the following risks:

     - Inrange's business will suffer if it fails to develop, successfully
       introduce and sell new and enhanced high quality, technologically
       advanced cost-effective products that meet the changing needs of its
       customers on a timely basis. Inrange's competitors may develop new and
       more advanced products on a regular basis;

     - Inrange relies on a sole manufacturer to produce a number of its key
       products and on sole sources of supply for some key components in its
       products. Any disruption in these relationships could increase product
       costs and reduce Inrange's ability to provide its products or develop new
       products on a timely basis; and

     - The price for Inrange's products may decrease in response to changes in
       product mix, competitive pricing pressures, maturing life cycles, new
       product introductions and other factors. Accordingly, Inrange's
       profitability may decline unless it can reduce its production and sales
       costs or develop new higher margin products.

     The foregoing is a summary of the risk factors applicable to Inrange. For a
more complete description of those risks, please see "Risk Factors" in Inrange's
Annual Report of Form 10-K for the fiscal year ended December 31, 2000, which
section is incorporated by reference in this prospectus. See "Where You Can Find
More Information."

DIFFICULTIES PRESENTED BY INTERNATIONAL ECONOMIC, POLITICAL, LEGAL, ACCOUNTING
AND BUSINESS FACTORS COULD NEGATIVELY AFFECT OUR INTERESTS AND BUSINESS EFFORT.

     Approximately 22% of our 2000 sales were international, including export
sales. In addition, approximately 40% of Inrange's 2000 sales were
international, including export sales, and we are seeking to increase our sales
outside the United States. On a pro forma basis for our acquisition of UDI,
approximately 27% of our 2000 sales, including export sales, would have been
generated from international markets. Our international operations require us to
comply with the legal requirements of foreign jurisdictions and expose us to the
political consequences of operating in foreign jurisdictions. Our foreign
business operations are also subject to the following risks:

     - difficulty in managing, operating and marketing our international
       operations because of distance, as well as language and cultural
       differences;

     - increased strength of the U.S. dollar will increase the effective price
      of our products sold in U.S. dollars which may have a material adverse
      effect on sales or require us to lower our prices and also decrease our
      reported revenues or margins in respect of sales conducted in foreign
      currencies to the extent we are unable or determine not to increase local
      currency prices; likewise, decreased strength of the U.S. dollar could
      have a material adverse effect on the cost of materials and products
      purchased overseas;

     - difficulty entering new international markets due to greater regulatory
      barriers than the United States and differing political systems;

     - increased costs due to domestic and foreign customs and tariffs,
      potentially adverse tax consequences, including imposition or increase of
      withholding and other taxes on remittances and other payments by
      subsidiaries, and transportation and shipping expenses;

     - credit risk or financial condition of local customers and distributors;

     - potential difficulties in staffing and labor disputes;

     - risk of nationalization of private enterprises;

     - increased costs of transportation or shipping;

     - potential difficulties in protecting intellectual property;
                                        14
<PAGE>   19

     - potential imposition of restrictions on investments; and

     - local political and social conditions, including the possibility of
       hyperinflationary conditions and political instability in certain
       countries.

As we continue to expand our international operations, including as a result of
the UDI acquisition, these and other risks associated with international
operations are likely to increase. In addition, as we enter new geographic
markets, we may encounter significant competition from the primary participants
in such markets, some of which may have substantially greater resources than we
do.

PROVISIONS IN OUR CORPORATE DOCUMENTS AND DELAWARE LAW MAY DELAY OR PREVENT A
CHANGE IN CONTROL OF OUR COMPANY, AND ACCORDINGLY, WE MAY NOT CONSUMMATE A
TRANSACTION THAT OUR STOCKHOLDERS CONSIDER FAVORABLE.

     Provisions of our certificate of incorporation and by laws may inhibit
changes in our control not approved by our Board. We also have a rights plan
designed to make it more costly and thus more difficult to gain control of us
without the consent of our Board. We are also afforded the protections of
Section 203 of the Delaware General Corporation Law, which could have similar
effects. See "Description of Our Capital Stock."

                                USE OF PROCEEDS

     We will not receive any of the proceeds from the sale of the LYONs or
common shares by the selling securityholders.

                       RATIO OF EARNINGS TO FIXED CHARGES

     The following table sets forth the ratio of earnings to fixed charges of
SPX for the years ended December 31, 1996, 1997, 1998, 1999, and 2000 and for
the three months ended March 31, 2000 and 2001.

<TABLE>
<CAPTION>
                                                                                                 THREE MONTHS
                                                        FISCAL YEAR ENDED DEC. 31,             ENDED MARCH 31,
                                                  ---------------------------------------      ----------------
                                                  1996    1997    1998(2)    1999    2000      2000       2001
                                                  ----    ----    -------    ----    ----      -----      -----
<S>                                               <C>     <C>     <C>        <C>     <C>       <C>        <C>
Ratio of earnings to fixed charges(1)...........  5.7     7.7      (0.3)     1.8     3.0        3.5        3.3
</TABLE>

---------------
(1) For the purposes of determining the ratio of earnings to fixed charges,
    earnings consist of income from continuing operations and fixed charges.
    Fixed charges include gross interest expense, amortization of deferred
    financing expenses and an amount equivalent to interest included in rental
    charges. We have assumed that one-third of rental expense is representative
    of the interest factor.

(2) For the fiscal year ended December 31, 1998, earnings were not sufficient to
    cover fixed charges by approximately $42 million.

                                        15
<PAGE>   20

            PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS OF SPX
                                  (UNAUDITED)

     The following tables present pro forma combined condensed financial
statements of SPX after giving effect to the UDI acquisition. The information is
presented as if the UDI acquisition had occurred on January 1, 2000 for the
statement of income and on December 31, 2000 for the balance sheet. The pro
forma financial statements assume that the UDI acquisition is effected by the
exchange of 0.2353 of a share of SPX common stock for each UDI common share
outstanding and assumes that existing UDI stock options will be exchanged for
options of SPX. Additionally, the pro forma combined condensed financial
statements assume that SPX had received the proceeds from the amendments to the
senior credit facility, issued the LYONs and issued the May LYONs (excluding the
over-allotment) and that the existing UDI indebtedness is repaid on January 1,
2000 for the statement of income and on December 31, 2000 for the balance sheet.

     The estimated purchase price was allocated to the assets and liabilities
assumed of UDI based on SPX management's current estimate of their fair market
values. The final allocation of the purchase price to the assets and liabilities
assumed will not be completed until after the UDI acquisition is completed and
will include independent appraisals and the results of SPX's strategic review to
determine fair values. SPX management believes the preliminary allocations of
the purchase price are reasonable based upon currently available information,
but the allocations could change materially upon completion of the appraisals
and strategic review. UDI's financial position and results of operations will
not be included in SPX's consolidated financial statements prior to the date the
UDI acquisition is completed.

     Following the consummation of the UDI acquisition, SPX will be finalizing
its strategic review of UDI's businesses and its plans to integrate the
operations of UDI. The pro forma combined condensed financial statements and
data do not give effect to any additional integration or restructuring costs
that are likely to result from that review and the finalization of those plans.
We expect that the integration and rationalization of the operations of UDI will
include certain costs that in turn will be treated as additional purchase
consideration or result in a charge to earnings of the combined company. Any
additional purchase consideration or a charge to earnings, which cannot now be
quantified fully, is likely to be material and would either adjust the purchase
accounting or be recognized as a charge to earnings in the period in which such
a charge occurs. These costs may include severance and related employee benefits
costs, costs to close or consolidate facilities, including environmental costs
in connection therewith, integration costs, relocation and moving costs,
training costs, environmental costs generally associated with previously
identified environmental issues and gains or losses on business divestitures,
among others. Additionally, the pro forma combined condensed financial
statements do not give effect to any cost savings that could result from the
combination of SPX and UDI. The pro forma combined condensed balance sheet
includes the estimated costs associated with change of control agreements
associated with UDI management. The pro forma combined condensed income
statement does not reflect a charge for this cost as it is non-recurring and has
no continuing impact.

     The pro forma combined condensed financial statements are intended for
information purposes only, and do not purport to represent what SPX's results of
continuing operations or financial position would actually have been had the UDI
acquisition in fact occurred on January 1, 2000 for the statement of income and
on December 31, 2000 for the balance sheet, or project the results for any
future date or period. Upon completion of the UDI acquisition, the actual
financial position and results of operations of SPX may differ, perhaps
significantly, from the pro forma amounts reflected herein due to a variety of
factors, including changes in operating results between the date of the pro
forma combined condensed financial statements and the date on which the UDI
acquisition is completed and thereafter, as well as the factors discussed under
"Risk Factors."

     In the pro forma combined condensed financial statements, SPX's historical
information for the year ended December 31, 2000 was derived from audited
financial statements of SPX. UDI's historical information for the year ended
December 31, 2000 was derived from audited financial statements of UDI.

                                        16
<PAGE>   21

            PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME OF SPX
                      FOR THE YEAR ENDED DECEMBER 31, 2000
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                UDI            ADJUST          UDI
                                SPX         HISTORICAL         UDI TO      HISTORICAL     PRO FORMA       PRO
                             HISTORICAL   (CANADIAN GAAP)   U.S. GAAP(1)   (U.S. GAAP)   ADJUSTMENTS     FORMA
                             ----------   ---------------   ------------   -----------   -----------    --------
                                                   (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S>                          <C>          <C>               <C>            <C>           <C>            <C>
Revenues...................   $2,678.9       $2,366.2          $  --        $2,366.2       $   --       $5,045.1
Cost of sales..............    1,776.7        1,648.6             --         1,648.6          5.0(2)     3,430.3
Selling, general and
  administrative
  expenses.................      495.2          492.4           (0.4)          492.0          2.8(2)       985.7
                                                                                             (4.3)(5)
Goodwill/intangible
  amortization.............       40.0           27.7             --            27.7         16.8(2)        80.5
                                                                                             (4.0)(2)
Special charges............       90.9           43.8             --            43.8           --          134.7
                              --------       --------          -----        --------       ------       --------
Operating income...........      276.1          153.7            0.4           154.1        (16.3)         413.9
Interest expense, net......      (95.0)         (50.0)            --           (50.0)       (26.4)(3)     (171.4)
Loss on sale of
  businesses...............         --           (1.2)            --            (1.2)          --           (1.2)
Other income (expense).....       22.2           (8.7)            --            (8.7)          --           13.5
Gain on issuance of Inrange
  stock....................       98.0             --             --              --           --           98.0
Equity in earnings of
  EGS......................       34.3             --             --              --           --           34.3
                              --------       --------          -----        --------       ------       --------
Income before income
  taxes....................      335.6           93.8            0.4            94.2        (42.7)         387.1
Income tax (expense)
  benefit..................     (137.3)         (37.3)           2.4           (34.9)        (2.0)        (174.2)(4)
                              --------       --------          -----        --------       ------       --------
Income before extraordinary
  item.....................   $  198.3       $   56.5          $ 2.8        $   59.3       $(44.7)      $  212.9
                              ========       ========          =====        ========       ======       ========
Income before extraordinary
  item:
  Basic....................   $   6.44                                                                  $   5.32
  Diluted..................       6.25                                                                      5.20
Weighted average number of
  common shares:
  Basic....................     30.796                                                      9.208         40.004
  Diluted..................     31.751                                                      9.226         40.977
</TABLE>

Note: The accompanying notes are an integral part of the pro forma combined
condensed statement of income.

                                        17
<PAGE>   22

        NOTES TO PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME OF SPX

(1)Reflects adjustments to UDI's Canadian GAAP based financial statements to
   U.S. GAAP (see note 13 to UDI's consolidated financial statements).

(2)These pro forma adjustments reflect the impact of the allocation of the
   excess purchase price to the assets and liabilities of UDI. The following
   table reflects the pro forma impact of the purchase accounting adjustments on
   the pro forma combined condensed financial statements:

<TABLE>
<CAPTION>
                                                        SELLING,
                                             COST OF    GENERAL &     INTANGIBLE     GOODWILL
                                              SALES      ADMIN.      AMORTIZATION    CHARGES
                                             -------    ---------    ------------    --------
                                                              (IN MILLIONS)
<S>                                          <C>        <C>          <C>             <C>
Additional depreciation....................   $5.0        $2.2          $  --         $   --
Pension and other benefits expense
  adjustment...............................     --         0.6             --             --
Intangible amortization -- previously
  recorded.................................     --          --           (3.2)            --
Intangible amortization on transaction.....     --          --           20.0             --
Goodwill amortization -- previously
  recorded.................................     --          --             --          (24.5)
Goodwill amortization on transaction.......     --          --             --           20.5
                                              ----        ----          -----         ------
Pro forma adjustment year ended December
  31, 2000.................................   $5.0        $2.8          $16.8         $ (4.0)
                                              ====        ====          =====         ======
</TABLE>

   The pro forma assumes the following lives for each of the purchase
   accounting adjustments; fixed assets from 10 to 25 years, intangible assets
   over an average of 15 years, and goodwill as 40 years.

(3)This pro forma adjustment reflects the amount necessary to estimate
   consolidated interest expense, net, as if the refinancing of the UDI debt and
   the elimination of UDI's agreement to sell accounts receivable had occurred
   as of January 1, 2000. The consolidated interest expense has been computed on
   an assumption that the refinancing will occur under the amendments to the
   senior credit facility, through the issuance of the LYONs and through the
   issuance of the May LYONs (excluding the over-allotment). Average borrowings
   under the credit agreement of $1,850.1 million assumed an interest rate at
   LIBOR plus a weighted average premium of 2.5% (9.0% was used), LYONs
   borrowings of $576.1 million assumed an interest rate of 2.75% and the May
   LYONs assumed an interest rate of 2.75%. Interest income netted against
   interest expense included historical amounts from both companies and assumed
   interest income on LYONs proceeds, net of the amount to pay down the
   company's revolving loan. The debt issuance costs are amortized over the life
   of the related debt. If the assumed interest rate on the senior credit
   facility increased by  1/8%, the impact would decrease net income by $1.8
   million for the year ended December 31, 2000.

(4)The pro forma consolidated effective income tax rate is estimated to be
   45.0%. The pro forma consolidated effective income tax rate is higher than
   either of the combined companies due to the impact of estimated non
   deductible goodwill amortization and increases in foreign income tax rates
   due to the UDI acquisition.

(5)This pro forma adjustment reflects the termination of UDI's sale of certain
   qualifying accounts receivable to a financial institution.

                                        18
<PAGE>   23

               PRO FORMA COMBINED CONDENSED BALANCE SHEET OF SPX
                            AS OF DECEMBER 31, 2000
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                               UDI            ADJUST          UDI
                               SPX         HISTORICAL         UDI TO      HISTORICAL     PRO FORMA
                            HISTORICAL   (CANADIAN GAAP)   U.S. GAAP(1)   (U.S. GAAP)   ADJUSTMENTS    PRO FORMA
                            ----------   ---------------   ------------   -----------   -----------    ---------
                                                               (IN MILLIONS)
<S>                         <C>          <C>               <C>            <C>           <C>            <C>
ASSETS:
Cash and equivalents......   $   73.7       $  101.4          $  --        $  101.4      $ (876.2)(4)  $  546.7
                                                                                            576.1 (5)
                                                                                            830.0 (6)
                                                                                            220.1 (7)
                                                                                           (220.0)(8)
                                                                                           (158.4)(2)
Other current assets......      989.2          841.2             --           841.2          65.0 (3)   1,895.4
Fixed assets, net.........      492.0          342.3             --           342.3         124.0 (2)     958.3
Goodwill and other
  intangible assets,
  net.....................    1,211.8          929.4            3.0           932.4        (932.4)(2)   2,334.1
                                                                                          1,122.3 (2)
Other assets..............      397.9          111.1            2.0           113.1          28.5 (2)     539.5
                             --------       --------          -----        --------      --------      --------
Total assets..............   $3,164.6       $2,325.4          $ 5.0        $2,330.4      $  779.0      $6,274.0
                             ========       ========          =====        ========      ========      ========
LIABILITIES AND
  SHAREHOLDERS' EQUITY:
Notes payable and current
  portion of long-term
  debt....................   $     --       $  152.9          $  --        $  152.9      $ (152.9)(4)  $     --
Other current
  liabilities.............      637.1          392.6           (1.0)          391.6            --       1,028.7
Other long-term
  liabilities.............      623.7          199.8            6.0           205.8         173.1 (2)   1,002.6
Long-term debt............    1,295.6          658.3             --           658.3          65.0 (3)   2,701.8
                                                                                           (723.3)(4)
                                                                                            576.1 (5)
                                                                                            830.0 (6)
                                                                                            220.1 (7)
                                                                                           (220.0)(8)
Total shareholders'
  equity..................      608.2          921.8             --           921.8        (921.8)(2)   1,540.9
                                   --             --             --              --         932.7 (2)        --
                             --------       --------          -----        --------      --------      --------
Total liabilities and
  shareholders' equity....   $3,164.6       $2,325.4          $ 5.0        $2,330.4      $  779.0      $6,274.0
                             ========       ========          =====        ========      ========      ========
</TABLE>

  Note: The accompanying notes are an integral part of the pro forma combined
                            condensed balance sheet.
                                        19
<PAGE>   24

           NOTES TO PRO FORMA COMBINED CONDENSED BALANCE SHEET OF SPX

(1)Reflects adjustments to UDI's Canadian GAAP-based financial statements to
   U.S. GAAP (see note 13 to UDI's Consolidated Financial Statements
   incorporated by reference herein).

(2)This pro forma adjustment reflects the purchase price of UDI and the
   estimated allocation of the excess purchase price to the assets and
   liabilities of UDI. The purchase price was computed as follows (in millions,
   except for the exchange ratio):

<TABLE>
<S>                                                           <C>
UDI's Market Value:
  Shares of UDI outstanding.................................   39.135
  Exchange ratio............................................   0.2353
                                                              -------
  SPX common stock to be issued.............................    9.208
  Market value per share of SPX common stock................  $ 96.44
  Market value of SPX common stock to be issued.............  $ 888.1
  Market value of SPX options to be issued..................     44.6
                                                              -------
UDI market value (to shareholders' equity)..................  $ 932.7
UDI shareholders' equity at December 31, 2000...............   (921.8)
Estimated transaction fees, refinancing related fees, and
  change of control payments, net of tax (included as use of
  cash in pro forma)........................................    158.4
                                                              -------
Excess purchase price.......................................  $ 169.3
                                                              =======
</TABLE>

    The estimated excess purchase price has been allocated to the assets and
    liabilities assumed of UDI as follows (in millions):

<TABLE>
<S>                                                           <C>
Fixed assets, net...........................................  $ 124.0
Other assets (pension, deferred financing fees, deferred tax
  assets)...................................................     28.5
Goodwill and intangible assets (previously recorded)........   (932.4)
Goodwill....................................................    822.3
Other intangible assets.....................................    300.0
Other long-term liabilities (other benefit obligations,
  deferred tax liabilities).................................   (173.1)
                                                              -------
Excess purchase price.......................................  $ 169.3
                                                              =======
</TABLE>

    The estimated purchase price was allocated to the assets and liabilities
    assumed of UDI based on SPX management's current estimate of their fair
    market values. The final allocation of the purchase price to the assets and
    liabilities assumed will not be completed until after the UDI acquisition is
    completed and will include independent appraisals and the results of SPX's
    strategic review to determine fair values. SPX management believes the
    preliminary allocations of the purchase price are reasonable based upon
    currently available information, but the allocations could change materially
    upon completion of the appraisals and strategic review.

    Fixed assets, net, reflects the adjustment to estimated fair value of these
    assets. Other assets represents the adjustment of pension assets to the fair
    market value of plan assets less the projected benefit obligation, adjusting
    deferred financing costs due to the refinancing of the UDI debt, and
    adjusting deferred tax assets affected by the UDI acquisition. Goodwill and
    intangible assets (previously recorded) reflects the elimination of goodwill
    and intangible assets included in UDI's historical balance sheet. Goodwill
    reflects the amount of excess purchase price remaining after allocations to
    all other assets and liabilities. Other intangible assets reflects the
    estimated fair value of intangibles such as patents, trademarks, assembled
    workforce, and acquired technology. Other long-term liabilities reflects the
    adjustment of other benefit liabilities to the projected benefit obligation
    and adjusting deferred tax liabilities related to the purchase price
    allocations.

                                        20
<PAGE>   25

(3)This pro forma adjustment reflects the termination of UDI's sale of certain
   qualifying accounts receivable to a financial institution.

(4)Reflects the payment of UDI indebtedness consisting of UDI's reported total
   debt of $811.2 million and $65.0 million related to UDI's sale of certain
   qualifying accounts receivable to a financial institution.

(5)Reflects the issuance of $576.1 million of LYONs as if they had been issued
   on December 31, 2000.

(6)Reflects the total Tranche C borrowings on the credit facility, $300.0
   million during the first quarter of 2001 and $530.0 million in connection
   with the UDI acquisition.

(7)Reflects the issuance of the May LYONs. Does not give effect to $35.0 million
   face amount at maturity ($20.3 million issue price) of May LYONs issued
   pursuant to the over-allotment option.

(8)To reduce the pro forma revolving loan balance to zero.

                                        21
<PAGE>   26

                      SELECTED CONSOLIDATED FINANCIAL DATA

     The following data are qualified in their entirety by the financial
statements of SPX and other information incorporated herein by reference. The
financial data as of and for each of the years in the three-year period ended
December 31, 2000 have been derived from the audited financial statements of
SPX. The financial data as of and for the three-month periods ended March 31,
2000 and March 31, 2001 have been derived from unaudited consolidated financial
statements of SPX. In the opinion of management, the unaudited information
reflects all adjustments (consisting only of normal and recurring adjustments)
necessary for a fair presentation of the results for such period. Our results
for the three months ended March 31, 2001 are not necessarily indicative of the
results to be expected for the fiscal year ended December 31, 2001.

     The financial information below is only a summary. It should be read in
conjunction with the financial statements and related notes contained in the
annual, quarterly and other reports filed by us with the SEC. See "Where You Can
Find More Information."

<TABLE>
<CAPTION>
                                                                              THREE MONTHS ENDED
                                             YEAR ENDED DECEMBER 31,              MARCH 31,
                                         --------------------------------    --------------------
                                           1998        1999        2000        2000        2001
                                         --------    --------    --------    --------    --------
                                            (IN MILLIONS, EXCEPT RATIOS AND PER SHARE AMOUNTS)
<S>                                      <C>         <C>         <C>         <C>         <C>
STATEMENT OF OPERATIONS DATA(1)
Revenues...............................  $1,825.4    $2,712.3    $2,678.9    $  627.8    $  680.4
Cost of goods sold(2)..................   1,271.9     1,809.8     1,776.7       421.6       463.3
Gross profit...........................     553.5       902.5       902.2       206.2       217.1
Operating expenses(2)..................     491.3       550.7       535.2       129.0       140.1
Special charges(3).....................     101.7        38.4        90.9          --         3.4
                                         --------    --------    --------    --------    --------
Operating income (loss)................     (39.5)      313.4       276.1        77.2        73.6
Gain on issuance of Inrange stock(4)...        --          --        98.0          --          --
Other (expense) income, net(5).........      (0.5)       64.3        22.2        (0.1)        1.7
Equity in earnings of EGS(6)...........      40.2        34.7        34.3         9.3         9.4
Interest expense, net(7)...............     (45.1)     (117.6)      (95.0)      (22.3)      (24.7)
                                         --------    --------    --------    --------    --------
Income (loss) before income taxes......     (44.9)      294.8       335.6        64.1        60.0
Income taxes...........................       3.2      (187.3)     (137.3)      (26.3)      (24.6)
                                         --------    --------    --------    --------    --------
Income (loss) before extraordinary
  items................................     (41.7)      107.5       198.3        37.8        35.4
Extraordinary item, net of tax(8)......        --        (6.0)       (8.8)       (8.8)         --
                                         --------    --------    --------    --------    --------
Net income.............................  $  (41.7)   $  101.5    $  189.5    $   29.0    $   35.4
                                         ========    ========    ========    ========    ========
Income (loss) per share from continuing
  operations:
  Basic................................  $  (1.94)   $   3.50    $   6.44    $   1.22    $   1.17
  Diluted..............................  $  (1.94)   $   3.46    $   6.25    $   1.20    $   1.14
Weighted average number of common
  shares outstanding:
  Basic................................      21.5        30.8        30.8        30.9        30.3
  Diluted..............................      21.5        31.1        31.8        31.6        31.0
Dividends paid(9)......................  $  820.7          --          --          --          --

OTHER FINANCIAL DATA(1)
EBITDA(10).............................     279.5       489.5       523.5       113.2       119.3
Capital expenditures...................      69.2       102.0       123.3        29.6        33.0
Depreciation and amortization..........      69.4       105.4       110.9        26.8        31.2
Ratio of earnings to fixed
  charges(11)..........................      (0.3)        1.8         3.0         3.5         3.3
</TABLE>

                                        22
<PAGE>   27

<TABLE>
<CAPTION>
                                                AS OF DECEMBER 31,             AS OF MARCH 31,
                                         --------------------------------    --------------------
                                           1998        1999        2000        2000        2001
                                         --------    --------    --------    --------    --------
                                                              (IN MILLIONS)
<S>                                      <C>         <C>         <C>         <C>         <C>
BALANCE SHEET DATA(1)
Cash and cash equivalents..............  $   70.3    $   78.8    $   73.7    $   32.6    $  562.9
Working capital........................     296.3       319.3       425.8       271.9       981.6
Total assets...........................   2,968.3     2,846.0     3,164.6     2,942.5     3,812.8
Total debt.............................   1,515.6     1,114.7     1,295.6     1,258.7     1,926.4
Other long-term obligations............     431.9       521.8       595.5       525.7       584.4
Shareholders' equity...................     390.5       552.3       608.2       549.7       662.4
</TABLE>

---------------
 (1)On October 6, 1998, SPX completed the merger of SPX and General Signal,
    which was accounted for as a reverse acquisition whereby General Signal was
    treated as the acquiror and we were treated as the acquiree. See Note 2 of
    the SPX consolidated financial statements for further discussion.

 (2)In 1998, we recorded $108.2 million of other one-time charges related to the
    General Signal merger, restructuring and the termination of a plan to
    spin-off Inrange Technologies. These charges were classified as $60.4
    million in cost of goods sold and $47.8 million in operating expenses.

    In 2000, we recorded a charge of $12.3 million against cost of goods sold
    for discontinued product lines associated with restructuring and other
    product charges primarily within the services solution segment.

    See Note 4 of the SPX consolidated financial statements for further
    discussion of the charges.

 (3)In the fourth quarter of 1998, we recorded special charges of $101.7
    million, which included $69.3 million of costs associated with closing the
    former General Signal corporate office and $32.4 million of restructuring
    costs related to General Signal Corporation operations.

    In 1999, we recorded special charges of $38.4 million associated with
    restructuring actions initiated throughout the businesses.

    In 2000, we recorded special charges of $90.9 million primarily associated
    with restructuring initiatives to consolidate manufacturing facilities,
    rationalize certain product lines and asset impairments.

    In the first quarter of 2001, we recorded special charges of $3.4 million
    primarily consisting of an intangible writedown and restructuring actions.

    See Note 4 of the SPX consolidated financial statements for further
    discussion of fiscal year special charges.

 (4)In 2000, Inrange Technologies, a subsidiary of SPX, issued 8,855,000 shares
    of its class B common stock for cash in an initial public offering.
    Accordingly, we recorded a $98.0 million pretax gain. See Note 5 to the SPX
    consolidated financial statements for further discussion.

 (5)In 1999, we recorded pretax gains of $23.8 million associated with the
    divestiture of Best Power and $29.0 million associated with the divestiture
    of Dual-Lite and an investment in a Japanese joint venture. Additionally,
    in 1999 we recorded a pretax gain of $13.9 million on the sale of
    marketable securities.

    In 2000, we recorded a $23.2 million pretax gain on the settlement of a
    patent infringement suit against American Power Conversion Corporation. See
    Note 15 to the SPX consolidated financial statements for further
    discussion.

 (6)These amounts represent our share of the earnings of EGS Electrical Group
    LLC, a joint venture between SPX and Emerson Electric Co. See Note 9 to the
    SPX consolidated financial statements for further discussion.

 (7)The increase in interest expense in 1998 relates to the General Signal
    merger, completed on October 6, 1998. See Notes 2 and 13 to the SPX
    consolidated financial statements for further discussion.

 (8)In 1999 and 2000, we recorded losses on early extinguishment of debt of $6.0
    million after tax and $8.8 million after tax, respectively.

 (9)Includes $784.2 million which was the cash portion of the consideration paid
    in the General Signal merger in 1998 which was treated as a special dividend
    for accounting purposes and cash dividends paid

                                        23
<PAGE>   28

    by General Signal prior to the merger. We have not paid dividends since
    1997, and we do not intend to pay dividends on our common stock. We have
    determined that for the foreseeable future, any distribution of earnings
    will be in the form of open market purchases when deemed appropriate by
    management and the board of directors.

(10)EBITDA represents income (loss) before extraordinary items before interest
    expense, income taxes, depreciation, amortization, and special charges,
    other charges and other unusual charges and gains described in notes 2
    through 5 above. We believe EBITDA information enhances an investor's
    understanding of a company's ability to satisfy principal and interest
    obligations with respect to its indebtedness and to utilize cash for other
    purposes. However, there may be a contractual, legal, economic or other
    reasons which may prevent us from satisfying principal and interest
    obligations with respect to our indebtedness and may require us to allocate
    funds for other purposes. EBITDA does not represent and should not be
    considered as an alternative to net income or cash flows from operating
    activities as determined by U.S. generally accepted accounting principles
    and may not be comparable to other similarly titled measures of other
    companies. The following table illustrates the computation of EBITDA for
    each period:

<TABLE>
<CAPTION>
                                                                        THREE MONTHS
                                         YEAR ENDED DECEMBER 31,      ENDED MARCH 31,
                                       ---------------------------    ----------------
                                        1998      1999      2000       2000      2001
                                       ------    ------    -------    ------    ------
                                                        (IN MILLIONS)
<S>                                    <C>       <C>       <C>        <C>       <C>
 Income (loss) before extraordinary
   items.............................  $(41.7)   $107.5    $ 198.3    $ 37.8    $ 35.4
 Interest expense, net...............    45.1     117.6       95.0      22.3      24.7
 Income tax expense (benefit)........    (3.2)    187.3      137.3      26.3      24.6
 Depreciation and amortization.......    69.4     105.4      110.9      26.8      31.2
 Other charges (note 2)..............   108.2        --       12.3        --        --
 Special charges (note 3)............   101.7      38.4       90.9        --       3.4
 Unusual charges (gains) (notes 4 and
   5)................................      --     (66.7)    (121.2)       --        --
                                       ------    ------    -------    ------    ------
 EBITDA..............................  $279.5    $489.5    $ 523.5    $113.2    $119.3
                                       ======    ======    =======    ======    ======
</TABLE>

(11)For the purposes of determining the ratio of earnings to fixed charges,
    earnings consist of income before extraordinary items and fixed charges.
    Fixed charges include net interest expense and an amount equivalent to
    interest included in rental charges. We have assumed that one-third of
    rental expense is representative of the interest factor. For the fiscal year
    ended December 31, 1998, earnings were not sufficient to cover fixed charges
    by approximately $42.0 million.

                                        24
<PAGE>   29

                                  THE COMPANY

     We are a global provider of technical products and systems, industrial
products and services, and service solutions. We offer a diversified collection
of products that include networking and switching products, fire detection and
building life-safety products, TV and radio broadcast antennas and towers,
transformers, substations, vehicle components and industrial mixers and valves.
Our products and services also include specialty service tools, diagnostic
systems, service equipment and technical information services. Our products are
used by a broad group of customers that serve a diverse group of industries
including chemical processing, pharmaceuticals, infrastructure, mineral
processing, petrochemical, telecommunications, financial services,
transportation and power generation. We have over 14,000 employees worldwide
with operations in 19 countries.

THE UDI ACQUISITION

     On March 10, 2001, SPX and UDI entered into a merger agreement for the
acquisition of UDI by an indirect wholly owned subsidiary of SPX. UDI
manufactures proprietary engineered products for sale primarily to industrial
and commercial markets worldwide. Total consideration for the transaction,
including transaction costs, change of control costs and refinancing of UDI
debt, will be approximately $1.9 billion. Under the terms of the merger
agreement between SPX and UDI, UDI common shares will be exchanged for SPX
common stock at an exchange ratio of 0.2353 of a share of SPX common stock for
each UDI common share, together with a fractional interest in one share of the
entity resulting from the merger, which will be promptly redeemed for the same
fractional interest in one share of SPX common stock (which in turn will be
redeemed for cash along with any other fractional interests in SPX shares
received by the UDI shareholder in the transaction). In connection with the
acquisition, SPX will refinance approximately $876.2 million of UDI debt. The
acquisition of UDI is subject to a number of conditions, including, among other
things, approval by UDI shareholders, approval of the Ontario Superior Court of
Justice and regulatory approval in a number of jurisdictions. The transaction is
expected to close on or about May 24, 2001. UDI is publicly traded on the
Toronto Stock Exchange and the New York Stock Exchange under the symbol "UDI."
For the year ended December 31, 2000, UDI had sales of approximately $2.4
billion.

OPERATING SEGMENTS OF THE COMBINED COMPANY

     Following the UDI acquisition, if consummated, our products will be offered
through four operating segments: Technical Products and Systems, Industrial
Products and Services, Flow Technology and Service Solutions.

     Technical Products and Systems.  The Technical Products and Systems segment
will be focused on solving customer problems with complete technology-based
systems. The emphasis is on growth through investment in new technology, new
product introduction, alliances and acquisitions. This segment includes the SPX
operating units that design and manufacture networking and switching products
for storage, data and telecommunications networks, fire detection and integrated
building life-safety systems, TV and radio transmission systems, automated fare
collection systems, and laboratory and industrial ovens and freezers. UDI
businesses that provide a strong fit to this segment include units that design
and manufacture electrical test and measurement solutions, cable and pipe
locating devices, laboratory testing chambers, industrial ovens and
electrodynamic shakers.

     Industrial Products and Services.  The Industrial Products and Services
segment will emphasize introducing new related services and products, as well as
focusing on the replacement parts and service elements of the segment. This
segment will include the SPX operations that design, manufacture and market
power transformers used by electrical utilities and heavy industries, hydraulic
systems, electric motors and material handling systems. Also included in this
segment are the units that provide high-integrity aluminum and magnesium
die-castings, forgings, automatic transmission filters for original equipment
manufacturers, or OEMs, and small engine filters, and other industrial
filtration products for OEMs and after market customers. Combined with these
businesses will be the UDI air filtration and dehydration equipment business and
the specialty engineered products businesses which manufacture dock equipment,
material handling devices and

                                        25
<PAGE>   30

electric resistance heaters as well as the UDI machinery businesses which design
and manufacture soil, asphalt and landfill compactors and specialty farm
machinery.

     Flow Technology.  The businesses in the Flow Technology segment will
design, manufacture and market solutions and products that are used to process
or transport fluids and in heat transfer applications. This segment will combine
the SPX and UDI units that produce pumps, valves, cooling towers, boilers, leak
detection equipment and mixers. Major markets include the petroleum, chemical,
food and beverage, pharmaceutical, power generation, HVAC/R and other processing
industries.

     Service Solutions.  Service Solutions will include operations that design,
manufacture and market a wide range of specialty service tools, hand-held
diagnostic systems and service equipment, inspection gauging systems, precision
scales and technical and training information, primarily to the motor vehicle
industry. Major customers are franchised dealers of motor vehicle manufacturers,
aftermarket vehicle service facilities and independent distributors. The Service
Solutions segment will include four operating units: Diagnostic Systems and
Service Equipment, Specialty Tools, and Technical Information and Other Services
from SPX and the Advanced Industrial Technologies division from UDI.

AMENDMENT TO SPX'S SENIOR CREDIT FACILITY

     In connection with the UDI acquisition, we expect to amend and restate our
senior credit facility to provide for a $530.0 million increase to the Tranche C
term loan facility, to provide for a $50.0 million multicurrency facility and to
provide for an increase, at SPX's option and with the consent of only the
affected lenders, of the revolving credit facility and/or the multicurrency
facility by an amount of up to $50.0 million. After giving effect to the
amendment and restatement, but without the exercise of the $50.0 million option,
the senior credit facility will provide for an aggregate amount of $1.798
billion of term loans and $550.0 million of revolving credit loans. If the UDI
transaction is not consummated, the foregoing changes will not be made.

     See "Summary -- Recent Developments" for a description of recent
developments related to our business.

     Our common stock is listed on the New York Stock Exchange and the Pacific
Stock Exchange under the symbol "SPW."

                              DESCRIPTION OF LYONS

     We issued the LYONs under a senior indenture dated as of February 6, 2001,
between us and The Chase Manhattan Bank, as trustee. The following summarizes
the material provisions of the LYONs and the indenture. The following summary is
not complete and is subject to, and qualified by reference to, all of the
provisions of the LYONs and the indenture. As used in this description, the
words "we," "us," "our" or "SPX" do not include any current or future subsidiary
of SPX.

GENERAL

     On February 6, 2001, we issued $865,000,000 aggregate principal amount at
maturity of the LYONs in a private placement. On February 16, 2001, we issued
$129,750,000 aggregate principal amount at maturity of the LYONs upon exercise
by Merrill Lynch of its over-allotment option. The LYONs mature on February 6,
2021. The LYONs are payable at the office of the paying agent, which initially
will be an office or agency of the trustee, or an office or agency maintained by
us for such purpose, in the Borough of Manhattan, The City of New York.

     We issued the LYONs at a substantial discount from their principal amount
at maturity. Except as described below, we will not make periodic payments of
interest on the LYONs. Each LYON was issued at an issue price of $579.12 per
LYON. However, the LYONs will accrue original issue discount while they remain
outstanding. Original issue discount is the difference between the issue price
and the principal amount at maturity of a LYON. Original issue discount will be
calculated on a semi-annual bond equivalent basis, using a 360-day year composed
of twelve 30-day months. Original issue discount began to accrue as of February
6,

                                        26
<PAGE>   31

2001, the deemed issue date of the LYONs, including for the LYONs issued upon
exercise of Merrill Lynch's over-allotment option.

     The LYONs are debt instruments subject to the contingent payment debt
regulations. The LYONs are issued with original issue discount for United States
federal income tax purposes. Even if we do not pay any cash interest (including
any contingent interest) on the LYONs, holders will be required to include
accrued tax original issue discount in their gross income for United States
federal income tax purposes. The rate at which the tax original issue discount
will accrue will exceed the stated yield of 2.75% for the accrued original issue
discount described above. See "Certain United States Federal Income Tax
Consequences."

     Maturity, conversion, purchase by us at the option of a holder or
redemption of a LYON will cause original issue discount and interest, if any, to
cease to accrue on such LYON. We may not reissue a LYON that has matured or been
converted, purchased by us at the option of a holder, redeemed or otherwise
cancelled, except for registration of transfer, exchange or replacement of such
LYON.

     LYONs may be presented for conversion at the office of the conversion
agent, and for exchange or registration of transfer at the office of the
registrar, each such agent initially being the trustee.

RANKING OF LYONS

     The LYONs are unsecured and unsubordinated obligations. The LYONs rank
equal in right of payment to all of our existing and future unsecured and
unsubordinated indebtedness.

     The LYONs are obligations exclusively of SPX. We conduct a substantial
portion of our operations through our subsidiaries. As a result, our cash flow
and our ability to service our debt, including the LYONs, depends upon the
earnings of our subsidiaries. In addition, we depend on the distribution of
earnings, loans or other payments by our subsidiaries to us. Payments to us by
our subsidiaries will also be contingent upon our subsidiaries' earnings and
business considerations. Our right to receive any assets of any of our
subsidiaries upon our liquidation or reorganization, and, as a result, the right
of the holders of the LYONs to participate in those assets, is effectively
subordinated to the claims of that subsidiary's creditors, including trade
creditors. In particular, substantially all of our subsidiaries guarantee all of
our obligations under our credit agreement. Our indebtedness under the credit
facility will be significantly increased as a result of the UDI acquisition. See
"Risk Factors -- Risks Relating to this Offering -- The LYONs will be
structurally subordinated and -- Risks Relating to Our Business -- Our leverage
may affect our business and may restrict our operating flexibility." This may
affect your ability to receive payments on the LYONs.

     Borrowings under our credit facility are secured by substantially all of
our assets and the LYONs do not restrict the incurrence of additional secured
indebtedness. If we become insolvent or are liquidated, or payment under our
secured indebtedness is accelerated, the lenders under our secured indebtedness
would be entitled to exercise the remedies under the secured indebtedness as
secured lenders under applicable law and will have a claim on the collateral
that would rank senior to the holders of the LYONs. The liquidation value of our
assets remaining after payment of such secured indebtedness may not be
sufficient to repay in full our unsecured indebtedness, including the LYONs. See
"Risk Factors -- Risks Relating to Our Business -- The LYONs will not be secured
by our assets."

CONVERSION RIGHTS

     The initial conversion rate is 4.8116 shares of common stock per LYON,
subject to adjustment upon the occurrence of certain events described below. A
holder of a LYON otherwise entitled to a fractional share will receive cash in
an amount equal to the value of such fractional share based on the sale price,
as defined below, on the trading day immediately preceding the conversion date.

     Conversion Based on Common Stock Price.  Holders may surrender LYONs for
conversion into shares of common stock in any calendar quarter commencing after
March 31, 2001, if, as of the last day of the preceding calendar quarter, the
closing sale price of our common stock for at least 20 trading days in a period
of 30 consecutive trading days ending on the last trading day of such preceding
calendar quarter is more than a specified percentage, beginning at 135% and
declining .3125% per quarter thereafter, of the accreted
                                        27
<PAGE>   32

conversion price per share of common stock on the last trading day of such
preceding calendar quarter. The accreted conversion price per share as of any
day will equal the issue price of a LYON plus the accrued original issue
discount to that day, divided by the number of shares of common stock issuable
upon conversion of a LYON on that day.

     The table below shows the conversion trigger price per share of our common
stock in respect of each of the first 20 calendar quarters. These prices reflect
the accreted conversion price per share of common stock multiplied by the
applicable percentage for the respective calendar quarter. Thereafter, the
accreted conversion price per share of common stock increases each calendar
quarter by the accreted original issue discount for the quarter and the
applicable percentage declines by .3125% per quarter. The conversion trigger
price for the calendar quarter beginning January 1, 2021 is $228.66.

<TABLE>
<CAPTION>
                                                        (1)                         (3)
                                                      ACCRETED                   CONVERSION
                                                     CONVERSION       (2)         TRIGGER
                                                       PRICE       APPLICABLE      PRICE
QUARTER*                                             PER SHARE     PERCENTAGE     (1)X(2)
--------                                             ----------    ----------    ----------
<S>                                                  <C>           <C>           <C>
2001
  Second Quarter...................................   $120.86       135.0000%     $163.17
  Third Quarter....................................    121.69       134.6875%      163.90
  Fourth Quarter...................................    122.53       134.3750%      164.65
2002
  First Quarter....................................    123.37       134.0625%      165.39
  Second Quarter...................................    124.21       133.7500%      166.13
  Third Quarter....................................    125.06       133.4375%      166.88
  Fourth Quarter...................................    125.92       133.1250%      167.63
2003
  First Quarter....................................    126.78       132.8125%      168.38
  Second Quarter...................................    127.65       132.5000%      169.14
  Third Quarter....................................    128.52       132.1875%      169.89
  Fourth Quarter...................................    129.41       131.8750%      170.65
2004
  First Quarter....................................    130.29       131.5625%      171.42
  Second Quarter...................................    131.19       131.2500%      172.18
  Third Quarter....................................    132.08       130.9375%      173.95
  Fourth Quarter...................................    132.99       130.6250%      173.72
2005
  First Quarter....................................    133.90       130.3125%      174.49
  Second Quarter...................................    134.82       130.0000%      175.26
  Third Quarter....................................    135.74       129.6875%      176.04
  Fourth Quarter...................................    136.67       129.3750%      176.82
2006
  First Quarter....................................    137.61       129.0625%      177.60
</TABLE>

---------------
* This table assumes no events have occurred that would require an adjustment to
  the conversion rate.

     Conversion Based on Credit Ratings.  Holders may also surrender a LYON for
conversion during any period in which the credit rating assigned to the LYONs by
either Moody's or Standard & Poor's is B3 or B-, respectively, or lower.

     Conversion Upon Notice of Redemption.  A holder may surrender for
conversion a LYON called for redemption at any time prior to the close of
business on the second business day immediately preceding the redemption date,
even if it is not otherwise convertible at such time. A LYON for which a holder
has delivered a purchase notice or a change in control purchase notice as
described below requiring us to purchase
                                        28
<PAGE>   33

the LYON may be surrendered for conversion only if such notice is withdrawn in
accordance with the indenture.

     Conversion Upon Occurrence of Certain Corporate Transactions.  If we are
party to a consolidation, merger or binding share exchange pursuant to which the
shares of common stock of the company would be converted into cash, securities
or other property, the LYONs may be surrendered for conversion at any time from
and after the date which is 15 days prior to the anticipated effective date of
the transaction until 15 days after the actual date of such transaction and, at
the effective time, the right to convert a LYON into shares of common stock will
be changed into a right to convert it into the kind and amount of cash,
securities or other property of SPX or another person which the holder would
have received if the holder had converted the holder's LYON immediately prior to
the transaction. If such transaction also constitutes a Change in Control, the
holder will be able to require us to purchase all or a portion of such holder's
LYONs as described under "-- Change in Control Permits Purchase of LYONs by SPX
at the Option of the Holder."

     On conversion of a LYON, a holder will not receive any cash payment of
interest representing accrued original issue discount or, except as described
below, contingent interest or semi-annual interest. Our delivery to the holder
of the full number of shares of common stock into which the LYON is convertible,
together with any cash payment for such holder's fractional shares, will be
deemed:

     - to satisfy our obligation to pay the principal amount at maturity of the
       LYON; and

     - to satisfy our obligation to pay accrued original issue discount
       attributable to the period from the issue date through the conversion
       date.

     As a result, accrued original issue discount is deemed to be paid in full
rather than cancelled, extinguished or forfeited. LYONs that are exchanged will
remain outstanding with the same terms as were in effect before the exchange.

     If contingent or semi-annual interest is payable to holders of LYONs during
any particular six-month period, and such LYONs are converted after the
applicable accrual or record date therefor and prior to the next succeeding
interest payment date, holders of such LYONs at the close of business on the
accrual or record date will receive the contingent or semi-annual interest
payable on such LYONs on the corresponding interest payment date notwithstanding
the conversion and such LYONs upon surrender must be accompanied by funds equal
to the amount of contingent or semi-annual interest payable on the principal
amount of LYONs so converted, unless such LYONs have been called for redemption,
in which case no such payment shall be required.

     The conversion rate will not be adjusted for accrued original issue
discount or any contingent interest. A certificate for the number of full shares
of common stock into which any LYON is converted, together with any cash payment
for fractional shares, will be delivered through the conversion agent as soon as
practicable following the conversion date. For a discussion of the tax treatment
of a holder receiving shares of common stock upon conversion, see "Certain
United States Federal Income Tax Consequences -- Sale, Exchange, Conversion or
Redemption."

     To convert a LYON into shares of common stock, a holder must:

     - complete and manually sign the conversion notice on the back of the LYON
       or complete and manually sign a facsimile of the conversion notice and
       deliver the conversion notice to the conversion agent;

     - surrender the LYON to the conversion agent;

     - if required by the conversion agent, furnish appropriate endorsements and
       transfer documents; and

     - if required, pay all transfer or similar taxes.

     Pursuant to the indenture, the date on which all of the foregoing
requirements have been satisfied is the conversion date.

                                        29
<PAGE>   34

     The conversion rate will be adjusted for:

     - dividends or distributions on our shares of common stock payable in
       shares of common stock or other capital stock of SPX;

     - subdivisions, combinations or certain reclassifications of shares of our
       common stock;

     - distributions to all holders of shares of common stock of certain rights
       to purchase shares of common stock for a period expiring within 60 days
       at less than the sale price at the time; and

     - distributions to all holders of our shares of common stock of our assets
       (including shares of capital stock of, or similar equity interests in, a
       subsidiary or other business unit of ours) or debt securities or certain
       rights to purchase our securities (excluding cash dividends or other cash
       distributions from current or retained earnings unless the annualized
       amount thereof per share exceeds 5% of the sale price of the shares of
       common stock on the day preceding the date of declaration of such
       dividend or other distribution).

     In the event that we pay a dividend or make a distribution on shares of our
common stock consisting of capital stock of, or similar equity interests in, a
subsidiary or other business unit of ours, the conversion rate will be adjusted
based on the market value of the securities so distributed relative to the
market value of our common stock, in each case based on the average closing
prices of those securities for the 10 trading days commencing on and including
the fifth trading day after the date on which "ex-dividend trading" commences
for such dividend or distribution on the principal United States securities
exchange or market on which the securities are then listed or quoted.

     In the event we elect to make a distribution described in the third or
fourth bullet of the second preceding paragraph which, in the case of the fourth
bullet, has a per share value equal to more than 15% of the sale price of our
shares of common stock on the day preceding the declaration date for such
distribution, the Company will be required to give notice to the holders of
LYONs at least 20 days prior to the ex-dividend date for such distribution and,
upon the giving of such notice, the LYONs may be surrendered for conversion at
any time until the close of business on the business day prior to the
ex-dividend date or until the Company announces that such distribution will not
take place. No adjustment to the conversion rate or the ability of a holder of a
LYON to convert will be made if holders of LYONs will participate in the
transaction without conversion or in certain other cases.

     The indenture permits us to increase the conversion rate from time to time.

     Our rights plan provides that each share of common stock issued upon
conversion of LYONs at any time prior to the distribution of separate
certificates representing our rights will be entitled to receive such rights.
There shall not be any adjustment to the conversion privilege or conversion rate
as a result of such rights, the distribution of separate certificates
representing rights, the exercise or redemption of such rights in accordance
with any such rights, or the termination or invalidation of such rights. See
"Description of Our Capital Stock -- Rights Plan."

     In the event of:

     - a taxable distribution to holders of shares of common stock which results
       in an adjustment of the conversion rate; or

     - an increase in the conversion rate at our discretion,

the holders of the LYONs may, in certain circumstances, be deemed to have
received a distribution subject to federal income tax as a dividend. See
"Certain United States Federal Income Tax Consequences -- Constructive
Dividends."

     Upon determination that LYON holders are or will be entitled to convert
their LYONs into shares of common stock in accordance with the foregoing
provisions, we will issue a press release and publish such information on our
website on the World Wide Web.

                                        30
<PAGE>   35

CONTINGENT INTEREST

     Subject to the accrual and record date provisions described below, we will
pay contingent interest to the holders of LYONs during any six-month period from
February 6 to August 5 and from August 6 to February 5, commencing February 6,
2006, if the average market price of a LYON for the five trading days ending on
the second trading day immediately preceding the relevant six-month period
equals 120% or more of the sum of the issue price and accrued original issue
discount for such LYON to the day immediately preceding the relevant six-month
period. See "-- Redemption of LYONs at the Option of SPX" for some of these
values. Notwithstanding the above, if we declare a dividend for which the record
date falls prior to the first day of a six-month period but the payment date
falls within such six-month period, then the five trading day period for
determining the average market price of a LYON will be the five trading days
ending on the second trading day immediately preceding such record date. The
amount of contingent interest payable per LYON in respect of any quarterly
period will equal the greater of .0625% of such average market price of a LYON
for the five trading day period referred to above or the regular cash dividends
paid by us per share on our common stock during that quarterly period multiplied
by the number of shares of common stock issuable upon conversion of a LYON.

     Contingent interest, if any, will accrue and be payable to holders of LYONs
as of the 15th day preceding the last day of the relevant six-month period or,
if we pay a regular cash dividend on our common stock during a quarter within
the relevant six-month period, to holders of LYONs as of the record date for the
related common stock dividend. Such payments will be paid on the last day of the
relevant six-month period or, if we pay a regular cash dividend on our common
stock during a quarter within the relevant six-month period, on the payment date
of the related common stock dividend. The original issue discount will continue
to accrue at the yield to maturity whether or not contingent interest is paid.

     Regular cash dividends are quarterly or other periodic cash dividends on
our common stock as declared by our Board as part of its cash dividend payment
practices and that are not designated by them as extraordinary or special or
other nonrecurring dividends. Since the first quarter of 1997, we have not paid,
and we do not intend in the future to pay, dividends on our common stock.

     The market price of a LYON on any date of determination means the average
of the secondary market bid quotations per LYON obtained by the bid solicitation
agent for $10 million principal amount at maturity of LYONs at approximately
4:00 p.m., New York City time, on such determination date from three independent
nationally recognized securities dealers we select, provided that if:

     - at least three such bids are not obtained by the bid solicitation agent;
       or

     - in our reasonable judgment, the bid quotations are not indicative of the
       secondary market value of the LYONs,

then the market price of the LYON will equal (a) the then applicable conversion
rate of the LYONs multiplied by (b) the average sale price of our common stock
on the five trading days ending on such determination date, appropriately
adjusted.

     The bid solicitation agent will initially be The Chase Manhattan Bank. We
may change the bid solicitation agent, but the bid solicitation agent will not
be our affiliate. The bid solicitation agent will solicit bids from securities
dealers that are believed by us to be willing to bid for the LYONs.

     Upon determination that LYON holders will be entitled to receive contingent
interest which may become payable during a relevant six-month period, on or
prior to the start of such six-month period, we will issue a press release and
publish such information on our web site on the World Wide Web.

REDEMPTION OF LYONS AT THE OPTION OF SPX

     No sinking fund is provided for the LYONs. Prior to February 6, 2006, we
cannot redeem the LYONs at our option. Beginning on February 6, 2006, we may
redeem the LYONs for cash as a whole at any time, or in part from time to time.
We will give not less than 30 days nor more than 60 days notice of redemption by
mail to holders of LYONs.
                                        31
<PAGE>   36

     The table below shows redemption prices of a LYON on February 6, 2006, at
each February 6 thereafter prior to maturity and at maturity on February 6,
2021. These prices reflect the issue price plus accrued original issue discount
to the redemption date. The redemption price of a LYON redeemed between such
dates would include an additional amount reflecting the additional original
issue discount accrued since the preceding date in the table.

<TABLE>
<CAPTION>
                                                         (1)          (2)          (3)
                                                                    ACCRUED
                                                                    ORIGINAL    REDEMPTION
                                                        LYON         ISSUE        PRICE
REDEMPTION DATE                                      ISSUE PRICE    DISCOUNT    (1) + (2)
---------------                                      -----------    --------    ----------
<S>                                                  <C>            <C>         <C>
  February 6,
  2006.............................................    $579.12      $ 84.74     $  663.86
  2007.............................................     579.12       103.12        682.24
  2008.............................................     579.12       122.01        701.13
  2009.............................................     579.12       141.43        720.55
  2010.............................................     579.12       161.38        740.50
  2011.............................................     579.12       181.88        761.00
  2012.............................................     579.12       202.95        782.07
  2013.............................................     579.12       224.60        803.72
  2014.............................................     579.12       246.86        825.98
  2015.............................................     579.12       269.73        848.85
  2016.............................................     579.12       293.23        872.35
  2017.............................................     579.12       317.39        896.51
  2018.............................................     579.12       342.21        921.33
  2019.............................................     579.12       367.72        946.84
  2020.............................................     579.12       393.94        973.06
  At stated maturity...............................     579.12       420.88      1,000.00
</TABLE>

     If we convert the LYONs to semi-annual coupon notes following the
occurrence of a Tax Event, the notes will be redeemable at the restated
principal amount plus accrued and unpaid interest from the date of the
conversion to the redemption date. In no event will we have the option to redeem
the LYONs or notes prior to February 6, 2006. See "-- Optional Conversion to
Semi-annual Coupon Notes Upon Tax Event."

     If we redeem less than all of the outstanding LYONs, the trustee shall
select the LYONs to be redeemed on a pro rata basis in principal amounts at
maturity of $1,000 or integral multiples of $1,000 by lot, pro rata or by any
other method the trustee considers fair and appropriate. If a portion of a
holder's LYONs is selected for partial redemption and the holder converts a
portion of the LYONs, the converted portion shall be deemed to be the portion
selected for redemption.

PURCHASE OF LYONS AT THE OPTION OF THE HOLDER

     On February 6, 2004, February 6, 2006, and February 6, 2011, holders may
require us to purchase any outstanding LYON for which the holder has properly
delivered and not withdrawn a written purchase notice, subject to certain
additional conditions. Holders may submit their LYONs for purchase to the paying
agent at any time from the opening of business on the date that is 20 business
days prior to the purchase date until the close of business on the purchase
date.

     The purchase price of a LYON will be:

     - $628.57 per LYON on February 6, 2004;

     - $663.86 per LYON on February 6, 2006; and

     - $761.00 per LYON on February 6, 2011.

                                        32
<PAGE>   37

     The purchase prices shown above are equal to the issue price plus accrued
original issue discount to the purchase date. We may, at our option, elect to
pay the purchase price in cash, shares of common stock or any combination
thereof. For a discussion of the tax treatment of a holder receiving cash,
shares of common stock or any combination thereof, see "Certain United States
Federal Income Tax Consequences -- Sale, Exchange, Conversion or Redemption."

     If, prior to a purchase date, we have converted the LYONs to semi-annual
coupon notes following the occurrence of a Tax Event, the purchase price will be
equal to the restated principal amount of the notes, plus accrued and unpaid
interest from the date of the conversion to the purchase date. See "-- Optional
Conversion to Semi-annual Coupon Notes Upon Tax Event."

     We will be required to give notice on a date not less than 20 business days
prior to the purchase date to all holders at their addresses shown in the
register of the registrar, and to beneficial owners as required by applicable
law, stating among other things:

     - whether we will pay the purchase price of LYONs in cash or common stock
       or any combination thereof, specifying the percentages of each;

     - if we elect to pay in common stock, the method of calculating the market
       price of the common stock; and

     - the procedures that holders must follow to require us to purchase their
       LYONs.

     The purchase notice given by each holder electing to require us to purchase
LYONs shall be given to the paying agent no later than the close of business on
the purchase date and must state:

     - the certificate numbers of the holder's LYONs to be delivered for
       purchase;

     - the portion of the principal amount at maturity of LYONs to be purchased,
       which must be $1,000 or an integral multiple of $1,000;

     - that the LYONs are to be purchased by us pursuant to the applicable
       provisions of the LYONs; and

     - in the event we elect, pursuant to the notice that we are required to
       give, to pay the purchase price in common stock, in whole or in part, but
       the purchase price is ultimately to be paid to the holder entirely in
       cash because any of the conditions to payment of the purchase price or
       portion of the purchase price in common stock is not satisfied prior to
       the close of business on the purchase date, as described below, whether
       the holder elects:

          (1) to withdraw the purchase notice as to some or all of the LYONs to
     which it relates; or

          (2) to receive cash in such event in respect of the entire purchase
     price for all LYONs or portions of LYONs subject to such purchase notice.

     If the holder fails to indicate the holder's choice with respect to the
election described in the fourth bullet point of the immediately preceding
paragraph, the holder shall be deemed to have elected to receive cash in respect
of the entire purchase price for all LYONs subject to the purchase notice in
these circumstances.

     A holder may withdraw any purchase notice by delivering a written notice of
withdrawal to the paying agent prior to the close of business on the purchase
date. The notice of withdrawal shall state:

     - the principal amount at maturity of the LYONs being withdrawn;

     - the certificate numbers of the LYONs being withdrawn; and

     - the principal amount at maturity, if any, of the LYONs that remain
       subject to the purchase notice.

     If we elect to pay the purchase price, in whole or in part, in shares of
common stock, the number of shares of common stock to be delivered by us shall
be equal to the portion of the purchase price to be paid in common stock divided
by the market price of a share of common stock.

                                        33
<PAGE>   38

     We will pay cash based on the market price for all fractional shares of
common stock in the event we elect to deliver common stock in payment, in whole
or in part, of the purchase price. See "Certain United States Federal Income Tax
Consequences -- Sale, Exchange, Conversion or Redemption."

     The "market price" of our common stock means the average of the sale prices
of the common stock for the five trading day period ending on (if the third
business day prior to the applicable purchase date is a trading day or, if not,
then on the last trading day prior to) the third business day prior to the
applicable purchase date, appropriately adjusted to take into account the
occurrence, during the period commencing on the first of such trading days
during such five trading day period and ending on such purchase date, of certain
events that would result in an adjustment of the conversion rate with respect to
the common stock.

     The "sale price" of our common stock on any date means the closing per
share sale price (or if no closing sale price is reported, the average of the
bid and ask prices or, if more than one in either case, the average of the
average bid and the average ask prices) on such date as reported in composite
transactions for the principal United States securities exchange on which the
common stock is traded or, if the common stock is not listed on a United States
national or regional securities exchange, as reported by the National
Association of Securities Dealers Automated Quotation System or by the National
Quotation Bureau Incorporated.

     Because the market price of the common stock is determined prior to the
applicable purchase date, holders of LYONs bear the market risk with respect to
the value of the common stock to be received from the date such market price is
determined to such purchase date. We may pay the purchase price or any portion
of the purchase price in common stock only if the information necessary to
calculate the market price is published in a daily newspaper of national
circulation.

     Upon determination of the actual number of shares of common stock to be
issued for each $1,000 principal amount at maturity of LYONs in accordance with
the foregoing provisions, we will issue a press release and publish such
information on our web site on the World Wide Web.

     In addition to the above conditions, our right to purchase LYONs, in whole
or in part, with common stock is subject to our satisfying various conditions,
including:

     - listing such common stock on the principal United States securities
       exchange on which our common stock is then listed or, if not so listed,
       on Nasdaq;

     - the registration of the common stock under the Securities Act and the
       Exchange Act, if required; and

     - any necessary qualification or registration under applicable state
       securities law or the availability of an exemption from such
       qualification and registration.

     If these conditions are not satisfied with respect to a holder prior to the
close of business on the purchase date, we will be required to pay the purchase
price of the LYONs of the holder entirely in cash. See "Certain United States
Federal Income Tax Consequences -- Sale, Exchange, Conversion or Redemption." We
may not change the form or components or percentages of components of
consideration to be paid for the LYONs once we have given the notice that we are
required to give to holders of LYONs, except as described in the first sentence
of this paragraph.

     In connection with any purchase offer, we will to the extent applicable:

     - comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender
       offer rules under the Exchange Act which may then be applicable; and

     - file Schedule TO or any other required schedule under the Exchange Act.

     Our obligation to pay the purchase price for a LYON for which a purchase
notice has been delivered and not validly withdrawn is conditioned upon the
holder delivering the LYON, together with necessary endorsements, to the paying
agent at any time after delivery of the purchase notice. We will cause the
purchase price for the LYON to be paid promptly following the later of the
purchase date or the time of delivery of the LYON.

                                        34
<PAGE>   39

     If the paying agent holds money or securities sufficient to pay the
purchase price of the LYON on the business day following the purchase date in
accordance with the terms of the indenture, then, immediately after the purchase
date, the LYON will cease to be outstanding and original issue discount on such
LYON will cease to accrue, whether or not the LYON is delivered to the paying
agent. Thereafter, all other rights of the holder shall terminate, other than
the right to receive the purchase price upon delivery of the LYON.

     Our ability to purchase LYONs with cash is currently limited by our credit
facility and may be limited by the terms of other borrowing agreements to which
we may later be subject. See "Risk Factors -- We may not have the ability to
raise the funds necessary to finance the purchase of LYONs at the option of the
holders or in a change in control repurchase" and "Description of Other
Indebtedness."

     We may not purchase any LYONs for cash at the option of holders if an event
of default with respect to the LYONs has occurred and is continuing, other than
a default in the payment of the purchase price with respect to such LYONs.

CHANGE IN CONTROL PERMITS PURCHASE OF LYONS BY SPX AT THE OPTION OF THE HOLDER

     In the event of a change in control occurring on or prior to February 6,
2006, each holder will have the right, at the holder's option, subject to the
terms and conditions of the indenture, to require us to purchase for cash all or
any portion of the holder's LYONs in integral multiples of $1,000 principal
amount at maturity, at a price for each $1,000 principal amount at maturity of
such LYONs equal to the issue price plus accrued original issue discount to the
purchase date. We will be required to purchase the LYONs no later than 35
business days after the occurrence of such change in control but in no event
prior to the date on which such change in control occurs. We refer to this date
in this prospectus as the "change in control purchase date."

     If, prior to a change in control purchase date we have converted the LYONs
to semi-annual coupon notes following the occurrence of a Tax Event, we will be
required to purchase the notes at a price equal to the restated principal amount
plus accrued and unpaid interest to the change in control purchase date.

     Not less than 20 business days before the change in control purchase date,
we must mail to the trustee and to all holders of LYONs at their addresses shown
in the register of the registrar and to beneficial owners as required by
applicable law a notice regarding the change in control, which notice must
state, among other things:

     - the events causing a change in control;

     - the date of such change in control;

     - the last date on which a holder may exercise the purchase right;

     - the change in control purchase price;

     - the change in control purchase date;

     - the name and address of the paying agent and the conversion agent;

     - the conversion rate and any adjustments to the conversion rate;

     - that LYONs with respect to which a change in control purchase notice is
       given by the holder may be converted, if otherwise convertible, only if
       the change in control purchase notice has been withdrawn in accordance
       with the terms of the indenture; and

     - the procedures that holders must follow to exercise these rights.

                                        35
<PAGE>   40

     To exercise this right, the holder must deliver a written notice so as to
be received by the paying agent no later than the close of business on the
change in control purchase date. The required purchase notice upon a change in
control must state:

     - the certificate numbers of the LYONs to be delivered by the holder;

     - the portion of the principal amount at maturity of LYONs to be purchased,
       which portion must be $1,000 or an integral multiple of $1,000; and

     - that we are to purchase such LYONs pursuant to the applicable provisions
       of the LYONs.

     A holder may withdraw any change in control purchase notice by delivering
to the paying agent a written notice of withdrawal prior to the close of
business on the change in control purchase date. The notice of withdrawal must
state:

     - the principal amount at maturity of the LYONs being withdrawn;

     - the certificate numbers of the LYONs being withdrawn; and

     - the principal amount at maturity, if any, of the LYONs that remain
       subject to a change in control purchase notice.

     Our obligation to pay the change in control purchase price for a LYON for
which a change in control purchase notice has been delivered and not validly
withdrawn is conditioned upon delivery of the LYON, together with necessary
endorsements, to the paying agent at any time after the delivery of such change
in control purchase notice.

We will cause the change in control purchase price for such LYON to be paid
promptly following the later of the change in control purchase date or the time
of delivery of such LYON.

     If the paying agent holds money sufficient to pay the change in control
purchase price of the LYON on the change in control purchase date in accordance
with the terms of the indenture, then, immediately after the change in control
purchase date, original issue discount on such LYON will cease to accrue,
whether or not the LYON is delivered to the paying agent. Thereafter, all other
rights of the holder shall terminate, other than the right to receive the change
in control purchase price upon delivery of the LYON.

     Under the indenture, a "change in control" of SPX is deemed to have
occurred at such time as:

     - any person, including its affiliates and associates, other than SPX, its
       subsidiaries or their employee benefit plans, files a Schedule 13D or
       Schedule TO (or any successor schedule, form or report under the Exchange
       Act) disclosing that such person has become the beneficial owner of 50%
       or more of the voting power of our common stock or other capital stock
       into which our common stock is reclassified or changed, with certain
       exceptions; or

     - there shall be consummated any share exchange, consolidation or merger of
       SPX pursuant to which the common stock would be converted into cash,
       securities or other property, in each case other than a share exchange,
       consolidation or merger of SPX in which the holders of the common stock
       immediately prior to the share exchange, consolidation or merger have,
       directly or indirectly, at least a majority of the total voting power in
       the aggregate of all classes of capital stock of the continuing or
       surviving corporation immediately after the share exchange, consolidation
       or merger.

     The indenture does not permit our board of directors to waive our
obligation to purchase LYONs at the option of holders in the event of a change
in control.

     In connection with any purchase offer in the event of a change in control,
we will to the extent applicable:

     - comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender
       offer rules under the Exchange Act which may then be applicable; and

     - file Schedule TO or any other required schedule under the Exchange Act.

                                        36
<PAGE>   41

     The change in control purchase feature of the LYONs may in certain
circumstances make more difficult or discourage a takeover of SPX. The change in
control purchase feature, however, is not the result of our knowledge of any
specific effort:

     - to accumulate shares of our common stock;

     - to obtain control of SPX by means of a merger, tender offer, solicitation
       or otherwise; or

     - part of a plan by management to adopt a series of anti-takeover
       provisions.

     Instead, the change in control purchase feature is a standard term
contained in other LYONs offerings that have been marketed by Merrill Lynch. The
terms of the change in control purchase feature resulted from negotiations
between Merrill Lynch and us.

     We could, in the future, enter into certain transactions, including certain
recapitalizations, that would not constitute a change in control with respect to
the change in control purchase feature of the LYONs but that would increase the
amount of our (or our subsidiaries') outstanding indebtedness.

     We may not purchase LYONs at the option of holders upon a change in control
if there has occurred and is continuing an event of default with respect to the
LYONs, other than a default in the payment of the change in control purchase
price with respect to the LYONs.

OPTIONAL CONVERSION TO SEMI-ANNUAL COUPON NOTES UPON TAX EVENT

     From and after the date of the occurrence of a Tax Event, we will have the
option to elect to pay interest in cash in lieu of future original issue
discount. Cash interest will be paid at a rate equal to 2.75% per year on a
principal amount per LYON (the "restated principal amount") equal to the issue
price plus accrued original issue discount to the date of the Tax Event or the
date on which we exercise the option described herein, whichever is later (the
"option exercise date"). Except as otherwise described in this section, the
other terms of the LYONs will remain unchanged in all material respects.

     Such interest shall accrue from the option exercise date and shall be
payable semi-annually on the interest payment dates of February 6 and August 6
of each year to holders of record at the close of business on the January 22 or
July 22 immediately preceding the interest payment date. Interest will be
computed on the basis of a 360-day year comprised of twelve 30-day months.
Interest will accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from the option exercise date. In the event
that we exercise our option to pay interest in lieu of accrued original issue
discount, the redemption price, purchase price and change in control purchase
price on the LYONs will be adjusted, and contingent interest will cease to
accrue. However, there will be no change in the holder's conversion rights.

     A "Tax Event" means that we shall have received an opinion from independent
tax counsel experienced in such matters to the effect that, on or after the date
of this prospectus, as a result of:

     (1) any amendment to, or change (including any announced prospective
change) in, the laws (or any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein, or

     (2) any amendment to, or change in, an interpretation or application of
such laws or regulations by any legislative body, court, governmental agency or
regulatory authority,

in each case which amendment or change is enacted, promulgated, issued or
announced or which interpretation is issued or announced or which action is
taken, on or after the date of this prospectus, there is more than an
insubstantial risk that interest (including accrued original issue discount and
contingent interest, if any) payable on the LYONs either:

     - would not be deductible on a current accrual basis; or

     - would not be deductible under any other method,

                                        37
<PAGE>   42

in either case in whole or in part, by us (by reason of deferral, disallowance,
or otherwise) for United States federal income tax purposes.

     If a proposal were ever enacted and made applicable to the LYONs in a
manner that would limit our ability to either:

     - deduct the interest, including accrued original issue discount and
       contingent interest, if any, payable on the LYONs on a current accrual
       basis, or

     - deduct the interest, including accrued original issue discount and
       contingent interest, if any, payable on the LYONs under any other method
       for United States federal income tax purposes,

such enactment would result in a Tax Event and the terms of the LYONs would be
subject to modification at our option as described above.

     The modification of the terms of LYONs by us upon a Tax Event as described
above could possibly alter the timing of income recognition by holders of the
LYONs with respect to the semi-annual payments of interest due on the LYONs
after the option exercise date. See "Certain United States Federal Income Tax
Consequences -- Tax Event."

EVENTS OF DEFAULT

     The following are events of default for the LYONs:

          (1) default in payment of the principal amount at maturity (or, if the
     LYONs have been converted to semi-annual coupon notes following a Tax
     Event, the restated principal amount), redemption price, purchase price or
     change in control purchase price with respect to any LYON when such becomes
     due and payable;

          (2) default in payment of any contingent interest or of interest which
     becomes payable after the LYONs have been converted by us into semi-annual
     coupon notes following the occurrence of a Tax Event, which default, in
     either case, continues for 30 days;

          (3) our failure to comply with any of our other agreements in the
     LYONs or the indenture upon receipt by us of notice of such default by the
     trustee or by holders of not less than 25% in aggregate principal amount at
     maturity of the LYONs then outstanding and our failure to cure (or obtain a
     waiver of) such default within 60 days after receipt of such notice;

          (4) (A) our failure to make any payment by the end of any applicable
     grace period after maturity of indebtedness, which term as used in the
     indenture means obligations (other than nonrecourse obligations) of SPX for
     borrowed money or evidenced by bonds, debentures, notes or similar
     instruments in an amount (taken together with amounts in (B)) in excess of
     $60 million and continuance of such failure, or (B) the acceleration of
     indebtedness in an amount (taken together with the amounts in (A)) in
     excess of $60 million because of a default with respect to such
     indebtedness without such indebtedness having been discharged or such
     acceleration having been cured, waived, rescinded or annulled in case of
     (A) or (B) above, for a period of 30 days after written notice to us by the
     trustee or to us and the trustee by the holders of not less than 25% in
     aggregate principal amount at maturity of the LYONs then outstanding.
     However, if any such failure or acceleration referred to in (A) or (B)
     above shall cease or be cured, waived, rescinded or annulled, then the
     event of default by reason thereof shall be deemed not to have occurred; or

          (5) certain events of bankruptcy or insolvency affecting us or certain
     of our subsidiaries.

     If an event of default shall have happened and be continuing, either the
trustee or the holders of not less than 25% in aggregate principal amount at
maturity of the LYONs then outstanding may declare the issue price of the LYONs
plus the original issue discount on the LYONs accrued through the date of such
declaration, and any accrued and unpaid interest (including contingent interest)
through the date of such declaration, to be immediately due and payable. In the
case of certain events of bankruptcy or insolvency of SPX, the issue price of
the LYONs plus the original issue discount and any contingent interest accrued
                                        38
<PAGE>   43

thereon through the occurrence of such event shall automatically become and be
immediately due and payable. If the LYONs have been converted to semi-annual
coupon notes following the occurrence of a Tax Event, the amount due on an
acceleration will be the restated principal amount plus accrued and unpaid
interest.

BACKUP WITHHOLDING TAX AND INFORMATION REPORTING

     Information reporting will apply to payments of interest, including a
payment of shares of common stock to you upon a conversion if any, made by us
on, or the proceeds of the sale or other disposition or retirement of, the LYONs
or dividends on shares of common stock with respect to certain noncorporate
holders, and backup withholding at a rate of 31% may apply unless the recipient
of such payment supplies a taxpayer identification number, certified under
penalties of perjury, as well as certain other information or otherwise
establishes an exemption from backup withholding. Any amount withheld under the
backup withholding rules will be allowable as a credit against the holder's
federal income tax, provided that the required information is provided to the
IRS.

MERGER AND SALES OF ASSETS BY SPX

     The indenture provides that SPX may not consolidate with or merge with or
into any other person or convey, transfer or lease its properties and assets
substantially as an entirety to another person, unless among other items:

          (i) the resulting, surviving or transferee person is a corporation
     organized and existing under the laws of the United States, any state
     thereof or the District of Columbia;

          (ii) such person assumes all obligations of SPX under the LYONs and
     the indenture; and

          (iii) SPX or such successor person shall not immediately thereafter be
     in default under the indenture.

     Upon the assumption of SPX's obligations by such a person in such
circumstances, subject to certain exceptions, SPX shall be discharged from all
obligations under the LYONs and the indenture. Although such transactions are
permitted under the indenture, certain of the foregoing transactions occurring
on or prior to February 6, 2006 could constitute a change in control of SPX
permitting each holder to require SPX to purchase the LYONs of such holder as
described above.

MODIFICATION

     We and the trustee may enter into supplemental indentures that add, change
or eliminate provisions of the indenture or modify the rights of the holders of
the LYONs with the consent of the holders of at least a majority in principal
amount at maturity of the LYONs then outstanding. However, without the consent
of each holder, no supplemental indenture may:

     - alter the manner of calculation or rate of accrual of original issue
       discount or interest (including contingent interest) on any LYON or
       extend the time of payment;

     - make any LYON payable in money or securities other than that stated in
       the LYON;

     - change the stated maturity of any LYON;

     - reduce the principal amount at maturity, accrued original discount,
       redemption price, purchase price or change in control purchase price with
       respect to any LYON;

     - make any change that adversely affects the right of a holder to convert
       any LYON;

     - make any change that adversely affects the right to require us to
       purchase a LYON;

     - impair the right to institute suit for the enforcement of any payment
       with respect to, or conversion of, the LYONs; and

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<PAGE>   44

     - change the provisions in the indenture that relate to modifying or
       amending the indenture.

     Without the consent of any holder of LYONs, we and the trustee may enter
into supplemental indentures for any of the following purposes:

     - to evidence a successor to us and the assumption by that successor of our
       obligations under the indenture and the LYONs;

     - to add to our covenants for the benefit of the holders of the LYONs or to
       surrender any right or power conferred upon us;

     - to secure our obligations in respect of the LYONs;

     - to make any changes or modifications to the indenture necessary in
       connection with the registration of the LYONs under the Securities Act
       and the qualification of the LYONs under the Trust Indenture Act as
       contemplated by the indenture;

     - to cure any ambiguity or inconsistency in the indenture; and

     - to make any change that does not adversely affect the rights of the
       holders of the LYONs.

     The holders of a majority in principal amount at maturity of the
outstanding LYONs may, on behalf of the holders of all LYONs:

     - waive compliance by us with restrictive provisions of the indenture, as
       detailed in the indenture; and

     - waive any past default under the indenture and its consequences, except a
       default in the payment of the principal amount at maturity, issue price,
       accrued and unpaid interest, accrued and unpaid contingent interest,
       accrued original issue discount, redemption price, purchase price or
       change in control purchase price or obligation to deliver common stock
       upon conversion with respect to any LYON or in respect of any provision
       which under the indenture cannot be modified or amended without the
       consent of the holder of each outstanding LYON affected.

DISCHARGE OF THE INDENTURE

     We may satisfy and discharge our obligations under the indenture by
delivering to the trustee for cancellation all outstanding LYONs or by
depositing with the trustee, the paying agent or the conversion agent, if
applicable after the LYONs have become due and payable, whether at stated
maturity, or any redemption date, or any purchase date, or a change in control
purchase date, or upon conversion or otherwise, cash or shares of common stock
(as applicable under the terms of the indenture) sufficient to pay all of the
outstanding LYONs and paying all other sums payable under the indenture.

CALCULATIONS IN RESPECT OF LYONS

     We will be responsible for making all calculations called for under the
LYONs. These calculations include, but are not limited to, determination of the
average market prices of the LYONs and of our common stock and amounts of
contingent interest payments, if any, payable on the LYONs. We will make all
these calculations in good faith and, absent manifest error, our calculations
will be final and binding on holders of LYONs. We will provide a schedule of our
calculations to the trustee, and the trustee is entitled to rely upon the
accuracy of our calculations without independent verification.

LIMITATIONS OF CLAIMS IN BANKRUPTCY

     If a bankruptcy proceeding is commenced in respect of SPX, the claim of the
holder of a LYON is, under Title 11 of the United States Code, limited to the
issue price of the LYON plus that portion of the original issue discount that
has accrued from the date of issue to the commencement of the proceeding. In
addition, the holders of the LYONs are effectively subordinated to the
indebtedness and other obligations of our subsidiaries and to secured
obligations, to the extent of the security.

                                        40
<PAGE>   45

GOVERNING LAW

     The indenture and the LYONs are governed by, and construed in accordance
with, the law of the State of New York.

INFORMATION CONCERNING THE TRUSTEE

     The Chase Manhattan Bank is the trustee, registrar, paying agent and
conversion agent under the indenture for the LYONs. The Chase Manhattan Bank is
also the administrative agent and a lender under our credit facility and has in
the past and may in the future provide banking and other services to us or our
subsidiaries in the ordinary course of their business. See "Description of Our
Credit Facility."

BOOK-ENTRY SYSTEM

     The LYONs were only issued in the form of global securities held in
book-entry form. DTC or its nominee is the sole registered holder of the LYONs
for all purposes under the indenture. Owners of beneficial interests in the
LYONs represented by the global securities hold their interests pursuant to the
procedures and practices of DTC. As a result, beneficial interests in any such
securities will be shown on, and transfers will be effected only through,
records maintained by DTC and its direct and indirect participants and any such
interest may not be exchanged for certificated securities, except in limited
circumstances. Owners of beneficial interests must exercise any rights in
respect of their interests, including any right to convert or require repurchase
of their interests in the LYONs, in accordance with the procedures and practices
of DTC. Beneficial owners will not be holders and will not be entitled to any
rights provided to the holders of LYONs under the global securities or the
indenture. SPX and the trustee, and any of their respective agents, may treat
DTC as the sole holder and registered owner of the global securities.

EXCHANGE OF GLOBAL SECURITIES

     The LYONs, represented by one or more global securities will be
exchangeable for certificated securities with the same terms only if:

     - DTC is unwilling or unable to continue as depositary or if DTC ceases to
       be a clearing agency registered under the Securities Exchange Act of 1934
       and a successor depositary is not appointed by us within 90 days;

     - we decide to discontinue use of the system of book-entry transfer through
       DTC (or any successor depositary); or

     - a default under the indenture occurs and is continuing.

     DTC has advised us as follows: DTC is a limited-purpose trust company
organized under the New York Banking Law, a "banking organization" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
facilitates the settlement of transactions among its participants through
electronic computerized book-entry changes in participants' accounts,
eliminating the need for physical movement of securities certificates. DTC's
participants include securities brokers and dealers, including Merrill Lynch,
banks, trust companies, clearing corporations and other organizations, some of
whom and/or their representatives own DTC. Access to DTC's book-entry system is
also available to others, such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a participant,
either directly or indirectly.

                       DESCRIPTION OF OTHER INDEBTEDNESS

DESCRIPTION OF OUR CREDIT FACILITY

     The following summary of the material provisions of our credit facility is
subject to, and is qualified in its entirety by reference to, the terms of our
credit facility.

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<PAGE>   46

     We are a party to a credit agreement, dated as of October 6, 1998, as
amended and restated as of February 10, 2000, and as further amended and
restated as of January 31, 2001 (the "Existing Credit Agreement"), with the
lenders party thereto, Bank One, NA, as documentation agent, and The Chase
Manhattan Bank, as administrative agent. The terms of the Existing Credit
Agreement provide for: (a) $500.0 million of aggregate principal amount of
Tranche A term loans (the "Tranche A Term Loans"), (b) $495.0 million of
aggregate principal amount of Tranche B term loans (the "Tranche B Term Loans"),
(c) $300.0 million aggregate principal amount of Tranche C term loans (the
"Tranche C Term Loans"), and (d) a commitment to provide a revolving credit
facility of up to $550.0 million (the "Revolving Loans").

     In connection with the UDI acquisition, the Existing Credit Agreement will
be further amended and restated (the "Restated Credit Agreement"), to provide
for: (a) a $530.0 million increase in the Tranche C Term Loans, (b) a commitment
to provide a multicurrency revolving facility of up to $50.0 million (the
"Multicurrency Loans"), and (c) an increase, at our option and with the consent
of only the affected lenders, of the revolving credit facility and/or the
multicurrency facility by an aggregate amount of up to $50.0 million. If the UDI
acquisition is not consummated, these changes will not occur.

     The senior bank loans bear interest, at our option, at either the ABR plus
the Applicable Rate (the "ABR Loans") or the Eurodollar Rate plus the Applicable
Rate (the "Eurodollar Loans"). The ABR is the highest of (i) the rate of
interest publicly announced by The Chase Manhattan Bank as its prime rate in
effect, (ii) the secondary market rate for three-month certificates of deposit
plus 1%, and (iii) the federal funds effective rate from time to time plus 0.5%.
The Eurodollar Rate is the rate for Eurodollar deposits for a period equal to
one, two, three or six months appearing on Page 3750 of the Dow Jones Markets
screen plus a statutory reserve rate to be specified in the Restated Credit
Agreement. The Applicable Rate means the applicable per annum rate based upon
the Consolidated Leverage Ratio as set forth in the pricing grid to be contained
in the Restated Credit Agreement.

     Interest on the senior bank loans is payable on the last day of each March,
June, September, and December in the case of ABR Loans and on the last day of
the applicable interest period in the case of Eurodollar Loans, except in the
case of Eurodollar Loans having an interest period in excess of three months, in
which case, interest is payable on each successive date three months after the
first day of such interest period.

TRANCHE A TERM LOANS, TRANCHE B TERM LOANS AND TRANCHE C TERM LOANS

     The Tranche A Term Loans, the Tranche B Term Loans and the Tranche C Term
Loans are payable in quarterly installments. The Tranche A Term Loans, the
Tranche B Term Loans and the Tranche C Term Loans are subject to mandatory
prepayment upon the occurrence of certain events, such as certain asset sales,
the incurrence of additional indebtedness and are also subject to mandatory
prepayment out of excess cash flow. We may voluntarily repay the Tranche A Terms
Loans, the Tranche B Term Loans, and the Tranche C Term Loans in whole or in
part at any time without penalty or premium. We are not permitted to reborrow
any amounts that we repay in respect of the Tranche A Term Loans, the Tranche B
Term Loans, or the Tranche C Term Loans. The Tranche A Term Loans mature on
September 30, 2004. The Tranche B Term Loans mature on December 31, 2006. The
Tranche C Term Loans mature on December 31, 2007.

REVOLVING LOANS AND MULTICURRENCY LOANS

     The Revolving Loans and Multicurrency Loans may be borrowed, prepaid, and
reborrowed from time to time. Letters of credit and swing line loans will also
be available under the revolving credit facility. As of March 31, 2001, the
entirety of the revolving credit facility was available and no Revolving Loans
were outstanding. The Existing Credit Agreement provides for the issuance of
letters of credit at any time during the revolving credit availability period,
in an aggregate amount not exceeding $150.0 million, and any such issuances
reduce the aggregate amount available under the revolving loan commitment. As of
March 31, 2001, the amount of letters of credit was $29.4 million. The Restated
Credit Agreement will increase the aggregate amount of permitted letter of
credit issuances from $150.0 million to $250.0 million.

                                        42
<PAGE>   47

COVENANTS

     The Existing Credit Agreement contains negative covenants, subject to
specified baskets, limiting our ability to, among other things:

     - incur debt, including senior unsecured indebtedness;

     - create liens;

     - declare or pay dividends;

     - make certain restricted payments (except that we are permitted to (A) to
       pay contingent interest on the LYONs or (B) purchase the LYONs (a) for
       cash if we satisfy certain conditions, and (b) for our common stock
       without limitation);

     - declare or make distributions or stock repurchases;

     - make capital expenditures in excess of $140 million for any fiscal year;

     - make investments;

     - engage in transactions with affiliates;

     - sell assets;

     - engage in mergers or acquisitions;

     - enter into certain restrictive agreements; and

     - amend certain material documents (including any LYONs documents).

The Restated Credit Agreement will contain substantially the same negative
covenants as the Existing Credit Agreement except there will not be a covenant
limiting capital expenditures. In connection with the execution of the Restated
Credit Agreement, the provisions related to restricted payments and purchases in
respect of the May LYONs will be amended to be the same as those related to the
LYONs. See "Risk Factors -- We may breach a covenant under our credit facility
if the credit facility is not amended to take into account the accretion of the
May LYONs in excess of $250.0 million and certain other matters related to the
May LYONs."

     The Existing Credit Agreement requires us to comply with certain financial
tests and to maintain certain financial ratios relating to:

     - maximum consolidated leverage; and

     - minimum consolidated interest coverage.

     - Failure to satisfy either of these financial covenants constitutes a
       default under the Existing Credit Agreement. The Restated Credit
       Agreement will contain substantially the same financial tests as the
       Existing Credit Agreement.

     The Existing Credit Agreement also includes customary:

     - representations and warranties;

     - affirmative covenants; and

     - events of default, including a cross-event of default to our other
       material indebtedness, an event of default upon the occurrence of a
       change in control of SPX, and other provisions customary for this type of
       financing.

     The Restated Credit Agreement will contain substantially the same
representations and warranties, affirmative covenants and events of default as
the Existing Credit Agreement.

     Our obligations under the Existing Credit Agreement are guaranteed by
substantially all of our wholly-owned domestic subsidiaries and are secured by a
pledge of 100% of the stock of substantially all of our
                                        43
<PAGE>   48

domestic subsidiaries and 66% of the stock of our foreign subsidiaries and a
security interest in all of our assets and all of the assets of substantially
all of our wholly owned direct and indirect domestic subsidiaries. The Restated
Credit Agreement will have the benefit of the same guarantee and security
provisions as the Existing Credit Agreement.

                                 THE MAY LYONS

     In May 2001, we issued and sold the May LYONs in an aggregate principal
amount at maturity of $415,000,000 (includes exercise of the over-allotment
option). The May LYONs are unsecured and unsubordinated obligations and rank
equal in right of payment to all our existing and future unsecured and
unsubordinated indebtedness, including the LYONs. Each May LYON had an issue
price of $579.12 and a principal amount at maturity of $1,000. The stated yield
to maturity of the May LYONs is 2.75% (computed on a semi-annual bond equivalent
basis) calculated from May 9, 2001, excluding any contingent interest.

CONVERSION RIGHTS

     Each May LYON is convertible into common stock at a conversion rate of
4.4294 shares per May LYON. The conversion rate will be adjusted for certain
reasons specified in the indenture, but will not be adjusted for accrued
original issue discount. Upon, conversion, the holder will not receive any cash
payment representating accrued original issue discount. Instead, accrued
original issue discount will be deemed paid by the shares of common stock
received by the holders on conversion.

     Holders may surrender May LYONs for conversion into shares of common stock
in any calendar quarter commencing after June 30, 2001, if, as of the last day
of the preceding calendar quarter, the closing sale price of our common stock
for at least 20 trading days in a period of 30 consecutive trading days ending
on the last trading day of such preceding calendar quarter is more than a
specified percentage, beginning at 120% and declining .125% per quarter
thereafter, of the accreted conversion price per share of common stock on the
last trading day of such preceding calendar quarter. The accreted conversion
price per share as of any day will equal the issue price of a May LYON plus the
accrued original issue discount to that day, divided by the number of shares of
common stock issuable upon a conversion of a May LYON on that day.

     Holders may also surrender a May LYON for conversion during any period in
which the credit rating assigned to the May LYONs by either Moody's or Standard
& Poor's is "B3" or "B-," respectively, or lower.

CONTINGENT INTEREST

     We will pay contingent interest to the holders of May LYONs during any
six-month period from May 9 to November 8 and from November 9 to May 8,
commencing May 9, 2005, if the average market price of a May LYON for the five
trading days ending on the second trading day immediately preceding the relevant
six-month period equals 120% or more of the sum of the issue price and accrued
original issue discount for such May LYON to the day immediately preceding the
relevant six-month period. Notwithstanding the above, if we declare a dividend
for which the record date falls prior to the first day of a six-month period but
the payment date falls within such six-month period, then the five trading day
period for determining the average market price of a May LYON will be the five
trading days ending on the second trading day immediately preceding such record
date.

     The amount of contingent interest payable per May LYON in respect of any
quarterly period will equal the greater of .0625% of such average market price
of a May LYON for the five trading day period referred to above or any regular
cash dividends paid by us per share on our common stock during that quarterly
period multiplied by the number of shares of common stock issuable upon
conversion of a May LYON.

     Contingent interest, if any, will accrue and be payable to holders of May
LYONs as of the 15th day preceding the last day of the relevant six-month period
or, if we pay a regular cash dividend on our common stock during a quarter
within the relevant six-month period, to holder of May LYONs as of the record
date for the related common stock dividend. Such payments will be paid on the
last day of the relevant six-month period, or if we pay a regular cash dividend
on our common stock during a quarter within the relevant six-
                                        44
<PAGE>   49

month period, on the payment date of the related common stock dividend. The
original issue discount will continue to accrue at the yield to maturity whether
or not contingent interest is paid.

REDEMPTION OF THE MAY LYONS AT OUR OPTION

     The May LYONs are not redeemable prior to May 9, 2005. Thereafter, the May
LYONs are redeemable for cash at our option, as a whole at any time or from time
to time in part, at redemption prices equal to the issue price plus accrued
original issue discount to the date of redemption.

PURCHASE OF MAY LYONS AT THE OPTION OF THE HOLDER

     We will purchase the May LYONs at the option of the holder on May 9, 2003
for a price equal to $611.63, on May 9, 2005 for a price equal to $645.97 and on
May 9, 2009 for a price equal to $720.55 (each representing issue price plus
accrued original issue discount to the purchase date). We, at our option, may
elect to pay the purchase price on any such purchase date in cash or shares of
common stock or any combination thereof.

CHANGE IN CONTROL

     Upon a change in control occurring on or prior to May 9, 2005, each holder
may require us to repurchase all or a portion of such holder's May LYONs for
cash at a price equal to the issue price plus accrued original issue discount to
the date of repurchase. The change in control purchase feature of the May LYONs
may in certain circumstances make more difficult or discourages a takeover of
SPX.

OPTIONAL CONVERSION TO SEMI-ANNUAL COUPON NOTES UPON TAX EVENT

     After the occurrence of certain tax events discussed in the indenture, we
will have the option to convert the May LYONs to notes on which we will pay
interest in cash semi-annually. In such cases, interest will accrue at a rate of
2.75% per year on a restated principal amount equal to the issue price of the
May LYONs plus accrued original issue discount to the option exercise date. In
such event, the redemption price, purchase price and change in control purchase
price will be adjusted, and contingent interest will cease to accrue on the May
LYONs. Exercise of this option by us will not affect a holder's conversion
rights.

OTHER TERMS

     The other non-financial terms of the May LYONs are substantially consistent
with the LYONs.

                                        45
<PAGE>   50

                        DESCRIPTION OF OUR CAPITAL STOCK

GENERAL

     Our authorized capital stock consists of 100 million shares of common
stock, par value $10.00 per share, and 3.0 million shares of preferred stock,
without par value, issuable in series. On April 20, 2001, 30,465,781 shares of
common stock were issued and outstanding and 500,000 shares have been designated
as Series A Preferred Stock, of which none are issued or outstanding. Holders of
our capital stock do not have preemptive rights.

     The holders of our common stock are entitled to have dividends declared in
cash, property, or other securities out of any of our net profits or net assets
legally available therefor as and when declared by our Board of Directors. In
the event of the liquidation or dissolution of our business, the holders of
common stock will be entitled to receive ratably the balance of net assets
available for distribution after payment of any liquidation or distribution
preference payable with respect to any then outstanding shares of our preferred
stock. Each share of common stock is entitled to one vote with respect to
matters brought before the stockholders, except for the election of any
directors who may be elected by vote of any outstanding shares of preferred
stock voting as a class.

     The rights and privileges of our common stock may be subordinate to the
rights and preferences of any of our preferred stock. The Board is authorized to
fix by resolution the designation of each series of preferred stock, and, with
respect to each series, the stated value of the shares, the dividend rate and
the dates and other provisions respecting the payment of dividends, the
provisions, if any, for a sinking fund, the preferences of the shares in the
event of the liquidation or dissolution, the provisions, if any, respecting the
redemption of the shares, subject to applicable law, the voting rights (except
that such shares shall not have more than one vote per share), the terms, if
any, upon which the shares would be convertible into or exchangeable for any
other shares, and any other relative, participating, optional or other special
rights, qualifications, limitations or restrictions. All shares of any series of
preferred stock, as between themselves, rank equally and are identical; and all
series of preferred stock, as between themselves, rank equally and are identical
except as set forth in resolutions of the Board authorizing the issuance of a
particular series.

DELAWARE ANTI-TAKEOVER LAW AND CERTAIN CHARTER AND BY-LAW PROVISIONS

     The provisions of Delaware law, our Certificate of Incorporation and
By-Laws may have the effect of delaying, deferring or discouraging another
person from acquiring control of our company, including takeover attempts that
might result in a premium over the market price for the shares of common stock.

  Delaware Law

     We are subject to the provisions of Section 203 of the Delaware General
Corporation Law regulating corporate takeovers. This section prevents some
Delaware corporations from engaging, under some circumstances, in a "business
combination," which includes a merger or sale of 10% or more of the
corporation's assets with any "interested stockholder," meaning a stockholder
who owns 15% or more of the corporation's outstanding voting stock, as well as
affiliates and associates of the stockholder, for three years following the date
that the stockholder became an "interested stockholder" unless:

     - the transaction is approved by the board of directors prior to the date
       the interested stockholder attained that status;

     - upon consummation of the transaction that resulted in the stockholder
       becoming an interested stockholder, the interested stockholder owned at
       least 85% of the voting stock of the corporation outstanding at the time
       the transaction commenced; or

     - on or subsequent to such date the business combination is approved by the
       board of directors and authorized at an annual or special meeting of
       stockholders by at least two-thirds of the outstanding voting stock that
       is not owned by the interested stockholder.

                                        46
<PAGE>   51

     A Delaware corporation may opt out of this provision with an express
provision in its original certificate of incorporation or an express provision
in its Certificate of Incorporation or By-Laws resulting from a stockholders'
amendment approved by at least a majority of the outstanding voting shares.
However, we have not opted out of this provision. The statute could prohibit or
delay mergers or other takeover or change-in-control attempts and, accordingly,
may discourage attempts to acquire us.

  Certificate of Incorporation and By-Law Provisions

     Our Certificate of Incorporation and By-Laws provide:

     - a staggered board of directors;

     - a prohibition on stockholder action through written consents;

     - a requirement that special meetings of stockholders be called only by our
       Chairman, President and Chief Executive Officer or our Board;

     - advance notice requirements for stockholder proposals and nominations;

     - limitations on the ability of stockholders to amend, alter or repeal the
       bylaws;

     - enhanced voting requirements for certain business combinations involving
       substantial stockholders;

     - the authority of our board of directors to issue, without stockholder
       approval, preferred stock with such terms as our board may determine; and

     - limitations on the ability of stockholders to remove directors.

  Limitations on Liability and Indemnification of Directors and Officers

     Our Certificate of Incorporation limits the liability of directors to us
and our stockholders to the fullest extent permitted by Delaware law.
Specifically, a director will not be personally liable for monetary damages for
breach of fiduciary duty as a director, except for liability:

     - for any breach of the director's duty of loyalty to us or our
       stockholders;

     - for acts or omissions not in good faith or which involve intentional
       misconduct or a knowing violation of the law;

     - under Section 174 of the Delaware General Corporation Law, which concerns
       unlawful payments of dividends, stock purchases or redemptions; or

     - for any transaction from which the director derived an improper personal
       benefit.

     The Certificate of Incorporation provides that we shall indemnify our
officers and directors to the fullest extent permitted by the Delaware General
Corporation Law. We believe that these provisions will assist us in attracting
and retaining qualified individuals to serve as directors.

TRANSFER AGENT AND REGISTRAR

     The transfer agent and registrar for our common stock is EquiServe.

RIGHTS PLAN

     On June 25, 1996, our board of directors adopted a rights plan. Our rights
plan, as amended is designed to make it more costly and thus more difficult to
gain control of us without the consent of our board of directors. The
description presented below is intended as a summary only and is qualified in
its entirety by reference to the rights agreement, a form of which previously
has been filed with the SEC and is incorporated by reference herein.

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<PAGE>   52

     Our rights plan provides that each of our shares of common stock will have
the right to purchase from us one one-thousandth of a share of a new Series A
Preferred Stock at a price of $200 per one-thousandth of a share, subject to
customary anti-dilution protection adjustment.

     The rights are attached to all certificates representing outstanding shares
of our common stock, and no separate right certificates have been distributed.
The rights will separate from the shares of our common stock approximately 10
days after someone acquires beneficial ownership of 20% or more of the
outstanding common stock, or commences a tender offer or exchange offer for 20%
or more of the outstanding common stock.

     After rights separate from our common stock, certificates representing the
rights will be mailed to record holders of our common stock. Once distributed,
the separate right certificates alone will represent the rights.

     The rights are not exercisable until the date rights separate and will
expire on June 25, 2006, unless extended or unless earlier redeemed or exchanged
by us.

     The shares of Series A Preferred Stock purchasable upon exercise of the
rights are non-redeemable. Each share of Series A Preferred Stock has a minimum
preferential quarterly dividend payment of $5.00 per share and an amount equal
to 1,000 times the dividend declared per share of common stock. In the event of
liquidation, the holders of Series A Preferred Stock will be entitled to a
minimum preferential liquidation payment of $1,000 per share but will be
entitled to an aggregate amount per share equal to 1,000 times the aggregate
payment per share made to holders of common stock.

     Each share of Series A Preferred Stock will have 1,000 votes, voting
together with the shares of common stock. In the event of any merger,
consolidation or other transaction in which shares of common stock are
exchanged, each share of Series A Preferred Stock will be entitled to receive
1,000 times the amount received per share of common stock. The rights are
protected by customary anti-dilution provisions.

     If, after any person or group becomes an acquiring person, we are acquired
in a merger or other business combination transaction or 50% or more of our
consolidated assets or earning power are sold, each holder of a right will have
a right to receive upon exercise of a right the number of shares of common stock
of the acquiring company, having a value equal to two times the exercise price
of the right. If any person or group becomes an acquiring person, each holder of
a right will have the right to receive upon exercise that number of shares of
common stock having a market value of two times the exercise price of the right.
Following the occurrence of the events described above, rights beneficially
owned by any acquiring person at the time of such transaction will be void and
may not be exercised.

     At any time after any person or group becomes an acquiring person and prior
to the acquisition by such person or group of 50% or more of the outstanding
shares of common stock, the Board may exchange the rights (other than rights
owned by such person or group which will have become void), in whole or in part,
at an exchange ratio of one share of common stock or one one-thousandth of a
share of Series A Preferred Stock (or of a share of a class or series of our
preferred stock having equivalent rights, preferences and privileges) per right,
subject to adjustment.

     At any time prior to the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 20% or more of the outstanding
shares of common stock, the Board may redeem the rights in whole, but not in
part, at a price of $0.01 per right.

     The terms of the rights may generally be amended by the Board without the
consent of the holders of the rights.

     Until a right is exercised, the holder will have no rights as a
stockholder.

     The rights should not interfere with any merger or other business
combination approved by the Board since the rights may be redeemed by us at the
redemption price prior to the time that a person or group has acquired
beneficial ownership of 20% or more of the common stock.

                                        48
<PAGE>   53

             CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

GENERAL

     This is a summary of certain United States federal income tax consequences
relevant to holders of LYONs. This summary is based upon laws, regulations,
rulings and decisions now in effect, all of which are subject to change
(including retroactive changes in effective dates) or possible differing
interpretations. The discussion below deals only with LYONs held as capital
assets and does not purport to deal with persons in special tax situations, such
as financial institutions, insurance companies, regulated investment companies,
dealers in securities or currencies, tax-exempt entities, persons holding LYONs
in a tax-deferred or tax-advantaged account, or persons holding LYONs as a hedge
against currency risks, as a position in a "straddle" or as part of a "hedging"
or "conversion" transaction for tax purposes. Persons considering the purchase
of the LYONs should consult their own tax advisors concerning the application of
the United States federal income tax laws to their particular situations as well
as any consequences of the purchase, ownership and disposition of the LYONs
arising under the laws of any other taxing jurisdiction.

     We do not address all of the tax consequences that may be relevant to a
U.S. Holder (as defined below). In particular, we do not address:

     - the United States federal income tax consequences to shareholders in, or
       partners or beneficiaries of, an entity that is a holder of LYONs;

     - the United States federal estate, gift or alternative minimum tax
       consequences of the purchase, ownership or disposition of LYONs;

     - persons who hold the LYONs whose functional currency is not the United
       States dollar;

     - any state, local or foreign tax consequences of the purchase, ownership
       or disposition of LYONs; or

     - any federal, state, local or foreign tax consequences of owning or
       disposing of the common stock.

     Accordingly, you should consult your own tax advisor regarding the tax
consequences of purchasing, owning and disposing of the LYONs and the common
stock in light of your own circumstances.

     A U.S. Holder is a beneficial owner of the LYONs who or which is:

     - a citizen or individual resident of the United States, as defined in
       Section 7701(b) of the Internal Revenue Code of 1986, as amended (which
       we refer to as the Code);

     - a corporation, including any entity treated as a corporation for United
       States federal income tax purposes, created or organized in or under the
       laws of the United States, any state thereof or the District of Columbia;

     - an estate if its income is subject to United States federal income
       taxation regardless of its source; or

     - a trust if (1) a United States court can exercise primary supervision
       over its administration and (2) one or more United States persons have
       the authority to control all of its substantial decisions.

Notwithstanding the preceding sentence, certain trusts in existence on August
20, 1996, and treated as a U.S. Holder prior to such date, may also be treated
as U.S. Holders. A Non-U.S. Holder is a holder of LYONs other than a U.S.
Holder.

     No statutory, administrative or judicial authority directly addresses the
treatment of the LYONs or instruments similar to the LYONs for United States
federal income tax purposes. No rulings have been sought or are expected to be
sought from the Internal Revenue Service (which we refer to as the IRS) with
respect to any of the United States federal income tax consequences discussed
below, and no assurance can be given that the IRS will not take contrary
positions. As a result, no assurance can be given that the IRS will agree with
the tax characterizations and the tax consequences described below.

     WE URGE PROSPECTIVE INVESTORS TO CONSULT THEIR OWN TAX ADVISORS WITH
RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND
DISPOSITION OF THE LYONS AND THE COMMON STOCK IN LIGHT OF THEIR OWN
                                        49
<PAGE>   54

PARTICULAR CIRCUMSTANCES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL,
FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN UNITED STATES
FEDERAL OR OTHER TAX LAWS.

CLASSIFICATION OF THE LYONS

     It is the opinion of special tax counsel to the company, Shearman &
Sterling, that the LYONs will be treated as indebtedness for United States
federal income tax purposes and that the LYONs will be subject to the special
regulations governing contingent payment debt instruments (which we refer to as
the CPDI regulations).

ACCRUAL OF INTEREST ON THE LYONS

     Pursuant to the terms of the indenture, we and each holder of the LYONs
agree, for United States federal income tax purposes, to treat the LYONs as debt
instruments that are subject to the CPDI regulations. Pursuant to these
regulations, U.S. Holders of the LYONs are required to accrue interest income on
the LYONs, in the amounts described below, regardless of whether the U.S. Holder
uses the cash or accrual method of tax accounting. Accordingly, U.S. Holders are
required to include interest in taxable income in each year in excess of the
accruals on the LYONs for non-tax purposes and in excess of any contingent
interest payments actually received in that year.

     The CPDI regulations provide that a U.S. Holder must accrue an amount of
ordinary interest income, as original issue discount for United States federal
income tax purposes, for each accrual period prior to and including the maturity
date of the LYONs that equals:

          (1) the product of (i) the adjusted issue price (as defined below) of
     the LYONs as of the beginning of the accrual period; and (ii) the
     comparable yield to maturity (as defined below) of the LYONs, adjusted for
     the length of the accrual period;

          (2) divided by the number of days in the accrual period; and

          (3) multiplied by the number of days during the accrual period that
     the U.S. Holder held the LYONs.

     A LYON's issue price is the first price at which a substantial amount of
the LYONs is sold to the public, excluding sales to bond houses, brokers or
similar persons or organizations acting in the capacity of underwriters,
placement agents or wholesalers. The adjusted issue price of a LYON is its issue
price increased by any interest income previously accrued, determined without
regard to any adjustments to interest accruals described below, and decreased by
the projected amount of any payments previously made with respect to the LYONs.

     Shearman & Sterling, special tax counsel to the company, has advised us
that the term "comparable yield" means the annual yield we would pay, as of the
initial issue date, on a fixed-rate nonconvertible debt security with no
contingent payments, but with terms and conditions otherwise comparable to those
of the LYONs. Based in part on that advice, we intend to take the position that
the comparable yield for the LYONs is 9.625% compounded semi-annually. The
specific yield, however, is not entirely clear. If the comparable yield were
successfully challenged by the IRS, the redetermined yield could be materially
greater or less than the comparable yield provided by the company. Moreover, the
projected payment schedule could differ materially from the projected payment
schedule provided by the company.

     The CPDI regulations require that we provide to U.S. Holders, solely for
United States federal income tax purposes, a schedule of the projected amounts
of payments, which we refer to as projected payments, on the LYONs. This
schedule must produce the comparable yield. The projected payment schedule
includes estimates for certain payments of contingent interest and an estimate
for a payment at maturity taking into account the conversion feature.

     The comparable yield and the schedule of projected payments is set forth in
the indenture. U.S. Holders may also obtain the projected payment schedule by
submitting a written request for such information to: SPX Corporation, 700
Terrace Point Drive, Muskegon, MI 49440-3301, Attention: Investor Relations.
                                        50
<PAGE>   55

     For United States federal income tax purposes, a U.S. Holder must use the
comparable yield and the schedule of projected payments in determining its
interest accruals, and the adjustments thereto described below, in respect of
the LYONs, unless such U.S. Holder timely discloses and justifies the use of
other estimates to the IRS. A U.S. Holder that determines its own comparable
yield or schedule of projected payments must also establish that our comparable
yield or schedule of projected payments is unreasonable.

     THE COMPARABLE YIELD AND THE SCHEDULE OF PROJECTED PAYMENTS ARE NOT
DETERMINED FOR ANY PURPOSE OTHER THAN FOR THE DETERMINATION OF A U.S. HOLDER'S
INTEREST ACCRUALS AND ADJUSTMENTS THEREOF IN RESPECT OF THE LYONS FOR UNITED
STATES FEDERAL INCOME TAX PURPOSES AND DO NOT CONSTITUTE A PROJECTION OR
REPRESENTATION REGARDING THE ACTUAL AMOUNTS PAYABLE ON THE LYONS.

     Amounts treated as interest under the CPDI regulations are treated as
original issue discount for all purposes of the Code.

ADJUSTMENTS TO INTEREST ACCRUALS ON THE LYONS

     If, during any taxable year, a U.S. Holder receives actual payments with
respect to the LYONs for that taxable year that in the aggregate exceed the
total amount of projected payments for that taxable year, the U.S. Holder will
incur a "net positive adjustment" under the CPDI regulations equal to the amount
of such excess. The U.S. Holder will treat a "net positive adjustment" as
additional interest income for the taxable year. For this purpose, the payments
in a taxable year include the fair market value of property received in that
year.

     If a U.S. Holder receives in a taxable year actual payments with respect to
the LYONs for that taxable year that in the aggregate were less than the amount
of projected payments for that taxable year, the U.S. Holder will incur a "net
negative adjustment" under the CPDI regulations equal to the amount of such
deficit. This adjustment will (a) reduce the U.S. Holder's interest income on
the LYONs for that taxable year, and (b) to the extent of any excess after the
application of (a), give rise to an ordinary loss to the extent of the U.S.
Holder's interest income on the LYONs during prior taxable years, reduced to the
extent such interest was offset by prior net negative adjustments.

     If a U.S. Holder purchases LYONs at a discount or premium to the adjusted
issue price, the discount will be treated as a positive adjustment and the
premium will be treated as a negative adjustment. The U.S. Holder must
reasonably allocate the adjustment over the remaining term of the LYONs by
reference to the accruals of original issue discount at the comparable yield or
to the projected payments. It may be reasonable to allocate the adjustment over
the remaining term of the LYONs pro rata with the accruals of original issue
discount at the comparable yield. You should consult your tax advisors regarding
these allocations.

SALE, EXCHANGE, CONVERSION OR REDEMPTION

     Generally, the sale or exchange of a LYON, or the redemption of a LYON for
cash, will result in taxable gain or loss to a U.S. Holder. As described above,
our calculation of the comparable yield and the schedule of projected payments
for the LYONs includes the receipt of stock upon conversion as a contingent
payment with respect to the LYONs. Accordingly, we intend to treat the receipt
of our common stock by a U.S. Holder upon the conversion of a LYON, or upon the
redemption of a LYON where we elect to pay in common stock, as a contingent
payment under the CPDI regulations. As described above, holders are generally
bound by our determination of the comparable yield and the schedule of projected
payments. Under this treatment, a conversion or such a redemption will also
result in taxable gain or loss to the U.S. Holder. The amount of gain or loss on
a taxable sale, exchange, conversion or redemption will be equal to the
difference between (a) the amount of cash plus the fair market value of any
other property received by the U.S. Holder, including the fair market value of
any of our common stock received, and (b) the U.S. Holder's adjusted tax basis
in the LYON. A U.S. Holder's adjusted tax basis in a LYON will generally be
equal to the U.S. Holder's original purchase price for the LYON, increased by
any interest income previously accrued by the U.S. Holder (determined without
regard to any adjustments to interest accruals described above), and decreased
by the amount of any projected payments previously made on the LYONs to the U.S.
Holder. Gain recognized upon a sale, exchange, conversion or redemption of a
LYON will generally be treated as ordinary interest income;
                                        51
<PAGE>   56

any loss will be ordinary loss to the extent of interest previously included in
income, and thereafter, capital loss (which will be long-term if the LYON is
held for more than one year). The deductibility of net capital losses by
individuals and corporations is subject to limitations.

     A U.S. Holder's tax basis in our common stock received upon a conversion of
a LYON or upon a holder's exercise of a put right that we elect to pay in common
stock will equal the then current fair market value of such common stock. The
U.S. Holder's holding period for the common stock received will commence on the
day immediately following the date of conversion or redemption.

CONSTRUCTIVE DIVIDENDS

     If at any time we make a distribution of property to our stockholders that
would be taxable to the stockholders as a dividend for federal income tax
purposes and, in accordance with the anti-dilution provisions of the LYONs, the
conversion rate of the LYONs is increased, such increase may be deemed to be the
payment of a taxable dividend to holders of the LYONs.

     For example, an increase in the conversion rate in the event of
distributions of our evidences of indebtedness or our assets or an increase in
the event of an extraordinary cash dividend will generally result in deemed
dividend treatment to holders of the LYONs, but generally an increase in the
event of stock dividends or the distribution of rights to subscribe for common
stock will not.

TREATMENT OF NON-U.S. HOLDERS

     Payments of contingent interest made to Non-U.S. Holders will not be exempt
from United States federal income or withholding tax and, therefore, Non-U.S.
Holders will be subject to withholding on such payments of contingent interest
at a rate of 30%, subject to reduction by an applicable treaty or upon the
receipt of a Form W-8ECI from a Non-U.S. Holder claiming that the payments are
effectively connected with the conduct of a United States trade or business. A
Non-U.S. Holder that is subject to the withholding tax should consult its tax
advisors as to whether it can obtain a refund for a portion of the withholding
tax, either on the grounds that some portion of the contingent interest
represents a return of principal under the CPDI regulations, or on some other
grounds.

     All other payments on the LYONs made to a Non-U.S. Holder, including a
payment in common stock pursuant to a conversion, and any gain realized on a
sale or exchange of the LYONs (other than gain attributable to accrued
contingent interest payments), will be exempt from United States income or
withholding tax, provided that: (i) such Non-U.S. Holder does not own, actually
or constructively, 10 percent or more of the total combined voting power of all
classes of our stock entitled to vote, is not a controlled foreign corporation
related, directly or indirectly, to us through stock ownership, and is not a
bank receiving interest described in section 881(c)(3)(A) of the Code; (ii) the
statement requirement set forth in section 871(b) or section 881(c) of the Code
has been fulfilled with respect to the beneficial owner, as discussed below;
(iii) such Non-U.S. Holder is not an individual who is present in the United
States for 183 days or more in the taxable year of disposition, or such
individual does not have a "tax home" (as defined in section 911(d)(3) of the
Code) or an office or other fixed place of business in the United States; (iv)
such payments and gain are not effectively connected with the conduct by such
Non-U.S. Holder of a trade or business in the United States and (v) our common
stock continues to be actively traded within the meaning of section
871(b)(4)(C)(v)(I) of the Code (which, for these purposes and subject to certain
exceptions, includes trading on the NYSE).

     The statement requirement referred to in the preceding paragraph will be
fulfilled if the beneficial owner of a LYONs certifies on IRS Form W-8BEN, under
penalties of perjury, that it is not a United States person and provides its
name and address.

     If a Non-U.S. Holder of the LYONs is engaged in a trade or business in the
United States, and if interest on the LYONs is effectively connected with the
conduct of such trade or business, the Non-U.S. Holder, although exempt from the
withholding tax discussed in the preceding paragraphs, will generally be subject
to regular U.S. federal income tax on interest and on any gain realized on the
sale or exchange of the LYONs in

                                        52
<PAGE>   57

the same manner as if it were a U.S. Holder. In lieu of the certificate
described in the preceding paragraph, such a Non-U.S. Holder will be required to
provide to the withholding agent a properly executed IRS Form W-8ECI (or
successor form) in order to claim an exemption from withholding tax. In
addition, if such a Non-U.S. Holder is a foreign corporation, such Holder may be
subject to a branch profits tax equal to 30% (or such lower rate provided by an
applicable treaty) of its effectively connected earnings and profits for the
taxable year, subject to certain adjustments.

BACKUP WITHHOLDING TAX AND INFORMATION REPORTING

     Payments of principal, premium, if any, and interest (including original
issue discount and a payment in common stock pursuant to a conversion of the
LYONs) on, and the proceeds of disposition or retirement of, the LYONs may be
subject to information reporting and United States federal backup withholding
tax at the rate of 31% if the U.S. Holder thereof fails to supply an accurate
taxpayer identification number or otherwise fails to comply with applicable
United States information reporting or certification requirements. Any amounts
so withheld will be allowed as a credit against such U.S. Holder's United States
federal income tax liability.

TAX EVENT

     The modification of the terms of the LYONs by us upon a Tax Event as
described in "Description of LYONs -- Optional Conversion to Semi-annual Coupon
Notes Upon Tax Event," could possibly alter the timing of income recognition by
the holders with respect to the semi-annual payments of interest due after the
option exercise date.

                            SELLING SECURITYHOLDERS

     The LYONs were originally issued by us and sold by Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the "Initial Purchaser") in a transaction exempt
from the registration requirements of the Securities Act to persons reasonably
believed by the Initial Purchaser to be "qualified institutional buyers" as
defined by Rule 144A under the Securities Act. The selling securityholders may
from time to time offer and sell pursuant to this prospectus any or all of the
LYONs listed below and the common shares issued upon purchase by us, or
conversion, of such LYONs. When we refer to the "selling securityholders" in
this prospectus, we mean those persons listed in the table below, as well as the
pledgees, donees, assignees, transferees, successors and others who later hold
any of the selling securityholders' interests.

     We are filing this registration statement pursuant to a registration rights
agreement that SPX has entered into with Merrill Lynch whereby SPX agreed, at
its expense, for the benefit of the holders, to file a shelf registration
statement covering resale of the LYONs and the shares of common stock issuable
upon conversion of the LYONs within 90 days after February 6, 2001 and to cause
the registration statement to become effective by 210 days after February 6,
2001. We are also generally required to keep the registration statement
effective until February 6, 2003 subject to certain black-out periods upon
certain corporate events.

     The table below sets forth the name of each selling securityholder, the
principal amount at maturity of LYONs that each selling securityholder may offer
pursuant to this prospectus and the number of common shares into which such
LYONs are convertible. Unless set forth below, none of the selling
securityholders has, or within the past three years has had, any material
relationship with us or any of our predecessors or affiliates.

     We have prepared the table below based on information given to us by the
selling securityholders on or prior to May 8, 2001. However, any or all of the
LYONs or common shares listed below may be offered for sale pursuant to this
prospectus by the selling securityholders from time to time. Accordingly, no
estimate can be given as to the amounts of LYONs or common shares that will be
held by the selling securityholders upon consummation of any such sales. In
addition, the selling securityholders listed in the table below may have
acquired, sold or transferred, in transactions exempt from the registration
requirements of the Securities Act, some or all of their LYONs since the date as
of which the information in the table is presented.

     Information about the selling securityholders may change over time. Any
changed information will be set forth in prospectus supplements. From time to
time, additional information concerning ownership of the
                                        53
<PAGE>   58

LYONs and common shares may rest with certain holders thereof not named in the
table below and of whom we are unaware.

<TABLE>
<CAPTION>
                                               AGGREGATE PRINCIPAL     PERCENTAGE OF        NUMBER OF        PERCENTAGE OF
                                              AMOUNT AT MATURITY OF        LYONS          COMMON SHARES      COMMON SHARES
NAME                                          LYONS THAT MAY BE SOLD    OUTSTANDING    THAT MAY BE SOLD(1)   OUTSTANDING(2)
----                                          ----------------------   -------------   -------------------   --------------
<S>                                           <C>                      <C>             <C>                   <C>
SAM Investments LDC.........................       $ 50,000,000             5.0               240,580                *
R(2) Investments, LDC.......................       $ 40,000,000             4.0               192,464                *
Morgan Stanley & Co. .......................       $ 30,000,000             3.0               144,348                *
RAM Trading Ltd.............................       $ 25,000,000             2.5               120,290                *
Merrill Lynch International Limited.........       $ 19,158,000             1.9                92,180                *
GLG Market Neutral Fund.....................       $ 17,500,000             1.8                84,203                *
BNP Paribas Equity Strategies, SNC..........       $ 16,286,000             1.6                78,361                *
Chrysler Corporation Master Retirement
  Trust.....................................       $ 14,585,000             1.5                70,177                *
High Bridge International, Inc. ............       $ 14,500,000             1.5                69,768                *
State of Connecticut Combined Investment
  Funds.....................................       $ 13,405,000             1.3                64,499                *
Peoples Benefit Life Insurance Company
  Teamsters.................................       $ 12,000,000             1.2                57,739                *
D.E. Shaw Valence, L.P. ....................       $ 11,600,000             1.2                55,814                *
OCM Convertible Trust.......................       $ 10,000,000             1.0                48,116                *
Teachers Insurance and Annuity
  Association...............................       $ 10,000,000             1.0                48,116                *
JMG Capital Partners, LP....................       $  9,000,000               *                43,304                *
Double Black Diamond Offshore LDC...........       $  7,869,000               *                37,862                *
White River Securities L.L.C. ..............       $  7,500,000               *                36,087                *
Bear, Stearns & Co. ........................       $  7,500,000               *                36,087                *
Royal Bank of Canada........................       $  7,000,000               *                33,681                *
Yield Strategies Fund II, LP................       $  7,000,000               *                33,681                *
State Employees' Retirement Fund of the
  State of Delaware.........................       $  6,210,000               *                29,880                *
Granville Capital Corporation...............       $  6,000,000               *                28,869                *
People Benefit Life Insurance Company.......       $  6,000,000               *                28,869                *
White River Securities L.L.C. ..............       $  6,250,000               *                30,072                *
Bear, Stearns & Co. Inc. ...................       $  6,250,000               *                30,072                *
St. Albans Partners Ltd. ...................       $  5,000,000               *                24,058                *
Retail Clerks Pension Trust.................       $  5,000,000               *                24,058                *
Liberty View Funds L.P. ....................       $  4,550,000               *                21,892                *
Delta Air Lines Master Trust (c/o Oaktree
  Capital Management, LLC)..................       $  4,170,000               *                20,064                *
BankAmerica Pension Plan....................       $  4,000,000               *                19,246                *
General Motors Welfare Benefit Trust (St.
  Veba).....................................       $  3,000,000               *                14,434                *
GM Employees Global GRP Pen Tr (Abs Return
  Portfolio)................................       $  3,000,000               *                14,434                *
D.E. Shaw Investments, L.P. ................       $  2,900,000               *                13,953                *
BNP Cooper Neff Convertible Strategies Fund,
  L.P. .....................................       $  2,714,000               *                13,058                *
TQA Master Fund, Ltd........................       $  2,500,000               *                12,029                *
Partner Reinsurance Company Ltd. ...........       $  2,420,000               *                11,644                *
Delta Pilots D & S Trust....................       $  2,050,000               *                 9,863                *
KBC Financial Products USA..................       $  2,000,000               *                 9,623                *
Retail Clerks Pension Trust #2..............       $  2,000,000               *                 9,623                *
Jersey (IMA) LTD............................       $  1,950,000               *                 9,382                *
Black Diamond Offshore Ltd..................       $  1,748,000               *                 8,410                *
S G Cowen Securities........................       $  1,500,000               *                  7217                *
Motion Picture Industry Health
  Plan -- Active Member Fund................       $  1,440,000               *                 6,928                *
</TABLE>

                                        54
<PAGE>   59

<TABLE>
<CAPTION>
                                               AGGREGATE PRINCIPAL     PERCENTAGE OF        NUMBER OF        PERCENTAGE OF
                                              AMOUNT AT MATURITY OF        LYONS          COMMON SHARES      COMMON SHARES
NAME                                          LYONS THAT MAY BE SOLD    OUTSTANDING    THAT MAY BE SOLD(1)   OUTSTANDING(2)
----                                          ----------------------   -------------   -------------------   --------------
<S>                                           <C>                      <C>             <C>                   <C>
Merrill, Lynch, Pierce, Fenner and Smith
  Inc. .....................................       $  1,310,000               *                 6,303                *
Amaranth Securities LLC.....................       $  1,250,000               *                 6,014                *
Paloma Securities LLC.......................       $  1,250,000               *                 6,014                *
Worldwide Transactions Ltd..................       $    842,000               *                 4,051                *
Motion Picture Industry Health
  Plan -- Retiree Member Fund...............       $    720,000               *                 3,464                *
All other holders of LYONs or future
  transferees, pledges, donees, assignees or
  successors of any such holders (3) (4)....       $576,823,000            58.0%            2,775,442              8.5%
                                                   ------------            ----             ---------             ----
Total.......................................        994,750,000             100%            4,786,339             13.6%
</TABLE>

---------------
 *  Less than one percent (1%).

(1) Assumes conversion of all of the holder's LYONs at a conversion rate of
    4.8116 common shares per $1,000 principal amount at maturity of the LYONs.
    This conversion rate is subject to adjustment, however, as described under
    "Description of the LYONs -- Conversion Rights." As a result, the number of
    common shares issuable upon conversion of the LYONs may increase or decrease
    in the future. Does not include common shares that may be issued by us upon
    purchase of LYONs by us at the option of the holder.

(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using 30,465,781
    common shares outstanding as of April 20, 2001. In calculating this amount
    for each holder, we treated as outstanding the number of common shares
    issuable upon conversion of all of that holder's LYONs, but we did not
    assume conversion of any other holder's LYONs. Does not include common
    shares that may be issued by us upon purchase of LYONs by us at the option
    of the holder.

(3) Information about other selling securityholders will be set forth in
    prospectus supplements, if required.

(4) Assumes that any other holders of LYONs, or any future pledgees, donees,
    assignees, transferees or successors of or from any such other holders of
    LYONs, do not beneficially own any common shares other than the common
    shares issuable upon conversion of the LYONs at the initial conversion rate.

                              PLAN OF DISTRIBUTION

     We are registering the LYONs and common shares covered by this prospectus
to permit holders to conduct public secondary trading of these securities from
time to time after the date of this prospectus. We have agreed, among other
things, to bear all expenses, other than underwriting discounts and selling
commissions, in connection with the registration and sale of the LYONs and the
common shares covered by this prospectus.

     We will not receive any of the proceeds from the offering of LYONs or the
common shares by the selling securityholders. We have been advised by the
selling securityholders that the selling securityholders may sell all or a
portion of the LYONs and common shares beneficially owned by them and offered
hereby from time to time:

     - directly; or

     - through underwriters, broker-dealers or agents, who may receive
       compensation in the form of discounts, commissions or concessions from
       the selling securityholders or from the purchasers of the LYONs and
       common shares for whom they may act as agent.

     The LYONs and the common shares may be sold from time to time in one or
more transactions at:

     - fixed prices, which may be changed;

     - prevailing market prices at the time of sale;

     - varying prices determined at the time of sale; or
                                        55
<PAGE>   60

     - negotiated prices.

     These prices will be determined by the holders of the securities or by
agreement between these holders and underwriters or dealers who may receive fees
or commissions in connection with the sale. The aggregate proceeds to the
selling securityholders from the sale of the LYONs or common shares offered by
them hereby will be the purchase price of the LYONs or common shares less
discounts and commissions, if any.

     The sales described in the preceding paragraph may be effected in
transactions:

     - on any national securities exchange or quotation service on which the
       LYONs and common shares may be listed or quoted at the time of sale,
       including the New York Stock Exchange in the case of the common shares;

     - in the over-the-counter market;

     - in transactions otherwise than on such exchanges or services or in the
       over-the-counter market; or

     - through the writing of options.

     These transactions may include block transactions or crosses. Crosses are
transactions in which the same broker acts as an agent on both sides of the
trade.

     In connection with sales of the LYONs and the common shares or otherwise,
the selling securityholders may enter into hedging transactions with
broker-dealers. These broker-dealers may in turn engage in short sales of the
LYONs and the common shares in the course of hedging their positions. The
selling securityholders may also sell the LYONs and common shares short and
deliver LYONs and the common shares to close out short positions, or loan or
pledge LYONs and the common shares to broker-dealers that in turn may sell the
LYONs and the common shares.

     To our knowledge, there are currently no plans, arrangements or
understandings between any selling securityholders and any underwriter,
broker-dealer or agent regarding the sale of the LYONs and the common shares by
the selling securityholders. Selling securityholders may not sell any, or may
not sell all, of the LYONs and the common shares offered by them pursuant to
this prospectus. In addition, we cannot assure you that a selling securityholder
will not transfer, devise or gift the LYONs and the common shares by other means
not described in this prospectus. In addition, any securities covered by this
prospectus which qualify for sale pursuant to Rule 144 or Rule 144A of the
Securities Act may be sold under Rule 144 or Rule 144A rather than pursuant to
this prospectus.

     The outstanding common shares are listed for trading on the New York Stock
Exchange and the Pacific Stock Exchange.

     The selling securityholders and any broker and any broker-dealers, agents
or underwriters that participate with the selling securityholders in the
distribution of the LYONs or the common shares may be deemed to be
"underwriters" within the meaning of the Securities Act. In this case, any
commissions received by these broker-dealers, agents or underwriters and any
profit on the resale of the LYONs or the common shares purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act. In
addition, any profits realized by the selling securityholders may be deemed to
be underwriting commissions.

     The LYONs were issued and sold in February 2001 in transactions exempt from
the registration requirements of the Securities Act to persons reasonably
believed by the Initial Purchaser to be "qualified institutional buyers," as
defined in Rule 144A under the Securities Act. We have agreed to indemnify the
Initial Purchaser and each selling securityholder, and each selling
securityholder has agreed to indemnify us, the Initial Purchaser and each other
selling securityholder against specified liabilities arising under the
Securities Act.

     The selling securityholders and any other person participating in such
distribution will be subject to the Exchange Act. The Exchange Act rules
include, without limitation, Regulation M, which may limit the timing of
purchases and sales of any of the LYONs and the underlying common shares by the
selling securityholders and any such other person. In addition, Regulation M of
the Exchange Act may restrict the

                                        56
<PAGE>   61

ability of any person engaged in the distribution of the LYONs and the
underlying common shares to engage in market-making activities with respect to
the particular LYONs and the underlying common shares being distributed for a
period of up to five business days prior to the commencement of the
distribution. This may affect the marketability of the LYONs and the underlying
common shares and the ability of any person or entity to engage in market-making
activities with respect to the LYONs and the underlying common shares.

     We will use our reasonable efforts to keep the registration statement of
which this prospectus is a part effective until the earlier of:

     - the sale, pursuant to the registration statement to which this prospectus
       relates, of all the securities registered thereunder;

     - the expiration of the holding period applicable to the securities held by
       persons that are not our affiliates under Rule 144(k) under the
       Securities Act or any successor provision; and

     - sale to the public under Rule 144 of all the securities registered
       thereunder.

     Our obligation to keep the registration statement to which this prospectus
relates effective is subject to specified, permitted exceptions. In these cases,
we may prohibit offers and sales of LYONs and common shares pursuant to the
registration statement to which this prospectus relates.

     The LYONs offered are a new issue of securities for us with no established
trading market. We have been advised by Merrill Lynch that it intends to make a
market in the LYONs but Merrill Lynch is not obligated to do so and may
discontinue market making at any time and without notice. No assurance can be
given as to the liquidity of the trading market for the LYONs.

                                 LEGAL MATTERS

     Certain legal matters regarding the LYONs and shares of common stock
issuable upon conversion of the LYONs will be passed upon for SPX by Fried,
Frank, Harris, Shriver & Jacobson, a partnership including professional
corporations, New York, New York, and by Shearman & Sterling, New York, New
York, special tax counsel for SPX.

                                    EXPERTS

     The consolidated financial statements of SPX as of December 31, 2000 and
1999 and for each of the three years in the period ended December 31, 2000 have
been audited by Arthur Andersen LLP, independent public accountants. These
financial statements and the report of the independent public accountants,
included in SPX's Annual Report on Form 10-K/A filed on April 12, 2001, are
incorporated by reference herein and in the registration statement in reliance
upon the report of the above mentioned independent public accountant, given upon
the authority of said firm as experts in accounting and auditing.

     The consolidated financial statements of UDI as of December 31, 2000 and
1999 and for each of the three years in the period ended December 31, 2000 have
been audited by KPMG LLP, independent public accountants. These financial
statements and the report of the independent public accounts, included in SPX's
Current Report on Form 8-K filed on April 13, 2001, are incorporated by
reference in this document upon the authority of said firm as experts in
accounting and auditing.

                                        57
<PAGE>   62

                                                                         ANNEX A
The information provided in this Annex A has been taken from, or is based upon,
publicly available documents and records on file with the SEC, other public
sources and information provided directly by UDI.

                                BUSINESS OF UDI

     UDI manufactures proprietary engineered products for sale primarily to
industrial and commercial markets worldwide. UDI products currently include
pumps, valves, compactors, agricultural equipment, metal doors and frames,
material handling equipment and diagnostic tools and gauging devices. UDI's
businesses are presently organized in four segments: Flow Technology, Machinery,
Specialty Engineered Products and Test Instrumentation.

FLOW TECHNOLOGY

     The Flow Technology segment includes pumps, valves, filters, dryers, heat
exchangers and complete systems to process or transport fluids and for heat
transfer.

     Marley Cooling Tower.  Marley Cooling Tower is a U.S.-based manufacturer of
water cooling towers. It manufactures and markets products globally ranging from
small, factory-assembled cooling towers used in refrigeration and air
conditioning systems to large mechanical draft and hyperbolic concrete cooling
towers constructed on-site for electric utilities and industrial applications.
Marley Cooling Tower also furnishes spare parts and rebuilds and upgrades
cooling towers designed by Marley or its competitors. Its Recold Division
manufactures and markets evaporative condensers and closed circuit coolers for
the air conditioning and refrigeration industry. Marley Cooling Tower's
principal competitors include Baltimore Aircoil, Balcke-Durr, Evapco, GEA,
Hamon, Psychometric Services and Liang Chi.

     Marley Cooling Tower's business is divided among the industrial, utility
and HVAC markets. It has nine regional sales offices and more than 70
representative offices across the U.S. and Canada, as well as operations in
England, Germany, Spain, Australia and Malaysia, and sales offices and joint
venture partners in various places throughout the world.

     Marley Cooling Tower's Resolite business produces engineered fiberglass
reinforced plastic composite panels pultrusions principally for the electrical
and construction markets. Resolite's principal competitors are Enduro Composite
Systems, Bedford Reinforced Plastics, Strongwell, and Glasteel.

     Flair.  Flair is a manufacturer of equipment used to dehydrate, filter and
purify air and gas in various industrial applications. Flair's products include
dryer and purification equipment such as regenerative and refrigerated
compressed air and oil dryers that eliminate moisture and contaminants from
compressed gases. Flair also supplies filter assemblies, elements, valves and
desiccant used in the replacement market. Products are marketed under the
following names: Pneumatic Products (regenerative dryers); General Pneumatics
(refrigerated and regenerative dryers); Deltech (refrigerated and regenerative
dryers); Dollinger (filters and oil mist eliminators); Delair (refrigerated and
regenerative air dryers for the European market); Kemp (regenerative dryers for
liquids and gases other than air); Siva (solvent distillation equipment); and
Technolab (air/oil separators).

     Components for compressed air systems plus replacement filters and parts
represent a majority of Flair's business. Flair produces substantially all of
the components in a compressed air system with the exception of the compressor
itself. Flair has operations in North America, Western Europe and India. Flair
has formed joint ventures in India, Japan and Korea. Flair's principal
competitors for compressed air products include Hankison, Zeks Air Dryer,
General Air, Henderson Engineering, Balston, Finite, Ultrafilter and Domnick
Hunter.

     Waukesha Cherry-Burrell.  Waukesha Cherry-Burrell manufactures stainless
steel equipment for dairy, food, beverage, pharmaceutical and industrial
processing. Product families include: positive displacement, centrifugal, gear
and high pressure piston pumps; automated and manual valves; tubular fittings
and clamps; scraped surface, tubular and plate heat exchangers; homogenizers and
other dispersion equipment; and

                                       A-1
<PAGE>   63

freezers, ingredient feeders, fillers, stick novelty and wrapper equipment for
frozen confectionery. The acquisition of Ranieri, PMS/Alliance, and APV Ice
Cream in the past four years have positioned Waukesha Cherry-Burrell as a
leading, full-line equipment supplier to the ice cream industry.

     Waukesha Cherry-Burrell manufactures its products in the U.S., Mexico,
Denmark and Italy, and also has engineering groups in Mexico City and
Louisville, Kentucky that design and install turnkey food and beverage systems
throughout North, Central and South America.

     The primary markets for Waukesha Cherry-Burrell are the Americas, Western
Europe and the Pacific Rim. Its primary competitors are Alfa-Laval, Invensys and
GEA. These companies are European-based and also manufacture broad equipment
lines. Waukesha Cherry-Burrell markets its products through a combination of
direct sales and independent distributor partners and systems integrators.

     Bran + Luebbe.  Bran + Luebbe, a German-based company acquired in August
1999, manufactures a broad line of metering pumps and systems (the metering
division) and a range of analyzers for laboratories and the process industry
(the analyzers division). Its product families include precision diaphragm
metering pumps, high-pressure pumps, screw feeders, solids metering systems,
blending systems, laboratory analyzers, in-line process analyzers and
environmental monitors.

     Bran + Luebbe's primary markets are chemical, petrochemical, pulp and
paper, pharmaceuticals and cosmetics, oil and gas, food and beverage,
agriculture and private and public laboratories. It serves these industries
through thirteen marketing companies in strategic locations around the world.
Bran + Luebbe's primary manufacturing facility is located near Hamburg, Germany,
with systems assembly facilities in Sweden, France, the U.S. and the U.K. Bran +
Luebbe's major competitors in metering are Milton Roy and LEWA. The analyzer
market is more fragmented, with Foss and various subsidiaries of Danaher and ABB
among the more significant competitors.

     Weil-McLain.  Weil-McLain is a North American manufacturer of oil-and
gas-fired cast iron boilers used for heating homes, apartment buildings, offices
and schools. In addition, Weil-McLain manufactures and markets products
associated with the sale of its boilers, such as hydronic baseboards, in-floor
radiation, oil burners, control panels and indirect water heaters. In 1999,
Weil-McLain expanded its boiler line and entered the oil furnace market by
acquiring Williamson and Milwaukee-Thermoflo product lines. Approximately 80% of
Weil-McLain's total revenue is derived from the replacement market. Boilers are
sold throughout North America, with the largest volume concentrated in the New
England, Middle Atlantic and Midwest sections of the U.S. Weil-McLain's
principal U.S. competitors in the cast iron boiler market are Burnham, Peerless,
Earl Reed International and Mestek.

     Weil-McLain's distribution system comprises approximately 250 distributors
in 650 locations. Distributors sell to independent heating contractors and
dealers who install the boilers.

     Marley Pump.  Marley Pump designs, manufactures and sells submersible
petroleum pumps for gasoline service stations and bulk petroleum facilities.
Products are sold under the "Red Jacket" brand name to major oil companies and
various equipment distributors. Marley Pump also produces mechanical and
electronic leak detection devices that monitor underground storage tanks and
pumping equipment at service stations and other bulk fuel facilities worldwide.
Marley Pump's principal competitors are Vaporless, Veeder-Root, Iacon and F.E.
Petro. Marley Pump's products are marketed domestically primarily through
distributors, and internationally through distributors and sales
representatives.

     Mueller Steam.  Mueller Steam Specialty manufactures three primary product
lines: strainers, check valves and butterfly valves. Strainers and valves are
used in various industrial processes in which piping systems exist. In addition,
Mueller Steam designs and manufactures a line of specialized products directed
primarily to the oil, gas and petrochemical industries. These products include
fabricated strainers, lined plug and ball valves, temporary strainers and other
flow products. Mueller Steam has international sales offices in the United
Kingdom, Singapore, Canada and the United Arab Emirates and serves Latin America
from the U.S. Mueller Steam serves industrial and commercial markets through
independent sales representatives and distributors. Principal competitors
include Haywood, Keckley, Keystone, Bray and Crane.

                                       A-2
<PAGE>   64

     CMB.  CMB designs and manufactures backflow prevention devices and valves
and distributes them worldwide through its network of distributors and sales
representatives. FEBCO, CMB's complete line of bronze and ductile iron backflow
prevention assemblies, is used in irrigation, plumbing, industrial, municipal
and fire protection markets. CMB also manufactures the Polyjet Control Valve, a
custom-designed, multi-jet sleeve valve designed to control high pressure or
rapid flow or to provide very precise flow control. POLYJET valves are used
primarily in hydro or dam construction projects and in other unique waterworks
applications. CMB's K-FLO AWWA Butterfly Valves are used in specialized
applications including waterworks and waste water systems, which are sold
throughout the world. CMB's competitors include Watts Industries, Zurn/ Wilkins,
Henry Pratt Co. and Kvaerner.

MACHINERY

     The Machinery segment provides soil, asphalt and landfill compactors and
specialty agricultural equipment.

     Compaction.  BOMAG, headquartered in Germany, produces and sells compaction
equipment for soil and asphalt applications. BOMAG also manufactures equipment
for soil stabilizing, recycling and sanitary landfill applications, and offers
an integrated Compaction Management System which processes on-line compaction
data for the most advanced dynamic compaction control methods. BOMAG pioneered
the double vibratory roller concept and its product line consists of more than
100 models ranging from small, hand-operated tampers up to its 36-ton landfill
compactor. BOMAG entered the grader business in 1998 with four models in the
60-132 kW classes, and with its acquisition of Stow Manufacturing, BOMAG
broadened its light equipment product offering to include equipment for concrete
placement and treatment, paving and site preparation.

     Products are marketed under the BOMAG, HYPAC and STOW brand names
throughout the world by independent distributors and licensees and through
direct sales to the rental industry and all segments of the general construction
and waste management industries, including a wide range of governmental
agencies. Compaction America, BOMAG's manufacturing base in North America,
produces both BOMAG and HYPAC products. BOMAG Light Equipment, located in
Conklin, New York, is a division of Compaction America and produces the STOW
products.

     BOMAG operates through subsidiaries in the U.S., Canada, England, France,
Austria and Germany, with manufacturing facilities located in Germany, Illinois
and New York and additional sales and service centers located in Jordan and
Singapore. In May 2000, BOMAG became the majority shareholder of Nippon BOMAG in
Japan where it also produces compaction equipment. In addition, BOMAG has
license or cooperation agreements with partners in India, Malaysia and the Czech
Republic.

     BOMAG competes directly with a number of small regional companies and
several major international companies, including Ingersoll-Rand, Caterpillar,
Dynapac and Wacker, some of which are larger than BOMAG and offer other
construction-related products in addition to compaction equipment.

     Agricultural Equipment.  Agricultural Equipment consists of three
businesses: Sunflower Manufacturing Company, Feterl Manufacturing Company and
Richardton Manufacturing Company. Sunflower is a producer of high-quality disc
harrows. Its other tillage equipment, grain drills and grain carts are used for
seedbed preparation, seeding and harvesting operations. Sunflower's primary
market is the Midwest and High Plains areas of the U.S. Its products, which are
sold through a direct sales force and a network of more than 700 independent
dealers, compete against equipment manufactured by John Deere, Case IH, Krause,
D.M.I., Landoll, Brillion, Brent and Parker. Feterl, which manufactures grain
augers, cleaners and service bodies, primarily serves the same areas as
Sunflower. Its products are sold through independent sales representatives and a
network of more than 600 independent dealers. Its principal competitors are
Westfield, Hutch-Mayrath and Sudenga. Richardton manufactures and sells forage
and specialty crop wagons, and also manufactures grain carts which are marketed
by and sold with the Sunflower name. Its products are marketed primarily in the
northeastern and peanut-producing regions of the U.S. Richardton's products are
sold through independent sales representatives and a network of more than 600
dealers. Its principal competitors are Byron and Miller.
                                       A-3
<PAGE>   65

SPECIALTY ENGINEERED PRODUCTS

     The Specialty Engineered Products segment manufactures metal doors and
frames, dock levelers, vehicle restraints, dock seals, shelters and electric
resistance heating products.

     Door Products.  Door Products consists of a group of companies that
manufacture and market standard, specialty and custom steel doors and door
frames for commercial, industrial and institutional applications.

     Ceco Door manufactures side-hinged steel doors and frames for commercial
and industrial markets nationwide and in selected overseas locations. It
maintains service centers in major cities throughout the U.S. Ceco products can
be found in office buildings, schools, hospitals and nursing homes, apartments,
hotels and motels, and retail, industrial and commercial buildings. Door
Products expanded its commercial market share and product offerings in 1999 by
acquiring Fleming Limited. S.W. Fleming is a Canadian manufacturer of commercial
side-hinged steel doors and frames.

     Trussbilt manufactures heavy gauge steel doors and frames for security and
detention markets. Trussbilt also produces security ceilings for detention and
other applications.

     Dominion Building Products manufactures and distributes pre-hung and
unassembled steel doors, frames and windows for the metal building industry.
While most of its products are sourced from Ceco, Dominion Building Products
also has its own manufacturing capability.

     UDI -- Assa Abloy AB Joint Venture.  On April 17, 2001, UDI announced it
had signed a joint venture agreement with Assa Abloy AB to form a new door
products group. Under the agreement, UDI will contribute its Door Products
division to a newly formed joint venture company in exchange for $96 million in
cash and a 20% interest in the joint venture. Assa Abloy will contribute its
door products operating units and will hold the remaining 80% joint venture
interest. Two years following the completion of the joint venture UDI will have
a put option, and Assa Abloy will have a call option, for UDI's interest in the
joint venture. The transaction is subject to regulatory approvals. Total
revenues for the UDI business contributed to the joint venture were
approximately $182.0 million for the year ended December 31, 2000.

     Dock Products.  Dock Products is comprised of three businesses: Serco,
Kelley and TKO Doors. Serco manufactures and distributes a broad range of
loading dock equipment for industrial and commercial markets in North America.
Serco's products include dock levelers, vehicle restraints and loading dock
seals and shelters. These products are sold through an extensive distribution
network, including captive sales and service centers (The Paul Reilly Company,
Casco and Just Rite Equipment) and independent material handling distributors.

     The Kelley Company was acquired on January 5, 2000. Like Serco, Kelley
manufactures and distributes dock levelers, vehicle restraints and loading dock
seals and shelters. Kelley also offers elevating dock platforms, scissor lift
tables, rail lift tables and truck levelers. Kelley sells its products through
an extensive distribution network. Primary markets for both Serco and Kelley
include industrial plants, distribution centers and wholesale and retail
warehouses. Principal competitors of Serco and Kelley include Rite-Hite,
McGuire, and Blue Giant.

     TKO Doors, acquired in 1999, is a designer, manufacturer and seller of
"knockout" doors for loading docks in the U.S. Knockout doors contain
spring-loaded plungers that permit door panels to release under pressure,
thereby absorbing impact without sustaining damage. TKO's competitors include
Rite-Hite, Overhead Door, Wayne Dalton and Albany International.

     Marley Engineered Products.  Marley Engineered Products is a United States
producer of electric resistance heating products for residential, commercial and
light industrial markets. It manufactures a full range of electrical heating
products, including baseboard, wall, portable and unit heaters. The base product
line is supplemented by a complete line of commercial convectors, infrared
heaters and numerous specialty application heaters. Products are sold under the
Q-Mark, Berko, Aztec and Fahrenheat brand names. Principal competitors are TPI,
Cadet and Dimplex. Q-Mark, Berko and Aztec products are marketed through
independent sales representatives to wholesale electrical and mechanical
distributors. Fahrenheat products serve the consumer "Do it Yourself" market
through hardware and home center stores.
                                       A-4
<PAGE>   66

     Marley Engineered Products entered the commercial/industrial ventilation
business in 1998 through the acquisition of Leading Edge and increased that
presence in 1999 by acquiring Patton Industrial and Building Supply Products.
The Patton product line is now manufactured in Marley Engineered Products' plant
in Bennettsville, S.C., and includes a broad line of industrial heating and
ventilating products such as industrial fans, blowers and heaters and building
supply products, including kitchen and bath ventilators, ceiling fans, door
chimes and electric heaters for residential, commercial and light industrial
markets. These products are marketed under the Q-Mark, Berko, and Leading Edge
brand names. Principal competitors include Airmaster, TPI and Broan-Nutone.

     The King Company became part of the Marley Engineered Products division in
January 2001. It manufacturers air supply systems to control the environment in
critical processes such as food production. It also manufacturers a diverse line
of heating, refrigeration, and filter equipment primarily for commercial and
industrial markets. Principal competitors include Accuair, Evapco, and Krack.

     C & M.  C & M engineers, manufactures and installs material handling
systems for the corrugated industry. C & M's primary product is an accumulating
belt driven roller conveyor which includes specialty devices for the transfer of
corrugated product "on" and "off" the conveyor. It also supplies custom software
to oversee the automatic operation of the power transfer cars that deliver and
retrieve product from staging systems for delivery to converting operations. All
systems are specially engineered to the individual customer's application. C & M
has direct regional sales managers throughout the U.S. who provide on-site
consultation. Foreign accounts are handled through sales agents who are
geographically positioned in the region and represent other corrugated
equipment. ACS and United Pentek are C & M's principal competitors.

     Fenn.  Fenn provides new and overhauled precision-machined critical parts
and assemblies, principally for helicopter rotor and transmission systems. It
also produces metal forming equipment for the ferrous and non-ferrous metal
industries for rolling, shaping, forming, drawing and swaging metal strip, rod,
wire and tube. Fenn's critical parts division sells primarily to the U.S.
defense sector. Markets for the machinery division are diverse, ranging from a
large number of small customers to large manufacturing companies. Markets
include automotive forging, hand tool, medical, armament, specialty metal and
tube producers. Competition is highly fragmented and depends on the specific
product line.

TEST INSTRUMENTATION SEGMENT

     The Test Instrumentation segment produces diagnostic tools and gauging
devices, location equipment, hand-held tools for electrical and HVAC/R
tradesmen, laboratory testing chambers and equipment and precision fastening
devices. UDI's Test Instrumentation segment has three divisions: Test
Measurement, Advanced Industrial Technologies, and Lunaire/LDS.

     Test Measurement.  UDI's Test Measurement division consists of
Radiodetection and ATP. Radiodetection specializes in the design, manufacture
and sale of products for the location and maintenance of buried pipes and
cables. While portable pipe and cable locators are Radiodetection's primary
products, it also has developed line management systems (LMS) for locating and
identifying metallic sheathed fiber optic cables. LMS products are sold
primarily to long distance telecommunication carriers such as AT&T, MCI and
Sprint. Other products include trenchless products (horizontal boring guidance
systems), inspection products (inspection cameras for pipes and ducts) and power
products (test sets for use in the power industry). Radiodetection expanded its
product offerings in 2000 by acquiring Telespec Limited and the Pearpoint Group,
both of which manufacture and sell inspection products. Radiodetection has a
wide customer base that includes major utility and industrial companies,
municipalities and thousands of independent contractors in over 80 countries
throughout the world. Radiodetection also owns distribution centers in various
locations. Radiodetection's competitors include Dynatel, Seba, Tektronix,
Metrotech, C-Scope, Heath, Fuji and Takochiho.

     ATP is comprised of three businesses: Amprobe, Promax and TIF Instruments,
which manufacture hand-held devices for testing and measuring electrical
properties, for recovering and handling refrigerants, and for testing for leaks
in refrigeration systems. Primary products include clamp-on ammeters,
multimeters (volt/amp/ohmmeters), circuit tracers, harmonic analyzers,
recorders, leak detectors and refrigerant recovery
                                       A-5
<PAGE>   67

products. ATP serves the HVAC/R, electrical, electronic, transportation and
automotive markets. Sales are made through distributors and manufacturer
representatives in the U.S. and abroad.

     ATP's competitors are a mix of large companies such as Fluke (division of
Danaher), Greenlee and Yokagawa; medium-sized companies such as Robinaire
(division of SPX); and small, privately-held companies such as Wavetek, CPS and
Thermoflow.

     Advanced Industrial Technologies.  Advanced Industrial Technologies is
comprised of four businesses which primarily serve the transportation and
internal combustion markets. Advanced Assembly Group (AAG) supports the
precision assembly and test markets with the "tech-motive" tool product line of
electronic fastening tools and the GSE torque and force measurement products for
production, test and audit of the assembly process. In addition, the AAG Systems
Group provides solutions for specific customer applications such as
multi-spindle nutrunner fastening systems and ABS brake system testing. Air Gage
Company supplies manufacturers throughout the world with dimensional inspection
gauging systems and calibration and certification services that satisfy a
wide-range of automotive and non-automotive part inspection requirements. Great
Lakes Eglinton manufactures reference equipment and carbide-based industrial
tooling for wear resistance and dimensional stability (dies for forming cans,
extruding dies for wire and precision plug gage members). GSE Scale Systems
provides a broad line of industrial weighing equipment specializing in
programmable controls for automated processing systems. Its products can be
found in applications ranging from baggage weighing for air transportation to
micro-ingredient batching systems for food processing to heavy truck weighing
for land-fill management. GSE Scale added to its offerings in 1999 with the
acquisition of General Electronic Systems, which designs and manufactures
weighing equipment platforms and parts counters.

     Advanced Industrial Technologies markets its products throughout the world
through a combination of direct sales, distributors and manufacturer
representatives. Principal competitors include Atlas-Copco, Ingersoll Rand,
Marposs, Glastonbury Gage and Oberg Manufacturing.

     Lunaire/Ling Dynamic Systems (LDS).  Lunaire/LDS is a designer and
manufacturer of technically innovative heat processing systems and turnkey
vibration and environmental test solutions. Lunaire provides sterilizers,
dryers, and isolators to the pharmaceutical and other markets, a broad line of
ovens to the industrial market, and rapid-cycling and steady-state test
equipment, burn-in ovens, and heat transfer systems. Lunaire's principal
competitors include Thermotron and Despatch Industries.

     LDS designs and sells electro-dynamic vibration test systems and related
equipment. Based in Royston, UK, LDS has subsidiaries in the U.S., France, and
Germany and a world-wide network of representatives and distributors who support
the vibration test needs of a growing international customer base. Its markets
include aerospace, automotive, and electronics in addition to education,
research, and laboratory environments. LDS's principal competitors include
Unholtz Dickie and Ling Electronics. Lunaire and LDS market their products
throughout the world through direct sales and distributors.

INTERNATIONAL OPERATIONS

     During 1998, 1999, and 2000, including export sales, approximately 32%, 33%
and 32%, respectively of UDI's sales were to destinations outside the U.S.
Information concerning UDI sales and identifiable assets attributable to each of
UDI's geographic segments is set forth in Note 9 to the UDI consolidated
financial statements and related notes incorporated by reference herein.

RESEARCH AND DEVELOPMENT

     Many of UDI's businesses are involved in on-going research and development
activities. During 2000, UDI spent approximately $29 million on these
activities.

PATENTS

     UDI possesses rights under a number of patents in the U.S., Canada and
Europe and is involved in various licensing arrangements. Although in the
aggregate UDI's patents and licensing agreements are
                                       A-6
<PAGE>   68

important to the operations of UDI's business, UDI does not consider any single
patent or license agreement to be of such importance that its absence would
materially adversely affect UDI's ability to conduct its business as presently
conducted.

RAW MATERIALS

     The principal raw material used in UDI's products is steel. Other
significant materials used in the production of UDI's products include certain
electrical and mechanical components. All such materials and components used are
readily available from a number of sources, and UDI is not dependent on any
single supply source.

ENVIRONMENTAL MATTERS

     UDI's operations and properties are subject to federal, state, local and
foreign regulatory requirements relating to environmental protection. UDI is
engaged in site investigation and/or remediation at numerous sites that it owns
or controls. In addition, UDI has been notified that it is potentially
responsible and has received other notices of potential liability pursuant to
various environmental laws at several non-owned sites. The potential costs
related to these environmental matters and the possible impact on future
operations are uncertain due in part to the complexity of government laws and
regulations and their interpretations, the varying costs and effectiveness of
clean-up technologies, the uncertain level of insurance or other types of
recovery, and the questions regarding the level of UDI's responsibility. There
can be no assurance that potential liabilities and costs related to
environmental matters will not have a material adverse effect on UDI's results
of operations, cash flows or financial position.

EMPLOYEE

     As of March 2001, UDI had approximately 14,000 employees worldwide at over
90 manufacturing locations and had 27 collective bargaining agreements covering
approximately 2,400 employees. UDI believes its relations with its unions and
its employees, both union and non-union, are satisfactory.

SEASONALITY

     Many of UDI's businesses have historically been stronger in the second,
third and fourth quarters than in the first quarter, primarily because of winter
weather conditions impacting the production and sales of their respective
products in the first quarter.

PROPERTIES

     UDI owns and leases plant facilities, offices and warehouses in various
parts of the world. UDI has more than 90 primary operating locations. UDI
believes that UDI's properties and equipment are in good condition, well
maintained and suitable for their intended uses. The location and approximate
size of UDI's 15 largest facilities as of December 31, 2000 are included in the
table below.

<TABLE>
<CAPTION>
LOCATION                                                          UNIT               SQUARE FEET
--------                                                          ----               -----------
<S>                                                    <C>                           <C>
Boppard, Germany.....................................  BOMAG                           720,100
Bennettsville, South Carolina........................  Marley Engineered Products      543,000
Michigan City, Indiana...............................  Weil-McLain                     535,500
Milan, Tennessee.....................................  Door Products                   432,000
Kewanee, Illinois....................................  Compaction America              236,000
Olathe, Kansas.......................................  Marley Cooling Tower            224,800
St. Pauls, North Carolina............................  Mueller Steam Specialty         217,000
Louisville, Kentucky.................................  Marley Cooling Tower            214,800
Delavan, Wisconsin...................................  Waukesha Cherry-Burrell         196,000
Newington, Connecticut...............................  Fenn Manufacturing              190,000
</TABLE>

                                       A-7
<PAGE>   69

<TABLE>
<CAPTION>
LOCATION                                                          UNIT               SQUARE FEET
--------                                                          ----               -----------
<S>                                                    <C>                           <C>
Jeffersontown, Kentucky..............................  Waukesha Cherry-Burrell         185,000
Aarhus, Denmark......................................  Waukesha Cherry-Burrell         185,000
Davenport, Iowa......................................  Marley Pump                     174,000
Beloit, Kansas.......................................  Sunflower                       164,000
Norderstedt, Germany.................................  Bran + Luebbe                   161,000
</TABLE>

---------------
(1)The Bennettsville, South Carolina facility is leased from The Industrial
   Development Corporation of the City of Bennettsville, South Carolina through
   2034.

LEGAL PROCEEDINGS

     UDI and certain of its subsidiaries are involved in a number of pending
legal proceedings in which damages and other relief are sought. Based upon
information presently available to it, UDI is of the opinion that it is unlikely
that any liability, to the extent not provided for through insurance or
otherwise, would have a material adverse effect on the business, results of
operations, cash flows or financial condition of UDI.

     UDI and certain of its subsidiaries have been named along with several
other parties in a number of proceedings arising out of alleged releases or
contributions of hazardous substances into the environment. Those proceedings
include administrative proceedings maintained by federal and state agencies
involving environmental remediation of real property. There can be no assurance
that the liabilities arising from such proceedings will not have a material
adverse effect on the results of operations, cash flows or financial position of
UDI. See "-- Environmental Matters."

     A subsidiary of UDI is also one of many defendants in numerous pending
lawsuits (which include, in many cases, multiple claimants) that seek to recover
damages for alleged personal injury allegedly resulting from exposure to
asbestos-containing products acquired from third parties and included in
products formerly manufactured and sold by the subsidiary. In the opinion of UDI
management and in light of available insurance, none of the proceedings is,
either individually or viewed in connection with all the proceedings, material
to the business or consolidated financial condition of UDI.

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</TEXT>
</DOCUMENT>
