<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>y64752s-3.txt
<DESCRIPTION>SPX CORPORATION
<TEXT>
<PAGE>   1

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 29, 2001

                                                           REGISTRATION NO. 333-

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                       -----------------------------------

                                    FORM S-3
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                       -----------------------------------

                                 SPX CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

          DELAWARE                                          38-1016240
(State or Other Jurisdiction                              (IRS. Employer
             of                                       Identification Number)
      Incorporation or
        Organization)

                       -----------------------------------
                             700 TERRACE POINT DRIVE
                               MUSKEGON, MI 49440

                                 (231) 724-5000

                   (Address, Including Zip Code, and Telephone
                  Number, Including Area Code, of Registrant's

                          Principal Executive Offices)
                       -----------------------------------

                          CHRISTOPHER J. KEARNEY, ESQ.
                       VICE PRESIDENT AND GENERAL COUNSEL
                                 SPX CORPORATION
                             700 TERRACE POINT DRIVE
                               MUSKEGON, MI 49440
                                 (231) 724-5000

            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)
                       -----------------------------------

                                   COPIES TO:
                              STUART GELFOND, ESQ.
                    FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
                               ONE NEW YORK PLAZA
                            NEW YORK, NEW YORK 10004
                                 (212) 859-8000
                       -----------------------------------

         APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this Registration Statement becomes effective.

         If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

         If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]

         If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] _______________

         If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] _______________

         If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. [ ]

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                                       PROPOSED MAXIMUM        PROPOSED MAXIMUM
  TITLE OF EACH CLASS OF          AMOUNT TO BE        OFFERING PRICE PER      AGGREGATE OFFERING        AMOUNT OF
SECURITIES TO BE REGISTERED      REGISTERED(1)(2)         UNIT(1)(2)             PRICE(1)(2)         REGISTRATION FEE
---------------------------      ----------------         ----------             -----------         ----------------
<S>                              <C>                  <C>                     <C>                    <C>
PRIMARY OFFERING:

Debt securities (3) (4)

Common stock, par value
  $10.00 per share (5) (4)

TOTAL                            $1,000,000,000              100%              $1,000,000,000            $250,000
                                 ==============              ===               ==============            ========
</TABLE>


(1)      We will determine the proposed maximum offering price per unit from
         time to time in connection with issuances of securities registered
         hereunder. The proposed maximum aggregate offering price has been
         estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2)      Not applicable pursuant to General Instruction II.D of Form S-3 under
         the Securities Act of 1933.

(3)      There is being registered hereunder an indeterminate principal amount
         of debt securities of our company as may be offered or sold from time
         to time by us. If any debt securities are issued at an original issue
         discount, then the offering price shall be in such greater principal
         amount as shall
<PAGE>   2
         result in net proceeds of $1,000,000,000 to the registrant.

(4)      Includes such indeterminate amount of debt securities and common stock
         of our company as may be issued upon conversion or exchange for any
         other securities registered hereunder that provide for conversion or
         exchange into debt securities or common stock of our company.

(5)      There is being registered hereunder an indeterminate number of shares
         of our common stock as may be sold from time to time by us. This
         includes the associated rights to purchase our Series A Preferred
         Stock. The rights to purchase our Series A Preferred Stock initially
         are attached to and trade with the shares of our common stock being
         registered hereby.

                       ----------------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>   3
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>   4
                  SUBJECT TO COMPLETION, DATED AUGUST 29, 2001

PROSPECTUS

                                 SPX CORPORATION

                                 $1,000,000,000

                                 DEBT SECURITIES

                                  COMMON STOCK

                                   [SPX LOGO]

         We may offer and sell, from time to time, in one or more offerings, any
combination of the debt and equity securities we describe in this prospectus
having a total initial offering price not exceeding $1,000,000,000.

         We will provide the specific terms of these securities in supplements
to this prospectus. This prospectus may not be used to sell securities unless
accompanied by a prospectus supplement. WE URGE YOU TO READ CAREFULLY THIS
PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT, WHICH WILL DESCRIBE THE
SPECIFIC TERMS OF THE SECURITIES OFFERED, BEFORE YOU MAKE YOUR INVESTMENT
DECISION.

         Our common stock trades on the New York Stock Exchange and Pacific
Stock Exchange under the symbol "SPW." On August 27, 2001, the last reported
sale price of our common stock on the NYSE was $117.20. We have not yet
determined whether any of the debt securities offered hereby will be listed on
any exchange or over-the-counter market. If we decide to seek listing of any
such securities, a prospectus supplement relating thereto will identify such
exchange or market.

         INVESTING IN OUR SECURITIES INVOLVES RISKS, SEE "RISK FACTORS"
BEGINNING ON PAGE 4.

                              --------------------

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

                              --------------------



                      The date of this prospectus is , 2001
<PAGE>   5
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                   Page
                                                                                   ----
<S>                                                                                <C>
About this Prospectus.........................................................       1
Where You Can Find More Information...........................................       1
Forward-looking Statements....................................................       2
SPX Corporation...............................................................       3
Risk Factors..................................................................       4
Ratio of Earnings to Fixed Charges............................................      11
Use of Proceeds...............................................................      11
Securities We May Issue.......................................................      12
Description of Debt Securities................................................      16
Description of Common Stock...................................................      29
Plan of Distribution..........................................................      33
Legal Matters.................................................................      34
Experts.......................................................................      34
</TABLE>

                              --------------------


                                       i
<PAGE>   6
                              ABOUT THIS PROSPECTUS

         This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission, which we refer to as the SEC, using the
SEC's shelf registration rules. Under the shelf registration rules, using this
prospectus, together with a prospectus supplement, we may sell from time to
time, in one or more offerings, any of the securities described in this
prospectus having a total initial offering price not exceeding $1,000,000,000.

         In this prospectus:

                  -        "SPX," "the company," "we," "us," and "our" refer to
                           SPX Corporation, a Delaware corporation, and its
                           consolidated subsidiaries, unless the context
                           otherwise requires;

                  -        "UDI" refers to United Dominion Industries Limited
                           and its subsidiaries, all of which are subsidiaries
                           of SPX Corporation, unless the context otherwise
                           requires;

                  -        "February LYONs" refers to our Liquid Yield Option
                           Notes(TM)due 2021 issued in February 2001; and

                  -        "May LYONs" refers to our Liquid Yield Option
                           Notes(TM) due 2021 issued in May 2001.

         This prospectus provides you with a general description of the
securities we may sell. Each time we sell securities under this prospectus, we
will provide a prospectus supplement that will contain specific information
about the terms of that offering. The prospectus supplement may also add, update
or change information contained in this prospectus. Market information is
generally based on company estimates and not third party sources. You should
read this prospectus, the applicable prospectus supplement and the additional
information described below under "Where You Can Find More Information" before
making an investment decision.

                      WHERE YOU CAN FIND MORE INFORMATION

         We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any reports, statements or
other information we file with the SEC at its public reference rooms at 450
Fifth Street, N.W., Washington, D.C. 20549, 7 World Trade Center, Suite 1300,
New York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Please call the SEC at 1-800-SEC-0330 for further information on
the public reference rooms. Our filings are also available to the public on the
Internet, through a database maintained by the SEC at http://www.sec.gov. In
addition, you can inspect and copy our reports, statements and other information
at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York,
New York 10005 or at the offices of the Pacific Stock Exchange, 301 Pine Street,
San Francisco, California 94104.

         We filed a registration statement on Form S-3 to register with the SEC
the securities described in this prospectus. This prospectus is part of that
registration statement. As permitted by SEC rules, this prospectus does not
contain all the information contained in the registration statement or the
exhibits to the registration statement. You may refer to the registration
statement and accompanying exhibits for more information about us and our
securities.

         The SEC allows us to incorporate by reference into this document the
information we filed with it. This means that we can disclose important
business, financial and other information to you by referring you to other
documents separately filed with the SEC. All information incorporated by
reference is part of this document, unless and until that information is updated
and superseded by the information contained in this document or any information
subsequently incorporated by reference.

         We incorporate by reference the documents listed below:

         1.       Our annual report on Form 10-K/A for the fiscal year ended
                  December 31, 2000;


                                       1
<PAGE>   7
         2.       Our quarterly reports on Forms 10-Q for the fiscal quarters
                  ended March 31, 2001 and June 30, 2001;

         3.       Our current reports on Form 8-K filed on March 12, 2001, April
                  12, 2001, April 13, 2001, May 8, 2001 and June 7, 2001 and on
                  Form 8K/A filed on August 6, 2001; and

         4.       Our Definitive Proxy Statement on Schedule 14A filed on March
                  27, 2001.

         You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:

                             Investor Relations
                             SPX Corporations
                             700 Terrace Point Drive
                             Muskegon, Michigan  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.

         We also incorporate by reference all future filings we make with the
SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act
of 1934 on or (i) after the date of the filing of the registration statement
containing this prospectus and prior to the effectiveness of such registration
statement and (ii) after the date of this prospectus and prior to the closing of
the offering made hereby. Such documents will become a part of this prospectus
from the date that the documents are filed with the SEC.

         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 address or website specified above.

         You should rely only on the information contained or incorporated by
reference in this prospectus and any prospectus supplement. We have not
authorized any other person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on
it. We are not making an offer to sell these securities in any jurisdiction
where the offer and sale is not permitted. You should assume that the
information appearing or incorporated by reference in this prospectus is
accurate only as of the date of the documents containing the information. Our
business, financial condition, results of operation and prospects may have
changed since that date.

                           FORWARD-LOOKING STATEMENTS

         Some of the statements 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 acquisitions,
including the acquisition of UDI, 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 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
prospectus and the applicable prospectus supplement, "Other Matters" in
"Management's Discussion and Analysis of Results of Operations and Financial


                                       2
<PAGE>   8
Condition" in our Forms 10-Q for the fiscal quarters ended March 31, 2001 and
June 30, 2001 (incorporated by reference in this prospectus) 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) and similar sections in our
future filings which we 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.

                                SPX CORPORATION

         We are a global provider of technical products and systems, industrial
products and services, flow technology and service solutions. We offer a
diversified collection of products that includes networking and switching
products, fire detection and building life-safety products, TV and radio
broadcast antennas and towers, life science products and services, transformers,
compaction equipment, high-integrity castings, dock products and systems,
cooling towers, air filtration products, valves, back-flow protection devices
and fluid handling, metering and mixing solutions. 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.

         On May 24, 2001, we completed the acquisition of United Dominion
Industries Limited ("UDI") in an all-stock transaction valued at $1,066.9
million. A total of 9.385 million shares were issued (3.890 million from
treasury) to complete the transaction. We also assumed or refinanced $884.1
million of UDI debt bringing the total transaction value to $1,951.0 million.
UDI manufactured proprietary engineered and flow technology products primarily
for industrial and commercial markets worldwide. UDI, which had sales of
$2,366.2 million in 2000, is included in our financial statements beginning May
25, 2001 and is represented in the description of the company above.

         Our company is a Delaware corporation. Our principal executive offices
are located at 700 Terrace Point Drive, Muskegon, Michigan 49440, and our
telephone number is (231) 724-5000.


                                       3
<PAGE>   9
                                  RISK FACTORS

         You should carefully consider the risks described below before making a
decision to invest in our securities. Some of the following factors relate
principally to our business and the industry in which we operate. Other factors
relate principally to your investment in our securities. The risks and
uncertainties described below are not the only ones facing our company.
Additional risks and uncertainties not presently known to us or that we
currently deem immaterial may also adversely affect our business and operations.

         If any of the matters included in the following risks were to occur,
our business, financial condition, results of operations, cash flows or
prospects could be materially adversely affected. In such case, the trading
price of our common stock could decline and you could lose all or part of your
investment.

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

         At June 30, 2001, we had approximately $2,513.2 million in total
indebtedness. At such date, we had $534.0 million of available borrowing
capacity under our revolving senior credit facility after giving effect to $66.0
million reserved for letters of credit outstanding which reduce the availability
under our revolving senior credit facility. In addition, at June 30, 2001, our
cash balance was $360.3 million. For a description of our indebtedness, please
see "Management's Discussion and Analysis of Results of Operations and Financial
Condition" in our quarterly reports on Forms 10-Q for the fiscal quarters ended
March 31, 2001 and June 30, 2001 and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in our annual report on Form
10-K/A for the fiscal year ended December 31, 2000 and any future Forms 10-Q and
10-K which we file, which are incorporated by reference in this prospectus.
Subject to certain restrictions set forth in the senior credit facility, we may
incur additional indebtedness in the future, including indebtedness incurred to
finance, or which is assumed in connection with, acquisitions. We may in the
future renegotiate or refinance our senior credit facility with agreements that
have different or more stringent terms or split our senior credit facility into
two or more facilities with different terms. 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;

                  -        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


                                       4
<PAGE>   10
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 or may 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 or may contain additional affirmative and negative covenants.
All of these restrictions could affect our ability to operate our business and
may limit our ability to take advantage of potential business opportunities such
as acquisitions 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 February 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.

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

         As part of our business strategy, we evaluate potential acquisitions in
the ordinary course. In 2000, we made 21 acquisitions of businesses for an
aggregate price of approximately $226.8 million. Excluding the UDI acquisition,
in the first half of 2001, we made nine acquisitions of businesses for an
aggregate purchase price of approximately $130.8 million. Our past acquisitions,
particularly the acquisition of UDI which had sales of approximately $2,366.2
million for the year ended December 31, 2000, and any potential future
acquisitions, involve a number of risks and present financial, managerial and
operational challenges, including:

                  -        adverse effects on our reported operating results due
                           to charges to earnings and 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.


                                       5
<PAGE>   11
         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 which 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, significantly dilute our existing stockholders.

WE MAY NOT ACHIEVE THE EXPECTED COST SAVINGS AND OTHER BENEFITS OF OUR
ACQUISITIONS, INCLUDING UDI.

         As a result of our acquisitions, including the acquisition of UDI, we
incur integration expenses for the incremental costs to exit and consolidate
activities, to involuntarily terminate employees, and for other costs to
integrate operating locations and other activities of these companies with SPX.
Generally accepted accounting principles require that these acquisition
integration expenses, which are not associated with the generation of future
revenues and have no future economic benefit, be reflected as assumed
liabilities in the allocation of the purchase price to the net assets acquired.
On the other hand, these same principles require that acquisition integration
expenses associated with integrating SPX operations into locations of the
acquired company's must be recorded as expense. Accordingly, these expenses are
not included in the allocation of purchase price of the company acquired. 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.

         We believe our anticipated savings from the cost reduction and
integration actions associated with the UDI acquisition should exceed $100.0
million on an annualized basis. Our current integration plan focuses on three
key areas of cost savings: (1) manufacturing process and supply chain
rationalization, including plant closings, (2) elimination of redundant
administrative overhead and support activities, and (3) restructuring and
repositioning sales and marketing organizations to eliminate redundancies in
these activities. 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.

WE MAY NOT BE ABLE TO CONSUMMATE ACQUISITIONS AT OUR PRIOR RATE WHICH COULD
NEGATIVELY IMPACT US.

         We may not be able to consummate acquisitions at similar rates to our
past acquisition rates, which could materially impact our growth rate, results
of operations and stock price. Our ability to continue to achieve our goals may
depend upon our ability to identify and successfully acquire companies,
businesses and product lines, to effectively integrate these businesses and
achieve cost effectiveness. We may also need to raise additional funds to
consummate these acquisitions.

OUR DEBT SECURITIES WILL BE STRUCTURALLY SUBORDINATED. THIS MAY AFFECT YOUR
ABILITY TO RECEIVE PAYMENTS ON OUR DEBT SECURITIES.

         We conduct all of our operations through our subsidiaries. As a result,
our cash flow and our ability to service our debt, including any debt securities
that we may issue, 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. Other than
any subsidiaries which may become guarantors of any debt securities offered
hereby, our subsidiaries will have no obligation to pay any amounts due on any
debt securities 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.


                                       6
<PAGE>   12
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 its
liquidation or reorganization, and, as a result, the right of the holders of our
debt securities to participate in those assets, is effectively subordinated to
the claims of that subsidiary's creditors, including trade creditors. Our debt
securities may not limit the ability of our subsidiaries to incur additional
indebtedness or incur other obligations. In particular, substantially all of our
subsidiaries guarantee all of our obligations under our senior credit facility
and are obligated under a substantial portion of our other indebtedness (other
than the February LYONs and May LYONs). 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 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 construction and infrastructure markets which influence our
Industrial Products and Services segment, the telecommunications networks and
building construction industries which influence our Technical Products and
Systems segment, and process equipment, chemical and petrochemical markets which
influence our Flow Technology 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
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. Consistent with most multi-industry, capital goods
companies, our businesses have been impacted in 2001 by the soft economic
conditions. There can be no assurance that the economic downturn will not worsen
or that we will be able to sustain existing or create additional cost reductions
to offset economic conditions.

         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 June 30, 2001, we had goodwill and intangible assets of
approximately $2,546.0 million and shareholders' equity of approximately
$1,617.0 million. 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


                                       7
<PAGE>   13
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 and accordingly require us to take
a charge to write off a portion of our goodwill.

         On July 20, 2001 the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 141 "Business Combinations"
("SFAS 141") and Statement of Financial Accounting Standards No. 142 "Goodwill
and Other Intangible Assets" ("SFAS 142"). We will adopt SFAS 141 and SFAS 142
for our fiscal year beginning on January 1, 2002. We are currently evaluating
the provisions of SFAS 141 and SFAS 142 and the impact that adoption will have
on our financial position and results of operations.

WE ARE SUBJECT TO ENVIRONMENTAL AND SIMILAR LAWS AND POTENTIAL LIABILITY
RELATING TO CERTAIN CLAIMS, COMPLAINTS AND PROCEEDINGS, INCLUDING THOSE RELATING
TO ENVIRONMENTAL AND OTHER MATTERS, ARISING IN THE ORDINARY COURSE OF BUSINESS.

         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.

         Numerous claims, complaints and proceedings arising in the ordinary
course of business, including but not limited to those relating to environmental
matters, competitive issues, contract issues, intellectual property matters,
personal injury and product liability claims, and workers' compensation have
been filed or are pending against us and certain of our subsidiaries. We have
insurance and indemnification for a portion of such items. In our opinion, these
matters are individually or in the aggregate either without merit or are of a
kind as should not have a material adverse effect on our financial position,
results of operations, or cash flows if disposed of unfavorably. However, there
can be no assurance that recoveries for insurance and indemnification will be
available or that any such claims or other matters could not have a material
adverse effect on our financial position, results of operations or cash flows.
Additionally, in connection with our acquisitions, we may become subject to
significant claims of which we were unaware at the time of the acquisition or
the claims that we were aware of may result in our incurring a significantly
greater liability than we anticipated.

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 August 27, 2001, Inrange's market
capitalization was approximately $817,847.1 million on such date. Inrange is a
high technology company and is subject to additional and different risks, and
its public equity 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:


                                       8
<PAGE>   14
                  -        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 one
                           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 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.

         In 2000, on a pro forma basis for our acquisition of UDI, approximately
27% of our sales were international, including export sales. In addition, in
2000, approximately 40% of Inrange's sales were international, including export
sales. We are seeking to increase our sales outside the United States. 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;


                                       9
<PAGE>   15
                  -        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.

FUTURE INCREASES IN THE NUMBER OF SHARES OF OUR OUTSTANDING COMMON STOCK COULD
ADVERSELY AFFECT OUR COMMON STOCK PRICE OR DILUTE OUR EARNINGS PER SHARE.

         Sales of a substantial number of shares of common stock into the public
market, or the perception that these sales could occur, could have a material
adverse effect on our stock price. If certain conditions are met, the February
LYONs and May LYONs could be converted into shares of our common stock. The
shares covered by the February LYONs have been registered under the Securities
Act and the shares under the May LYONs will be covered by a registration
statement. Subject to adjustment, the February LYONs and May LYONs could be
converted into an aggregate of 6,624,540 shares of common stock. In addition, as
of June 30, 2001, approximately 8,778,229 shares of our common stock are
issuable upon exercise of outstanding stock options by employees and
non-employee directors. Under our employee stock option plan and non-employee
director stock option plan, approximately 5,845,821 shares of our common stock
are reserved for future issuance of additional options and shares under these
plans. Additionally, we may issue a significant number of additional shares in
connection with our acquisitions. We have also filed a shelf registration
statement for 4,300,000 shares of common stock which may be issued in
acquisitions. Any such additional shares could also have a dilutive effect on
our earnings per share.

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 Common Stock."


                                       10





<PAGE>   16
                       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 six months ended June 30, 2000 and 2001.

<TABLE>
<CAPTION>
                                                                                                       SIX MONTHS ENDED
                                                              FISCAL YEAR ENDED DECEMBER 31,               JUNE 30,
                                                          ----------------------------------------     ----------------
                                                          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      3.9        2.5
</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 $42.0 million.

                                 USE OF PROCEEDS

         Unless indicated otherwise in the applicable prospectus supplement, we
expect to use the net proceeds from the sale of our securities for general
corporate purposes, including, but not limited to, repayment or refinancing of
borrowings, working capital, capital expenditures, acquisitions and the
repurchase of our common stock. Additional information on the use of net
proceeds from the sale of securities offered by this prospectus may be set forth
in the applicable prospectus supplement relating to such offering.


                                       11
<PAGE>   17
                             SECURITIES WE MAY ISSUE

OVERVIEW

         This prospectus describes the securities we may issue from time to
time. The remainder of this section provides some background information about
the manner in which the securities may be held, then describes the terms of the
two basic categories of securities:

                  -        our debt securities, which may be senior or
                           subordinated; and

                  -        our common stock.

PROSPECTUS SUPPLEMENTS

         This prospectus provides you with a general description of the
securities we may offer. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add to or change information
contained in this prospectus. If so, the prospectus supplement should be read as
superseding this prospectus. You should read both this prospectus and any
prospectus supplement together with additional information described under the
heading "Where You Can Find More Information."

         The applicable prospectus supplement to be attached to the front of
this prospectus will describe the terms of any securities that we offer and any
initial offering price to the public in that offering, the purchase price and
net proceeds that we will receive and the other specific terms related to our
offering of the securities. For more details on the terms of the securities, you
should read the exhibits filed with our registration statement, of which this
prospectus is a part.

LEGAL OWNERSHIP OF SECURITIES

     HOLDERS OF SECURITIES

         BOOK-ENTRY HOLDERS. We will issue debt securities in book-entry form
only, unless we specify otherwise in the applicable prospectus supplement. We
may issue shares of common stock in book-entry form. If securities are issued in
book-entry form, this means the securities will be represented by one or more
global securities registered in the name of a financial institution that holds
them as depositary on behalf of other financial institutions that participate in
the depositary's book-entry system. These participating institutions, in turn,
hold beneficial interests in the securities on behalf of themselves or their
customers.

         We will only recognize the person in whose name a security is
registered as the holder of that security. Consequently, for securities issued
in global form, we will recognize only the depositary as the holder of the
securities and all payments on the securities will be made to the depositary.
The depositary passes along the payments it receives to its participants, which
in turn pass the payments along to their customers who are the beneficial
owners. The depositary and its participants do so under agreements they have
made with one another or with their customers; they are not obligated to do so
under the terms of the securities.

         As a result, investors will not own securities directly. Instead, they
will own beneficial interests in a global security, through a bank, broker or
other financial institution that participates in the depositary's book-entry
system or holds an interest through a participant. As long as the securities are
issued in global form, investors will be indirect holders, and not holders, of
the securities.

         STREET NAME HOLDERS. In the future, we may terminate a global security
or issue securities initially in non-global form. In these cases, investors may
choose to hold their securities in their own names or in "street name."
Securities held by an investor in street name would be registered in the name of
a bank, broker or other financial institution that the investor chooses, and the
investor would hold only a beneficial interest in those securities through an
account he or she maintains at that institution.


                                       12
<PAGE>   18
         For securities held in street name, we will recognize only the
intermediary banks, brokers and other financial institutions in whose names the
securities are registered as the holders of those securities and all payments on
those securities will be made to them. These institutions pass along the
payments they receive to their customers who are the beneficial owners, but only
because they agree to do so in their customer agreements or because they are
legally required to do so. Investors who hold securities in street name will be
indirect holders, not holders, of those securities.

         LEGAL HOLDERS. We, and any third parties employed by us or acting on
your behalf, such as trustees, depositories and transfer agents, are obligated
only to the legal holders of the securities. We do not have obligations to
investors who hold beneficial interests in global securities, in street name or
by any other indirect means. This will be the case whether an investor chooses
to be an indirect holder of a security or has no choice because we are issuing
the securities only in global form.

         For example, once we make a payment or give a notice to the legal
holder, we have no further responsibility for the payment or notice even if that
legal holder is required, under agreements with depositary participants or
customers or by law, to pass it along to the indirect holders but does not do
so. Similarly, if we want to obtain the approval of the holders for any purpose
(for example, to amend an indenture or to relieve ourselves of the consequences
of a default or of our obligation to comply with a particular provision of the
indenture), we would seek the approval only from the legal holders, and not the
indirect holders, of the securities. Whether and how the legal holders contact
the indirect holders is up to the legal holders.

         When we refer to you, we mean those who invest in the securities being
offered by this prospectus, whether they are the legal holders or only indirect
holders of those securities. When we refer to your securities, we mean the
securities in which you hold a direct or indirect interest.

         SPECIAL CONSIDERATIONS FOR INDIRECT HOLDERS. If you hold securities
through a bank, broker or other financial institution, either in book-entry form
or in street name, you should check with your own institution to find out:

                  -        how it handles securities payments and notices;

                  -        whether it imposes fees or charges;

                  -        how it would handle a request for the holders'
                           consent, if ever required;

                  -        whether and how you can instruct it to send you
                           securities registered in your own name so you can be
                           a legal holder, if that is permitted in the future;

                  -        how it would exercise rights under the securities if
                           there were a default or other event triggering the
                           need for holders to act to protect their interests;
                           and

                  -        if the securities are in book-entry form, how the
                           depositary's rules and procedures will affect these
                           matters.

GLOBAL SECURITIES

         WHAT IS A GLOBAL SECURITY? A global security represents one or any
other number of individual securities. Generally, all securities represented by
the same global securities will have the same terms. We may, however, issue a
global security that represents multiple securities that have different terms
and are issued at different times. We call this kind of global security a master
global security.

         Each security issued in book-entry form will be represented by a global
security that we deposit with and register in the name of a financial
institution that we select or its nominee. The financial institution that is
selected for this purpose is called the depositary. Unless we specify otherwise
in the applicable prospectus supplement, The Depository Trust Company, New York,
New York, known as DTC, will be the depositary for all securities issued in
book-entry form. Beneficial interests in global securities will be shown on, and
transfers of global securities will be reflected through, records maintained by
DTC and its participants.


                                       13
<PAGE>   19
         A global security may not be transferred to or registered in the name
of anyone other than the depositary or its nominee, unless special termination
situations arise or as otherwise described in the prospectus supplement. We
describe those situations below under "-- Special Situations When a Global
Security Will Be Terminated." As a result of these arrangements, the depositary,
or its nominee, will be the sole registered owner and holder of all securities
represented by a global security, and investors will be permitted to own only
beneficial interests in a global security. Beneficial interests must be held by
means of an account with a broker, bank or other financial institution that in
turn has an account with the depositary or with another institution that does.
Thus, an investor whose security is represented by a global security will not be
a holder of the security, but only an indirect holder of a beneficial interest
in the global security.

         SPECIAL CONSIDERATIONS FOR GLOBAL SECURITIES. As an indirect holder, an
investor's rights relating to a global security will be governed by the account
rules of the investor's financial institution and of the depositary, as well as
general laws relating to securities transfers. We do not recognize this type of
investor as a holder of securities and instead will deal only with the
depositary that holds the global security.

         If securities are issued only in the form of a global security, an
investor should be aware of the following:

                  -        An investor cannot cause the securities to be
                           registered in his or her name, and cannot obtain
                           physical certificates for his or her interest in the
                           securities, except in the special situations we
                           describe below.

                  -        An investor will be an indirect holder and must look
                           to his or her own bank or broker for payments on the
                           securities and protection of his or her legal rights
                           relating to the securities, as we describe under "--
                           Holders of Securities" above.

                  -        An investor may not be able to sell interests in the
                           securities to some insurance companies and to other
                           institutions that are required by law to own their
                           securities in non-book-entry form.

                  -        An investor may not be able to pledge his or her
                           interest in a global security in circumstances where
                           certificates representing the securities must be
                           delivered to the lender or other beneficiary of the
                           pledge in order for the pledge to be effective.

                  -        The depositary's policies, which may change from time
                           to time, will govern payments, transfers, exchanges
                           and other matters relating to an investor's interest
                           in a global security. Neither we nor any third
                           parties employed by us or acting on your behalf, such
                           as trustees and transfer agents, have any
                           responsibility for any aspect of the depositary's
                           actions or for its records of ownership interests in
                           a global security. We and the trustee do not
                           supervise the depositary in any way.

                  -        DTC requires that those who purchase and sell
                           interests in a global security within its book-entry
                           system use immediately available funds and your
                           broker or bank may require you to do so as well.

                  -        Financial institutions that participate in the
                           depositary's book-entry system, and through which an
                           investor holds its interest in a global security, may
                           also have their own policies affecting payments,
                           notices and other matters relating to the security.
                           There may be more than one financial intermediary in
                           the chain of ownership for an investor. We do not
                           monitor and are not responsible for the actions of
                           any of those intermediaries.

         SPECIAL SITUATIONS WHEN A GLOBAL SECURITY WILL BE TERMINATED. In a few
special situations described below, a global security will be terminated and
interests in it will be exchanged for certificates in non-global form
representing the securities it represented. After that exchange, the choice of
whether to hold the securities directly or in street name will be up to the
investor. Investors must consult their own banks or brokers to find out how to
have their interests in a global security transferred on termination to


                                       14
<PAGE>   20
their own names, so that they will be holders. We have described the rights of
holders and street name investors above under "-- Holders of Securities."

         The special situations for termination of a global security are as
follows:

                  -        if the depositary notifies us that it is unwilling,
                           unable or no longer qualified to continue as
                           depositary for that global security and we do not
                           appoint another institution to act as depositary
                           within a specified time period; or

                  -        if we elect to terminate that global security.

         The applicable prospectus supplement may also list additional
situations for terminating a global security that would apply to a particular
series of securities covered by the applicable prospectus supplement. If a
global security is terminated, only the depositary is responsible for deciding
the names of the institutions in whose names the securities represented by the
global security will be registered and, therefore, who will be the holders of
those securities.



                                       15
<PAGE>   21
                         DESCRIPTION OF DEBT SECURITIES

         We may issue debt securities from time to time in one or more distinct
series. This section summarizes the material terms of our senior or subordinated
debt securities that are common to all series. Most of the financial and other
terms of any series of debt securities that we offer will be described in the
prospectus supplement to be attached to the front of this prospectus.

         As required by U.S. federal law for all bonds and notes of companies
that are publicly offered, the debt securities will be governed by a document
called an "indenture." An indenture is a contract between us and a financial
institution, in this case, The Chase Manhattan Bank, acting as trustee on your
behalf. The indenture will be subject to and governed by the Trust Indenture Act
of 1939. The trustee has two main roles:

                  -        First, subject to some limitations, the trustee can
                           enforce your rights against us if we default.

                  -        Second, the trustee performs certain administrative
                           duties for us, which include sending you interest
                           payments and notices.

         Because we may issue both senior debt securities and subordinated debt
securities, our references to the indenture are to each of the senior indenture
and the subordinated indenture, unless the context requires otherwise. In this
section, we refer to these indentures collectively as the "indentures."

         Because this section is a summary of the material terms of the
indentures, it does not describe every aspect of the debt securities. We urge
you to read the indentures because they, and not this description, define your
rights as a holder of debt securities. Some of the definitions are repeated in
this prospectus, but for the rest you will need to read the indentures. We have
filed the forms of the indentures as exhibits to a registration statement that
we have filed with the SEC, of which this prospectus is a part. See "Where You
Can Find More Information," for information on how to obtain copies of the
indentures. The indentures are subject to any amendments or supplements as we
may enter into from time to time which are permitted under the indenture.

GENERAL

         The debt securities will be unsecured obligations of our company. The
senior debt securities will rank equally with all of our other unsecured and
unsubordinated indebtedness. The subordinated debt securities will be
subordinate and junior in right of payment to all our existing and future senior
indebtedness, as defined below.

         Our debt securities are effectively subordinated to all existing and
future indebtedness and other liabilities (including trade payables and capital
lease obligations) of any of our subsidiaries. This may affect your ability to
receive payments on our debt securities. See "Risk Factors--Our debt securities
will be structurally subordinated. This may affect your ability to receive
payments on our debt securities."

         You should read the prospectus supplement for the following terms of
the series of debt securities offered by the prospectus supplement:

                  -        The title of the debt securities and whether the debt
                           securities will be senior debt securities or
                           subordinated debt securities.

                  -        The aggregate principal amount of the debt
                           securities, the percentage of their principal amount
                           at which the debt securities will be issued and the
                           date or dates when the principal of the debt
                           securities will be payable or how those dates will be
                           determined.


                                       16
<PAGE>   22
                  -        The interest rate or rates, which may be fixed or
                           variable, that the debt securities will bear, if any,
                           and how the rate or rates will be determined.

                  -        The security, if any, which may secure any debt
                           securities.

                  -        The date or dates from which any interest will accrue
                           or how the date or dates will be determined, the date
                           or dates on which any interest will be payable, any
                           regular record dates for these payments or how these
                           dates will be determined and the basis on which any
                           interest will be calculated, if other than on the
                           basis of a 360-day year of twelve 30-day months.

                  -        The place or places, if any, other than or in
                           addition to New York City, of payment, transfer,
                           conversion and exchange of the debt securities and
                           where notices or demands to or upon us in respect of
                           the debt securities may be served.

                  -        Any optional redemption provisions.

                  -        Any sinking fund or other provisions that would
                           obligate us to repurchase or redeem the debt
                           securities.

                  -        Whether the amount of payments of principal of, or
                           premium, if any, or interest on the debt securities
                           will be determined with reference to an index,
                           formula or other method, which could be based on one
                           or more commodities, equity indices or other indices,
                           and how these amounts will be determined.

                  -        Any changes or additions to the events of default
                           under the applicable indenture or our covenants,
                           including additions of any restrictive covenants,
                           with respect to the debt securities.

                  -        If not the principal amount of the debt securities,
                           the portion of the principal amount that will be
                           payable upon acceleration of the maturity of the debt
                           securities or how that portion will be determined.

                  -        Any changes or additions to the provisions concerning
                           defeasance and covenant defeasance contained in the
                           applicable indenture that will apply to the debt
                           securities.

                  -        Any provisions granting special rights to the holders
                           of the debt securities upon the occurrence of
                           specified events.

                  -        If other than the trustee, the name of any paying
                           agent, security registrar and transfer agent for the
                           debt securities.

                  -        If the debt securities are not to be issued in
                           book-entry form only and held by The Depositary Trust
                           Company, as depositary, the form of such debt
                           securities, including whether such debt securities
                           are to be issuable in permanent or temporary global
                           form, as registered securities, bearer securities or
                           both, any restrictions on the offer, sale or delivery
                           of bearer securities and the terms, if any, upon
                           which bearer securities of the series may be
                           exchanged for registered securities of the series and
                           vice versa, if permitted by applicable law and
                           regulations.

                  -        If other than U.S. dollars, the currency or
                           currencies of such debt securities.

                  -        The person to whom any interest in a debt security
                           will be payable, if other than the registered holder
                           at the close of business on the regular record date.

                  -        The denomination or denominations that the debt
                           securities will be issued, if other than
                           denominations of $1,000 or any integral multiples in
                           the case of the registered securities and $5,000 or
                           any integral multiples in the case of the bearer
                           securities.


                                       17
<PAGE>   23
                  -        Whether such debt securities will be convertible into
                           or exchangeable for any other securities or property
                           and, if so, the terms and conditions upon which such
                           debt securities will be so convertible or
                           exchangeable.

                  -        A discussion of federal income tax, accounting and
                           other special considerations, procedures and
                           limitations with respect to the debt securities.

                  -        Whether and under what circumstances we will pay
                           additional amounts to non-U.S. holders in respect of
                           any tax assessment or government charge, and, if so,
                           whether we will have the option to redeem the debt
                           securities rather than pay such additional amounts.

                  -        Whether payment of any amounts due under the
                           applicable indenture will be guaranteed by one or
                           more of our subsidiaries.

                  -        Any other terms of the debt securities that are
                           consistent with the provisions of the indenture.

         For purposes of this prospectus, any reference to the payment of
principal of, premium or interest, if any, on debt securities will include
additional amounts if required by the terms of such debt securities.

         The indentures do not limit the amount of debt securities that we are
authorized to issue from time to time. The indentures also provide that there
may be more than one trustee thereunder, each for one or more series of debt
securities. At a time when two or more trustees are acting under the indenture,
each with respect to only certain series, the term "debt securities" means the
series of debt securities for which each respective trustee is acting. If there
is more than one trustee under the indenture, the powers and trust obligations
of each trustee will apply only to the debt securities for which it is trustee.
If two or more trustees are acting under the indenture, then the debt securities
for which each trustee is acting would be treated as if issued under separate
indentures.

         We may issue debt securities with terms different from those of debt
securities that may already have been issued. Without the consent of the holders
thereof, we may reopen a previous issue of a series of debt securities and issue
additional debt securities of that series without limit unless the reopening was
restricted when that series was created.

         There is no requirement that we issue debt securities in the future
under any indenture, and we may use other indentures or documentation,
containing materially different provisions in connection with future issues of
other debt securities.

         We may issue the debt securities as original issue discount securities,
which are debt securities, including any zero-coupon debt securities, that are
issued and sold at a discount from their stated principal amount. Original issue
discount securities provide that, upon acceleration of their maturity, an amount
less than their principal amount will become due and payable. We will describe
the U.S. federal income tax consequences and other considerations applicable to
original issue discount securities in any prospectus supplement relating to
them.

         In addition, special United States federal income tax considerations or
other restrictions or other terms applicable to any debt securities offered
exclusively to foreigners or denominated in a currency other than U.S. dollars
may also be set forth in the prospectus supplement, if applicable.

CONVERSION AND EXCHANGE

         If any debt securities are convertible into or exchangeable for other
securities, the prospectus supplement will explain the terms and conditions of
such conversion or exchange, including:

                  -        the conversion price or exchange ratio, or the
                           calculation method for such price or ratio;

                  -        the conversion or exchange period, or how such period
                           will be determined;


                                       18
<PAGE>   24
                  -        if conversion or exchange will be mandatory or at the
                           option of the holder or our company;

                  -        provisions for adjustment of the conversion price or
                           the exchange ratio; and

                  -        provisions affecting conversion or exchange in the
                           event of the redemption of the debt securities.

         Such terms may also include provisions under which the number or amount
of other securities to be received by the holders of such debt securities upon
conversion or exchange would be calculated according to the market price of such
other securities as of a time stated in the prospectus supplement.

ADDITIONAL MECHANICS

     FORM, EXCHANGE AND TRANSFER

         The debt securities will be issued:

                  -        as registered securities; or

                  -        as bearer securities with interest coupons attached,
                           unless otherwise stated in the prospectus supplement;
                           however, the debt securities will not be bearer
                           securities unless otherwise stated in the prospectus
                           supplement; or

                  -        in global form, see "Securities We May Issue --
                           Global Securities;" or

                  -        in denominations that are integral multiples of
                           $1,000, in the case of registered securities, and in
                           integral multiples of $5,000, in the case of bearer
                           securities.

         You may have your registered securities divided into registered
securities of smaller denominations or combined into registered securities of
larger denominations, as long as the total principal amount is not changed. This
is called an "exchange."

         You may exchange or transfer registered securities of a series at the
office of the trustee in New York City. That office is currently located at The
Chase Manhattan Bank, 450 West 33rd Street, New York, New York 10001, Attn:
Institutional Trust Services. The trustee maintains the list of registered
holders and acts as our agent for registering debt securities in the names of
holders and transferring debt securities. However, we may appoint another
trustee to act as our agent or act as our own agent. If provided in the
prospectus supplement, you may exchange your bearer securities for registered
securities of the same series so long as the total principal amount is not
changed. Unless otherwise specified in the prospectus supplement, bearer
securities will not be issued in exchange for registered securities.

         You will not be required to pay a service charge to transfer or
exchange debt securities, but you may be required to pay for any tax or other
governmental charge associated with the exchange or transfer. The transfer or
exchange will only be made if the transfer agent is satisfied with your proof of
ownership.

         If we designate additional transfer agents, they will be named in the
prospectus supplement. We may cancel the designation of any particular transfer
agent. We may also approve a change in the office through which any transfer
agent acts.

         If the debt securities are redeemable and we redeem less than all of
the debt securities of a particular series, we may refuse any transfer or
exchange of debt securities for 15 days before the day we mail the notice of
redemption or publish such notice (in the case of bearer securities) and ending
on the day of that mailing or publication in order to freeze the list of holders
to prepare the mailing. At our option, we may mail or publish such notice of
redemption through an electronic medium. We may also refuse to register
transfers or exchanges of debt securities selected for redemption, except that
we will continue to permit transfers and exchanges of the unredeemed portion of
any debt security being partially redeemed.

     PAYING AND PAYING AGENTS


                                       19
<PAGE>   25
         If you are a holder of registered securities, we will pay interest to
you if you are a direct holder in the list of registered holders at the close of
business on a particular day in advance of each due date for interest, even if
you no longer own the security on the interest due date. That particular time
and day, usually about two weeks in advance of the interest due date, is called
the "Regular Record Date" and is stated in the prospectus supplement. Holders
buying and selling debt securities must work out between them how to compensate
for the fact that we will pay all the interest for an interest period to the one
who is the registered holder on the Regular Record Date. The most common manner
is to adjust the sales price of the debt securities to prorate interest fairly
between buyer and seller. This prorated interest amount is called "accrued
interest."

         With respect to registered securities, we will pay interest, principal
and any other money due on the debt securities at the corporate trust office of
the trustee in New York City. That office is currently located at The Chase
Manhattan Bank, 450 West 33rd Street, New York, New York 10001, Attn:
Institutional Trust Services. You must make arrangements to have your payments
picked up at or wired from that office. We may also choose to pay interest by
mailing checks or making wire transfers.

         "STREET NAME" AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR
BROKERS FOR INFORMATION ON HOW THEY WILL RECEIVE PAYMENTS.

         If bearer securities are issued, unless otherwise provided in the
prospectus supplement, we will maintain an office or agency outside the United
States for the payment of all amounts due on the bearer securities. If debt
securities are listed on the Luxembourg Stock Exchange or any other stock
exchange located outside the United States, we will maintain an office or agency
for such debt securities in any city located outside the United States required
by such stock exchange. The initial locations of such offices and agencies will
be specified in the prospectus supplement. Unless otherwise provided in the
prospectus supplement, payment of interest on any bearer securities on or before
maturity will be made only against surrender of coupons for such interest
installments as they mature. Unless otherwise provided in the prospectus
supplement, no payment with respect to any bearer security will be made at any
office or agency of our company in the United States or by check mailed to any
address in the United States or by transfer to an account maintained with a bank
located in the United States. Notwithstanding the foregoing, payments of
principal, premium and interest, if any, on bearer securities payable in U.S.
dollars will be made at the office of our paying agent in The City of New York
if (but only if) payment of the full amount in U.S. dollars at all offices or
agencies outside the United States is illegal or effectively precluded by
exchange controls or other similar restrictions.

         Regardless of who acts as the paying agent, all money paid by us to a
paying agent that remains unclaimed at the end of two years after the amount is
due to registered holders will be repaid to us. After that two-year period, you
may look only to us for payment and not to the trustee, any other paying agent
or anyone else.

         We may also arrange for additional payment offices, and may cancel or
change these offices, including our use of the trustee's corporate trust office.
We may also choose to act as our own paying agent. We must notify you of changes
in identities of the paying agents for any particular series of debt securities.

     NOTICES

         With respect to registered securities, we and the trustee will send
notices regarding the debt securities only to registered holders, using their
addresses as listed in the list of registered holders. With respect to bearer
securities, we and the trustee will give notice by publication in a newspaper of
general circulation in the City of New York or in such other cities that may be
specified in a prospectus supplement. At our option, we may send or publish
notices through an electronic medium as specified in the applicable prospectus
supplement.

EVENTS OF DEFAULT

         You will have special rights if an event of default occurs in respect
of the debt securities of your series and is not cured, as described later in
this subsection.


                                       20
<PAGE>   26
         WHAT IS AN EVENT OF DEFAULT? Unless otherwise specified in the
prospectus supplement, the term "event of default" in respect of the debt
securities of your series means any of the following:

                  -        We do not pay the principal of or any premium on a
                           debt security of such series on its due date whether
                           at maturity, upon redemption or upon acceleration.

                  -        We do not pay interest on a debt security of such
                           series within 30 days of its due date.

                  -        We do not deposit any sinking fund payment in respect
                           of debt securities of such series on its due date.

                  -        We remain in breach of a covenant in respect of debt
                           securities of such series for 60 days after we
                           receive a written notice of default stating we are in
                           breach and requiring that we remedy the breach. The
                           notice must be sent by either the trustee or holders
                           of 25% of the principal amount of debt securities of
                           such series.

                  -        We file for bankruptcy or certain other events in
                           bankruptcy, insolvency or reorganization occur.

                  -        Any other event of default in respect of debt
                           securities of such series described in the prospectus
                           supplement occurs.

         The events of default described above may be modified as described in
the applicable prospectus supplement. An event of default for a particular
series of debt securities does not necessarily constitute an event of default
for any other series of debt securities issued under an indenture. Each series
will have separate rights upon an event of default. The trustee may withhold
notice to the holders of debt securities of any default (except in the payment
of principal or interest) if it considers such withholding of notice to be in
the best interests of the holders.

         REMEDIES IF AN EVENT OF DEFAULT OCCURS. If an event of default has
occurred and has not been cured, the trustee or the holders of 25% in principal
amount of the debt securities of the affected series may declare the entire
principal amount of all the debt securities of that series to be due and
immediately payable. This is called a declaration of acceleration of maturity.
If an event of default occurs because of certain events in bankruptcy,
insolvency or reorganization related to the Company, the principal amount of all
the debt securities of that series will be automatically accelerated, without
any action by the trustee or any holder. There are special notice and timing
rules which apply to the acceleration of subordinated debt securities which are
designed to protect the interests of holders of senior debt. A declaration of
acceleration of maturity may be cancelled by the holders of at least a majority
in principal amount of the debt securities of the affected series if (1) all
existing events of default, other than the nonpayment of principal of or premium
or interest, if any, on the debt securities of such series which have become due
solely because of the acceleration, have been cured or waived and (2) the
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction.

         Except in cases of default, where the trustee has some special duties,
the trustee is not required to take any action under the indenture at the
request of the holders unless the holders offer the trustee reasonable
protection from expenses and liability, called an "indemnity." If reasonable
indemnity is provided, the holders of a majority in principal amount of the
outstanding debt securities of the relevant series may direct the time, method
and place of conducting any lawsuit or other formal legal action seeking any
remedy available to the trustee. The trustee may refuse to follow those
directions in certain circumstances. No delay or omission in exercising any
right or remedy will be treated as a waiver of such right, remedy or event of
default.

         Before you are allowed to bypass the trustee and bring your own lawsuit
or other formal legal action or take other steps to enforce your rights or
protect your interests relating to the debt securities, the following must
occur:


                                       21
<PAGE>   27
                  -        You must give the trustee written notice that an
                           event of default has occurred and remains uncured.

                  -        The holders of not less than 25% in principal amount
                           of all outstanding debt securities of the relevant
                           series must make a written request that the trustee
                           take action because of the default and must offer
                           reasonable indemnity to the trustee against the cost
                           and other liabilities of taking that action.

                  -        The trustee must not have taken action for 60 days
                           after receipt of the above notice and offer of
                           indemnity.

                  -        The holders of a majority in principal amount of the
                           debt securities must not have given the trustee a
                           direction inconsistent with the above notice during
                           the 60-day period.

         However, you are entitled at any time to bring a lawsuit for the
payment of money due on your debt securities on or after the due date.

         Holders of a majority in principal amount of the debt securities of the
affected series may waive any past defaults other than (1) the payment of
principal, any premium or interest or (2) in respect of a covenant or other
provision that cannot be modified or amended without the consent of each holder.

         "STREET NAME" AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR
BROKERS FOR INFORMATION ON HOW TO GIVE NOTICE OR DIRECTION OR TO MAKE A REQUEST
OF THE TRUSTEE AND TO MAKE OR CANCEL A DECLARATION OF ACCELERATION.

         Each year, we will furnish to the trustee a written statement of
certain of our officers certifying that to their knowledge we are in compliance
with the indentures and the debt securities, or else specifying any default.

NO PROTECTION IN THE EVENT OF CHANGE OF CONTROL

         The indenture does not have any covenants or other provisions providing
for a put or increased interest or otherwise that would afford holders of debt
securities additional protection in the event of a sudden and significant
decline in our credit quality or a recapitalization transaction, a change of
control of SPX or a highly leveraged transaction. Accordingly, we could in the
future enter into transactions that could increase the amount of indebtedness
outstanding at the time or otherwise affect our capital structure or credit
rating. If we offer any covenants of this type or provisions with respect to any
debt securities in the future, we will describe them in the applicable
prospectus supplement.

COVENANTS
                  Unless otherwise indicated in this prospectus or a prospectus
supplement, the debt securities will not have the benefit of any covenants that
limit or restrict our business or operations, the pledging of our assets or the
incurrence by us of indebtedness. We will describe in the applicable prospectus
supplement any material covenants of a series of debt securities.

CONSOLIDATION, MERGER AND SALE OF ASSETS

                  Under the terms of the indentures, we are generally permitted
to consolidate or merge with another entity. We are also permitted to sell,
lease, assign, transfer or otherwise convey all or substantially all of our
assets to another entity. However, we may not take any of these actions unless
all the following conditions are met:

                  -        either we will be the surviving corporation or, if we
                           merge out of existence or sell assets, the entity
                           into which we merge or to which we sell assets must
                           agree to be legally responsible for the debt
                           securities and be a corporation organized and
                           existing under the laws of the United States or any
                           state thereof;


                                       22
<PAGE>   28
                  -        immediately after the merger or transfer of assets,
                           no default on the debt securities can exist. A
                           default for this purpose includes any event that
                           would be an event of default if the requirements for
                           giving a default notice or of having the default
                           exist for a specific period of time were disregarded;

                  -        we must deliver certain certificates and documents to
                           the trustee; and

                  -        we must satisfy any other requirements specified in
                           the prospectus supplement.

MODIFICATION OR WAIVER

         There are three types of changes we can make to the indentures and the
debt securities.

         CHANGES REQUIRING YOUR APPROVAL. First, there are changes that cannot
be made to your debt securities without your specific approval. Except as
otherwise specified in the prospectus supplement, the following is a list of
those types of changes:

                  -        extending the stated maturity of the principal of or
                           reducing the rate or extending the time for payment
                           of interest on a debt security;

                  -        reducing any amounts due on a debt security or
                           payable upon acceleration of the maturity of a
                           security following a default;

                  -        changing the place (except as otherwise described in
                           this prospectus) or currency of payment on a debt
                           security;

                  -        impairing your right to sue for payment or to convert
                           or exchange a security;

                  -        changing the currency in which any debt securities
                           are payable;

                  -        in the case of subordinated debt securities,
                           modifying the subordination provisions in a manner
                           that is adverse as a whole to holders of the
                           subordinated debt securities;

                  -        in the case of senior debt securities, modifying the
                           securities to subordinate the securities to other
                           indebtedness;

                  -        reducing the percentage of holders of debt securities
                           whose consent is needed to modify or amend the
                           indenture;

                  -        reducing the percentage of holders of debt securities
                           whose consent is needed to waive compliance with
                           certain provisions of the indenture or to waive
                           certain defaults;

                  -        reducing the requirements for quorum or voting with
                           respect to the debt securities;

                  -        modifying any other aspect of the provisions of the
                           indenture dealing with modification and waiver except
                           to increase the voting requirements;

                  -        changing our obligations to pay additional amounts
                           which are required to be paid to holders with respect
                           to taxes imposed on such holders in certain
                           circumstances; and

                  -        other provisions specified in the prospectus
                           supplement.

         CHANGES REQUIRING A MAJORITY VOTE. The second type of change to the
indenture and the outstanding debt securities is the kind that requires a vote
in favor by holders of outstanding debt securities owning a majority of the
principal amount of the particular series affected. Separate votes will be
needed for each series even if they are affected in the same way. Most changes
fall into this category, except as described under "--Changes Requiring Your
Approval" above and for clarifying changes and certain other changes that would
not adversely affect holders of the outstanding debt securities in any material
respect as described under "--Changes Not Requiring Approval." The same vote
would be required for us to obtain a


                                       23
<PAGE>   29

waiver of all or part of certain covenants in the applicable indenture, or a
waiver of a past default. However, we cannot obtain a waiver of a payment
default or any other aspect of the indentures or the outstanding debt securities
listed in the first category described previously under "-- Changes Requiring
Your Approval" unless we obtain your individual consent to the waiver.

      CHANGES NOT REQUIRING APPROVAL. The third type of change does not require
any vote by holders of outstanding debt securities. From time to time, we and
the trustee may, without the consent of holders of the debt securities of one or
more series, amend the indenture or the debt securities of one or more series,
or supplement the indenture, for certain specified purposes, including:

      (1)   to provide that the surviving entity following a change of control
            of SPX permitted under the indenture shall assume all of our
            obligations under the indenture and debt securities;

      (2)   to provide for uncertificated debt securities in addition to or in
            place of certificated debt securities (provided that the
            uncertificated debt securities are issued in registered form for
            purposes of Section 163(f) of the Internal Revenue Code of 1986, as
            amended, or in a manner such that the uncertificated debt securities
            are as described in Section 163(f)(2)(B) of the Internal Revenue
            Code of 1986, as amended);

      (3)   to add guarantees with respect to the debt securities;

      (4)   to secure the debt securities;

      (5)   to add to the covenants of the Company for the benefit of the
            holders of the debt securities;

      (6)   to comply with any requirements of the SEC under the Trust
            Indenture Act of 1939;

      (7)   to cure any ambiguity, defect or inconsistency, or make any other
            change or changes that do not adversely affect the rights of the
            holders taken as a whole;

      (8)   to issue and establish the form and terms and conditions of debt
            securities of any series and any related coupons; and

      (9)   to appoint a successor trustee under the indenture with respect to
            one or more series.

      FURTHER DETAILS CONCERNING VOTING.  When taking a vote, we will use the
following rules to decide how much principal amount to attribute to a debt
security:

            -     for original issue discount securities, we will use the
                  principal amount that would be due and payable on the voting
                  date if the maturity of the debt securities were accelerated
                  to that date because of a default; and

            -     for debt securities whose principal amount is not known (for
                  example, because it is based on an index), we will use a
                  special rule for that debt security described in the
                  prospectus supplement.

      Debt securities will not be considered outstanding, and therefore not
eligible to vote, if we have deposited or set aside in trust for you money for
their payment or redemption. Debt securities will also not be eligible to vote
if they have been fully defeased as described later under "Defeasance -- Full
Defeasance."

      We will generally be entitled to set any day as a record date for the
purpose of determining the holders of outstanding indenture securities that are
entitled to vote or take other action under the indentures.

      We are not required to set a record date. If we set a record date for a
vote or other action to be taken by holders of a particular series, that vote or
action may be taken only by persons who are holders of outstanding securities of
that series on the record date and must be taken within 180 days following the


                                       24
<PAGE>   30
record date or another period that we may specify. We may shorten or lengthen
this period from time to time.

      "STREET NAME" AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR
BROKERS FOR INFORMATION ON HOW APPROVAL MAY BE GRANTED OR DENIED IF WE SEEK TO
CHANGE THE INDENTURE OR THE DEBT SECURITIES OR REQUEST A WAIVER.

SATISFACTION AND DISCHARGE

      Unless otherwise specified in the prospectus supplement, the indentures
will cease to be of further effect, and we will be deemed to have satisfied and
discharged the indentures with respect to a particular series of debt
securities, when the following conditions have been satisfied:

            -     all debt securities of that series not previously delivered to
                  the trustee for cancellation have become due and payable or
                  will become due and payable at their stated maturity or on a
                  redemption date within one year,

            -     we deposit with the trustee, in trust, funds sufficient to pay
                  the entire indebtedness on the debt securities of that series
                  that had not been previously delivered for cancellation, for
                  the principal and interest to the date of the deposit (for
                  debt securities that have become due and payable) or to the
                  stated maturity or the redemption date, as the case may be
                  (for debt securities that have not become due and payable),

            -     we have paid or caused to be paid all other sums payable under
                  the indentures in respect of that series, and

            -     we have delivered to the trustee an officer's certificate and
                  opinion of counsel, each stating that all these conditions
                  have been complied with.

      We will remain obligated to provide for registration of transfer and
exchange and to provide notices of redemption.

DEFEASANCE

      The following discussion of full defeasance and covenant defeasance will
be applicable to your series of debt securities only if we choose to have them
apply to that series. If we choose to do so, we will state that in the
applicable prospectus supplement and describe any changes to these provisions.

      FULL DEFEASANCE. If there is a change in federal tax law, as described
below, we can legally release ourselves from any payment or other obligations on
the debt securities, called "full defeasance", if we put in place the following
other arrangements for you to be repaid:

            -     We must deposit in trust for your benefit and the benefit of
                  all other registered holders of the debt securities a
                  combination of money and U.S. government or U.S. government
                  agency notes or bonds that will generate enough cash to make
                  interest, principal and any other payments on the debt
                  securities on their various due dates including, possibly,
                  their earliest redemption date.

            -     Under current federal tax law, the deposit and our legal
                  release from the debt securities would likely be treated as
                  though you surrendered your debt securities in exchange for
                  your share of the cash and notes or bonds deposited in trust.
                  In that event, you could recognize gain or loss on the debt
                  securities you surrendered. In order for us to effect a full
                  defeasance, we must deliver to the trustee a legal opinion
                  confirming that you will not recognize income gain or loss for
                  federal income tax purposes as a result of the defeasance and
                  that you will not be taxed on the debt securities any
                  differently than if we did not make the deposit and just
                  repaid the debt securities ourselves.


                                       25
<PAGE>   31
            -     We must comply with any additional provisions set forth in the
                  prospectus supplement.

      If we accomplish a full defeasance, as described above, you would have to
rely solely on the trust deposit for repayment on the debt securities. You could
not look to us for repayment in the unlikely event of any shortfall. Conversely,
the trust deposit would most likely be protected from claims of our lenders and
other creditors if we ever become bankrupt or insolvent. You would also be
released from any applicable subordination provisions on the subordinated debt
securities described below under "-- Subordination."

      COVENANT DEFEASANCE. Under current federal tax law, we can make the same
type of deposit described above and be released from the restrictive covenants
in the debt securities, if any. This is called "covenant defeasance." In that
event, you would lose the protection of those restrictive covenants but would
gain the protection of having money and securities set aside in trust to repay
the debt securities, and you would be released from any applicable subordination
provisions on the subordinated debt securities described later under "--
Subordination." In order to achieve covenant defeasance, we must do the
following:

            -     We must deposit in trust for your benefit and the benefit of
                  all other registered holders of the debt securities a
                  combination of money and U.S. government agency notes or bonds
                  that will generate enough cash to make interest, principal and
                  any other payments on the debt securities on their various due
                  dates.

            -     We must deliver to the trustee a legal opinion confirming that
                  under then current federal income tax law we may make the
                  above deposit without causing you to be taxed on the debt
                  securities any differently than if we did not make the deposit
                  and just repaid the debt securities ourselves.

            -     We must comply with any additional provisions set forth in the
                  prospectus supplement.

      If we accomplish covenant defeasance, the following provisions of the
indenture and the debt securities would no longer apply unless otherwise
specified:

            -     our promises regarding conduct of our business and other
                  matters and any other covenants applicable to the series of
                  debt securities that will be described in the prospectus
                  supplement; and

            -     the definition of an event of default as a breach of such
                  covenants that may be specified in the prospectus supplement.

      If we accomplish covenant defeasance, you can still look to us for
repayment of the debt securities if there were a shortfall in the trust deposit.
In fact, if one of the remaining events of default occurred (such as our
bankruptcy) and the debt securities become immediately due and payable, there
may be such a shortfall. Depending on the event causing the default, of course,
you may not be able to obtain payment of the shortfall.

      In order to exercise either full defeasance or covenant defeasance, we
must comply with certain conditions, and no event or condition can exist that
would prevent us from making payments of principal, premium, and interest, if
any, on the senior debt securities or subordinated debt securities of such
series on the date the irrevocable deposit is made or at any time during the
period ending on the 91st day after the deposit date.

RANKING

      Unless provided otherwise in the applicable prospectus supplement, the
debt securities will not be secured by any of our property or assets.
Accordingly, your ownership of debt securities means you are one of our
unsecured creditors and therefore rank behind our secured creditors to the
extent of the collateral


                                       26
<PAGE>   32
securing their claims. The senior debt securities are not subordinated to any of
our other debt obligations and therefore they rank equally with all our other
unsecured and unsubordinated indebtedness. The subordinated debt securities are
subordinated to some of our existing and future debt and other liabilities. See
"-- Subordination" for additional information on how subordination limits your
ability to receive payment or pursue other rights if we default or have certain
other financial difficulties. In addition, the senior and subordinated debt
securities will be effectively subordinated to the indebtedness of our
subsidiaries. See "Risk Factors -- Our debt securities will be structurally
subordinated. This may affect your ability to receive payments on our debt
securities."

SUBORDINATION

      Unless the prospectus supplement provides otherwise, the following
provisions will apply to the subordinated debt securities:

      The payment of principal, any premium and interest on the subordinated
debt securities is subordinated in right of payment to the prior payment in full
of all of our senior indebtedness. This means that in certain circumstances
where we may not be making payments on all of our debt obligations as they
become due, the holders of all of our senior indebtedness will be entitled to
receive payment in full of all amounts that are due or will become due on the
senior indebtedness before you and the other holders of subordinated debt
securities will be entitled to receive any payment or distribution (other than
in the form of subordinated securities) on the subordinated debt securities.
These circumstances include the following circumstances:

            -     We make a payment or distribute assets to creditors upon any
                  liquidation, dissolution, winding up or reorganization of our
                  company, or as part of an assignment or marshalling of our
                  assets for the benefit of our creditors.

            -     We file for bankruptcy or certain other events in bankruptcy,
                  insolvency or similar proceedings occur.

            -     The maturity of the subordinated debt securities is
                  accelerated. For example, the entire principal amount of a
                  series of subordinated debt securities may be declared to be
                  due and immediately payable or may be automatically
                  accelerated due to an event of default as described under "--
                  Events of Default."

      In addition, we are generally not permitted to make payments of principal,
any premium or interest on the subordinated debt securities if we default in our
obligation to make payments on our senior indebtedness and do not cure such
default. We are also prohibited from making payments on subordinated debt
securities if an event of default (other than a payment default) that permits
the holders of senior indebtedness to accelerate the maturity of the senior
indebtedness occurs and we and the trustee have received a notice of such event
of default. However, unless the senior indebtedness has been accelerated because
of that event of default, this payment blockage notice cannot last more than 179
days.

      These subordination provisions mean that if we are insolvent a holder of
senior indebtedness is likely to ultimately receive out of our assets more than
a holder of the same amount of our subordinated debt securities, and a creditor
of our company that is owed a specific amount but who owns neither our senior
indebtedness nor our subordinated debt securities may ultimately receive less
than a holder of the same amount of senior indebtedness and more than a holder
of subordinated debt securities.

      The subordinated indenture does not limit the amount of senior
indebtedness we are permitted to have and we may in the future incur additional
senior indebtedness.

      "Senior indebtedness" is defined in the subordinated indenture as the
principal of, and premium, if any, and unpaid interest on

            -     indebtedness of SPX Corporation whether outstanding on the
                  date of the subordinated indenture or thereafter created,
                  incurred, assumed or guaranteed, for money borrowed, unless in
                  the instrument creating or evidencing the same or


                                       27
<PAGE>   33
                  pursuant to which the same is outstanding it is provided that
                  such indebtedness is not senior or prior in right of payment
                  to the subordinated debt securities. This includes the
                  indebtedness of others guaranteed by SPX Corporation, the
                  February LYONs and May LYONs, and

            -     renewals, extensions, modifications and refunding of any such
                  indebtedness.

      If this prospectus is being delivered in connection with a series of
subordinated securities, the accompanying prospectus supplement or the
information incorporated by reference will set forth the approximate amount of
senior indebtedness outstanding as of a recent date.

THE TRUSTEE

      The initial trustee under each indenture will be The Chase Manhattan Bank.
The Chase Manhattan Bank will also be the initial paying agent and registrar for
the debt securities. The Chase Manhattan Bank is also the trustee and note
registrar for our February LYONs and May LYONs and provides, and may continue to
provide loans and other banking services to us in the ordinary course of its
business.

      Each indenture provides that, except during the continuance of an event of
default under the indenture, the trustee under the indenture will perform only
such duties as are specifically set forth in the indenture. Under the indenture,
the holders of a majority in outstanding principal amount of the debt securities
will have the right to direct the time, method and place of conducting any
proceeding or exercising any remedy available to the trustee under the
indenture, subject to certain exceptions. If an event of default has occurred
and is continuing, the trustee under the indenture will exercise such rights and
powers vested in it under the indenture and use the same degree of care and
skill in its exercise as a prudent person would exercise under the circumstances
in the conduct of such person's own affairs.

      Each indenture and provisions of the Trust Indenture Act incorporated by
reference in the indenture contain limitations on the rights of the trustee
under such indenture, should it become a creditor of our company, to obtain
payment of claims in certain cases or to realize on certain property received by
it in respect of any such claims, as security or otherwise. The trustee under
the indenture is permitted to engage in other transactions. However, if the
trustee under the indenture acquires any prohibited conflicting interest, it
must eliminate the conflict or resign.

      Each trustee may resign or be removed with respect to one or more series
of securities and a successor trustee may be appointed to act with respect to
such series. In the event that two or more persons are acting as Trustee with
respect to different series of securities under one of the indentures, each such
trustee shall be a trustee of a trust separate and apart from the trust
administered by any other such trustee and any action described herein to be
taken by the "trustee" may then be taken by each such trustee with respect to,
and only with respect to, the one or more series of securities for which it is
trustee.

GOVERNING LAW

      The indentures and the debt securities will be governed by, and construed
in accordance with, the laws of the State of New York.


                                       28
<PAGE>   34
                           DESCRIPTION OF COMMON STOCK

GENERAL

      Our authorized capital stock consists of 100 million shares of common
stock, par value $10.00 per share, and 3 million shares of preferred stock,
without par value. As of August 15, 2001, 40,057,107 shares of common stock were
issued and outstanding (not including treasury shares) and 500,000 shares have
been designated as Series A Preferred Stock, of which none are issued and
outstanding. The following description of our common stock and provisions of our
Certificate of Incorporation and By-laws are only summaries and we encourage you
to review complete copies of our Certificate of Incorporation and By-laws, which
we have previously filed with the SEC.

      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.

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

DELAWARE ANTI-TAKEOVER LAW AND CERTAIN CERTIFICATE OF INCORPORATION AND BYLAW
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. In general, Section 203
prohibits a publicly-held Delaware corporation from engaging in a "business
combination" with an "interested stockholder" for a period of three years after
the time that the person became an interested stockholder, unless:

            -     before the person became an "interested stockholder," the
                  board of directors of the corporation approved the transaction
                  in which the "interested stockholder" became an "interested
                  stockholder" or approved the business combination;

            -     upon consummation of the transaction that resulted in the
                  stockholder becoming an "interested stockholder," the
                  "interested stockholder" owned at least 85% of the


                                       29
<PAGE>   35
                  voting stock of the corporation that was outstanding at the
                  time the transaction commenced. For purposes of determining
                  the number of shares outstanding, shares owned by directors
                  who are also officers of the corporation and shares owned by
                  employee stock plans, in specified instances, are excluded; or

            -     at or after the time the person became an "interested
                  stockholder," the business combination is approved by the
                  board of directors of the corporation and authorized at an
                  annual or special meeting of the stockholders by the
                  affirmative vote of at least 66 2/3% of the outstanding voting
                  stock which is not owned by the "interested stockholder."

      A "business combination" is defined generally to include mergers or
consolidations between a Delaware corporation and an "interested stockholder,"
transactions with an "interested stockholder" involving the assets or stock of
the corporation or any majority-owned subsidiary, transactions which increase an
"interested stockholder's" percentage ownership of stock of the corporation or
any majority-owned subsidiary, and receipt of various financial benefits from
the corporation or any majority-owned subsidiary. In general, an "interested
stockholder" is defined as any person or entity that is the beneficial owner of
at least 15% of a corporation's outstanding voting stock or is an affiliate or
associate of the corporation and was the beneficial owner of 15% or more of the
outstanding voting stock of the corporation at any time within the past three
years.

      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 so that it would take three
            successive annual meetings to replace all 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 By-laws;

      -     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 of 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;


                                       30
<PAGE>   36
      -     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.

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, as amended, which is an
exhibit to the registration statement of which this prospectus is a part.

      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.


                                       31
<PAGE>   37
      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.

TRANSFER AGENT AND REGISTRAR

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


                                       32
<PAGE>   38
                              PLAN OF DISTRIBUTION

      We may sell the securities offered by this prospectus to one or more
underwriters or dealers for public offering, through agents, directly to
purchasers or through a combination of any such methods of sale. The name of any
such underwriter, dealer or agent involved in the offer and sale of the
securities, the amounts underwritten and the nature of its obligation to take
the securities will be named in the applicable prospectus supplement. We have
reserved the right to sell the securities directly to investors on our own
behalf in those jurisdictions where we are authorized to do so. The sale of the
securities may be effected in transactions (a) on any national or international
securities exchange or quotation service on which the securities may be listed
or quoted at the time of sale, (b) in the over-the-counter market, (c) in
transactions otherwise than on such exchanges or in the over-the-counter market
or (d) through the writing of options.

      We, our agents and underwriters may offer and sell the securities at a
fixed price or prices that may be changed, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. The securities may be offered on an exchange, which will be
disclosed in the applicable prospectus supplement. We may, from time to time,
authorize dealers, acting as our agents, to offer and sell the securities upon
such terms and conditions as set forth in the applicable prospectus supplement.

      If we use underwriters to sell securities, we will enter into an
underwriting agreement with them at the time of the sale to them. In connection
with the sale of the securities, underwriters may receive compensation from us
in the form of underwriting discounts or commissions and may also receive
commissions from purchasers of the securities for whom they may act as agent.
Any underwriting compensation paid by us to underwriters or agents in connection
with the offering of the securities, and any discounts, concessions or
commissions allowed by underwriters to participating dealers, will be set forth
in the applicable prospectus supplement to the extent required by applicable
law. Underwriters may sell the securities to or through dealers, and such
dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters or commissions (which may be changed from time
to time) from the purchasers for whom they may act as agents.

      Dealers and agents participating in the distribution of the securities may
be deemed to be underwriters, and any discounts and commissions received by them
and any profit realized by them on resale of the securities may be deemed to be
underwriting discounts and commissions under the Securities Act. Unless
otherwise indicated in the applicable prospectus supplement, an agent will be
acting on a best efforts basis and a dealer will purchase debt securities as a
principal, and may then resell the debt securities at varying prices to be
determined by the dealer.

      If so indicated in the prospectus supplement, the Company will authorize
underwriters, dealers or agents to solicit offers by certain specified
institutions to purchase offered securities from us at the public offering price
set forth in the prospectus supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the future. Such
contracts will be subject to any conditions set forth in the applicable
prospectus supplement and the prospectus supplement will set forth the
commission payable for solicitation of such contracts. The underwriters and
other persons soliciting such contracts will have no responsibility for the
validity or performance of any such contracts.

      Underwriters, dealers and agents may be entitled, under agreements entered
into with our company to indemnification against and contribution towards
certain civil liabilities, including any liabilities under the Securities Act.

      To facilitate the offering of securities, certain persons participating in
the offering may engage in transactions that stabilize, maintain, or otherwise
affect the price of the securities. These may include over-allotment,
stabilization, syndicate, short covering transactions and penalty bids.
Over-allotment involves sales in excess of the offering size, which creates a
short position. Stabilizing transactions involve bids to purchase the underlying
security so long as the stabilizing bids do not exceed a specified maximum.
Syndicate short covering transactions involve purchases of securities in the
open market after the distribution has been completed in order to cover
syndicate short positions. Penalty bids permit the


                                       33
<PAGE>   39
underwriters to reclaim selling concessions from dealers when the securities
originally sold by the dealers are purchased in covering transactions to cover
syndicate short positions. These transactions may cause the price of the
securities sold in an offering to be higher than it would otherwise be. These
transactions, if commenced, may be discontinued by the underwriters at any time.

      Any securities other than our common stock issued hereunder may be new
issues of securities with no established trading market. Any underwriters or
agents to or through whom such securities are sold for public offering and sale
may make a market in such securities, but such underwriters or agents will not
be obligated to do so and may discontinue any market making at any time without
notice. No assurance can be given as to the liquidity of the trading market for
any such securities. The amount of expenses expected to be incurred by us in
connection with any issuance of securities will be set forth in the applicable
prospectus supplement. Certain of the underwriters, dealers or agents and their
associates may engage in transactions with, and perform services for, us and
certain of our affiliates and in the ordinary course of our business.

                                  LEGAL MATTERS

      The validity of any securities issued hereunder will be passed upon for
our company by Fried, Frank, Harris, Shriver & Jacobson (a partnership including
professional corporations), New York, New York.

                                     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 in this document.

      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 accountants, included in
SPX's Current Report on Form 8-K filed on April 13, 2001, are incorporated by
reference in this document.


                                       34
<PAGE>   40
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.    OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

      The following table sets forth all fees and expenses payable by the
registrant in connection with the issuance and distribution of the securities
being registered hereby (other than underwriting discounts and commissions). All
of such expenses, except the SEC registration fee, are estimated.

<TABLE>
<S>                                            <C>
Securities and Exchange Commission
registration fee.....................          $250,000
NYSE listing fee ....................          $ 25,650
Pacific Stock Exchange listing fee ..          $  7,500
Legal fees and expenses .............          $100,000
Transfer Agent's fees and expenses ..          $  5,000
Trustee's fees and expenses .........          $ 25,000
Rating agency fees ..................          $ 25,000
Accounting fees and expenses ........          $ 35,000
Blue Sky fees and expenses (including
counsel fees)........................          $  5,000
Printing expenses ...................          $100,000
Miscellaneous .......................          $  1,850
                                               --------
Total ...............................          $580,000
                                               ========
</TABLE>


ITEM 15.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

LIMITATION ON LIABILITY OF DIRECTORS

      Section 145(a) of the General Corporation Law of the State of Delaware
(the "DGCL") provides that a Delaware corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no cause to believe his conduct was
unlawful.

      Section 145(b) of the DGCL provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if he or she acted under similar standards to
those set forth above, except that no indemnification may be made in respect to
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent that the court in
which such action or suit was brought shall determine that despite the
adjudication of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to be indemnified for such
expenses which the court shall deem proper.

      Section 145 of the DGCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; and that the
corporation may purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against such officer
or director and incurred by him or her in any such


                                      II-1
<PAGE>   41
capacity or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify him or her against such
liabilities under Section 145.

      As permitted by Section 102(b)(7) of the DGCL, the Company's Certificate
of Incorporation provides that a director shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director. However, such provision does not eliminate or limit the
liability of a director for: (i) any breach of the director's duty of loyalty to
the Corporation or its stockholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of the law, (iii)
under Section 174 of the General Corporation Law of the State of Delaware, or
(iv) engaging in any transaction from which the director derived an improper
personal benefit. The Company's Certificate of Incorporation requires that
directors and officers be indemnified to the fullest extent authorized by the
DGCL, or any other applicable law or amendments thereunder; however, in the case
of any amendments, only to the extent such amendment permits the Company to
provide broader indemnification rights than permitted prior thereto.

      Any underwriting agreements that we may enter into will likely provide for
the indemnification of the registrant, its controlling persons, its directors
and certain of its officers by the underwriters against certain liabilities,
including liabilities under the Securities Act.

      The Company has a policy of directors' liability insurance which insures
the directors and officers against the cost of defense, settlement or payment of
a judgment under certain circumstances.

ITEM 16.    EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES.

      The exhibits to this registration statement are listed in the Exhibit
Index to this registration statement, which Exhibit Index is hereby incorporated
by reference.

ITEM 17.    UNDERTAKINGS.

      The undersigned registrant hereby undertakes:

            (a)(1) To file, during any period in which offers or sales are being
                  made of the securities registered hereby, a post-effective
                  amendment to this registration statement:

                  (i)   To include any prospectus required by Section 10(a)(3)
                        of the Securities Act of 1933;

                  (ii)  To reflect in the prospectus any facts or events arising
                        after the effective date of this registration statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in the
                        registration statement. Notwithstanding the foregoing,
                        any increase or decrease in volume of securities offered
                        (if the total dollar value of securities offered would
                        not exceed that which was registered) and any deviation
                        from the low or high end of the estimated maximum
                        offering range may be reflected in the form of
                        prospectus filed with the Commission pursuant to Rule
                        424(b) if, in the aggregate, the changes in volume and
                        price represent no more than a 20 percent change in the
                        maximum aggregate offering price set forth in the
                        "Calculation of Registration Fee" table in the effective
                        registration statement;

                  (iii) To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        registration statement or any material change to such
                        information in the registration statement;


                                      II-2
<PAGE>   42
                  provided, however, that the undertakings set forth in clauses
                  (i) and (ii) above do not apply if the information required to
                  be included in a post-effective amendment by those clauses is
                  contained in periodic reports filed by the registrant pursuant
                  to Section 13 or 15(d) of the Securities and Exchange Act of
                  1934 that are incorporated by reference in this registration
                  statement;

                  (2)   That, for the purpose of determining any liability under
                        the Securities Act of 1933, each such post-effective
                        amendment shall be deemed to be a new registration
                        statement relating to the securities offered therein,
                        and the offering of such securities at that time shall
                        be deemed to be the initial bona fide offering thereof;

                  (3)   To remove from registration by means of a post-effective
                        amendment any of the securities being registered which
                        remain unsold at the termination of the offering;

            (b)   That, for the purposes of determining any liability under the
                  Securities Act of 1933, each filing of our annual report
                  pursuant to Section 13(a) or 15(d) of the Securities and
                  Exchange Act of 1934 (and, where applicable, each filing of an
                  employee benefit plan's annual report pursuant to Section
                  15(d) of the Securities Exchange Act of 1934) that is
                  incorporated by reference in this registration statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof; and

            (c)   To deliver or cause to be delivered with the prospectus, to
                  each person to whom the prospectus is sent or given, the
                  latest annual report, to security holders that is incorporated
                  by reference in the prospectus and furnished pursuant to and
                  meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
                  Securities Exchange Act of 1934; and, where interim financial
                  information required to be presented by Article 3 of
                  Regulation S-X are not set forth in the prospectus, to
                  deliver, or cause to be delivered to each person to whom the
                  prospectus is sent or given, the latest quarterly report that
                  is specifically incorporated by reference in the prospectus to
                  provide such interim financial information.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
registrant, the registrant has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is therefore unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer, or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

      The undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Trust Indenture Act.


                                      II-3
<PAGE>   43
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Muskegon, State of Michigan, on the 28th day of
August , 2001.

                                    SPX CORPORATION

                                    /s/ Patrick J. O'Leary
                                    ---------------------------------
                                           Patrick J. O'Leary
                                    Vice President Finance, Treasurer
                                       and Chief Financial Officer


                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes
and appoints Patrick O'Leary, Charles Bowman and Christopher Kearney, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign this registration statement (including all
pre-effective and post-effective amendments thereto and all registration
statements filed pursuant to Rule 462(b) which incorporate this registration
statement by reference), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons on August
28, 2001 in the capacities indicated below.

<TABLE>
<CAPTION>
                Signature                                                 Title
                ---------                                                 -----
<S>                                         <C>
      /s/ John B. Blystone                         Chairman, President and Chief Executive Officer
      ------------------------------                           (Principal Executive Officer)
           John B. Blystone


      /s/ Patrick J. O'Leary                 Vice President Finance, Treasurer and Chief Financial Officer
      ------------------------------                             (Principal Financial Officer)
            Patrick J. O'Leary


      /s/ Ron Winowiecki                         Corporate Controller and Chief Accounting Officer
      ------------------------------                           (Principal Accounting Officer)
            Ron Winowiecki


      /s/ J. Kermit Campbell                                            Director
      ------------------------------
            J. Kermit Campbell


      /s/ Sarah R. Coffin                                               Director
      ------------------------------
            Sarah R. Coffin


      /s/ Frank A. Ehmann                                               Director
      ------------------------------
            Frank A. Ehmann


      /s/ Emerson U. Fullwood                                           Director
      ------------------------------
            Emerson U. Fullwood


      /s/ Charles E. Johnson II                                         Director
      ------------------------------
            Charles E. Johnson II


      /s/ David P. Williams                                             Director
      ------------------------------
            David P. Williams
</TABLE>


                                      II-4
<PAGE>   44
                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit
Number                        Description of Exhibit
------                        ----------------------
<S>        <C>
   *1.1    Form of Underwriting Agreement.

    3.1    Certificate of Incorporation of SPX Corporation, incorporated by
           reference to Exhibit 3(iv) to the Registrant's Quarterly Report on
           Form 10-Q for the quarter ended June 30, 1998.

    3.2    By-Laws as amended through October 25, 1995, incorporated by
           reference to Exhibit 3(iii) to the Registrant's Quarterly Report on
           Form 10-Q for the quarter ended September 30, 1995.

    4.1    Rights Agreement dated as of June 25, 1996 (the "Rights Agreement")
           between SPX Corporation and The Chase Manhattan Bank, as Rights
           Agent, relating to Rights to purchase preferred stock under certain
           circumstances, incorporated herein by reference to SPX Corporation's
           Registration Statement on Form 8-A filed on June 26, 1996.

    4.2    Form of Amendment No. 1 to Rights Agreement, effective as of October
           22, 1997, between SPX Corporation and The Chase Manhattan Bank,
           incorporated herein by reference from SPX Corporation's Registration
           Statement on Form 8-A, filed on January 9, 1998.

    4.3    Form of Senior Indenture.

    4.4    Form of Subordinated Indenture.

    4.5    Form of Debt Security (included in the Senior Indenture and
           the Subordinated Indenture).

    5.1    Opinion of Fried, Frank, Harris, Shriver & Jacobson.

   12.1    Computation of Ratio of Earnings to Fixed Charges.

   23.1    Consents of Fried, Frank, Harris, Shriver & Jacobson (included
           in Exhibit 5.1).

   23.2    Consent of Arthur Andersen LLP.

   23.3    Consent of KPMG LLP.

   24.1    Powers of Attorney (included on signature page).

   25.1    Form T-1 Statement of Eligibility of the Senior Indenture
           Trustee.

   25.2    Form T-1 Statement of Eligibility of the Subordinated
           Indenture Trustee.
</TABLE>

------------

*  Executed versions of this agreement, if any, will, if applicable, be filed by
   Current Report on Form 8-K after the issuance of the securities to which they
   relate.



</TEXT>
</DOCUMENT>
