SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [x] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [x] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 Echlin Inc. ------------------------------------------------ (Name of Registrant as Specified in Its Charter) ------------------------------------------------ (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): [x] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: -------------- (2) Aggregate number of securities to which transaction applies: -------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): -------------- (4) Proposed maximum aggregate value of transaction: -------------- (5) Total fee paid: -------------- [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: -------------- (2) Form, Schedule or Registration Statement No.: -------------- (3) Filing Party: -------------- (4) Date Filed: [ECHLIN LETTERHEAD] May 4, 1998 Dear Shareholder: On April 30, 1998, SPX Corporation ("SPX") announced an exchange offer (the "Exchange Offer") for 66 2/3% of the outstanding shares of Echlin's common stock at a price of $12 in cash per share of Echlin common stock and SPX common stock at an exchange ratio of 0.4796 shares of SPX common stock for each share of Echlin stock. SPX has also announced that, if the Exchange Offer succeeds, it will merge Echlin with a subsidiary of SPX (such merger, together with the Exchange Offer, the "SPX Transaction"). In such proposed merger all shares of Echlin common stock not accepted in the Exchange Offer would be converted into $12 in cash per share of Echlin common stock and SPX common stock at an exchange ratio of 0.4796 shares of SPX common stock for each share of Echlin stock. At its meeting on May 3, 1998, your board of directors, after careful deliberation, unanimously determined that the SPX Transaction, including the Exchange Offer, is inadequate and not in the best interests of Echlin. Accordingly, the Board of Directors unanimously recommends that you reject the SPX Transaction and not tender your shares to SPX pursuant to the Exchange Offer. At the same meeting, your board approved the merger agreement with Dana Corporation ("Dana") pursuant to which each share of Echlin common stock will be exchanged into 0.9293 shares of Dana common stock. As of May 1, 1998, this represented a value of $55 per each Echlin share. Your Board believes that the Dana transaction provides greater value for Echlin shareholders and is also superior from the viewpoint of other Echlin constituencies. The agreement with Dana is described in greater detail in the attached Schedule 14D-9. In arriving at their decision that the SPX Transaction, including the Exchange Offer, is inadequate and not in the best interests of Echlin, your board gave careful consideration to the interests of Echlin's shareholders and all other factors required or permitted by applicable law. Your board reviewed, among other items, the opinion of Salomon Smith Barney, Inc., Echlin's financial advisor, that the consideration to be received by Echlin's shareholders pursuant to the SPX Transaction, including the Exchange Offer, is inadequate. We urge you to read carefully the attached Schedule 14D-9 in its entirety so that you will be fully informed as to the board's recommendation. Your board of directors and the management of Echlin believe that the proposed merger with Dana presents a superior alternative to the Exchange Offer and in due course you will be receiving materials outlining this transaction, including its benefits. Please be assured that your board of directors and the management of Echlin will continue to act in the best interests of Echlin and its stockholders. Your Directors thank you for your support. Very truly yours, /s/ Larry McCurdy -------------------------------- Larry McCurdy Chairman of the Board, President and Chief Executive Officer