FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________________
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1993
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE
REQUIRED)
Commission File No. 1-9294
__________________
IMO INDUSTRIES INC.
EMPLOYEES STOCK SAVINGS PLAN
(Full Title of the Plan)
Imo Industries Inc.
3450 Princeton Pike
Lawrenceville, NJ 08648
(Name of Issuer of the Securities Held
Pursuant to the Plan and the Address
of its Principal Executive Office)
<PAGE> 2
IMO INDUSTRIES INC. EMPLOYEES STOCK SAVING PLAN
ANNUAL REPORT ON FORM 11-K
December 31, 1993
INDEX
Page
Reference
SIGNATURE PAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
AUDITED FINANCIAL STATEMENTS
Report of Independent Auditors. . . . . . . . . . . . . . . . . . 5
Statements of Net Assets Available for Plan Benefits. . . . . . . 6-7
Statements of Changes in Net Assets Available for Plan Benefits . 8-9
Notes to Financial Statements . . . . . . . . . . . . . . . . . . 10-12
SUPPLEMENTARY INFORMATION
Assets Held for Investment. . . . . . . . . . . . . . . . . . . . 13
Reportable Transactions . . . . . . . . . . . . . . . . . . . . . 14
EXHIBITS
Consent of Independent Auditors . . . . . . . . . . . . . . . . . 15
<PAGE> 3
Signatures
Pursuant to the requirements of the Securities Exchange Act of
1934, the Administrative Committee of the Plan has duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly
authorized.
IMO INDUSTRIES INC.
EMPLOYEES STOCK SAVINGS PLAN
(Name of Plan)
/s/ Donald F. Vosburgh
Donald F. Vosburgh
Vice President, Human Resources
Imo Industries Inc.
For Administrative Committee
Date: July 8, 1994
<PAGE> 4
IMO INDUSTRIES INC. EMPLOYEES STOCK SAVINGS PLAN
AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION
December 31, 1993
Audited Financial Statements
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . 5
Statements of Net Assets Available for Plan Benefits . . . . . . . . 6-7
Statements of Changes in Net Assets Available for Plan Benefits. . . 8-9
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . 10-12
Supplementary Information
Assets Held for Investment . . . . . . . . . . . . . . . . . . . . 13
Reportable Transactions. . . . . . . . . . . . . . . . . . . . . . 14
<PAGE> 5
Report of Independent Auditors
Administrative Committee of the Imo Industries Inc. Employees Stock Savings
Plan
We have audited the accompanying statements of net assets available for plan
benefits of the Imo Industries Inc. Employees Stock Savings Plan as of
December 31, 1993 and 1992, and the related statements of changes in net assets
available for plan benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan
at December 31, 1993 and 1992, and the changes in its net assets available for
plan benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of
assets held for investment as of December 31, 1993 and reportable transactions
for the year then ended are presented for purposes of complying with the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974, and are not a required
part of the financial statements. The supplemental schedules have been
subjected to the auditing procedures applied in our audit of the December 31,
1993 financial statements and, in our opinion, are fairly stated in all
material respects in relation to the December 31, 1993 financial statements
taken as a whole.
/s/ Ernst & Young
Princeton, NJ
June 29, 1994
<PAGE> 6
<TABLE>
Imo Industries Inc.
Employees Stock Savings Plan
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
<CAPTION>
-------------------------- Year Ended December 31, 1993 ---------------------------
Imo Merrill Lynch
Industries Merrill Retirement Commonwealth
Inc. Lynch Preservation Equity Total
Common Capital Trust & Fixed Return Account
Stock Fund Income Accounts Contract Total
<S> <C> <C> <C> <C> <C>
INVESTMENTS
- At Market Value:
Imo Industries Inc.
Common Stock (cost
of $18,550,006)
(1,326,673 shares) $12,271,722 $12,271,722
Merrill Lynch Capital
Fund (cost of
$12,428,272)
(489,895 shares) $13,702,371 13,702,371
Income Accounts
(cost approximates
market value) $50,860,664 50,860,664
Commonwealth Equity
Total Return
Account Contract
(cost of $4,133,196)
(8,340 shares) $4,738,742 4,738,742
TOTAL INVESTMENTS 12,271,722 13,702,371 50,860,664 4,738,742 81,573,499
Cash and Cash
Equivalents 236,459 236,459
Accrued Interest and
Dividends Receivable 5,225 5,225
Contributions
(Paid) Received
In Advance 1,488 (12,476) (4,695) 770 (14,913)
Due from (to)
Other Funds 46,585 521,680 (813,296) 245,031 0
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $12,319,795 $14,211,575 $50,284,357 $4,984,543 $81,800,270
</TABLE>
See notes to financial statements
<PAGE> 7
<TABLE>
Imo Industries Inc.
Employees Stock Savings Plan
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
<CAPTION>
---------------------- Year Ended December 31, 1992* ----------------------------
Imo Merrill Lynch
Industries Merrill Retirement Commonwealth
Inc. Lynch Preservation Equity Total
Common Capital Trust & Fixed Return Account
Stock Fund Income Accounts Contract Total
<S> <C> <C> <C> <C> <C>
INVESTMENTS
- At Market Value:
Imo Industries Inc.
Common Stock (cost
of $19,791,512)
(1,375,976 shares) $8,943,841 $8,943,841
Merrill Lynch Capital
Fund (cost of
$11,239,603) 11,884,840
(451,380 shares) $11,884,840
Income Accounts
(cost approximates
market value) $52,444,628 52,444,628
Commonwealth Equity
Total Return
Account Contract
(cost of $3,395,739)
(7,063 shares) $3,645,769 3,645,769
TOTAL INVESTMENTS 8,943,841 11,884,840 52,444,628 3,645,769 76,919,078
Cash and Cash
Equivalents 167 25,760 25,927
Accrued Interest and
Dividends Receivable 4,180 6,088 10,268
Contributions
(Paid) Received
In Advance (34,772) (22,748) (18,010) (2,778) (78,308)
Due from(to)
Other Funds (518,571) (15,714) 532,422 1,863 0
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $8,394,845 $11,846,378 $52,990,888 $3,644,854 $76,876,965
</TABLE>
See notes to financial statements
*Reclassified to conform to 1993 presentation.
<PAGE> 8
<TABLE>
Imo Industries Inc.
Employees Stock Savings Plan
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
<CAPTION>
---------------------- Year Ended December 31, 1993------------------------------
Imo Merrill Lynch
Industries Merrill Retirement Commonwealth
Inc. Lynch Preservation Equity Total
Common Capital Trust & Fixed Return Account
Stock Fund Income Accounts Contract Total
<S> <C> <C> <C> <C> <C>
ADDITIONS
Net Investment Income:
Interest $4,338 $3,453,518 $3,457,856
Dividends 0 $880,617 880,617
Total Net
Investment Income 4,338 880,617 3,453,518 0 4,338,473
Contributions:
Participants 889,827 1,666,289 3,367,500 788,831 6,712,447
Employer 0
Interfund Transfers (98,375) 1,138,083 (1,694,604) 654,896 0
Transfers from
Other Plans 5,205 5,000 34,765 5,664 50,634
TOTAL ADDITIONS 800,995 3,689,989 5,161,179 1,449,391 11,101,554
DEDUCTIONS
Distributions to
participants:
Shares 551,577 319,613 871,190
Cash 814,946 1,299,852 7,867,710 577,724 10,560,232
TOTAL DEDUCTIONS 1,366,523 1,619,465 7,867,710 577,724 11,431,422
Net Additions
(Deductions) (565,528) 2,070,524 (2,706,531) 871,667 (329,868)
Net realized and
unrealized gain
(loss) on
investments 4,490,478 294,673 468,022 5,253,173
Net assets
available for
plan benefits at
beginning of year 8,394,845 11,846,378 52,990,888 3,644,854 76,876,965
NET ASSETS
AVAILABLE FOR PLAN
BENEFITS AT END
OF YEAR $12,319,795 $14,211,575 $50,284,357 $4,984,543 $81,800,270
</TABLE>
See notes to financial statements
<PAGE> 9
<TABLE>
Imo Industries Inc.
Employees Stock Savings Plan
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
<CAPTION>
---------------------- Year Ended December 31, 1992* ----------------------------
Imo Merrill Lynch
Industries Merrill Retirement Commonwealth
Inc. Lynch Preservation Equity Total
Common Capital Trust & Fixed Return Account
Stock Fund Income Accounts Contract Total
<S> <C> <C> <C> <C> <C>
ADDITIONS
Net Investment Income:
Interest $4,130 $3,950,000 $3,954,130
Dividends 499,786 $779,754 1,279,540
Total Net
Investment Income 503,916 779,754 3,950,000 0 5,233,670
Contributions:
Participants 1,178,148 1,896,755 4,371,876 616,786 8,063,565
Employer 1,821,298 1,821,298
Interfund Transfers (316,259) 3,209,951 (5,842,776) 2,949,084 0
Transfers from
Other Plans 1,956 6,236 84,441 12,500 105,133
TOTAL ADDITIONS 3,189,059 5,892,696 2,563,541 3,578,370 15,223,666
DEDUCTIONS
Distributions to
participants:
Shares 410,726 262,135 672,861
Cash 1,239,717 925,252 5,879,409 187,965 8,232,343
TOTAL DEDUCTIONS 1,650,443 1,187,387 5,879,409 187,965 8,905,204
Net Additions
(Deductions) 1,538,616 4,705,309 (3,315,868) 3,390,405 6,318,462
Net realized and
unrealized gain
(loss) on
investments (5,999,613) (279,729) 254,449 (6,024,893)
Net assets
available for
plan benefits at
beginning of year 12,855,842 7,420,798 56,306,756 0 76,583,396
NET ASSETS
AVAILABLE FOR PLAN
BENEFITS AT END
OF YEAR $8,394,845 $11,846,378 $52,990,888 $3,644,854 $76,876,965
</TABLE>
See notes to financial statements
*Reclassified to conform to 1993 presentation.
<PAGE> 10
IMO INDUSTRIES INC.
EMPLOYEES STOCK SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1993
NOTE A -- DESCRIPTION OF THE PLAN
The Imo Industries Inc. Employees Stock Savings Plan (the
"Plan") is an employee benefit plan in which substantially all
employees of Imo Industries Inc. and its subsidiaries (the "Company")
may participate upon completion of three months of service. The
following employees are not eligible to participate in the Plan: (i)
employees whose employment contracts exclude them from participation;
(ii) members of a collective bargaining unit covered by a collective
bargaining agreement that does not specifically provide for their
coverage; (iii) temporary hourly-paid employees; (iv) employees who
are employed at a division or facility specifically excluded from
participation; and (v) employees paid on a non-United States payroll.
Under the Plan, eligible employees may contribute from 1% to 12% of
their compensation on a pre-tax basis, up to a maximum of $8,994 for
the 1993 calendar year. The Company may provide a matching
contribution of up to 75% of the first 6% of each participant's pre-
tax contribution as determined from time to time by the Company's
Board of Directors. From January 1 to June 30, 1992, the Company's
matching percentage was 50% of the first 6% of each participant's
pre-tax contribution. Effective July 1, 1992 the Company suspended
the matching contribution.
A participant's interest in his pre-tax contributions and the
Company's matching contributions is at all times 100% vested and
nonforfeitable. Distributions are made upon a participant's death,
disability or other termination of employment; however, limited
withdrawal rights in the event of a financial hardship apply with
respect to a participant's pre-tax contributions. A participant's
right or interest under the Plan is not transferable or assignable.
Participants may elect to have their pre-tax contributions invested
in one of the following ways in 10% increments: (i) in the Company's
Common Stock; (ii) in the Merrill Lynch Capital Fund, Inc., a mutual
fund investing in equity, debt and convertible securities; (iii) in
the Commonwealth Equity Total Return Account Contract which matches
the total return of the S&P 500 Index or (iv) the Merrill Lynch
Retirement Preservation Trust, a collective trust fund consisting
principally of guaranteed insurance contracts. The Company's
matching contributions to the Plan are to be invested in the
Company's Common Stock, and any dividends received will be reinvested
in the Company's Common Stock. On the first day of each quarter of
any plan year, participants may change the contribution rate of any
investment option, change investment options for their future
contributions and redirect investments already in their accounts.
<PAGE> 11
IMO INDUSTRIES INC.
EMPLOYEES STOCK SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1993
NOTE A -- DESCRIPTION OF THE PLAN - Continued
The Company has the right to amend the Plan in such manner as it may
determine, provided that no such amendment may divert any portion of
the vested account, cause the diversion of plan assets or, without
stockholder approval, increase the maximum rate of employer
contribution.
NOTE B -- SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents: Cash and cash equivalents consist of
amounts temporarily invested by the Trustee in a short-term income
producing fund (Cash Fund), pending the investment of the amounts in
one of the Plan's investment alternatives.
Accounting for Investments: The Plan's investment in the Company's
Common Stock is valued at the closing price on the last business day
of the fiscal year on the New York Stock Exchange. The fixed income
accounts and the Merrill Lynch Retirement Preservation Trust are
valued at cost plus accrued interest which approximates market value.
Shares of the Merrill Lynch Capital Fund and the Commonwealth Equity
Total Return Account Contract are valued at the net asset value per
share reported by such Funds.
Investment transactions are accounted for on the date the securities
are purchased or sold (trade date). The cost of shares sold or
distributed is determined on an average cost basis. Dividend income
is recorded on the ex-dividend date and interest income is accrued as
earned.
Investments in certain fixed income accounts which exceeded 5% of net
assets available for plan benefits as of December 31, 1993 are as
follows:
<PAGE> 12
IMO INDUSTRIES INC.
EMPLOYEES STOCK SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1993
NOTE B -- SIGNIFICANT ACCOUNTING POLICIES - Continued
Description of
Identity of Investment Including
Issuer, Borrower Maturing Date, Rate
Lessor or of Interest, Par Current
Similar Party or Maturity Value Cost Value
Transamerica Life 9% Group Annuity Contract, $4,407,036 $4,407,036
Insurance Company Due 12/31/93
8.45% Group Annuity 8,734,348 8,734,348
Contract, Due 12/31/95
Merrill Lynch Merrill Lynch Retirement 37,274,015 37,274,015
Trust Company Preservation Trust
Expenses: All Plan administrative expenses are paid by the Company.
Income Taxes: The Plan is qualified as a profit sharing plan, and
its related trust and custodial accounts are exempt from federal
income tax, under the Internal Revenue Code. Participants are not
subject to income tax on employer contributions, contributions made
through salary deferrals, or income credited to their accounts until
these amounts are distributed.
NOTE C -- WITHDRAWALS PAYABLE
At December 31, 1993 and 1992, withdrawals requested but not yet paid
were:
12/31/93 12/31/92
Imo Industries Inc. Common Fund $ 45,284 $ 10,727
Merrill Lynch Capital Fund 65,004 69,269
Merrill Lynch Retirement Preservation
Trust and Fixed Income Accounts 695,949 983,702
Commonwealth Equity Total Return Account
Contract 29,932 11,292
$836,169 $1,074,990
<PAGE> 13
<TABLE>
IMO INDUSTRIES INC. EMPLOYEES STOCK SAVINGS PLAN
(Supplementary Information)
SCHEDULE OF ASSETS HELD FOR INVESTMENT
December 31, 1993
<CAPTION>
Description of
Investment Maturity Date,
Identity of Issuer, Borrower Rate of Interest, Par or Current
Lessor or Similar Party Maturity Value Cost Value
<S> <C> <C> <C>
Common Stock: 1,326,673 Shares of
Imo Industries Inc.* Common Stock $ 18,550,006 $ 12,271,722
Capital Fund:
Merrill Lynch Capital Fund 489,895 Shares 12,428,272 13,702,371
Equity Index Fund:
Commonwealth Equity Total
Return Account Contract 8,340 Shares 4,133,196 4,738,742
Income Fund Acounts:
Transamerica Life
Insurance Company
9.00% Group Annuity
Contract, Due 12/31/93 4,407,036 4,407,036
8.45% Group Annuity
Contract, Due 12/31/95 8,734,348 8,734,348
Principal Financial Group 9.45% Group Annuity
Contract, Due 4/30/94 275,559 275,559
Group Annuity Contract
and GIC Sub-Total 13,416,943 13,416,943
EBP Real Estate Fund 100 Units 136,859 39,791
Southland Real Estate
Equity Fund 112.96 Units 157,503 129,915
Real Estate Sub-Total 294,362 169,706
Merrill Lynch Retirement
Preservation Trust 37,274,015 37,274,015
Income Fund Sub-Total 50,985,320 50,860,664
TOTAL $ 86,096,794 $ 81,573,499
</TABLE>
*Imo Industries Inc. is sponsor to the Plan.
<PAGE> 14
<TABLE>
IMO INDUSTRIES INC. EMPLOYEES STOCK SAVINGS PLAN
(Supplementary Information)
SCHEDULE OF REPORTABLE TRANSACTIONS
Year Ended December 31, 1993
<CAPTION>
Number of Purchase Selling Cost Gain
Investment Transactions Price Price Basis (Loss)
<S> <C> <C> <C> <C> <C>
CATEGORY iii - Series of Transactions in Excess of 5% of Fair Value of Plan Assets
Merrill Lynch 78 $8,005,728
Retirement
Preservation Trust
Merrill Lynch 25 $5,996,551 $5,996,551 $0
Retirement
Preservation Trust
Merrill Lynch 58 3,186,906
Capital Fund
Merrill Lynch 23 1,776,724 1,678,624 98,100
Capital Fund
</TABLE>
NOTE: There are no reportable transactions under CATEGORY i, ii or iv during the
year ended December 31, 1993.
<PAGE> 15
EXHIBIT 24 -- CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statements (Forms S-8 No. 33-13362 and No. 33-41260) pertaining to the
Imo Industries Inc. Employees Stock Savings Plan and in the Registration
Statement (Form S-8 No. 33-26118) pertaining to the Imo Industries Inc.
Equity Incentive Plan for Key Employees and the Equity Incentive Plan
for Outside Directors of Imo Industries Inc. of our report dated June
29, 1994, with respect to the financial statements and schedules of the
Imo Industries Inc. Employees Stock Savings Plan included in the Annual
Report (Form 11-K) for the year ended December 31, 1993.
/s/ Ernst & Young
Princeton, New Jersey
July 8, 1994
