SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 17, 1995
Imo Industries Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-9294 21-0733751
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1009 Lenox Drive, Building Four West
Lawrenceville, New Jersey 08648
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 609-896-7600
Not Applicable
(Former name or address if changed since last report)
IMO INDUSTRIES INC.
Form 8-K Current Report
Item 2. Disposition of Assets.
On January 17, 1995, the Registrant completed the sale of its Delaval
Turbine and TurboCare divisions, which comprise substantially all of the
Registrant's Turbomachinery business segment, and its 50% interest in
Delaval-Stork, a Dutch joint venture, to Mannesmann Capital Corporation,
a subsidiary of Mannesmann Demag of Dusseldorf, Germany, for $124
million in cash. Of this amount, $109 million was received at closing,
with the remainder earning interest to the Registrant and to be received
at specified future contract dates. A portion of the proceeds have been
used by the Registrant to pay off its domestic senior debt and the
excess has been invested in short term investments. The transaction,
which will be reflected in the Registrant's financial statements in the
first quarter of 1995, will result in an estimated gain of approximately
$40 million after-tax.
Also reflected in the pro forma adjustments are the effects of the
January 3, 1995 sale of the Baird Analytical Instruments division to
Thermo Instrument Systems Inc., a subsidiary of Thermo Electron
Corporation, for $12.3 million in cash, which was used to reduce its
domestic senior debt. The loss was previously recognized in connection
with the net realizable value adjustment on the entire Electro-Optical
Systems business recorded in 1993.
The purchase prices were determined on the basis of arms length
negotiations between the parties.
The Registrant's press releases announcing such information are filed
herewith as exhibits.
Item 7. Financial Statements, Pro Forma Information and Exhibits.
(b) Pro Forma Financial Information:
IMO INDUSTRIES INC. AND SUBSIDIARIES PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The consolidated balance sheet as of September 30, 1994 and the
consolidated statement of income for the nine month period then
ended, as presented in the Registrant's Form 10-Q filed with the
Commission on November 14, 1994, reflected both the Electro-
Optical Business and the Turbomachinery Business segments as
discontinued operations in accordance with Accounting Principles
Board Opinion No. 30 and, are incorporated herein by reference.
The following pro forma condensed consolidated statement of
income for the year ended December 31, 1993 gives effect to the
sale of the Registrant's Delaval Turbine and TurboCare divisions
and its 50% interest in Delaval Stork. The consolidated income
statement for the year ended December 31, 1993 as filed by the
Registrant on Form 10-K on March 31, 1994 fully reflected the
discontinuance of the Company's Electro-Optical Systems Business
segment of which the Registrant's Baird Analytical Instruments
division was a part. The adjustments to the pro forma condensed
consolidated income statements assume that both transactions were
consummated prior to January 1, 1993. The closing of the last
transaction occurred on January 17, 1995.
These pro forma statements are not necessarily indicative of the
results that actually would have occurred if the sale had been in
effect as of and for the periods presented or that may be achieved
in the future.
Imo Industries Inc. and Subsidiaries
Pro Forma Condensed Consolidated Statement of Income (Unaudited)
For the Twelve Months Ended December 31, 1993
(Amounts In thousands, except per share data)
<TABLE>
<CAPTION>
Imo Industries Turbomachinery
Inc. and Business Pro Forma Pro Forma
Subsidiaries Segment Adjustments Consolidated
<S> <C> <C> <C> <C>
NET SALES 641,709 (147,526) 0 494,183
Cost of Products sold 458,769 (109,101) 0 349,668
GROSS PROFIT 182,940 (38,425) 0 144,515
Selling, General and Administrative
Expenses 135,002 (28,936) 2,437 a 108,503
Research and Development 11,332 (2,109) 0 9,223
Unusual Items 17,726 (2,025) 0 15,701
INCOME FROM OPERATIONS 18,880 (5,355) (2,437) 11,088
Interest Expense, Net 45,579 0 (10,789)b 34,790
Other (Income) Expense - Net (172) (433) 0 (605)
Equity in Income of Unconsolidated
Companies (2,550) 2,781 0 231
LOSS FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES AND
MINORITY INTEREST (23,977) (7,703) 8,352 (23,328)
Income Taxes 15,000 (1,400) 0 13,600
Minority Interest 164 0 0 164
NET LOSS FROM CONTINUING OPERATIONS (39,141) (6,303) 8,352 (37,092)
EARNINGS PER SHARE:
Net Loss From Continuing Operations ($2.32) ($0.37) $0.49 ($2.20)
Weighted Average Number of Shares
Outstanding 16,891 16,891 16,891 16,891
a Represents an adjustment for general corporate overhead expense included in the results of the Turbomachinery business
operations.
b Interest savings calculated for the twelve months ended December 31, 1993, based on Imo Industries Inc.'s revised debt
as of the date of the transaction.
</TABLE>
(c) Exhibits:
The following exhibits are being filed with this report:
Exhibit No. Description
99.1 Press Release dated January 6, 1995
by Imo Industries Inc.
99.2 Press Release dated January 17, 1995
by Imo Industries Inc.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
Imo Industries Inc.
(Registrant)
Date: January 31, 1995 By: /s/ WILLIAM M. BROWN
William M. Brown
Executive Vice President
and Chief Financial Officer
For additional information contact:
Paul B. Lazovick
Director of Investor Relations
609-896-7615
FOR IMMEDIATE RELEASE
IMO SELLS ANALYTICAL INSTRUMENTS DIVISION
LAWRENCEVILLE, NJ, January 6, 1995 - Imo Industries Inc. (NYSE-IMD)
announced today that it has sold its Baird Analytical Instruments
Division to Thermo Instrument Systems Inc. for approximately $12.3
million in cash, which Imo used to reduce bank debt.
The sale is part of Imo's previously announced divestiture of its
Electro-Optical Systems business. Included in the transaction is the
assumption of certain liabilities by Thermo Instrument Systems, and Imo
retains ownership of a building in the Netherlands that it intends to
sell.
Thermo Instrument Systems, based in Santa Fe, New Mexico, is a public
subsidiary of Thermo Electron Corporation.
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For additional information contact:
Paul B. Lazovick
Director of Investor Relations
609-896-7615
FOR IMMEDIATE RELEASE
IMO COMPLETES SALE OF TURBOMACHINERY OPERATIONS
LAWRENCEVILLE, NJ, January 17, 1995 - Imo Industries Inc. (NYSE-IMD)
today announced that it has completed the sale of its Delaval Turbine
and Turbocare Divisions and its 50% interest in Delaval-Stork, a Dutch
joint venture, to Mannesmann Demag for $124 million. A portion of the
proceeds have been used by Imo to pay off its
domestic bank loans.
Donald K. Farrar, Imo's chairman and chief executive officer, said,
"This sale and the associated payment of debt accomplishes a major part
of Imo's previously announced asset divestiture and debt reduction
program. As a result, the Company's balance sheet and liquidity are
substantially improved. We intend to take advantage of the opportunity
to make strategic investments in Imo, designed to enhance its future
growth potential."
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