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, 1995
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.
1009 Lenox Drive
Lawrenceville, NJ 08648
(Name of Issuer of the Securities Held
Pursuant to the Plan and the Address
of its Principal Executive Office)
IMO INDUSTRIES INC. EMPLOYEES STOCK SAVING PLAN
ANNUAL REPORT ON FORM 11-K
December 31, 1995
INDEX
Page
Reference
SIGNATURE PAGE........................................... 3
AUDITED FINANCIAL STATEMENTS
Report of Independent Auditors........................... 4
Statements of Net Assets Available for Plan Benefits..... 5-6
Statements of Changes in Net Assets Available for Plan
Benefits................................................ 7-8
Notes to Financial Statements............................ 9-12
SUPPLEMENTARY INFORMATION
Assets Held for Investment............................... 13
Reportable Transactions.................................. 14
EXHIBITS
Consent of Independent Auditors.......................... 15
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 thereunto 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: June 27, 1996
3
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, 1995 and 1994
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, 1995
and 1994, 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 performed 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, 1995, 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 Fund Information in the
statement of net assets available for benefits and the
statement of changes in net assets available for benefits is
presented for purposes of additional analysis rather than to
present the net assets available for benefits and changes in
net assets available for benefits of each fund. The
supplemental schedules and Fund Information have been
subjected to the auditing procedures applied in our audits of
the financial statements and, in our opinion, are fairly
stated in all material respects in relation to the financial
statements taken as a whole.
/s/ Ernst & Young LLP
Princeton, NJ
June 24, 1996
4
<TABLE>
IMO INDUSTRIES INC.
EMPLOYEES STOCK SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1995
<CAPTION>
Imo Merrill SEI SEI
Industries Lynch Equity S&P 500
Inc. Capital Income Index
Common Stock Fund Fund Fund
<S> <C> <C> <C> <C>
Investments, at fair
value (Note B):
Imo Industries
Inc. Common Stock $6,434,202
Mutual fund $13,161,269 $353,182 $5,354,235
Collective Trust
Fund (cost
approximates
market)
Group Annuity
Contract at
contract
value
Total Investments 6,434,202 13,161,269 353,182 5,354,235
Cash 163,826
Participant loans 59,989 164,798 65,765
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $6,658,017 $13,326,067 $353,182 $5,420,000
See notes to financial statements.
5
</TABLE>
<TABLE>
IMO INDUSTRIES INC.
EMPLOYEES STOCK SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1995
<CAPTION>
SEI
Small Scudder SEI
Cap Interna- Fixed Stable
Growth tional Income Asset
Fund Fund Account Fund Total
<S> <C> <C> <C> <C> <C>
Investments, at
fair value (Note
B):
Imo Industries
Inc. Common Stock $ 6,434,202
Mutual fund $546,938 $167,182 19,582,806
Collective Trust
Fund (cost
approximates
market) $24,550,082 24,550,082
Group Annuity
Contract at
contract value $2,504,696 2,504,696
Total Investments 546,938 167,182 2,504,696 24,550,082 53,071,786
Cash 163,826
Participant Loans 35,710 388,088 714,350
NET ASSETS
AVAILABLE FOR
PLAN BENEFITS $546,938 $167,182 $2,540,406 $24,938,170 $53,949,962
See notes to financial statements.
5
</TABLE>
<TABLE>
IMO INDUSTRIES INC.
EMPLOYEES STOCK SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1994*
<CAPTION>
Imo Merrill
Industries Lynch Fixed
Inc. Capital Income
Common Stock Fund Account
<S> <C> <C> <C>
Investments, at fair
value (Note B):
Imo Industries Inc.
Common Stock $14,046,526
Mutual fund $14,363,180
Collective Trust
Fund (cost approx-
imates market)
Group Annuity
Contract at contract
value $7,730,015
Investment Contract
Total Investments 14,046,526 14,363,180 7,730,015
Cash
Accrued Interest and
Dividends Receivable
Contributions Paid
(Received) in
Advance 2,486 (841)
Due (To) From Other
Funds 4,615 31,755
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $14,053,627 $14,394,094 $7,730,015
* Reclassified to conform to 1995 presentation.
See notes to financial statements.
6
</TABLE>
<TABLE>
IMO INDUSTRIES INC.
EMPLOYEES STOCK SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1994*
<CAPTION>
Merrill
Lynch Commonwealth
Retirement Equity Total
Preservation Return
Trust & Account
Other Fund Contract Total
<S> <C> <C> <C>
Investments, at fair
value (Note B):
Imo Industries Inc.
Common Stock $14,046,526
Mutual fund 14,363,180
Collective Trust
Fund (cost approxi-
mates market) $38,224,818 38,224,818
Group Annuity
Contract at
contract value 7,730,015
Investment Contract $5,155,483 5,155,483
Total Investments 38,224,818 5,155,483 79,520,022
Cash 56,833 56,833
Accrued Interest and
Dividends Receivable 9,716 9,716
Contributions Paid
(Received) in
Advance (2,793) 2,492 1,344
Due (To) From Other
Funds 34,181 (70,551) 0
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $38,322,755 $5,087,424 $79,587,915
*Reclassified to conform to 1995 presentation.
See notes to financial statements.
6
</TABLE>
<TABLE>
IMO INDUSTRIES INC.
EMPLOYEES STOCK SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended December 31, 1995
<CAPTION>
Imo Merrill SEI SEI
Industries Lynch Equity S&P 500
Inc. Capital Income Index
Common Stock Fund Fund Fund
<S> <C> <C> <C> <C>
Investment Income:
Interest
Dividends $1,367,488 $43,479 $141,677
Net realized and
unrealized gains
(losses) $(5,814,249) 2,278,378 (4,089) 927,425
Total investment
income (loss) (5,814,249) 3,645,866 39,390 1,069,102
Contributions:
Employee 404,925 884,479 34,960 395,059
Employer 712,716
Total Investment
Income (Loss) and
Contributions (4,696,608) 4,530,345 74,350 1,464,161
Distributions to
participants:
Shares (967,671) (270,051)
Cash (906,511) (1,663,475) (258) (603,332)
(1,874,182) (1,933,526) (258) (603,332)
Net Loan Activity (57,094) (159,176) (29) (62,864)
Net Interfund
Transfers 505,229 (263,435) 277,694 5,562,759
Net Transfers (to)
from Other Plans (1,272,955) (3,242,235) 1,425 (940,724)
Net Increase
(Decrease) (7,395,610) (1,068,027) 353,182 5,420,000
Net assets available
for plan benefits
at beginning of year 14,053,627 14,394,094 0 0
NET ASSETS AVAILABLE
FOR PLAN BENEFITS
AT END OF YEAR $6,658,017 $13,326,067 $353,182 $5,420,000
See notes to financial statements.
7
</TABLE>
<TABLE>
IMO INDUSTRIES INC.
EMPLOYEES STOCK SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended December 31, 1995
<CAPTION>
SEI Commonwealth
Small Scudder Equity Total
Cap Interna- Return Fixed
Growth tional Account Income
Fund Fund Contract Account
<S> <C> <C> <C> <C>
Investment Income:
Interest $311,974
Dividends $97,428 $5,275
Net realized and
unrealized gains
(losses) (52,994) 684 $435,165
Total investment
income (loss) 44,434 5,959 435,165 311,974
Contributions:
Employee 41,076 35,821 42,508
Employer
Total Investment
Income (Loss) and
Contributions 85,510 41,780 477,673 311,974
Distributions to
participants:
Shares
Cash (203) (197) (99,733) (834,050)
(203) (197) (99,733) (834,050)
Net Loan Activity 555 596 (35,709)
Net Interfund
Transfers 455,206 118,255 (5,466,223) (281,582)
Net Transfers (to)
from Other Plans 5,870 6,748 859 (4,350,242)
Net Increase
(Decrease) 546,938 167,182 (5,087,424) (5,189,609)
Net assets available
for plan benefits at
beginning of year 0 0 5,087,424 7,730,015
NET ASSETS AVAILABLE
FOR PLAN BENEFITS
AT END OF YEAR $546,938 $167,182 $0 $2,540,406
See notes to financial statements.
7
</TABLE>
<TABLE>
IMO INDUSTRIES INC.
EMPLOYEES STOCK SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended December 31, 1995
<CAPTION>
Merrill Lynch
Retirement
Preservation SEI
Trust & Other Stable Asset
Fund Fund Total
<S> <C> <C> <C>
Investment Income:
Interest $375,320 $1,253,241 $1,940,535
Dividends 1,655,347
Net realized and
unrealized gains
(losses) (2,229,680)
Total investment
income (loss) 375,320 1,253,241 1,366,202
Contributions:
Employee 368,726 1,047,735 3,255,289
Employer 712,716
Total Investment
Income (Loss) and
Contributions 744,046 2,300,976 5,334,207
Distributions to
participants:
Shares (1,237,722)
Cash (1,467,083) (6,056,840) (11,631,682)
(1,467,083) (6,056,840) (12,869,404)
Net Loan Activity (376,495) (690,216)
Net Interfund
Transfers (37,600,379) 36,692,476 0
Net Transfers (to)
from Other Plans 661 (7,621,947) (17,412,540)
Net Increase
(Decrease) (38,322,755) 24,938,170 (25,637,953)
Net assets available
for plan benefits
at beginning of
year 38,322,755 0 79,587,915
NET ASSETS AVAILABLE
FOR PLAN BENEFITS
AT END OF YEAR $0 $24,938,170 $53,949,962
See notes to financial statements.
7
</TABLE>
<TABLE>
IMO INDUSTRIES INC.
EMPLOYEES STOCK SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended December 31, 1994*
<CAPTION>
Imo Merrill Commonwealth
Industries Lynch Equity Total
Inc. Capital Return Account
Common Stock Fund Contract
<S> <C> <C> <C>
Investment Income:
Interest
Dividends $1,298,995
Net realized and
unrealized gains
(losses) $3,656,516 (1,242,119) $67,046
Total investment
income (loss) 3,656,516 56,876 67,046
Contributions:
Employee 658,998 1,542,043 792,723
Employer
Total Investment
Income (Loss) and
Contributions 4,315,514 1,598,919 859,769
Distributions to
participants:
Shares (661,908) (38,126)
Cash (1,815,792) (1,946,634) (820,495)
(2,477,700) (1,984,760) (820,495)
Net Interfund
Transfers (119,170) 536,636 31,458
Net Transfers (to)
from Other Plans 15,188 31,724 32,149
Net Increase
(Decrease) 1,733,832 182,519 102,881
Net assets available
for plan benefits at
beginning of year 12,319,795 14,211,575 4,984,543
NET ASSETS AVAILABLE
FOR PLAN BENEFITS
AT END OF YEAR $14,053,627 $14,394,094 $5,087,424
*Reclassified to conform to 1995 presentation.
See notes to financial statements.
8
</TABLE>
<TABLE>
IMO INDUSTRIES INC.
EMPLOYEES STOCK SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended December 31, 1994*
<CAPTION>
Merrill Lynch
Retirement
Fixed Preservation
Income Trust & Other
Account Fund Total
<S> <C> <C> <C>
Investment Income:
Interest $648,230 $2,295,436 $2,943,666
Dividends 1,298,995
Net realized and
unrealized gains
(losses) 2,481,443
Total investment
income (loss) 648,230 2,295,436 6,724,104
Contributions:
Employee 2,493,902 5,487,666
Employer 0
Total Investment
Income (Loss) and
Contributions 648,230 4,789,338 12,211,770
Distributions to
participants:
Shares (700,034)
Cash (1,581,436) (7,691,296) (13,855,653)
(1,581,436) (7,691,296) (14,555,687)
Net Interfund
Transfers (4,923,428) 4,474,504 0
Net Transfers (to)
from Other Plans 52,501 131,562
Net Increase
(Decrease) (5,856,634) 1,625,047 (2,212,355)
Net assets available
for plan benefits at
beginning of year 13,586,649 36,697,708 81,800,270
NET ASSETS AVAILABLE
FOR PLAN BENEFITS
AT END OF YEAR $7,730,015 $38,322,755 $79,587,915
* Reclassified to conform to 1995 presentation.
See notes to financial statements.
8
</TABLE>
IMO INDUSTRIES INC.
EMPLOYEES STOCK SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
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 on the first day of the month
following the date of hire. 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 who work less than 1,020 hours per year; (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 $9,240 for the 1995 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. Effective July 1,
1995 the Company restored its matching contribution,
previously suspended in July 1992, at 25% of the first 6% of
each participant's pre-tax contribution. In addition, in April
1995 the Company made a one-time contribution of $410,000 to
the Plan to fund a difference in the number of shares of Imo
Industries Inc. Common Stock as reported by the recordkeeper
and trustee. This difference resulted from timing differences
in execution of transactions by the recordkeeper and trustee.
Effective April 1, 1995, these timing differences no longer
occur due to a change in trustee (See Note E) and preparation
of daily reconciliations of fund balances.
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.
Effective January 1, 1995, the Plan was amended to allow for
participant loans. Under the new provisions, participants,
who are active employees of the Company, may borrow from their
fund accounts a minimum of $500 up to a maximum of the lesser
of $50,000 or 50% of their account balance. Principal
repayments and interest are deposited into the participant's
account through payroll deductions. Loans must be repaid in
full within five years. Upon termination of employment from
the Company any outstanding loan balance must be repaid
within 90 days.
9
Participants may elect to have their pre-tax contributions
invested in any of the following investments in 1% increments:
(i) Company's Common Stock; (ii) Merrill Lynch Capital Fund,
Inc., a mutual fund investing in equity, debt and convertible
securities; (iii) SEI Stable Asset Fund, a collective trust
fund consisting primarily of guaranteed insurance contracts;
(iv) SEI Equity Income Fund, a mutual fund investing in stocks
of large companies; (v) SEI S&P 500 Index Fund, a mutual fund
investing in stocks of companies included in the S&P 500
Index; (vi) SEI Small Cap Growth Fund, a mutual fund investing
in stocks of small, growing companies; and (vii) Scudder
International Fund, a mutual fund investing in stocks of
companies in Europe, Asia, and South America. The Company's
matching contributions to the Plan are invested in the
Company's Common Stock, and any dividends received will be
reinvested in the Company's Common Stock. Participants may
change their contribution rate once every thirty days. Changes
in investment options for future contributions and redirection
of investments may be done at any time.
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
permitted rate of employer matching contributions. Although
it has not expressed any intent to do so, the Company has the
right under the Plan to terminate the Plan subject to the
provisions of the Employee Retirement Income Security Act of
1974.
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 SEI Stable Asset
Fund are valued at cost plus accrued interest which
approximates market value. Shares of mutual funds 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). Dividend
income is recorded on the ex-dividend date and interest income
is accrued as earned.
Expenses: All Plan administrative expenses are paid by the
Company.
Management Estimates: The preparation of financial statements
in conformity with generally accepted accounting principles
requires management of the Plan to make estimates and
assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ
from those estimates.
10
Income Taxes: The Plan obtained its latest determination
letter on December 18, 1987, in which the Internal Revenue
Service stated that the Plan, as then designed, was in
compliance with Section 401(a) of the Internal Revenue Code
("IRC") and the Plan's related trust is tax-exempt under IRC
Section 501(a). The Plan has adopted amendments required by
subsequent legislation and filed for a new determination
letter on March 30, 1995. The Plan administrator believes that
the Plan is currently being operated in compliance with the
applicable requirements of the IRC.
NOTE C -- INVESTMENTS
The cost of investments and number of shares or units held at
December 31, 1995 and 1994 were as follows:
<TABLE>
<CAPTION>
1995 1994
Shares Cost Shares Cost
<S> <C> <C> <C> <C>
Imo Industries Inc.
Common Stock 935,884 $11,838,640 1,146,655 $15,814,509
Merrill Lynch
Capital Fund 430,885 11,467,293 558,879 14,335,633
SEI Equity Income
Fund 22,896 360,943 -- --
SEI S&P 500 Index
Fund 268,733 4,521,242 -- --
SEI Small Cap Growth
Fund 32,908 621,466 -- --
Scudder International
Fund 3,824 167,742 -- --
Commonwealth Equity
Total Return Account
Contract -- -- 8,955 4,561,684
Transamerica Life
Insurance Company
8.45% Group Annuity
Contract -- 2,504,696 -- 7,730,015
Merrill Lynch
Retirement
Preservation
Trust -- -- -- 38,185,630
EBP Real Estate Fund 100 136,859
SEI Stable Asset Fund -- 24,550,082 -- --
$56,032,104 $80,764,330
11
</TABLE>
On January 3, 1996 the Transamerica Life Insurance Company
8.45% Group Annuity Contract was redeemed and proceeds were
invested in the SEI Stable Asset Fund.
NOTE D -- WITHDRAWALS PAYABLE
At December 31, 1995 there were no withdrawals requested but
not yet paid. At December 31, 1994, withdrawals requested but
not yet paid were:
12/31/94
Imo Industries Inc.Common
Stock Fund $ 21,934
Merrill Lynch Capital Fund 56,788
Commonwealth Equity Total
Return Account Contract 45,272
Merrill Lynch Retirement
Preservation Trust 486,996
$ 610,990
NOTE E -- CHANGE IN TRUSTEE
Effective March 1, 1995, the Plan assets were transferred from
Merrill Lynch Trust Company as trustee to SEI Trust, an
affiliate of SEI Corporation, as part of an upgrade program
intended to increase participation in the Plan. The
appointment of SEI Trust as trustee combined the record
keeping and trustee functions with the same provider.
NOTE F -- TRANSFERS TO OTHER PLANS
As a result of the sale of the Company's Turbomachinery and
Baird AID businesses in January 1995, approximately 300
participants, or 9% of total participants, withdrew from the
Plan approximately $2.2 million in the form of distributions
and $4.5 million in the form of rollovers to other qualified
plans. In addition, in April 1995, a separate plan was
established for the participants associated with Varo, Inc., a
wholly-owned subsidiary of the Company. Approximately $12.9
million in assets were transferred to the Varo Plan.
12
<TABLE>
IMO INDUSTRIES INC. EMPLOYEES STOCK SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT
December 31, 1995
<CAPTION>
Identity of Issuer, Current
Borrower, Lessor or Description of Cost Value
Similar Party Investment
<S> <C> <C> <C>
Imo Industries Inc.* 935,884 Shares of $11,838,640 $6,434,202
Common Stock
Merrill Lynch Capital 430,885 Shares 11,467,293 13,161,269
Fund
SEI Equity Income Fund 22,896 Shares 360,943 353,182
SEI S&P 500 Index Fund 268,733 Shares 4,521,242 5,354,235
SEI Small Cap Growth 32,908 Shares 621,466 546,938
Fund
Scudder International 3,824 Shares 167,742 167,182
Fund
Transamerica Life 8.45% Group Annuity 2,504,696 2,504,696
Insurance Company** Contract Due
12/31/95
SEI Stable Asset Fund 24,550,082 24,550,082
$56,032,104 $53,071,786
Loans to Participants Payment terms vary
with interest rates
ranging from 9.7%
to 10% $714,350 $714,350
*Imo Industries Inc. is sponsor to the Plan.
** On January 3, 1996 the Transamerica Life Insurance Company
8.45% Group Annuity Contract was redeemed and proceeds were invested in
the SEI Stable Asset Fund.
13
</TABLE>
<TABLE>
IMO INDUSTRIES INC. EMPLOYEES STOCK SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
Year Ended December 31, 1995
<CAPTION>
Number of Purchase Selling Cost Gain
Investment Transact- Price Price* Basis* (Loss)
ions
CATEGORY i -- Individual Transactions in Excess of 5% of Fair Value
of Plan Assets
<S> <C> <C> <C> <C> <C>
Merrill Lynch
Retirement
Preservation
Trust $7,560,863 $7,560,863
Commonwealth
Equity Total
Return
Account
Contract 5,466,223 4,461,586 $1,004,637
SEI Stable Asset
Fund $7,560,863 7,560,863
SEI S&P 500 Index
Fund 5,387,920 5,387,920
CATEGORY iii -- Series of Transactions in Excess of 5% of Fair Value
of Plan Assets
Merrill Lynch
Capital Fund 143 $4,157,810 $3,703,529 $454,281
Merrill Lynch
Retirement
Preservation
Trust 5 8,931,925 8,931,925
Commonwealth
Equity
Total Return
Account
Contract 6 5,636,507 4,607,541 1,028,966
SEI S&P 500 Index
Fund 107 6,439,492 6,439,492
SEI Stable Asset
Fund 137 11,991,203 11,991,203
SEI Stable Asset
Fund 151 11,833,208 11,833,208
NOTE: There are no reportable transactions under CATEGORY ii
or iv during the year ended December 31, 1995.
* Selling price and cost basis of purchases represent the fair
value of the investments on dates of transactions.
14
</TABLE>
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. and in the Registration Statement (Form S-8 No. 33-
60535) pertaining to the Imo Industries Inc. 1995 Equity
Incentive Plan for Outside Directors and in the
Registration Statement (Form S-8 No. 33-60533) pertaining
to the Imo Industries Inc. Equity Incentive Plan for Key
Employees of our report dated June 24, 1996, 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, 1995.
/s/ Ernst & Young LLP
Princeton, New Jersey
June 27, 1996
15
