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): February 7, 1996
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 5. Other Events.
In a press release dated February 7, 1996, the Registrant
announced that its Board of Directors has approved a plan to
sell the Registrant's Italian based Roltra-Morse unit and
that the Registrant has engaged both a commercial bank and
an investment banking firm to assist in the overall
refinancing of its domestic senior debt and $220 million of
currently outstanding subordinated debt. The Registrant
expects the sale of the Roltra-Morse unit and the
refinancing to be completed in 1996.
The information set forth in this Item 5 is qualified in its
entirety by reference to the Registrant's press release
announcing such information, which is filed herewith as an
exhibit.
Item 7. Exhibits.
The following exhibit is being filed with this report:
Exhibit No. Exhibit
____________ _____________
99 Press release dated
February 7, 1996 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: February 22, 1996 By: /s/ WILLIAM M. BROWN
William M. Brown
Executive Vice President
and Chief Financial
Officer/Controller
IMO INDUSTRIES INC.
FORM 8-K CURRENT REPORT
DATED FEBRUARY 7, 1996
EXHIBIT 99
Press Release Dated February 7, 1996
by Imo Industries Inc.
For additional information contact:
R. A. Derr II
Vice President & Treasurer
Director, Investor Relations
609-896-7632
FOR IMMEDIATE RELEASE
IMO INDUSTRIES SETS FINAL STAGE OF RESTRUCTURING PROGRAM
- Sale of Roltra-Morse Unit Planned -
- Refinancing Program Initiated -
- Operating Costs to be Further Cut -
- Announces Strategic Acquisitions -
LAWRENCEVILLE, NEW JERSEY, FEBRUARY 7, 1996 - Imo Industries
Inc. (NYSE-IMD) today said that it is proceeding with the
final stage of its program to focus on its core operations,
strengthen its balance sheet, lower its operating costs and
enhance its opportunities for profitable growth. As part of
this program, the Company said that its Board of Directors
has approved a plan to sell the Company's Italian based
Roltra-Morse unit, which is a major supplier of latches,
door panels, flexible cable and window controls to the
automotive industry. The Company expects to apply proceeds
from the transaction to reduce debt.
The Company has engaged both a commercial bank and an
investment banking firm to assist in the overall refinancing
of its domestic senior debt and $220 million of currently
outstanding subordinated debt. The Company expects the
refinancing to be completed in 1996.
Another part of the program is to reduce the Company's
general and administrative expenses by at least $5 million
annually, which the Company believes can be achieved based
on the results of a Company-wide review of these costs begun
in the third quarter of 1995. Additionally, the Company has
initiated the rationalization of certain of its European
operating facilities included within the Morse Controls and
Instrumentation operations. It is expected that the savings
and improvements from these restructuring and cost reduction
programs will begin to be realized in the second quarter of
1996.
Imo said it expects to report its 1995 year-end results
about February 15, and that these results will include
charges in connection with the above programs and other
restructurings. The charges associated with these items
will exceed profits generated in the fourth quarter.
The Company said it expects the sale of Roltra-Morse, which
has annual revenues of approximately $100 million, to be non-
dilutive on an EPS basis and to result in a positive impact
on domestic cash flow. It said that Roltra-Morse will be
accounted for as a discontinued operation and that the
Company expects to record a gain on the sale in 1996. The
Company also announced that it has engaged the investment
banking firm of CS First Boston to assist in the sale of
this business.
Donald Farrar, chairman and chief executive officer of Imo,
stated that "Roltra-Morse is an excellent business with
first-rate technology and state-of-the-art manufacturing.
We believe, however, that in today's global economy it would
be better positioned as part of an organization that has a
larger commitment to the international automotive market
than Imo."
Mr. Farrar also announced today that the Company recently
completed the strategic acquisition of RMH Controls which
has operations in Sweden and the UK. RMH is a specialized
manufacturer of electronic controls which will provide a
broader product offering for the Morse Controls business.
In addition, the Company has reached agreement for another
acquisition which, if consummated upon completion of ongoing
due diligence reviews, would further support the Company's
pump operations in Europe. These acquisitions are expected
to add a minimum of 2% to revenue growth in 1996.
"Coupled with our previously announced formation by the
Morse Controls business of a manufacturing joint venture in
the Peoples Republic of China, these acquisitions are a part
of our strategic plan to expand our international presence
in businesses where we have proven market leadership. With
the completion of the restructuring program, we will have a
substantially strengthened balance sheet and will be well
positioned to support profitable growth in our four core
operations -- Morse Controls, Pumps, Power Transmission and
Instrumentation -- all of which enjoy market leadership
status and significant competitive strengths", Mr. Farrar
said.
Imo Industries is a diversified manufacturer of pumps, fluid
sensors and motion control products worldwide.
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