<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 6, 1996
REGISTRATION NO. 333-3477
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
IMO INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
3561, 3566,
DELAWARE 3823, 3429 21-0733751
(State or other (Primary Standard
jurisdiction of Industrial
incorporation or Classification Code (I.R.S. Employer
organization) Numbers) Identification Number)
</TABLE>
IMO INDUSTRIES INC.
1009 LENOX DRIVE, BUILDING FOUR WEST
LAWRENCEVILLE, NEW JERSEY 08648
(609) 896-7600
(Name, address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
------------------------
THOMAS J. BIRD, ESQ.
IMO INDUSTRIES INC.
1009 LENOX DRIVE, BUILDING FOUR WEST
LAWRENCEVILLE, NEW JERSEY 08648
(609) 896-7600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
WITH A COPY TO:
RONALD F. DAITZ, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153-0119
(212) 310-8000
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: / /
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Imo Industries Inc. is a Delaware corporation. Subsection (b)(7) of Section
102 of the Delaware General Corporation Law (the "DGCL"), enables a corporation
in its original certificate of incorporation or an amendment thereto to
eliminate or limit the personal liability of a director to the corporation or
its stockholders for monetary damages for violations of the director's fiduciary
duty, except (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the DGCL (providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions) or
(iv) for any transaction from which a director derived an improper personal
benefit. Article IX of Imo's Restated Certificate of Incorporation has
eliminated the personal liability of directors to the fullest extent permitted
by Subsection (b)(7) of Section 102 of the DGCL.
Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding provided that such
director or officer acted in good faith in a manner reasonably believed to be
in, or not opposed to, the best interests of the corporation, and, with respect
to any criminal action or proceeding, provided further that such director or
officer had no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above, against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit
provided that such director or officer acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such director or officer shall have been adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
of the circumstances of the case, such director or officer is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
Section 145 further provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to in subsections (a) and (b) or in the defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith; that
indemnification and advancement of expenses provided for, by, or granted
pursuant to, Section 145 shall not be deemed exclusive of any other rights to
which the indemnified party may be entitled; and empowers the corporation to
purchase and maintain insurance on behalf of any person who is or was a director
or officer of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him or incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liabilities under Section 145.
Article XIII of the Company's By-Laws states that the corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action, suit or
II-1
<PAGE> 3
proceeding, by reason of the fact that he is or was a director, officer or
employee of the corporation, or is or was serving at the request of the
corporation as a director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in, or not opposed to the best interests of, the corporation.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
<TABLE>
<C> <C> <S>
3.1 -- The Company's Restated Certificate of Incorporation, as amended March 10, 1989
and November 10, 1992 (incorporated by reference to the Company's Form 10-K
for the year ended December 31, 1992 (the "1992 10-K")).
3.2 -- The Company's Bylaws (incorporated by reference to the Company's Form 10-K for
the year ended December 31, 1994 (the "1994 10-K")).
*4.1 -- Indenture, dated as of April 15, 1996, between the Company and IBJ Schroder
Bank & Trust Company, as trustee.
*4.2 -- Form of Notes (included in Exhibit 4.1)
*4.3 -- Registration Rights Agreement, dated as of April 23, 1996, between the Company
and the Initial Purchasers.
*5 -- Opinion of Weil, Gotshal & Manges LLP re: legality.
**8 -- Opinion of Weil, Gotshal & Manges LLP re: tax matters.
10.1 -- Amended and Restated Equity Incentive Plan for Key Employees (incorporated by
reference to the Company's Form S-8 (Registration No. 33-60533) as filed with
the SEC on June 23, 1995).
10.2 -- Amended and Restated 1988 Equity Incentive Plan for Outside Directors
(incorporated by reference to the Company's Form 10-Q for the quarter ended
September 30, 1995).
10.3 -- 1995 Equity Incentive Plan for Outside Directors (incorporated by reference to
the Company's Form S-8 (Registration No. 33-60535)).
10.4 -- The Company's Supplemental Retirement Income Plan (incorporated by reference
to the Company's Form 10-K for the year ended December 31, 1995 (the "1995
10-K")).
10.5 -- Change in Control Agreement dated January 9, 1987 between the Company and John
J. Carr (incorporated by reference to the 1992 10-K).
10.6 -- Change in Control Agreement dated December 23, 1988 between the Company and
Brian Lewis (incorporated by reference to the 1992 10-K).
10.7 -- Change in Control Agreement dated August 5, 1992 between the Company and
William M. Brown (incorporated by reference to the 1992 10-K).
10.8 -- Change in Control Agreement dated August 13, 1992 between the Company and
Thomas J. Bird (incorporated by reference to the 1992 10-K).
10.9 -- Employment Agreement dated September 13, 1993 between the Company and Donald
K. Farrar (incorporated by reference to the Company's Form 10-K for the year
ended December 31, 1993 (the "1993 10-K")); Amendment dated November 17, 1994
to the Employment Agreement between the Company and Donald K. Farrar
(incorporated by reference to the 1994 10-K).
10.10 -- Change in Control Agreement dated September 13, 1993 between the Company and
Donald K. Farrar (incorporated by reference to the 1993 10-K).
10.11 -- Change in Control Agreement dated October 2, 1995 between the Company and
David C. Christensen (incorporated by reference to the 1995 10-K).
</TABLE>
II-2
<PAGE> 4
<TABLE>
<C> <C> <S>
10.12 -- The Company's Salaried Employees Stock Savings Plan as amended on July 1, 1987
and as amended on June 14, 1988 (incorporated by reference to the Company's
Form 11-K filed with the SEC on April 13, 1988 and the Company's Form 10-K for
the year ended December 31, 1989); Amendment dated March 16, 1989 to the Imo
Industries Inc. Employees Stock Savings Plan (incorporated by reference to the
Company's Form 10-K for the year ended December 31, 1991 (the "1991 10-K"));
Amendments dated September 6, 1990 and February 14, 1991 to the Imo Industries
Inc. Employees Stock Savings Plan (incorporated by reference to the Company's
Form 10-K for the year ended December 31, 1990 (the "1990 10-K")); Amendment
dated May 9, 1991 to the Imo Industries Inc. Employees Stock Savings Plan
(incorporated by reference to the Company's Form S-8 filed with the SEC on
June 17, 1991)); Amendments dated December 30, 1991 and August 3, 1992 to the
Imo Industries Inc. Employees Stock Savings Plan (incorporated by reference to
the 1992 10-K); Trust Agreement for the Imo Industries Inc. Employees Stock
Savings Plan as of March 1, 1995 between the Company and Eagle Trust Company
(incorporated by reference to the 1994 10-K).
10.13 -- Distribution Agreement dated December 18, 1986 between Transamerica
Corporation and the Company (incorporated by reference to the Company's Form 8
Amendment No. 2 filed with the SEC on December 9, 1986 amending the Company's
Form 10 with the SEC on October 15, 1986 (the "Form 8")).
10.14 -- Tax Agreement between the Company and Transamerica Corporation (incorporated
by reference to the Form 8).
10.15 -- Warrant dated July 15, 1993 issued by the Company to The Prudential Insurance
Company of America (incorporated by reference to the Company's Form 10-K/A
filed with the SEC on August 6, 1993 amending the 1992 10-K).
10.16 -- Stock Purchase Agreement dated November 30, 1987 between the Company and
TRIFIN B.V. (incorporated by reference to the Company's Form 8-K filed with
the SEC on February 17, 1987).
10.17 -- Agreement and Plan of Merger, dated as of August 21, 1988, by and among the
Company, VI Acquisition Corp. and Varo Inc. (incorporated by reference to the
Company's Form 8-K filed with the SEC on October 14, 1988 (the "1988 8-K")).
10.18 -- Stock Option Agreement, dated as of August 21, 1988, between VI Acquisition
Corp. and Varo Inc. (incorporated by reference to the 1988 8-K).
10.19 -- Agreement for the purchase of the stock of Warren Pumps, Inc. by the Company
dated April 3, 1989 among the Company, Warren Pumps, Inc. and the holders of
all of the issued and outstanding stock of Warren Pumps, Inc. (incorporated by
reference to the 1991 10-K).
10.20 -- Stock Purchase Agreement dated as of May 31, 1990 among United Scientific
Holdings PLC, United Scientific Inc. and the Company (incorporated by
reference to the 1990 10-K).
10.21 -- Stock Purchase Agreement dated as of October 28, 1993 among the Company, Imo
Industries GmbH, Mark Controls Corporation and Mark Controls GmbH i. Gr., as
amended (incorporated by reference to the 1993 10-K).
10.22 -- German Asset Purchase Agreement among Imo Industries GmbH, Mark Controls GmbH
i. Gr., the Company and Mark Controls Corporation, as amended (incorporated by
reference to the 1993 10-K).
*10.23 -- Credit Agreement dated as of April 29, 1996 among the Company, as Borrower,
Varo Inc., as Guarantor, Warren Pumps, Inc., as Guarantor, the institutions
from time to time party thereto as Lenders and Issuing Banks, and Citicorp
USA, Inc., as Agent.
10.24 -- Asset Purchase Agreement dated as of November 4, 1994 by and among the
Company, Imo Industries International Inc. and Mannesmann Capital Corporation
(incorporated by reference to the Company's Form 10-Q for the quarter ended
September 30, 1994); Agreement, Amendment and Waiver dated January 17, 1995 by
and among the Company and Mannesmann Capital Corporation (incorporated by
reference to the 1994 10-K).
</TABLE>
II-3
<PAGE> 5
<TABLE>
<C> <C> <S>
10.25 -- Asset and Stock Purchase Agreement dated as of January 1, 1995 by and among
the Company and Thermo Jarrell Ash Corporation (incorporated by reference to
the 1994
10-K).
10.26 -- Purchase and Sale Agreement among Litton Industries, Inc., and Litton Systems,
Inc. and Imo Industries Inc., Baird Corporation, Optic-Electronic
International, Inc. and Varo Inc. dated May 11, 1995 and amended and restated
as of June 2, 1995 (incorporated by reference to the Company's Form 8-K filed
with the SEC on June 19, 1995).
*12 -- Computation of Ratio of Earnings to Fixed Charges.
21 -- Subsidiaries of the Company (incorporated by reference to the 1995 10-K).
*23.1 -- Consent of Ernst & Young LLP.
*23.2 -- Consent of Weil, Gotshal & Manges LLP (included in Exhibits 5 and 8).
*24 -- Power of Attorney (included on signature pages to Registration Statement).
*25 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of IBJ Schroder Bank & Trust Company, as trustee under the Indenture.
*99.1 -- Form of Letter of Transmittal.
*99.2 -- Form of Notice of Guaranteed Delivery.
*99.3 -- Form of Exchange Agent Agreement between IBJ Schroder Bank & Trust Company and
the Company.
</TABLE>
- ---------------
* Previously filed.
** Filed herewith.
(b) Schedule
Consolidated Financial Statement Schedule:
<TABLE>
<S> <C>
Report of Independent Auditors............................................. S-1
Schedule II -- Valuation and Qualifying Accounts........................... S-2
</TABLE>
ITEM 22. UNDERTAKINGS.
(a) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(b) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the Prospectus pursuant to
Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through the
date of responding to the request.
(c) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
(d) The undersigned Registrant hereby undertakes:
II-4
<PAGE> 6
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
II-5
<PAGE> 7
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, IMO INDUSTRIES
INC. HAS DULY CAUSED THIS AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
LAWRENCEVILLE, STATE OF NEW JERSEY ON AUGUST 6, 1996.
IMO INDUSTRIES INC.
By: /s/DONALD K. FARRAR
DONALD K. FARRAR
CHIEF EXECUTIVE
OFFICER,
PRESIDENT AND
DIRECTOR
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<C> <S> <C>
/s/ * Chief Executive Officer, August 6, 1996
- ------------------------------------------ President and Director
DONALD K. FARRAR (principal executive
officer)
/s/ * Executive Vice President, August 6, 1996
- ------------------------------------------ Chief Financial
WILLIAM M. BROWN Officer/Corporate Controller
(principal financial and
accounting officer)
/s/ * Director August 6, 1996
- ------------------------------------------
JAMES B. EDWARDS
/s/ * Director August 6, 1996
- ------------------------------------------
J. SPENCER GOULD
/s/ * Director August 6, 1996
- ------------------------------------------
RICHARD J. GROSH
/s/ * Director August 6, 1996
- ------------------------------------------
CARTER P. THACHER
/s/ * Director August 6, 1996
- ------------------------------------------
DONALD C. TRAUSCHT
/s/ * Director August 6, 1996
- ------------------------------------------
ARTHUR E. VAN LEUVEN
</TABLE>
- ------------
<TABLE>
<C> <S> <C>
* By /s/ BIRD THOMAS J.
- ------------------------------------------
THOMAS J. BIRD
ATTORNEY-IN-FACT
</TABLE>
II-6
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- -------- ----------------------------------------------------------------------------------
<C> <C> <S>
3.1 -- The Company's Restated Certificate of Incorporation, as amended March 10, 1989 and
November 10, 1992 (incorporated by reference to the Company's Form 10-K for the
year ended December 31, 1992 (the "1992 10-K"))...................................
3.2 -- The Company's Bylaws (incorporated by reference to the Company's Form 10-K for the
year ended December 31, 1994 (the "1994 10-K"))...................................
*4.1 -- Indenture, dated as of April 15, 1996, between the Company and IBJ Schroder Bank &
Trust Company, as trustee.........................................................
*4.2 -- Form of Notes (included in Exhibit 4.1)...........................................
*4.3 -- Registration Rights Agreement, dated as of April 23, 1996, between the Company and
the Initial Purchasers............................................................
*5 -- Opinion of Weil, Gotshal & Manges LLP re: legality................................
**8 -- Opinion of Weil, Gotshal & Manges LLP re: tax matters.............................
10.1 -- Amended and Restated Equity Incentive Plan for Key Employees (incorporated by
reference to the Company's Form S-8 (Registration No. 33-60533) as filed with the
SEC on June 23, 1995).............................................................
10.2 -- Amended and Restated 1988 Equity Incentive Plan for Outside Directors
(incorporated by reference to the Company's Form 10-Q for the quarter ended
September 30, 1995)...............................................................
10.3 -- 1995 Equity Incentive Plan for Outside Directors (incorporated by reference to the
Company's Form S-8 (Registration No. 33-60535))...................................
10.4 -- The Company's Supplemental Retirement Income Plan (incorporated by reference to
the Company's Form 10-K for the year ended December 31, 1995 (the "1995
10-K"))...........................................................................
10.5 -- Change in Control Agreement dated January 9, 1987 between the Company and John J.
Carr (incorporated by reference to the 1992 10-K).................................
10.6 -- Change in Control Agreement dated December 23, 1988 between the Company and Brian
Lewis (incorporated by reference to the 1992 10-K)................................
10.7 -- Change in Control Agreement dated August 5, 1992 between the Company and William
M. Brown (incorporated by reference to the 1992 10-K).............................
10.8 -- Change in Control Agreement dated August 13, 1992 between the Company and Thomas
J. Bird (incorporated by reference to the 1992 10-K)..............................
10.9 -- Employment Agreement dated September 13, 1993 between the Company and Donald K.
Farrar (incorporated by reference to the Company's Form 10-K for the year ended
December 31, 1993 (the "1993 10-K")); Amendment dated November 17, 1994 to the
Employment Agreement between the Company and Donald K. Farrar (incorporated by
reference to the 1994 10-K).......................................................
10.10 -- Change in Control Agreement dated September 13, 1993 between the Company and
Donald K. Farrar (incorporated by reference to the 1993 10-K).....................
10.11 -- Change in Control Agreement dated October 2, 1995 between the Company and David C.
Christensen (incorporated by reference to the 1995 10-K)..........................
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- -------- ----------------------------------------------------------------------------------
<C> <C> <S>
10.12 -- The Company's Salaried Employees Stock Savings Plan as amended on July 1, 1987 and
as amended on June 14, 1988 (incorporated by reference to the Company's Form 11-K
filed with the SEC on April 13, 1988 and the Company's Form 10-K for the year
ended December 31, 1989); Amendment dated March 16, 1989 to the Imo Industries
Inc. Employees Stock Savings Plan (incorporated by reference to the Company's Form
10-K for the year ended December 31, 1991 (the '1991 10-K')); Amendments dated
September 6, 1990 and February 14, 1991 to the Imo Industries Inc. Employees Stock
Savings Plan (incorporated by reference to the Company's Form 10-K for the year
ended December 31, 1990 (the '1990 10-K')); Amendment dated May 9, 1991 to the Imo
Industries Inc. Employees Stock Savings Plan (incorporated by reference to the
Company's Form S-8 filed with the SEC on June 17, 1991)); Amendments dated
December 30, 1991 and August 3, 1992 to the Imo Industries Inc. Employees Stock
Savings Plan (incorporated by reference to the 1992 10-K); Trust Agreement for the
Imo Industries Inc. Employees Stock Savings Plan as of March 1, 1995 between the
Company and Eagle Trust Company (incorporated by reference to the
1994 10-K)........................................................................
10.13 -- Distribution Agreement dated December 18, 1986 between Transamerica Corporation
and the Company (incorporated by reference to the Company's Form 8 Amendment No. 2
filed with the SEC on December 9, 1986 amending the Company's Form 10 with the SEC
on October 15, 1986 (the "Form 8"))...............................................
10.14 -- Tax Agreement between the Company and Transamerica Corporation (incorporated by
reference to the Form 8)..........................................................
10.15 -- Warrant dated July 15, 1993 issued by the Company to The Prudential Insurance
Company of America (incorporated by reference to the Company's Form 10-K/A filed
with the SEC on August 6, 1993 amending the 1992 10-K)............................
10.16 -- Stock Purchase Agreement dated November 30, 1987 between the Company and TRIFIN
B.V. (incorporated by reference to the Company's Form 8-K filed with the SEC on
February 17, 1987)................................................................
10.17 -- Agreement and Plan of Merger, dated as of August 21, 1988, by and among the
Company, VI Acquisition Corp. and Varo Inc. (incorporated by reference to the
Company's Form 8-K filed with the SEC on October 14, 1988 (the "1988 8-K")).......
10.18 -- Stock Option Agreement, dated as of August 21, 1988, between VI Acquisition Corp.
and Varo Inc. (incorporated by reference to the 1988 8-K).........................
10.19 -- Agreement for the purchase of the stock of Warren Pumps, Inc. by the Company dated
April 3, 1989 among the Company, Warren Pumps, Inc. and the holders of all of the
issued and outstanding stock of Warren Pumps, Inc. (incorporated by reference to
the 1991 10-K)....................................................................
10.20 -- Stock Purchase Agreement dated as of May 31, 1990 among United Scientific Holdings
PLC, United Scientific Inc. and the Company (incorporated by reference to the 1990
10-K).............................................................................
10.21 -- Stock Purchase Agreement dated as of October 28, 1993 among the Company, Imo
Industries GmbH, Mark Controls Corporation and Mark Controls GmbH i. Gr., as
amended (incorporated by reference to the 1993 10-K)..............................
10.22 -- German Asset Purchase Agreement among Imo Industries GmbH, Mark Controls GmbH i.
Gr., the Company and Mark Controls Corporation, as amended (incorporated by
reference to the 1993 10-K).......................................................
*10.23 -- Credit Agreement dated as of April 29, 1996 among the Company, as Borrower, Varo
Inc., as Guarantor, Warren Pumps, Inc., as Guarantor, the institutions from time
to time party thereto as Lenders and Issuing Banks, and Citicorp USA, Inc., as
Agent.............................................................................
10.24 -- Asset Purchase Agreement dated as of November 4, 1994 by and among the Company,
Imo Industries International Inc. and Mannesmann Capital Corporation (incorporated
by reference to the Company's Form 10-Q for the quarter ended September 30, 1994);
Agreement, Amendment and Waiver dated January 17, 1995 by and among the Company
and Mannesmann Capital Corporation (incorporated by reference to the 1994
10-K).............................................................................
</TABLE>
<PAGE> 10
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- -------- ----------------------------------------------------------------------------------
<C> <C> <S>
10.25 -- Asset and Stock Purchase Agreement dated as of January 1, 1995 by and among the
Company and Thermo Jarrell Ash Corporation (incorporated by reference to the 1994
10-K).............................................................................
10.26 -- Purchase and Sale Agreement among Litton Industries, Inc., and Litton Systems,
Inc. and Imo Industries Inc., Baird Corporation, Optic-Electronic International,
Inc. and Varo Inc. dated May 11, 1995 and amended and restated as of June 2, 1995
(incorporated by reference to the Company's Form 8-K filed with the SEC on June
19, 1995).........................................................................
*12 -- Computation of Ratio of Earnings to Fixed Charges.................................
21 -- Subsidiaries of the Company (incorporated by reference to the 1995 10-K)..........
*23.1 -- Consent of Ernst & Young LLP......................................................
*23.2 -- Consent of Weil, Gotshal & Manges LLP (included in Exhibits 5 and 8)..............
*24 -- Power of Attorney (included on signature pages to Registration Statement).........
*25 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of IBJ Schroder Bank & Trust Company, as trustee under the
Indenture.........................................................................
*99.1 -- Form of Letter of Transmittal.....................................................
*99.2 -- Form of Notice of Guaranteed Delivery.............................................
*99.3 -- Form of Exchange Agent Agreement between IBJ Schroder Bank & Trust Company and the
Company...........................................................................
</TABLE>
- ---------------
* Previously filed.
** Filed herewith.
<PAGE> 1
WEIL, GOTSHAL & MANGES LLP
A Limited Liability Partnership
Including Professional Corporations
767 Fifth Avenue, New York NY 10153-0119
(212) 310-8000
Fax: (212) 310-8007
August 6, 1996
Imo Industries Inc.
1009 Lenox Drive, Building Four West
Lawrenceville, NJ 08468
Ladies and Gentlemen:
You have requested our opinion regarding certain federal income tax
consequences of (i) the exchange pursuant to the offer (the "Exchange Offer") by
Imo Industries Inc. (the "Company") of its 11-3/4% Senior Subordinated Notes due
2006 (the "New Notes") for its 11-3/4% Senior Subordinated Notes due 2006 (the
"Old Notes") and (ii) the ownership, sale and redemption of the New Notes.
In formulating our opinion as to the matters certified, we have
examined such documents as we have deemed appropriate, including the
Registration Statement of the Company on Form S-4 (Registration No. 333-3477)
dated May 10, 1996, filed with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended to the date hereof (such Registration
Statement as amended being referred to hereinafter as the "Registration
Statement"). Also, we have obtained such additional information as we have
deemed relevant and necessary through consultation with various officers and
representatives of the Company.
The terms of the Exchange Offer, of the Old Notes and of the New
Notes, in each case as set forth in the Registration Statement, are incorporated
herein by reference.
Subject to the foregoing, and based upon the terms of the Exchange
Offer and the terms of the Old Notes and of the New Notes, as set forth in the
Registration Statement, the legal conclusions set forth under the heading
"Certain U.S. Federal Income Tax Consequences" in the Registration Statement
represent our opinion as to the material U.S.
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federal income tax consequences of the consummation of the Exchange Offer and of
the holding of the New Notes.
The foregoing opinion is based on current provisions of the Internal
Revenue Code of 1986, as amended, the Treasury Regulations promulgated and
proposed thereunder, published pronouncements of the Internal Revenue Service,
and case law, any of which may be changed at any time with retroactive effect.
No opinion is expressed on any matters other than those specifically referred to
herein.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm therein.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
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