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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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IMO INDUSTRIES INC.
(Name of Subject Company)
---------------
UD DELAWARE CORP.
AND
UNITED DOMINION INDUSTRIES LIMITED
(Bidder)
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COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)
---------------
452540107
(CUSIP Number of Class of Securities)
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RICHARD L. MAGEE, ESQ.
SECRETARY
UD DELAWARE CORP.
UNITED DOMINION INDUSTRIES LIMITED
2300 ONE FIRST UNION CENTER
CHARLOTTE, NORTH CAROLINA 28202-6039
TELEPHONE: (704) 347-6800
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
COPY TO:
STEPHEN M. LYNCH, ESQ.
ROBINSON, BRADSHAW & HINSON, P.A.
1900 INDEPENDENCE CENTER
101 NORTH TRYON STREET
CHARLOTTE, NORTH CAROLINA 28246
TELEPHONE: (704) 377-2536
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Page 1 of 8 pages.
The exhibit index begins on page 7.
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CUSIP No. 452540107 SCHEDULE 14D-1 Page 2 of 8 pages
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
UD Delaware Corp.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
BK, WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
- --------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0.0%
- --------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
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CUSIP No. 452540107 SCHEDULE 14D-1 Page 3 of 8 pages
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
United Dominion Industries Limited
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
BK, WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- --------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
- --------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0.0%
- --------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
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Page 4 of 8 pages
This Amendment No. 2 (this "Amendment No. 2") is to the Tender Offer
Statement on Schedule 14D-1 (the "Statement") that relates to the offer by UD
Delaware Corp., a Delaware corporation ("Purchaser") and an indirect wholly
owned subsidiary of United Dominion Industries Limited, a corporation organized
under the laws of Canada ("Parent"), to purchase all outstanding shares of
Common Stock, par value $1.00 per share, of Imo Industries Inc., a Delaware
corporation, and associated Rights, at a price of $6.00 per Share, net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in Purchaser's Offer to Purchase dated July 2, 1997 (the
"Offer to Purchase") and in the related Letter of Transmittal (which, as amended
from time to time, together constitute the "Offer"), copies of which were
attached to the Statement as Exhibits (a)(1) and (a)(2) thereto, respectively.
The Offer is scheduled to expire at 12:00 midnight, New York City time, on July
30, 1997, unless extended in accordance with the Offer to Purchase. The
Statement was filed with the Securities and Exchange Commission on July 2, 1997.
Capitalized terms used in this Amendment No. 2 but not defined herein
have the meanings ascribed to such terms in the Offer to Purchase and the
Statement.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 is hereby amended and supplemented by adding to the end thereof
the following:
At 11:59 p.m., New York City time, on July 22, 1997, the
waiting period under the HSR Act with respect to the purchase of Shares
pursuant to the Offer expired. On July 23, 1997, Parent issued a press
release with respect to the foregoing, a copy of which is filed as
Exhibit (a)(12) hereto, which is incorporated by reference herein.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding the following:
(a)(12) Press release issued by Parent on July 23, 1997
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Page 5 of 8 pages
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
UD DELAWARE CORP.
By: /s/ GLENN A. EISENBERG
-----------------------------
Name: Glenn A. Eisenberg
Title: Vice President
By: /s/ RICHARD L. MAGEE
-----------------------------
Name: Richard L. Magee
Title: Secretary
July 23, 1997
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Page 6 of 8 pages
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
UNITED DOMINION INDUSTRIES LIMITED
By: /s/ GLENN A. EISENBERG
-----------------------------
Name: Glenn A. Eisenberg
Title: Senior Vice President
By: /s/ RICHARD L. MAGEE
-----------------------------
Name: Richard L. Magee
Title: Secretary
July 23, 1997
<PAGE> 7
Page 7 of 8 pages
EXHIBIT INDEX
Exhibit
No.
(a)(1)* Form of Offer to Purchase dated July 2, 1997
(a)(2)* Form of Letter of Transmittal
(a)(3)* Form of Notice of Guaranteed Delivery
(a)(4)* Form of Letter from Goldman, Sachs & Co. and Union Bancaire
Privee International, Inc. to Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees
(a)(5)* Form of Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees to Clients
(a)(6)* Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
(a)(7)* Summary Advertisement as published in The Wall Street Journal on
July 2, 1997
(a)(8)* Press release issued by Parent on June 26, 1997
(a)(9)* Press release issued by the Company on June 26, 1997
(a)(10)* Form of Letter of Transmittal for Imo Industries Inc. Employee
Stock Savings Plan
(a)(11)* Press release issued by Parent on July 17, 1997
(a)(12) Press release issued by Parent on July 23, 1997
(b)(1)* Commitment letter dated June 24, 1997 from Royal Bank of Canada
in favor of Parent and United Dominion Industries, Inc.
(c)(1)* Agreement and Plan of Merger, dated as of June 26, 1997, among
Parent, Purchaser and the Company
(c)(2)* Confidentiality Agreement dated April 25, 1997 between the
Company and Parent
(c)(3)* Letter Agreement dated June 16, 1997 between the Company and
Parent regarding exclusive time period for examination of the
Company by Parent
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* Previously filed.
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Page 8 of 8 pages
Exhibit (a)(12)
[LOGO]
UNITED DOMINION NEWS
CONTACT--
Media - Nancy Spurlock (704) 347-6838 FOR IMMEDIATE RELEASE
Analysts - Michael Morgan (704) 347-6529
UNITED DOMINION INDUSTRIES ANNOUNCES EXPIRATION OF WAITING PERIOD
IN TENDER OFFER FOR STOCK OF IMO INDUSTRIES
CHARLOTTE, NORTH CAROLINA (July 23, 1997) -- United Dominion Industries
Limited (NYSE, TSE:UDI) and its indirect wholly owned subsidiary, UD Delaware
Corp. ("UD"), today announced that the waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act with respect to the purchase by UD in its
tender offer for the shares of common stock and associated rights of Imo
Industries Inc. ("Imo") expired at 11:59 p.m. on July 22, 1997. UD commenced its
tender offer to purchase all outstanding shares of common stock and associated
rights of Imo Industries Inc. at a price of $6.00 per share, net to the seller
in cash, pursuant to its Offer to Purchase dated July 2, 1997 and related Letter
of Transmittal. The tender offer is scheduled to expire at 12:00 midnight, New
York City time, on July 30, 1997, unless the tender offer is extended in
accordance with the terms of the Offer to Purchase.
United Dominion is a diversified manufacturer of proprietary,
engineered products for customers worldwide.
Goldman, Sachs & Co. and Union Bancaire Privee International, Inc. are
acting as the Dealer Managers for the tender offer. MacKenzie Partners, Inc. is
serving as the Information Agent. For further information please contact the
Information Agent at (800) 322-2885 or mail requests to the Information Agent at
156 Fifth Avenue, New York, New York 10010.
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