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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5
(FINAL AMENDMENT)
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
IMO INDUSTRIES INC.
(NAME OF SUBJECT COMPANY)
II ACQUISITION CORP.
(BIDDER)
COMMON STOCK, $1.00 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
452540107
(CUSIP NUMBER OF CLASS OF SECURITIES)
JOHN A. YOUNG
SECRETARY
II ACQUISITION CORP.
9211 FOREST HILL AVENUE
SUITE 109
RICHMOND, VIRGINIA 23235
(804) 560-4070
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF BIDDER)
COPY TO:
MEREDITH M. BROWN, ESQ.
DEBEVOISE & PLIMPTON
875 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 909-6000
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CUSIP No. 452540107
<TABLE>
<S> <C> <C>
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1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS II
ACQUISITION CORP.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS AF, WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,903,721
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 93%
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10 TYPE OF REPORTING PERSON CO
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II Acquisition Corp. ("Purchaser") hereby amends and supplements its Tender
Offer Statement on Schedule 14D-1 (the "Statement"), originally filed on July
31, 1997 and amended on August 1, 1997, August 8, 1997, August 21, 1997 and
August 26, 1997, with respect to its offer to purchase all outstanding shares of
common stock, par value $1.00 per share, of Imo Industries Inc. (the "Company"),
a Delaware corporation, and each associated right to purchase shares of the
Company's Series B Junior Participating Preferred Stock (together with the
common stock, the "Shares"), at a price of $7.05 per Share, net to the seller in
cash.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 of this Statement is hereby amended and supplemented as follows:
The Offer expired at 12:00 Midnight, New York City time, on Wednesday,
August 27, 1997. According to the Depositary, based on a preliminary count,
there were validly tendered and not properly withdrawn approximately 15,903,721
Shares (including 121,327 Shares tendered by means of a Notice of Guaranteed
Delivery) as of the Expiration Date, representing approximately 93% of the
Shares currently outstanding. The Purchaser accepted for payment all Shares
validly tendered in accordance with the Offer.
On August 28, 1997, Constellation Capital Partners LLC issued a press
release, a copy of which is attached hereto as Exhibit(a)(14) and is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of this Schedule 14D-1 is hereby amended and supplemented by adding
the following text thereafter.
(a)(14) Press Release issued by Constellation Capital Partners LLC on
August 28, 1997.
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After due inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
II ACQUISITION CORP.
By: /s/ PHILIP W. KNISELY
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Name: Philip W. Knisely
Title: President and Chief Executive
Officer
MITCHELL P. RALES
/s/ MITCHELL P. RALES
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STEVEN M. RALES
/s/ STEVEN M. RALES
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August 29, 1997
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NO.
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(a)(1)* Form of Offer to Purchase dated July 31, 1997.
(a)(2)* Form of Letter of Transmittal.
(a)(3)* Form of Notice of Guaranteed Delivery.
(a)(4)* Form of Letter from Schroder & Co. 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 New York Times on July 31, 1997.
(a)(8)* Joint Press release issued by the Company and Purchaser on July 25, 1997.
(a)(9)* Form of Letter of Transmittal for Imo Industries Inc. Employees Stock Savings
Plan.
(a)(10)* Form of Letter of Transmittal, as amended.
(a)(11)* Press release issued by Purchaser on August 8, 1997.
(a)(12)* Form of Letter of Transmittal dated August 21, 1997 for Imo Industries Inc.
Employees Stock Savings Plan.
(a)(13)* Amended Offer to Purchase dated August 26, 1997.
(a)(14) Press Release issued by Constellation Capital Partners, LLC on August 28, 1997.
(b)(1)* Senior Note dated July 23, 1997 issued to Janelia Farm Corp. by Purchaser.
(b)(2)* Subordinated Note dated July 23, 1997 issued to Mitchell P. Rales by Purchaser.
(b)(3)* Subordinated Note dated July 23, 1997 issued to Steven M. Rales by Purchaser.
(b)(4)* Commitment Letter, dated July 24, 1997, between Purchaser and Constellation
Capital Partners LLC, and the Bank of Nova Scotia and NationsBank, N.A., as
Managing Agents.
(b)(5)* Stock Subscription Agreement, dated as of July 23, 1997, between Purchaser and
Colfax Capital Corporation.
(c)(1)* Share Purchase Agreement dated as of July 25, 1997 between Purchaser and the
Company.
(c)(2)* Confidentiality Agreement dated May 19, 1997 between the Company and
Constellation Capital Partners LLC.
(c)(3)* Letter of Intent dated as of July 30, 1997 between Purchaser and Danaher
Corporation.
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* As previously filed.
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[CONSTELLATION CAPITAL PARTNERS LLC LETTERHEAD]
FOR IMMEDIATE RELEASE CONTACT: John A. Young
Vice President
(804) 560-4074
CONSTELLATION CAPITAL ANNOUNCES
CONSUMMATION OF TENDER OFFER FOR IMO INDUSTRIES INC.
Richmond, VA, August 28, 1997 -- Constellation Capital Partners LLC announced
today that its affiliate, II Acquisition Corp. consummated a tender offer for
all outstanding shares of common stock (including the associated Series B
Junior Participating Preferred Stock Purchase Rights) of Imo Industries Inc.
(NYSE:IMD) at $7.05 per share. According to First Chicago Trust Company of New
York, the depositary for the tender offer, based on preliminary count,
approximately 15.9 million shares of common stock were tendered pursuant to the
tender offer representing approximately 93 percent of the outstanding shares of
common stock. The offer expired, as scheduled, at 12:00 Midnight, EDT, on
Wednesday, August 27, 1997.
Imo Industries Inc., with 1996 sales of $469 million, is a diversified
manufacturer of pumps, fluid sensors, motion control products, remote control
systems and automotive components, with operations worldwide.
Constellation Capital Partners LLC is a private equity firm based in Richmond,
Virginia.
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