UNITED STATES
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): July 25, 1997
Imo Industries Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-9294 21-0733751
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification Number)
incorporation)
1009 Lenox Drive,
Building Four West, Lawrenceville, NJ 08648-0550
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 896-7600
Not Applicable
(Former name or former address,
if changed since last report)
Item 5. Other Events.
In a press release dated July 25, 1997 , the Registrant
announced that the Registrant and II Acquisition Corp. had
executed a definitive agreement providing for the acquisition of
the Registrant by II Acquisition Corp.
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. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press release dated July 25, 1997 issued by the
Registrant.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, Registrant has duly caused this Report to be signed on
its behalf by the undersigned hereunto duly authorized.
IMO INDUSTRIES INC.
Date: July 28, 1997 By: /s/ William M. Brown
William M. Brown
Executive Vice
President and Chief
Financial Officer and
Corporate Controller
For additional information, contact:
Imo Industries Inc.
R.A. Derr II,
Vice President & Treasurer
Director, Investor Relations
(609) 896-7632
II Acquisition Corp.
John A. Young
Vice President
(804) 560-4074
News Release
FOR IMMEDIATE RELEASE
IMO INDUSTRIES ANNOUNCES SALE TO II ACQUISITION CORP., AN
AFFILIATE OF CONSTELLATION CAPITAL PARTNERS LLC, AND
TERMINATES SALE TO UNITED DOMINION INDUSTRIES
LAWRENCEVILLE, NJ (July 25, 1997) -- Imo Industries Inc.
(NYSE:IMD) announced today that it has executed a definitive
agreement with II Acquisition Corp. ("Acquisition Corp."), an
affiliate of Constellation Capital Partners LLC, pursuant to
which Acquisition Corp. will commence a cash tender offer for all
outstanding shares of Imo common stock at a price of $7.05 per
share, net in cash.
Imo had previously announced on June 26, 1997 that it had entered
into a merger agreement with United Dominion Industries Limited
pursuant to which a wholly owned subsidiary of United Dominion
("UD") commenced on July 2, 1997 a cash tender offer for all of
the outstanding shares of Imo common stock at a price of $6 per
share. Earlier today, the Imo Board of Directors unanimously
determined that the Acquisition Corp. offer was on terms more
favorable to Imo's stockholders. In addition, Imo withdrew its
approval of United Dominion's tender offer and the other
transactions contemplated by the merger agreement with United
Dominion and exercised its right to terminate the merger
agreement.
Imo's Board has approved Acquisition Corp.'s tender offer, has
determined that Acquisition Corp.'s tender offer is fair to, and
in the best interests of, Imo's stockholders and recommends that
Imo's stockholders accept Acquisition Corp.'s tender offer. Imo's
Board of Directors was advised by Credit Suisse First Boston
Corporation that the consideration to be received by tendering
holders of Imo common stock pursuant to Acquisition Corp.'s
tender offer is fair to such holders from a financial point of
view.
Pursuant to the terms of the United Dominion merger agreement, $8
million is being paid to United Dominion as a result of Imo's
termination of the merger agreement and United Dominion will be
reimbursed for up to $2 million of its expenses incurred in
connection with the transactions contemplated by the merger
agreement.
Unlike the UD agreement, the Acquisition Corp. agreement does not
contemplate an offer to purchase Imo's 11-3/4% Senior
Subordinated Notes due 2006 or solicit consents from the holders
of the notes to amend the indenture governing the notes or
contemplate a merger with Imo following completion of the tender
offer.
Acquisition Corp.'s tender offer for the shares of Imo common
stock is conditioned on the receipt of more than 80% of the
outstanding shares. Any shares not purchased in the tender offer
will remain outstanding.
Imo Chairman and Chief Executive Officer Donald K. Farrar said,
"Acquisition Corp.'s offer of $7.05 per share exceeds United
Dominion's offer by more than 17% and does not include any
financing condition. Imo's Board of Directors believes
Acquisition Corp.'s offer will provide Imo's stockholders better
value than United Dominion's offer. Acquisition Corp. has also
indicated that, after successful completion of its tender offer,
it looks forward to working with us in order to improve our
operations and continue to deliver superior products to our
customers."
"Imo has solid operating companies and we look forward to working
with our new associates in their continuous improvement efforts
on quality, cost and service", said Philip W. Knisely, President
of Constellation and of Acquisition Corp.
Acquisition Corp. will commence its tender offer for all the
common stock of Imo on or before August 1, 1997.
If an Imo stockholder that has tendered shares pursuant to UD's
offer wishes to withdraw such tender, such stockholder must
deliver a written or facsimile transmission notice of withdrawal
to First Chicago Trust Company of New York prior to 12:00
midnight, New York City time, on July 30, 1997, unless the UD
offer is extended (in which case a tendering stockholder can
withdraw his tender at any time prior to the expiration of the UD
offer).
If UD elects to terminate its offer, it is required to promptly
return any shares tendered. Certain additional procedures that
must be followed to withdraw such tender, as well as First
Chicago's address and facsimile numbers, are set forth in UD's
offer to purchase dated July 2, 1997 that was previously
distributed to Imo stockholders. Stockholders with any questions
regarding UD's offer can also contact MacKenzie Partners, the
information agent for UD's offer, at 1-800-322-2885.
Imo Industries, with 1996 sales of $469 million, is a diversified
manufacturer of pumps, fluid sensors, motion control products,
remote control systems, and automobile components, with
operations worldwide.
Constellation Capital is a private equity firm based in Richmond,
VA. Constellation also owns Ameridrives International, a
manufacturer of mechanical power transmission clutches and
couplings.
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