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): August 28, 1997
Imo Industries Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-9294 21-0733751
(State or other (Commission File Number) (IRS Employer
jurisdiction of 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 1. Changes in Control of Registrant.
On August 28, 1997, II Acquisition Corp. acquired approximately
93% of the Registrant's outstanding shares of common stock
pursuant to its tender offer for all outstanding shares of common
stock of the Registrant (the "Offer to Purchase") which expired,
as scheduled on August 27, 1997. The consideration paid was
$7.05 per share of common stock or $112,137,098 in total.
In connection with the Change in Control, each of Mr. Donald K.
Farrar, Mr. Carter B. Thacher, Mr. Arthur E. Van Leuven, Mr.
Richard J. Grosh, Mr. James B. Edwards and Mr. Donald C. Trauscht
resigned as directors of the Company and Mr. Steven M. Rales took
office as a Class I Director of the Company, Mr. Mitchell P.
Rales took office as a Class II Director of the Company, Mr.
Philip W. Knisely, took office as a Class III Director of the
Company, Mr. Neil D. Cohen took office as a Class II Director of
the Company and Mr. King David Boyer Jr., took office as a Class
I Director of the Company. Messrs. Cohen and Boyer were
appointed to succeed Messrs. Edwards and Grosh and each of
Messrs. Cohen and Boyer is a Continuing Director for the purposes
of Article Ten of the Company's Restated Certificate of
Incorporation ("Article Ten"). Further information about Article
Ten is included in Section 15 of the Offer to Purchase.
Reference is also made to the Information Statement pursuant to
Section 14 (f) of the Securities Exchange Act of 1934, as
amended, and Rule 14f-1 thereunder (the "Information Statement")
and to the Supplement to the Information Statement.
Also in connection with the Change in Control, each of Mr. Donald
K. Farrar, Mr. William M. Brown, Mr. Thomas J. Bird and Mr.
Donald N. Rosenberg are no longer Executive Officers of the
Registrant and Mr. Philip W. Knisely, took office as President
and Chief Executive Officer, Mr. John A. Young, took office as
Vice President and Assistant Secretary and Messrs. Michael G.
Ryan and Joseph O. Bunting III, took office as Vice President.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Offer to Purchase dated July 31, 1997 (Incorporated by
reference to Exhibit A to the Registrant's Schedule 14D-9
Solicitation / Recommendation Statement filed with the Commission
on July 31, 1997).
99.2 Information Statement pursuant to Section 14 (f) of the
Securities Exchange Act of 1934, as amended, and Rule 14f-1
thereunder dated July 31, 1997 (Incorporated by reference to
Schedule 1 to the Registrant's Schedule 14D-9 Solicitation/
Recommendation Statement filed with the Commission on July 31,
1997).
99.3 Supplement to Information Statement as previously
filed with the Commission on August 19, 1997.
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: September 12, 1997 By: /s/ John A. Young
John A. Young
Vice President
