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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF 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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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 and August 8, 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 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)(12) Form of Letter of Transmittal dated August 21, 1997 for Imo
Industries Inc. Employees Stock Savings Plan.
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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
August 21, 1997
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO.
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<S> <C>
(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.
(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.
</TABLE>
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* As previously filed.
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OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES
OF COMMON STOCK AND ASSOCIATED RIGHTS
OF IMO INDUSTRIES INC. AT $7.05 NET PER SHARE BY
II ACQUISITION CORP.
August 21, 1997
To Participants in the Imo Industries Inc. Employees Stock Savings Plan:
By letter from Eagle Trust Company, now known as SEI Trust Company (the
"Trustee"), dated July 31, 1997 (the "July 31 Letter"), you received an Offer to
Purchase Imo Industries Inc. Common Stock and Rights (collectively, the
"Shares") at a purchase price of $7.05 per Share. The July 31 Letter informed
you that Shares held for your account, in the Imo Industries Inc. Employees
Stock Savings Plan (the "Plan") could be tendered only by the Trustee as the
Shares' holder of record.
The July 31 Letter further asked whether you wished to have the Trustee
tender any or all of the Shares held in your Plan account, upon the terms and
conditions set forth in the Offer.
THE IMO INDUSTRIES INC. BOARD OF DIRECTORS RECOMMENDS THAT ALL IMO
STOCKHOLDERS TENDER THEIR SHARES PURSUANT TO THE OFFER.
The Plan has been amended, including a provision amending tender offer
procedures (the "Amendment"). The Amendment does not change your right to
instruct the Trustee to tender any or all of the Shares held in your Plan
account, as set forth in the Offer. The Amendment provides that if the Trustee
receives no instructions from a Plan participant regarding any Shares in the
participant's Plan account, the Trustee may determine, as it deems appropriate
in its sole judgment, whether to tender such Shares.
IF YOU PREVIOUSLY NOTIFIED THE TRUSTEE TO TENDER THE SHARES HELD IN YOUR
PLAN ACCOUNT, NO FURTHER ACTION BY YOU IS REQUIRED.
If you desire to change written instructions you previously gave to the
Trustee regarding the Offer, or if you have not given any such instructions, you
may complete the form on the other side of this letter, and mail it in the
enclosed envelope. Please note that this form should be received by the
Depositary for the Offer prior to 5:00 PM New York time on Monday, August 25,
1997, to permit the Trustee ample time to tender Shares prior to the expiration
of the Offer. If this form is properly completed and timely received by the
Depositary for the Offer, it will supersede any previous instructions the
Trustee received regarding Shares held in your Plan account.
Capitalized terms used herein which are defined in the July 31 Letter shall
have the meaning assigned to them in the July 31 Letter. Except as otherwise
specified herein, this letter dated August 21, 1997 is in all respects subject
to the provisions of the July 31 Letter.
Very truly yours,
SEI Trust Company
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INSTRUCTIONS WITH RESPECT TO THE OFFER TO
PURCHASE FOR CASH ALL OUTSTANDING
SHARES OF COMMON STOCK AND
ASSOCIATED RIGHTS OF IMO INDUSTRIES INC.
The undersigned acknowledge(s) receipt of your August 21, 1997 letter, the
July 31 Letter, the Offer to Purchase (the "Offer to Purchase"), and the related
Letter of Transmittal (which, as amended from time to time, together constitute
the "Offer"), in connection with the offer by II Acquisition Corp., a Delaware
corporation (the "Purchaser") and an affiliate of Constellation Capital Partners
LLC, a private investment firm, to purchase all outstanding shares of common
stock, par value $1.00 per share (the "Common Stock"), of Imo Industries Inc., a
Delaware corporation (the "Company"), and each associated right to purchase
shares of the Company's Series B Junior Participating Preferred Stock
(individually, a "Right" and collectively, the "Rights") issued pursuant to the
Rights Agreement dated as of April 30, 1997, as amended, between the Company and
First Chicago Trust Company of New York (such shares of Common Stock and the
Rights collectively referred to as the "Shares").
This will instruct you whether to tender to the Purchaser the number of
Shares indicated below which are held by you for the account of the undersigned,
upon the terms and subject to the conditions set forth in the Offer.
All Shares to be Tendered [ ]
No Shares to be Tendered [ ]
Number of Shares to be Tendered
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SIGN HERE
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SIGNATURE(S)
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PRINT NAME(S)
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AREA CODE AND TELEPHONE NUMBER(S)
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TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER(S)
Questions or requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective addresses and telephone numbers
listed below.
THE INFORMATION AGENT FOR THE OFFER IS:
D.F. KING & CO., INC.
CALL TOLL FREE: (800) 549-6650
OR
CALL COLLECT:
(212) 269-5550
THE DEALER MANAGER FOR THE OFFER IS:
SCHRODER & CO. INC.
THE EQUITABLE CENTER
787 SEVENTH AVENUE
NEW YORK, NEW YORK 10019-6014
CALL TOLL FREE: (800) 426-7209
