<PAGE> 1
As filed with the Securities and Exchange Commission on July 29, 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. 4/Final)
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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
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
<PAGE> 3
CUSIP No. 452540107 SCHEDULE 14D-1 Page 3 of 8 pages
- --------------------------------------------------------------------------------
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. 4/Final (this "Amendment No. 4/Final") 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 (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, the "Right" and collectively, the "Rights")
issued pursuant to the Rights Agreement, dated as of April 30, 1997, 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"), 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 Statement was filed with the Securities and Exchange
Commission on July 2, 1997.
Capitalized terms used in this Amendment No. 4 but not defined herein
have the meanings ascribed to such terms in the Offer to Purchase and the
Statement. This Amendment No. 4 reports the termination of the Offer and
constitutes Purchaser's final amendment to the Statement.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 is hereby amended and supplemented by adding to the end thereof
the following:
Purchaser has terminated the Offer, and a wholly owned
subsidiary of Parent, UD Note Corp., has terminated the Note Tender
Offer. On July 29, 1997, Parent issued a press release with respect
to the foregoing, which is filed as Exhibit (a)(14) hereto, which is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding the following:
(a)(14) Press release issued by Parent on July 29, 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/ Robert P. McKinney
-----------------------------
Name: Robert P. McKinney
Title: Assistant Secretary
July 29, 1997
<PAGE> 6
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/ Robert P. McKinney
-----------------------------
Name: Robert P. McKinney
Title: Assistant Secretary
July 29, 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
(a)(13)* Press release issued by Parent on July 28, 1997
(a)(14) Press release issued by Parent on July 29, 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)(14)
[LOGO]
UNITED DOMINION NEWS
CONTACT--
Michael Morgan -- Analysts (704) 347-6529 FOR IMMEDIATE RELEASE
Nancy H. Spurlock -- Media (704) 347-6838
UNITED DOMINION INDUSTRIES ANNOUNCES TERMINATION OF TENDER OFFERS
TO ACQUIRE IMO INDUSTRIES STOCK AND SENIOR SUBORDINATED NOTES
CHARLOTTE, NORTH CAROLINA (July 29, 1997) -- United Dominion Industries
Limited (NYSE, TSE:UDI) announced today that its subsidiaries, UD Delaware
Corp. and UD Note Corp., have terminated their respective tender offers to
acquire the common stock and associated rights of IMO Industries Inc. ("IMO")
and IMO's $155 million 11 3/4% senior subordinated notes. Each such tender offer
was commenced by an Offer to Purchase dated July 2, 1997.
"We are disappointed that Imo Industries will not become a part of
United Dominion," said William R. Holland, chairman and chief executive
officer. "However, we believe our offer of $6 per share for the Imo common
stock, plus a 20 percent premium for the Imo bonds, was a full and fair price.
We are not prepared to pay more."
"We are excited about our other previously announced tender offer for
Core Industries (NYSE: CRI). This transaction is near completion with the
tender offer ending tomorrow at midnight. Core, a diversified manufacturer of
engineered products, fits United Dominion's growth strategy and expands our
product line in profitable niche markets."
United Dominion Industries Ltd. and its indirect wholly owned
subsidiary, UD Nevada Corp. (UD), commenced a tender offer to purchase all
outstanding common stock of Core Industries Inc at a price of $25 per share,
net to the seller in cash, on July 2, 1997. 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.
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