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): November 5, 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)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountants.
(a)(1)
(i) On November 5, 1997, the Registrant dismissed
Ernst & Young LLP ("E&Y") as its principal independent
accountant.
(iii) The decision to change accountants was recommended
and approved by the Company's Board of Directors.
(iv)-(v) During the fiscal years ended December 31, 1996
and December 31, 1995 and during the period January 1,
1997 through November 5, 1997, there were no
disagreements with E&Y on any matter of accounting
principles or practices, financial statement disclosure
or auditing scope or procedures or any reportable
event.
(a)(2)
(i) On November 5, 1997, the Registrant engaged Arthur
Andersen LLP ("Andersen") as its principal independent
accountants to audit and report on the financial
statements of the Registrant for the fiscal year ending
December 31, 1997. Prior to engaging Andersen, during
the Registrant's fiscal years ended December 31, 1995
and 1996 and the interim period from January 1, 1997 to
November 5, 1997, neither the Registrant nor anyone
acting on its behalf consulted with Andersen regarding
either (i) the application of accounting principles to
any specified transaction or the type of audit opinion
that might be rendered on the Registrant's financial
statements or (ii) any matters that were the subject of
a disagreement (as defined in paragraph 304(a)(1)(iv)
of Regulation S-K and related instructions) or a
reportable event (as described in paragraph
304(a)(1)(v) of Regulation S-K).
Item 7. Financial Statements,Pro Forma Information and Exhibits.
c) Exhibits
16.1 Letter from Ernst & Young LLP regarding change in
certifying accountant.
1.
<PAGE>
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: November 11, 1997 By: /s/ John A. Young
John A. Young
Vice President and
Chief Financial Officer
November 11, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated November 11, 1997 of
Imo Industries Inc. and are in agreement with the statements
contained in the first and third paragraphs on page 1
therein. We have no basis to agree or disagree with other
statements of the registrant contained therein.
/s/ Ernst & Young LLP
