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): June 26, 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 June 26, 1997, the Registrant announced
that the Registrant and United Dominion Industries Limited had
executed a definitive merger agreement providing for the
acquisition of the Registrant by United Dominion.
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 June 26, 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: June 30, 1997 By: /s/ William M. Brown
William M. Brown
Executive Vice
President and Chief
Financial Officer and
Corporate Controller
For further information, contact:
R. A. Derr II, V.P. and Treasurer
Director of Investor Relations
(609) 896-7632
News Release
FOR IMMEDIATE RELEASE
IMO INDUSTRIES ANNOUNCES SALE TO UNITED DOMINION
INDUSTRIES
LAWRENCEVILLE, NJ (June 26, 1997) - Imo Industries Inc. (NYSE:
IMD) announced today that Imo and United Dominion Industries
Limited (NYSE, TSE, [MTLE]: UDI) have executed a definitive merger
agreement providing for the acquisition of Imo by United Dominion.
Under the terms of the merger agreement, United Dominion will
commence a cash tender offer for all outstanding shares of Imo
common stock at a price of $6 per share, net in cash. The
purchase price represents a premium of approximately 89% over the
average trading price of the last 90 days.
Simultaneously with the tender offer for the shares of Imo common
stock, United Dominion also will commence an offer to purchase for
cash at 120% of the principal amount thereof all of Imo's 11 3/4%
Senior Subordinated Notes due 2006 (of which $155 million are
outstanding) and solicit consents from the holders of the notes to
obtain certain amendments to the indenture in connection
with the merger. The tender offer for the shares of Imo common
stock is conditioned on the receipt of 80% of the shares and the
tender offer for the notes is conditioned on receipt of a
majority of the principal amount of the notes. Each offer is
conditioned on the successful completion of the other and certain
other customary conditions. Any shares not purchased in the
tender offer will be acquired in a subsequent merger at the same
$6 per share net cash price, to be effected as soon as
practicable after the completion of the tender offer and the
offer to purchase. Any notes not purchased in the offer to
purchase will remain outstanding.
The Board of Directors of Imo has approved the merger agreement,
the tender offer for the shares, the offer to purchase for the
notes and the merger, determined that the tender offer and the
merger are fair to, and in the best interests of Imo's
stockholders and recommended that Imo's stockholders accept the
tender offer and approve and adopt the merger agreement. The
Board of Directors was advised by Credit Suisse First Boston
Corporation, financial advisor to the Board of Directors, that
the consideration to be received by holders of Imo common stock
was fair to such holders from a financial point of view.
Donald K. Farrar, Imo chairman and chief executive officer, said,
"In March of this year we announced our intention to evaluate our
strategic alternatives in order to enhance shareholder value. We
believe the acquisition of Imo by United Dominion at the
significant premium to market will provide our shareholders with
excellent value, and the strong balance sheet and operating
history of United Dominion will allow us to improve our
operations and continue to deliver superior products to our
customers."
United Dominion is expected to commence its tender offer for all
the common stock of Imo and its offer to purchase all of the
notes on or before July 3, 1997.
Imo Industries, with 1996 sales of $469 million, is a diversified
manufacturer of pumps, fluid sensors, motion control products,
remote control systems, and automotive components, with
operations worldwide.
