<PAGE> 1
As filed with the Securities and Exchange Commission on July 28, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
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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)
---------------
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. 3 (this "Amendment No. 3") 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 Offer is scheduled to expire at 12:00 midnight, New York City time, on July
30, 1997, unless extended in accordance with the terms of the Offer to Purchase.
The Statement was filed with the Securities and Exchange Commission on July 2,
1997.
Capitalized terms used in this Amendment No. 3 but not defined herein
have the meanings ascribed to such terms in the Offer to Purchase and the
Statement.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 is hereby amended and supplemented by adding to the end thereof
the following:
On July 25, 1997, the Company terminated the Merger Agreement
in accordance with its terms. Upon termination of the Merger Agreement,
the Company paid to Parent an $8 million termination fee and delivered
an additional $2 million into escrow for reimbursement of Parent's
expenses. The Company has announced that it has entered into an
agreement with II Acquisition Corp. ("II Acquisition") to permit II
Acquisition to purchase Shares in a tender offer at $7.05 per Share. In
light of such announcement, Parent and Purchaser are evaluating their
options. On July 28, 1997, Parent issued a press release with respect
to the foregoing, which is filed as Exhibit (a)(13) 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)(13) Press release issued by Parent on July 28, 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 28, 1997
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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 28, 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
(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)(13)
[LOGO]
UNITED DOMINION NEWS
CONTACT--
Glenn Eisenberg -- (704) 347-6873 FOR IMMEDIATE RELEASE
UNITED DOMINION INDUSTRIES ANNOUNCES TERMINATION OF AGREEMENT
TO ACQUIRE IMO INDUSTRIES
CHARLOTTE, NORTH CAROLINA (July 28, 1997) -- United Dominion Industries
Limited (NYSE, TSE:UDI) announced today that Imo Industries Inc. (NYSE:IMD) has
terminated its merger agreement with the company, and pursuant to the terms of
the agreement, United Dominion has received payment of an $8 million termination
fee and an additional $2 million has been paid into escrow to reimburse United
Dominion for its expenses.
On June 26, 1997, United Dominion and its wholly owned subsidiary, UD
Delaware Corp. (UD Delaware), entered into a merger agreement with Imo to
acquire Imo common stock and associated rights at a cash price of $6.00 per
share. Pursuant to the agreement, on July 2, 1997, UD Delaware commenced a
tender offer to acquire Imo common stock and associated rights at $6.00 per
share, net to the seller in cash, and another subsidiary of United Dominion, UD
Note Corp. (UD Note), commenced a tender offer and consent solicitation to
acquire Imo's $155 million 11 3/4% senior subordinated notes at a total price
equal to 120% of the outstanding balance of such notes plus accrued interest.
Each tender offer is scheduled to expire at 12:00 midnight, New York City time,
on July 30, 1997, unless extended in accordance with the terms of the
respective Offer to Purchase.
United Dominion is a diversified manufacturer of proprietary,
engineered products for customers worldwide.
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