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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 18, 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. 1)
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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
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- --------------------------------------------------------------------------------
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
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- --------------------------------------------------------------------------------
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. 1 (this "Amendment No. 1") 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, of Imo Industries Inc., a Delaware
corporation, at a price of $6.00 per Share, net to the seller in cash, 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 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 but not defined herein have
the meanings ascribed to such terms in the Offer to Purchase and the Statement.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and supplemented by adding to the end thereof
the following:
On July 14, 1997, United Dominion Industries, Inc. transferred
all outstanding shares of capital stock of Purchaser to United Dominion
Holdings, Inc., a Delaware corporation and a direct wholly owned
subsidiary of Parent. The directors and officers of United Dominion
Industries, Inc. constitute the directors and officers of United
Dominion Holdings, Inc. and hold the same offices with respect to
United Dominion Holdings, Inc., as they respectively hold with respect
to United Dominion Industries, Inc.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES.
Item 7 is hereby amended and supplemented by adding to the end thereof
the following:
At 12:00 midnight on July 16, 1997, Purchaser had received
Consents from the holders of an aggregate of $155.0 million in
principal amount of the Notes. On July 17, 1997, the Company and IBJ
Schroder Bank & Trust Company, as trustee, entered into a First
Supplemental Indenture dated as of July 17, 1997 (the "Supplemental
Indenture") to effect the amendments to the Indenture as set forth in
the Merger Agreement. At 12:00 midnight on July 17, 1997, none of such
Consents had been withdrawn. As a result of such actions, the Requisite
Consent Condition to the Note Tender Offer was satisfied. The
Supplemental Indenture was effective upon execution thereof by the
Company and IBJ Schroder Bank & Trust Company, as trustee, but will not
become operative until Notes are accepted for payment pursuant to the
Note Tender Offer. On July 17, 1997, Parent issued a press release with
respect to the foregoing, a copy of which is filed as Exhibit (a)(11)
hereto, which is incorporated by reference herein.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding the following:
(a)(11) Press release issued by Parent on July 17, 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/ RICHARD L. MAGEE
---------------------------------
Name: Richard L. Magee
Title: Secretary
July 18, 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/ RICHARD L. MAGEE
---------------------------------
Name: Richard L. Magee
Title: Secretary
July 18, 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 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 July 2, 1997
(a)(9)* Press release issued by the Company on July 2, 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
(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)(11)
[LOGO]
UNITED DOMINION NEWS
CONTACT--
Media - Nancy Spurlock (704) 347-6838 FOR IMMEDIATE RELEASE
Analysts - Michael Morgan (704) 347-6529
UNITED DOMINION INDUSTRIES ANNOUNCES RECEIPT OF CONSENTS
IN TENDER OFFER FOR 11 3/4% SENIOR SUBORDINATED NOTES OF IMO INDUSTRIES
CHARLOTTE, NORTH CAROLINA (July 17, 1997) -- United Dominion Industries
Limited (NYSE, TSE:UDI) and its indirect wholly owned subsidiary, UD Note Corp.
("UD"), today announced that all of the outstanding 11 3/4% Senior Subordinated
Notes due 2006 of Imo Industries Inc. ("Imo") have been tendered and consents
from the holders of such Notes have been received with respect to the amendment
of the Indenture for the Notes to remove or amend certain restrictive covenants
contained therein. It is anticipated that later today Imo and IBJ Schroder Bank
& Trust Company, as trustee, will enter into a Supplemental Indenture to
implement such amendments. All holders of Notes will be entitled to receive the
consent fee payment of an amount equal to one percent of the principal amount
of such holder's Notes in the event UD accepts the Notes for payment. The
consent fee will be paid on or before August 4, 1997 (subject to the terms and
conditions of the Offer to Purchase).
The Supplemental Indenture will not be operative unless UD accepts the
Notes for payment. UD's obligation to accept and pay for the Notes is subject
to the terms and conditions set forth in UD's Offer to Purchase and
Solicitation of Consents dated July 2, 1997, including the condition that UD
Delaware Corp., an indirect wholly owned subsidiary of United Dominion, purchase
more than 80% of the issued and outstanding common stock of Imo pursuant to UD
Delaware's recently announced offer to purchase. The tender offers for the
Notes and common stock will both expire at 12:00 midnight, New York City time,
on July 30, 1997, unless extended. Tendered Notes may be withdrawn until 12:00
midnight on July 30, 1997. This summary of the tender offer and consent
solicitation is qualified in its entirety by reference to the Offer to
Purchase and Solicitation of Consents and the related Consent and Letter of
Transmittal and Notice of Consent.
United Dominion is a diversified manufacturer of proprietary, engineered
products for customers worldwide.
Merrill Lynch & Co. and TD Securities (USA) Inc. are acting as the Dealer
Managers for the Note tender offer and consent solicitation. MacKenzie
Partners, Inc. is serving as the Information Agent. For further information
please contact the Information Agent at (800) 322-2885 or mail requests to the
Information Agent at 156 Fifth Avenue, New York, New York 10010.
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