FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________________
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the fiscal year ended December 31, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
Commission File No. 1-9294
IMO INDUSTRIES INC.
EMPLOYEES STOCK SAVINGS PLAN
(Full Title of the Plan)
Imo Industries Inc.
1009 Lenox Drive
Lawrenceville, NJ 08648
(Name of Issuer of the Securities Held
Pursuant to the Plan and the Address
of its Principal Executive Office)
<PAGE>
IMO INDUSTRIES INC. EMPLOYEES STOCK SAVING PLAN
ANNUAL REPORT ON FORM 11-K
December 31, 1996
INDEX
Page
Reference
SIGNATURE PAGE........................................... 3
AUDITED FINANCIAL STATEMENTS
Report of Independent Auditors........................... 4
Statements of Net Assets Available for Plan Benefits..... 5-6
Statements of Changes in Net Assets Available for Plan
Benefits................................................ 7-8
Notes to Financial Statements............................ 9-12
SUPPLEMENTARY INFORMATION
Assets Held for Investment............................... 13
Reportable Transactions.................................. 14
EXHIBITS
Consent of Independent Auditors.......................... 15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Administrative Committee of the Plan has duly caused
this annual report to be signed on its behalf by the
undersigned thereunto duly authorized.
IMO INDUSTRIES INC.
EMPLOYEES STOCK SAVINGS PLAN
(Name of Plan)
/s/ Donald F. Vosburgh
Donald F. Vosburgh
Vice President, Human Resources
Imo Industries Inc.
For Administrative Committee
Date: June 25, 1997
3
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Administrative Committee of the Imo Industries Inc. Employees
Stock Savings Plan
We have audited the accompanying statements of net assets
available for plan benefits of the Imo Industries Inc.
Employees Stock Savings Plan as of December 31, 1996 and 1995
and the related statements of changes in net assets available
for plan benefits for the years then ended. These financial
statements are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management,
as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for plan benefits of the Plan at December 31, 1996
and 1995, and the changes in its net assets available for plan
benefits for the years then ended, in conformity with
generally accepted accounting principles.
Our audits were performed for the purpose of forming an
opinion on the financial statements taken as a whole. The
accompanying supplemental schedules of assets held for
investment as of December 31, 1996, and reportable
transactions for the year then ended are presented for
purposes of complying with the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974, and are not a required
part of the financial statements. The Fund Information in the
statement of net assets available for benefits and the
statement of changes in net assets available for benefits is
presented for purposes of additional analysis rather than to
present the net assets available for benefits and changes in
net assets available for benefits of each fund. The
supplemental schedules and Fund Information have been
subjected to the auditing procedures applied in our audits of
the financial statements and, in our opinion, are fairly
stated in all material respects in relation to the financial
statements taken as a whole.
/s/ Ernst & Young LLP
Princeton, New Jersey
June 23, 1997
4
<PAGE>
<TABLE>
IMO INDUSTRIES INC.
EMPLOYEES STOCK SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1996
<CAPTION>
Imo Merrill SEI SEI
Industries Lynch Equity S&P 500
Inc. Capital Income Index
Common Stock Fund Fund Fund
<S> <C> <C> <C> <C>
Investments, at fair
value (Note B):
Imo Industries
Inc. Common Stock $4,030,980
Mutual fund $12,535,161 $1,142,091 $6,992,553
Collective Trust
Fund (cost
approximates
market)
Total Investments 4,030,980 12,535,161 1,142,091 6,992,553
Cash 122,125
Accrued Dividends 575,207
Participant loans 59,370 231,401 123,834
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $4,212,475 $13,341,769 $1,142,091 $7,116,387
See notes to financial statements.
5
</TABLE>
<PAGE>
<TABLE>
IMO INDUSTRIES INC.
EMPLOYEES STOCK SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1996
<CAPTION>
SEI
Small Scudder SEI
Cap Interna- Stable
Growth tional Asset
Fund Fund Fund Total
<S> <C> <C> <C> <C>
Investments, at
fair value (Note
B):
Imo Industries
Inc. Common Stock $ 4,030,980
Mutual fund $1,461,675 $495,554 22,627,034
Collective Trust
Fund (cost
approximates
market) $25,090,826 25,090,826
Total Investments 1,461,675 495,554 25,090,826 51,748,840
Cash 122,125
Accrued Dividends 575,207
Participant Loans 585,731 1,000,336
NET ASSETS
AVAILABLE FOR
PLAN BENEFITS $1,461,675 $495,554 $25,676,557 $53,446,508
See notes to financial statements.
5
</TABLE>
<PAGE>
<TABLE>
IMO INDUSTRIES INC.
EMPLOYEES STOCK SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1995
<CAPTION>
Imo Merrill SEI SEI
Industries Lynch Equity S&P 500
Inc. Capital Income Index
Common Stock Fund Fund Fund
<S> <C> <C> <C> <C>
Investments, at fair
value (Note B):
Imo Industries
Inc. Common Stock $6,434,202
Mutual fund $13,161,269 $353,182 $5,354,235
Collective Trust
Fund (cost
approximates
market)
Group Annuity
Contract at
contract
value
Total Investments 6,434,202 13,161,269 353,182 5,354,235
Cash 163,826
Participant loans 59,989 164,798 65,765
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $6,658,017 $13,326,067 $353,182 $5,420,000
See notes to financial statements.
6
</TABLE>
<PAGE>
<TABLE>
IMO INDUSTRIES INC.
EMPLOYEES STOCK SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1995
<CAPTION>
SEI
Small Scudder SEI
Cap Interna- Fixed Stable
Growth tional Income Asset
Fund Fund Account Fund Total
<S> <C> <C> <C> <C> <C>
Investments, at
fair value (Note
B):
Imo Industries
Inc. Common Stock $ 6,434,202
Mutual fund $546,938 $167,182 19,582,806
Collective Trust
Fund (cost
approximates
market) $24,550,082 24,550,082
Group Annuity
Contract at
contract value $2,504,696 2,504,696
Total Investments 546,938 167,182 2,504,696 24,550,082 53,071,786
Cash 163,826
Participant Loans 35,710 388,088 714,350
NET ASSETS
AVAILABLE FOR
PLAN BENEFITS $546,938 $167,182 $2,540,406 $24,938,170 $53,949,962
See notes to financial statements.
6
</TABLE>
<PAGE>
<TABLE>
IMO INDUSTRIES INC.
EMPLOYEES STOCK SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended December 31, 1996
<CAPTION>
Imo Merrill SEI SEI
Industries Lynch Equity S&P 500
Inc. Capital Income Index
Common Stock Fund Fund Fund
<S> <C> <C> <C> <C>
Investment Income:
Interest
Dividends $1,266,585 $196,819 $222,864
Net realized and
unrealized gains
(losses) $(4,483,293) 219,159 (59,914) 1,121,585
Total investment
income (loss) (4,483,293) 1,485,744 136,905 1,344,449
Contributions:
Employee 403,323 736,280 112,857 541,516
Employer 661,351
Total Investment
Income (Loss) and
Contributions (3,418,619) 2,222,024 249,762 1,885,965
Distributions to
participants:
Shares (283,118)
Cash (244,090) (1,363,908) (52,767) (427,037)
(527,208) (1,363,908) (52,767) (427,037)
Net Loan Activity 9,744 (47,426) (46,617)
Net Interfund
Transfers 389,802 (805,251) 583,493 84,033
Net Transfers (to)
from Other Plans 1,100,739 10,263 8,421 200,043
Net Increase
(Decrease) (2,445,542) 15,702 788,909 1,696,387
Net assets available
for plan benefits
at beginning of year 6,658,017 13,326,067 353,182 5,420,000
NET ASSETS AVAILABLE
FOR PLAN BENEFITS
AT END OF YEAR $4,212,475 $13,341,769 $1,142,091 $7,116,387
See notes to financial statements.
7
</TABLE>
<PAGE>
<TABLE>
IMO INDUSTRIES INC.
EMPLOYEES STOCK SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended December 31, 1996
<CAPTION>
SEI
Small Scudder
Cap Interna- Fixed
Growth tional Income
Fund Fund Account
<S> <C> <C> <C>
Investment Income:
Interest $2,787
Dividends $283,549 $10,106
Net realized and
unrealized gains
(losses) (128,999) 41,567
Total investment
income (loss) 154,550 51,673 2,787
Contributions:
Employee 177,102 95,230
Employer
Total Investment
Income (Loss) and
Contributions 331,652 146,903 2,787
Distributions to
participants:
Shares
Cash (36,878) (22,438) (38,227)
(36,878) (22,438) (38,227)
Net Loan Activity
Net Interfund
Transfers 609,624 196,885 (2,504,966)
Net Transfers (to)
from Other Plans 10,339 7,022
Net Increase
(Decrease) 914,737 328,372 (2,540,406)
Net assets available
for plan benefits at
beginning of year 546,938 167,182 2,540,406
NET ASSETS AVAILABLE
FOR PLAN BENEFITS
AT END OF YEAR $1,461,675 $495,554 $0
See notes to financial statements.
7
</TABLE>
<PAGE>
<TABLE>
IMO INDUSTRIES INC.
EMPLOYEES STOCK SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended December 31, 1996
<CAPTION>
SEI
Stable Asset
Fund Total
<S> <C> <C>
Investment Income:
Interest $1,581,779 $1,584,566
Dividends 1,979,923
Net realized and
unrealized gains
(losses) (3,289,895)
Total investment
income (loss) 1,581,779 274,594
Contributions:
Employee 1,117,845 3,184,153
Employer 661,351
Total Investment
Income (Loss) and
Contributions 2,699,624 4,120,098
Distributions to
participants:
Shares (283,118)
Cash (3,211,839) (5,397,184)
(3,211,839) (5,680,302)
Net Loan Activity (201,687) (285,986)
Net Interfund
Transfers 1,446,380 0
Net Transfers (to)
from Other Plans 5,909 1,342,736
Net Increase
(Decrease) 738,387 (503,454)
Net assets available
for plan benefits
at beginning of
year 24,938,170 53,949,962
NET ASSETS AVAILABLE
FOR PLAN BENEFITS
AT END OF YEAR $25,676,557 $53,446,508
See notes to financial statements.
7
</TABLE>
<PAGE>
<TABLE>
IMO INDUSTRIES INC.
EMPLOYEES STOCK SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended December 31, 1995
<CAPTION>
Imo Merrill SEI SEI
Industries Lynch Equity S&P 500
Inc. Capital Income Index
Common Stock Fund Fund Fund
<S> <C> <C> <C> <C>
Investment Income:
Interest
Dividends $1,367,488 $43,479 $141,677
Net realized and
unrealized gains
(losses) $(5,814,249) 2,278,378 (4,089) 927,425
Total investment
income (loss) (5,814,249) 3,645,866 39,390 1,069,102
Contributions:
Employee 404,925 884,479 34,960 395,059
Employer 712,716
Total Investment
Income (Loss) and
Contributions (4,696,608) 4,530,345 74,350 1,464,161
Distributions to
participants:
Shares (967,671) (270,051)
Cash (906,511) (1,663,475) (258) (603,332)
(1,874,182) (1,933,526) (258) (603,332)
Net Loan Activity (57,094) (159,176) (29) (62,864)
Net Interfund
Transfers 505,229 (263,435) 277,694 5,562,759
Net Transfers (to)
from Other Plans (1,272,955) (3,242,235) 1,425 (940,724)
Net Increase
(Decrease) (7,395,610) (1,068,027) 353,182 5,420,000
Net assets available
for plan benefits
at beginning of year 14,053,627 14,394,094 0 0
NET ASSETS AVAILABLE
FOR PLAN BENEFITS
AT END OF YEAR $6,658,017 $13,326,067 $353,182 $5,420,000
See notes to financial statements.
8
</TABLE>
<PAGE>
<TABLE>
IMO INDUSTRIES INC.
EMPLOYEES STOCK SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended December 31, 1995
<CAPTION>
SEI Commonwealth
Small Scudder Equity Total
Cap Interna- Return Fixed
Growth tional Account Income
Fund Fund Contract Account
<S> <C> <C> <C> <C>
Investment Income:
Interest $311,974
Dividends $97,428 $5,275
Net realized and
unrealized gains
(losses) (52,994) 684 $435,165
Total investment
income (loss) 44,434 5,959 435,165 311,974
Contributions:
Employee 41,076 35,821 42,508
Employer
Total Investment
Income (Loss) and
Contributions 85,510 41,780 477,673 311,974
Distributions to
participants:
Shares
Cash (203) (197) (99,733) (834,050)
(203) (197) (99,733) (834,050)
Net Loan Activity 555 596 (35,709)
Net Interfund
Transfers 455,206 118,255 (5,466,223) (281,582)
Net Transfers (to)
from Other Plans 5,870 6,748 859 (4,350,242)
Net Increase
(Decrease) 546,938 167,182 (5,087,424) (5,189,609)
Net assets available
for plan benefits at
beginning of year 0 0 5,087,424 7,730,015
NET ASSETS AVAILABLE
FOR PLAN BENEFITS
AT END OF YEAR $546,938 $167,182 $0 $2,540,406
See notes to financial statements.
8
</TABLE>
<PAGE>
<TABLE>
IMO INDUSTRIES INC.
EMPLOYEES STOCK SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended December 31, 1995
<CAPTION>
Merrill Lynch
Retirement
Preservation SEI
Trust & Other Stable Asset
Fund Fund Total
<S> <C> <C> <C>
Investment Income:
Interest $375,320 $1,253,241 $1,940,535
Dividends 1,655,347
Net realized and
unrealized gains
(losses) (2,229,680)
Total investment
income (loss) 375,320 1,253,241 1,366,202
Contributions:
Employee 368,726 1,047,735 3,255,289
Employer 712,716
Total Investment
Income (Loss) and
Contributions 744,046 2,300,976 5,334,207
Distributions to
participants:
Shares (1,237,722)
Cash (1,467,083) (6,056,840) (11,631,682)
(1,467,083) (6,056,840) (12,869,404)
Net Loan Activity (376,495) (690,216)
Net Interfund
Transfers (37,600,379) 36,692,476 0
Net Transfers (to)
from Other Plans 661 (7,621,947) (17,412,540)
Net Increase
(Decrease) (38,322,755) 24,938,170 (25,637,953)
Net assets available
for plan benefits
at beginning of
year 38,322,755 0 79,587,915
NET ASSETS AVAILABLE
FOR PLAN BENEFITS
AT END OF YEAR $0 $24,938,170 $53,949,962
See notes to financial statements.
8
</TABLE>
<PAGE>
IMO INDUSTRIES INC.
EMPLOYEES STOCK SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
NOTE A -- DESCRIPTION OF THE PLAN
The Imo Industries Inc. Employees Stock Savings Plan (the
"Plan") is an employee benefit plan in which substantially all
employees of Imo Industries Inc. and its subsidiaries (the
"Company") may participate on the first day of the month
following the date of hire. The following employees are not
eligible to participate in the Plan: (i) employees whose
employment contracts exclude them from participation; (ii)
members of a collective bargaining unit covered by a
collective bargaining agreement that does not specifically
provide for their coverage; (iii) temporary hourly-paid
employees who work less than 1,020 hours per year; (iv)
employees who are employed at a division or facility
specifically excluded from participation; and (v) employees
paid on a non-United States payroll.
Under the Plan, eligible employees may contribute from 1% to
12% of their compensation on a pre-tax basis, up to a maximum
of $9,500 for the 1996 calendar year. The Company may provide
a matching contribution of up to 75% of the first 6% of each
participant's pre-tax contribution as determined from time to
time by the Company's Board of Directors. Effective July 1,
1995 the Company restored its matching contribution,
previously suspended in July 1992, at 25% of the first 6% of
each participant's pre-tax contribution. In addition, in April
1995 the Company made a one-time contribution of $410,000 to
the Plan to fund a difference in the number of shares of Imo
Industries Inc. Common Stock as reported by the recordkeeper
and trustee. This difference resulted from timing differences
in execution of transactions by the recordkeeper and trustee.
Effective April 1, 1995, these timing differences no longer
occur due to a change in trustee (See Note E) and preparation
of daily reconciliations of fund balances.
A participant's interest in pre-tax contributions and the
Company's matching contributions is at all times 100% vested
and nonforfeitable. Distributions are made upon a
participant's death, disability or other termination of
employment; however, limited withdrawal rights in the event of
a financial hardship apply with respect to a participant's pre-
tax contributions. A participant's right or interest under
the Plan is not transferable or assignable.
Effective January 1, 1995, the Plan was amended to allow for
participant loans. Under the new provisions, participants,
who are active employees of the Company, may borrow from their
fund accounts a minimum of $500 up to a maximum of the lesser
of $50,000 or 50% of their account balance. Principal
repayments and interest are deposited into the participant's
9
<PAGE>
account through payroll deductions. Loans must be repaid in
full within five years. Upon termination of employment from
the Company any outstanding loan balance must be repaid
within 90 days.
Participants may elect to have their pre-tax contributions
invested in any of the following investments in 1% increments:
(i) Company's Common Stock; (ii) Merrill Lynch Capital Fund,
Inc., a mutual fund investing in equity, debt and convertible
securities; (iii) SEI Stable Asset Fund, a collective trust
fund consisting primarily of guaranteed insurance contracts;
(iv) SEI Equity Income Fund, a mutual fund investing in stocks
of large companies; (v) SEI S&P 500 Index Fund, a mutual fund
investing in stocks of companies included in the S&P 500
Index; (vi) SEI Small Cap Growth Fund, a mutual fund investing
in stocks of small, growing companies; and (vii) Scudder
International Fund, a mutual fund investing in stocks of
companies in Europe, Asia, and South America. The Company's
matching contributions to the Plan are invested in the
Company's Common Stock, and any dividends received will be
reinvested in the Company's Common Stock. Participants may
change their contribution rate once every thirty days. Changes
in investment options for future contributions and redirection
of investments may be done at any time.
The Company has the right to amend the Plan in such manner as
it may determine, provided that no such amendment may divert
any portion of the vested account, cause the diversion of plan
assets or, without stockholder approval, increase the maximum
permitted rate of employer matching contributions. Although
it has not expressed any intent to do so, the Company has the
right under the Plan to terminate the Plan subject to the
provisions of the Employee Retirement Income Security Act of
1974.
NOTE B -- SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents: Cash and cash equivalents consist
of amounts temporarily invested by the Trustee in a short-term
income producing fund (Cash Fund), pending the investment of
the amounts in one of the Plan's investment alternatives.
Accounting for Investments: The Plan's investment in the
Company's Common Stock is valued at the closing price on the
last business day of the fiscal year on the New York Stock
Exchange. The fixed income accounts and the SEI Stable Asset
Fund are valued at cost plus accrued interest which
approximates market value. Shares of mutual funds are valued
at the net asset value per share reported by such funds.
Investment transactions are accounted for on the date the
securities are purchased or sold (trade date). Dividend
income is recorded on the ex-dividend date and interest income
is accrued as earned.
Expenses: All Plan administrative expenses are paid by the
Company.
Management Estimates: The preparation of financial statements
in conformity with generally accepted accounting principles
requires management of the Plan to make estimates
10
<PAGE>
and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results
could differ from those estimates.
Income Taxes: The Internal Revenue Service issued a letter of
determination dated December 9, 1996 stating the Plan continues
to be qualified under section 401(a) of the Internal Revenue
Code ( the "Code") and is, therefore, exempt from federal
income taxation under section 501(a) of the Code. Participants
are not subject to federal income tax until amounts are
distributed to them.
NOTE C -- INVESTMENTS
The cost of investments and number of shares or units held at
December 31, 1996 and 1995 were as follows:
<TABLE>
1996 1995
Shares Cost Shares Cost
<S> <C> <C> <C> <C>
Imo Industries Inc.
Common Stock 1,289,913 $13,534,808 935,884 $11,838,640
Merrill Lynch
Capital Fund 403,709 11,809,842 430,885 11,467,293
SEI Equity Income
Fund 77,280 1,214,280 22,896 360,943
SEI S&P 500 Index
Fund 303,120 5,865,841 268,733 4,521,242
SEI Small Cap Growth
Fund 91,653 1,720,265 32,908 621,466
Scudder International
Fund 9,974 459,249 3,824 167,742
Transamerica Life
Insurance Company
8.45% Group Annuity
Contract -- -- -- 2,504,696
SEI Stable Asset Fund -- 25,090,826 -- 24,550,082
$ 59,695,111 $56,032,104
</TABLE>
On January 3, 1996 the Transamerica Life Insurance Company
8.45% Group Annuity Contract was redeemed and proceeds were
invested in the SEI Stable Asset Fund.
11
<PAGE>
NOTE D -- WITHDRAWALS PAYABLE
At December 31, 1996 and 1995 there were no withdrawals
requested but not yet paid.
NOTE E -- CHANGE IN TRUSTEE
Effective March 1, 1995, the Plan assets were transferred from
Merrill Lynch Trust Company as trustee to SEI Trust, an
affiliate of SEI Corporation, as part of an upgrade program
intended to increase participation in the Plan. The
appointment of SEI Trust as trustee combined the record
keeping and trustee functions with the same provider.
NOTE F -- TRANSFERS TO OTHER PLANS
As a result of the sale of the Company's Turbomachinery and
Baird AID businesses in January 1995, approximately 300
participants, or 9% of total participants, withdrew from the
Plan approximately $2.2 million in the form of distributions
and $4.5 million in the form of rollovers to other qualified
plans. In addition, in April 1995, a separate plan was
established for the participants associated with Varo, Inc., a
wholly-owned subsidiary of the Company. Approximately $12.9
million in assets were transferred to the Varo Plan.
12
<PAGE>
<TABLE>
IMO INDUSTRIES INC. EMPLOYEES STOCK SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT
December 31, 1996
<CAPTION>
Identity of Issuer, Current
Borrower, Lessor or Description of Cost Value
Similar Party Investment
<S> <C> <C> <C>
Imo Industries Inc.* 1,289,913 Shares of $13,534,808 $4,030,980
Common Stock
Merrill Lynch Capital 403,709 Shares 11,809,842 12,535,161
Fund
SEI Equity Income Fund 77,280 Shares 1,214,280 1,142,091
SEI S&P 500 Index Fund 303,120 Shares 5,865,841 6,992,553
SEI Small Cap Growth 91,653 Shares 1,720,265 1,461,675
Fund
Scudder International 9,974 Shares 459,249 495,554
Fund
SEI Stable Asset Fund 25,090,826 25,090,826
$59,695,111 $51,748,840
Loans to Participants Payment terms vary
with interest rates
ranging from 9.25%
to 10% $1,000,336 $1,000,336
</TABLE>
*Imo Industries Inc. is sponsor to the Plan.
13
<PAGE>
<TABLE>
IMO INDUSTRIES INC. EMPLOYEES STOCK SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
Year Ended December 31, 1996
<CAPTION>
Number of Purchase Selling Cost Gain
Investment Transact- Price Price* Basis* (Loss)
ions
CATEGORY i -- Individual Transactions in Excess of 5% of Fair Value
of Plan Assets
<S> <C> <C> <C> <C> <C>
SEI Stable Asset
Fund $3,530,446 $3,530,446
CATEGORY iii -- Series of Transactions in Excess of 5% of Fair Value
of Plan Assets
Merrill Lynch
Capital Fund 171 $3,175,741 2,654,779 $520,962
SEI S&P 500 Index
Fund 146 3,038,577 3,038,577
SEI Stable Asset
Fund 184 10,021,987 10,021,987
SEI Stable Asset
Fund 204 9,320,318 9,320,318
</TABLE>
NOTE: There are no reportable transactions under CATEGORY ii
or iv during the year ended December 31, 1996.
* Selling price and cost basis of purchases represent the fair
value of the investments on dates of transactions.
14
EXHIBIT 24 -- CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statements (Forms S-8 No. 33-13362, No. 33-
41260 and No. 333-12519) pertaining to the Imo Industries
Inc. Employees Stock Savings Plan and in the Registration
Statement (Form S-8 No. 33-26118) pertaining to the Imo
Industries Inc. Equity Incentive Plan for Key Employees
and the Equity Incentive Plan for Outside Directors of
Imo Industries Inc. and in the Registration Statement (Form
S-8 No. 33-60535) pertaining to the Imo Industries Inc. 1995
Equity Incentive Plan for Outside Directors and in the
Registration Statement (Form S-8 No. 33-60533) pertaining
to the Imo Industries Inc. Equity Incentive Plan for Key
Employees of our report dated June 23, 1997, with respect
to the financial statements and schedules of the Imo
Industries Inc. Employees Stock Savings Plan included in
the Annual Report (Form 11-K) for the year ended December
31, 1996.
/s/ Ernst & Young LLP
Princeton, New Jersey
June 24,1997
15
