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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
IMO INDUSTRIES INC.
(NAME OF SUBJECT COMPANY)
II ACQUISITION CORP.
(BIDDER)
COMMON STOCK, $1.00 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
452540107
(CUSIP NUMBER OF CLASS OF SECURITIES)
JOHN A. YOUNG
SECRETARY
II ACQUISITION CORP.
9211 FOREST HILL AVENUE
SUITE 109
RICHMOND, VIRGINIA 23235
(804) 560-4070
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF BIDDER)
COPY TO:
MEREDITH M. BROWN, ESQ.
DEBEVOISE & PLIMPTON
875 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 909-6000
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II Acquisition Corp. ("Purchaser") hereby amends and supplements its Tender
Offer Statement on Schedule 14D-1 (the "Statement"), originally filed on July
31, 1997 and amended on August 1, 1997, with respect to its offer to purchase
all outstanding shares of common stock, par value $1.00 per share, of Imo
Industries Inc. (the "Company"), a Delaware corporation, and each associated
right to purchase shares of the Company's Series B Junior Participating
Preferred Stock (together with the common stock, the "Shares"), at a price of
$7.05 per Share, net to the seller in cash.
ITEM 10. ADDITIONAL INFORMATION
Item 10 of the Schedule 14D-1 is hereby amended and supplemented by adding
the following text thereafter.
On August 8, 1997, Purchaser issued a press release, a copy of which is
attached hereto as Exhibit (a)(11) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of this Schedule 14D-1 is hereby amended and supplemented by adding
the following text thereafter.
(a)(11) Press release issued by Purchaser on August 8, 1997.
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After due inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
II ACQUISITION CORP.
By: /s/ PHILIP W. KNISELY
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Name: Philip W. Knisely
Title: President and Chief Executive
Officer
August 8, 1997
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO.
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<S> <C>
(a)(1)* Form of Offer to Purchase dated July 31, 1997.
(a)(2)* Form of Letter of Transmittal.
(a)(3)* Form of Notice of Guaranteed Delivery.
(a)(4)* Form of Letter from Schroder & Co. 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 New York Times on July 31, 1997.
(a)(8)* Joint Press release issued by the Company and Purchaser on July 25, 1997.
(a)(9)* Form of Letter of Transmittal for Imo Industries Inc. Employees Stock Savings
Plan.
(a)(10)* Form of Letter of Transmittal, as amended
(a)(11) Press release issued by Purchaser on August 8, 1997.
(b)(1)* Senior Note dated July 23, 1997 issued to Janelia Farm Corp. by Purchaser.
(b)(2)* Subordinated Note dated July 23, 1997 issued to Mitchell P. Rales by Purchaser.
(b)(3)* Subordinated Note dated July 23, 1997 issued to Steven M. Rales by Purchaser.
(b)(4)* Commitment Letter, dated July 24, 1997, between Purchaser and Constellation
Capital Partners LLC, and the Bank of Nova Scotia and NationsBank, N.A., as
Managing Agents.
(b)(5)* Stock Subscription Agreement, dated as of July 23, 1997, between Purchaser and
Colfax Capital Corporation.
(c)(1)* Share Purchase Agreement dated as of July 25, 1997 between Purchaser and the
Company.
(c)(2)* Confidentiality Agreement dated May 19, 1997 between the Company and
Constellation Capital Partners LLC.
(c)(3)* Letter of Intent dated as of July 30, 1997 between Purchaser and Danaher
Corporation.
</TABLE>
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* As previously filed.
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CONSTELLATION CAPITAL PARTNERS LLC
FOR IMMEDIATE RELEASE CONTACT: John A. Young
Vice President
(804) 560-4074
CONSTELLATION CAPITAL ANNOUNCES CLEARANCE OF
ANTITRUST REVIEW IN OFFER FOR IMO INDUSTRIES INC.
Richmond, VA, (August 8, 1997) -- Constellation Capital Partners LLC
announced today that the Federal Trade Commission has granted early termination
to the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act
with respect to the tender offer being made by its affiliate, II Acquisition
Corp. for all outstanding shares of common stock (including the associated
Series B Junior Participating Preferred Stock Purchase Rights) of Imo Industries
Inc. (NYSE:IMD). The offer is scheduled to expire at midnight, EDT on Wednesday,
August 27, 1997, unless extended.
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.
Constellation Capital Partners LLC is a private equity firm based in
Richmond, Virginia.
