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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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IMO INDUSTRIES INC.
(NAME OF SUBJECT COMPANY)
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IMO INDUSTRIES INC.
(NAME OF PERSON FILING STATEMENT)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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452540107
(CUSIP NUMBER OF CLASS OF SECURITIES)
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THOMAS J. BIRD
EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
IMO INDUSTRIES INC.
1009 LENOX DRIVE
BUILDING FOUR WEST
LAWRENCEVILLE, NEW JERSEY 08648-0550
(609) 896-7600
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF THE PERSON FILING STATEMENT)
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WITH A COPY TO:
RONALD F. DAITZ
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153-0119
(212) 310-8000
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This Statement amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on
July 2, 1997 (the "Schedule 14D-9") relating to the tender offer (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 ("UDI"), disclosed in a Tender Offer
Statement on Schedule 14D-1, dated July 2, 1997, to purchase all of the
outstanding shares (the "Shares") of Common Stock, par value $1.00 per share, of
Imo Industries Inc., a Delaware corporation (the "Company"), including the
associated right to purchase shares of the Company's Series B Junior
Participating Preferred Stock, par value $1.00 (the "Rights"), at a purchase
price of $6.00 per Share, net to the seller in cash, on the terms and subject to
the conditions set forth in the Offer to Purchase, dated July 2, 1997, and in
the related Letter of Transmittal. Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
Schedule 14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
On July 25, 1997, the Board withdrew its recommendation that the Company's
stockholders accept the Offer. See Item 7, the contents of which are
incorporated herein by reference. See the attached press release for information
regarding withdrawal of Shares previously tendered to Purchaser in the Offer.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY
On July 25, 1997, the Company terminated the Agreement and Plan of Merger,
dated as of June 26, 1997 (the "Merger Agreement"), with UDI and Purchaser in
order to enter into an agreement with II Acquisition Corp. ("Acquisition Corp.")
that resulted from an unsolicited offer received in the late afternoon of the
prior day. On July 25, 1997, following such termination, the Company and
Acquisition Corp. entered into a definitive share purchase agreement (the
"Acquisition Agreement") pursuant to which Acquisition Corp. will commence, on
or prior to July 31, 1997, a cash tender offer to purchase all of the Shares,
including the Rights, at a purchase price of $7.05 per Share, net to the seller
in cash. A copy of the press release issued by the Company on July 25, 1997
announcing the execution of the Acquisition Agreement and the termination of the
Merger Agreement is filed herewith as Exhibit A and is incorporated herein by
reference. Pursuant to the Acquisition Agreement, Acquisition Corp. will file on
or prior to July 31, 1997 a Tender Offer Statement on Schedule 14D-1 with the
Securities and Exchange Commission which will describe, among other things, the
terms and conditions of the Acquisition Agreement. The Company thereafter will
file with the Securities and Exchange Commission and send to its stockholders a
new Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the
tender offer by Acquisition Corp.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Press Release issued on July 25, 1997
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SIGNATURE
After reasonable 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.
IMO INDUSTRIES INC.
By: /s/ DONALD K. FARRAR
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Donald K. Farrar
Chairman, President and Chief
Executive Officer
Dated: July 25, 1997
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
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<C> <S>
Exhibit A Press Release issued on July 25, 1997
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EXHIBIT A
For additional information, contact:
Imo Industries Inc.
R.A. Derr II,
Vice President & Treasurer
Director, Investor Relations
(609) 896-7632
II Acquisition Corp.
John A. Young
Vice President
(804) 560-4074
NEWS RELEASE
FOR IMMEDIATE RELEASE
IMO INDUSTRIES ANNOUNCES SALE TO II ACQUISITION CORP., AN
AFFILIATE OF CONSTELLATION CAPITAL PARTNERS LLC, AND
TERMINATES SALE TO UNITED DOMINION INDUSTRIES
LAWRENCEVILLE, NJ (July 25, 1997) -- Imo Industries Inc. (NYSE:MD)
announced today that it has executed a definitive agreement with II Acquisition
Corp. ("Acquisition Corp."), an affiliate of Constellation Capital Partners LLC,
pursuant to which Acquisition Corp. will commence a cash tender offer for all
outstanding shares of Imo common stock at a price of $7.05 per share, net in
cash.
Imo had previously announced on June 26, 1997 that it had entered into a
merger agreement with United Dominion Industries Limited pursuant to which a
wholly owned subsidiary of United Dominion ("UD") commenced on July 2, 1997 a
cash tender offer for all of the outstanding shares of Imo common stock at a
price of $6 per share. Earlier today, the Imo Board of Directors unanimously
determined that the Acquisition Corp. offer was on terms more favorable to Imo's
stockholders. In addition, Imo withdrew its approval of United Dominion's tender
offer and the other transactions contemplated by the merger agreement with
United Dominion and exercised its right to terminate the merger agreement.
Imo's Board has approved Acquisition Corp.'s tender offer, has determined
that Acquisition Corp.'s tender offer is fair to, and in the best interests of,
Imo's stockholders and recommends that Imo's stockholders accept Acquisition
Corp.'s tender offer. Imo's Board of Directors was advised by Credit Suisse
First Boston Corporation that the consideration to be received by tendering
holders of Imo common stock pursuant to Acquisition Corp.'s tender offer is fair
to such holders from a financial point of view.
Pursuant to the terms of the United Dominion merger agreement, $8 million
is being paid to United Dominion as a result of Imo's termination of the merger
agreement and United Dominion will be reimbursed for up to $2 million of its
expenses incurred in connection with the transactions contemplated by the merger
agreement.
Unlike the UD agreement, the Acquisition Corp. agreement does not
contemplate an offer to purchase Imo's 11 3/4% Senior Subordinated Notes due
2006 or solicit consents from the holders of the notes to amend the indenture
governing the notes or contemplate a merger with Imo following completion of the
tender offer.
Acquisition Corp.'s tender offer for the shares of Imo common stock is
conditioned on the receipt of more than 80% of the outstanding shares. Any
shares not purchased in the tender offer will remain outstanding.
Imo Chairman and Chief Executive Officer Donald K. Farrar said,
"Acquisition Corp.'s offer of $7.05 per share exceeds United Dominion's offer by
more than 17% and does not include any financing condition. Imo's Board of
Directors believes Acquisition Corp.'s offer will provide Imo's stockholders
better value than United Dominion's offer. Acquisition Corp. has also indicated
that, after successful completion of its tender offer, it
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looks forward to working with us in order to improve our operations and continue
to deliver superior products to our customers."
"Imo has solid operating companies and we look forward to working with our
new associates in their continuous improvement efforts on quality, cost and
service", said Philip W. Knisely, President of Constellation and of Acquisition
Corp.
Acquisition Corp. will commence its tender offer for all the common stock
of Imo on or before August 1, 1997.
IF AN IMO STOCKHOLDER THAT HAS TENDERED SHARES PURSUANT TO UD'S OFFER
WISHES TO WITHDRAW SUCH TENDER, SUCH STOCKHOLDER MUST DELIVER A WRITTEN OR
FACSIMILE TRANSMISSION NOTICE OF WITHDRAWAL TO FIRST CHICAGO TRUST COMPANY OF
NEW YORK PRIOR TO 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JULY 30, 1997, UNLESS
THE UD OFFER IS EXTENDED (IN WHICH CASE A TENDERING STOCKHOLDER CAN WITHDRAW HIS
TENDER AT ANY TIME PRIOR TO THE EXPIRATION OF THE UD OFFER).
IF UD ELECTS TO TERMINATE ITS OFFER, IT IS REQUIRED TO PROMPTLY RETURN ANY
SHARES TENDERED. CERTAIN ADDITIONAL PROCEDURES THAT MUST BE FOLLOWED TO WITHDRAW
SUCH TENDER, AS WELL AS FIRST CHICAGO'S ADDRESS AND FACSIMILE NUMBERS, ARE SET
FORTH IN UD'S OFFER TO PURCHASE DATED JULY 2, 1997 THAT WAS PREVIOUSLY
DISTRIBUTED TO IMO STOCKHOLDERS. STOCKHOLDERS WITH ANY QUESTIONS REGARDING UD'S
OFFER CAN ALSO CONTACT MACKENZIE PARTNERS, THE INFORMATION AGENT FOR UD'S OFFER,
AT 1-800-322-2885.
Imo Industries, with 1996 sales of $469 million, is a diversified
manufacturer of pumps, fluid sensors, motion control products, remote control
systems, and automobile components, with operations worldwide.
Constellation Capital is a private equity firm based in Richmond, VA.
Constellation also owns Ameridrives International, a manufacturer of mechanical
power transmission clutches and couplings.
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