UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): July 2, 1998
Imo Industries Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-9294 21-0733751
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
1009 Lenox Drive,
Building Four West, Lawrenceville, NJ 08648-0550
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 896-7600
Not Applicable
(Former name or former address,
if changed since last report)
Item 5. Other Events.
In a press release dated July 2, 1998, II Acquisition Corp., an affiliate of
Constellation Capital Partners LLC, announced that it has completed its
acquisition of Imo Industries Inc. (NYSE: IMD).
The information set forth in this Item 5 is qualified in its entirety by
reference to Constellation Capital Partners LLC's press release announcing such
information, which is filed herewith as an exhibit.
Item 7. Financial Statements, Pro Forma Information and Exhibits.
(c) Exhibits
99.1 Press release dated July 2, 1998, issued by Constellation Capital
Partners LLC
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
IMO INDUSTRIES INC.
Date: July 2, 1998 By: /s/ John A. Young
-----------------
John A. Young
Chief Financial Officer
FOR IMMEDIATE RELEASE Contact: John Young
Vice President
(804) 560-4070
CONSTELLATION CAPITAL PARTNERS AFFILIATE
COMPLETES ACQUISITION OF IMO INDUSTRIES
Richmond, VA, July 2, 1998 -- II Acquisition Corp., an affiliate of
Constellation Capital Partners LLC, announced today that it has completed its
acquisition of Imo Industries Inc. (NYSE: IMD).
Effective today, Imo merged with and into a newly created and wholly owned
subsidiary of II Acquisition Corp, pursuant to a "short form" merger under
Delaware law. Imo will be the surviving corporation in the merger and, as a
result of the merger, will become a wholly owned subsidiary of II Acquisition
Corp. As a result of the merger, Imo ceases to be a publicly traded company, has
delisted its Common Stock from the New York Stock Exchange, and deregistered its
Common Stock under the Securities Exchange Act of 1934. Except for shares held
by II Acquisition Corp. or its affiliates, or stockholders who have perfected
their appraisal rights under Delaware law, each share of Common Stock of Imo
will automatically be converted into the right to receive $7.05 per share in
cash, without interest, upon the proper surrender of the certificate for such
share.
First Chicago Trust Company of New York is acting as Paying Agent for the merger
and can be contacted toll free at 800-519-3111.
Imo Industries is a leading manufacturer of pumps, power transmission
components and remote control systems. Constellation Capital Partners is a
private equity firm based in Richmond, Virginia.
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