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): April 17, 1998(April 14, 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 April 14, 1998, the Registrant announced that it is
soliciting the consents of holders of its 11 3/4% Senior Subordinated Notes due
2006 to certain amendments to the Indenture governing the Notes.
The information set forth in this Item 5 is qualified in its entirety by
reference to the Registrant'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 April 14, 1998, issued by the Registrant.
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: April 17, 1998 By: /s/ John A. Young
-----------------
John A. Young
Vice President and Chief
Financial Officer
FOR IMMEDIATE RELEASE Contact: John Young
Chief Financial Officer
(804) 560-4070
IMO INDUSTRIES INC. ANNOUNCES CONSENT SOLICITATION
Lawrenceville, NJ, April 14, 1998 - Imo Industries Inc. (NYSE: IMD) announced
today that it is soliciting the consents of holders of its 11 3/4% Senior
Subordinated Notes due 2006 to certain amendments to the Indenture governing the
Notes. The proposed amendments would permit the Company to complete a
"short-form" merger with and into a newly created and wholly-owned subsidiary of
II Acquisition Corp., which currently owns 92.8% of the Company's common stock.
The Company would emerge as the surviving entity of the merger. The Company is
offering to pay a consent fee of $2.50 per $1000 in principal amount of the
Notes to every holder whose consent is received (and not revoked) by 5:00 p.m.
EDT on April 29, 1998, provided enough consents are received to effect the
proposed amendments. There can be no assurance, even if the Consent Solicitation
is successful, that the merger will be consummated.
D.F. King & Co., Inc. is acting as Information Agent in connection with the
Consent Solicitation. Please contact D.F. King & Co., Inc. at (800) 755-3105
with any questions or to obtain copies of the documents governing this
Consent Solicitation.
Imo Industries Inc. is a leading manufacturer of pumps, power transmission
components and remote control systems.
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