SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
(FINAL AMENDMENT)
TO
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
IMO INDUSTRIES INC.
(Name of Issuer)
II ACQUISITION CORP.
IMO MERGER CORP.
STEVEN M. RALES
MITCHELL P. RALES
(Name of Persons Filing Statement)
Common Stock, $1.00 Par Value Per Share, and Associated Rights to
Purchase Series B Junior Participating Preferred Stock $1.00 Par Value Per Share
(Title of Class of Securities)
452540107
(CUSIP Number of Class of Securities)
John A. Young
II Acquisition Corp.
9211 Forest Hill Avenue
Suite 109
Richmond, VA 23235
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of Persons Filing Statement)
With Copies to:
Meredith M. Brown, Esq.
Debevoise & Plimpton
875 Third Avenue
New York, NY 10022
(212) 909-6000
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR
MERITS OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY
IS UNLAWFUL.
This statement is filed in connection with (check the appropriate box):
a. The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. The filing of a registration statement under the Securities Act of 1933.
c. A tender offer
d. x None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies:
INTRODUCTION
This Amendment No. 2 is the final amendment (the "Final Amendment") to the Rule
13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3"), filed on
June 1, 1998 by II Acquisition Corp., a Delaware corporation ("IIAC"), Imo
Merger Corp., a Delaware corporation and wholly-owned subsidiary of IIAC
("Merger Sub"), Steven M. Rales, an individual, and Mitchell P. Rales, an
individual and together with Steven M. Rales the controlling stockholders of
IIAC, and amended by Amendment No. 1 thereto, in connection with the
"short-form" merger (the "Merger") of Merger Sub with and into Imo Industries
Inc., a Delaware corporation (the "Company"), pursuant to Section 253 of the
Delaware General Corporation Law. All information set forth below should be read
in conjunction with the information contained or incorporated by reference in
the Schedule 13E-3 as previously amended. Unless otherwise indicated,
capitalized terms used and not defined herein have the respective meanings
ascribed thereto in the Schedule 13E-3 as previously amended.
On July 2, 1998 (the "Effective Date of the Merger"), Merger Sub was merged with
and into the Company. The Company was the surviving entity. Each share of the
Company's common stock, par value $1.00 per share (the "Shares"), held by Merger
Sub or held in the treasury of the Company immediately prior to the Merger, was
cancelled and retired without payment of any consideration therefor and ceased
to be outstanding. All other Shares, except for Shares owned by stockholders who
perfected their appraisal rights, were automatically converted into the right to
receive $7.05 in cash, without interest, upon proper surrender of the
certificate for such Share to First Chicago Trust Company of New York, as Paying
Agent.
On the Effective Date of the Merger, public trading in the Shares ceased and the
Company requested that the Shares be delisted from the New York Stock Exchange,
Inc. Further, the Company filed with the Securities and Exchange Commission
("Commission") a Form 15 with respect to the termination of registration of the
Shares and requested acceleration of such termination. The Company will no
longer be required under the federal securities laws to file reports with the
Commission and will no longer be subject to the proxy rules under the Securities
Exchange Act of 1934, as amended. The Company will, however, continue to make
periodic filings with the Commission as required by the indenture governing the
Company's 11 3/4% Senior Subordinated Notes due May 1, 2006.
At the Effective Date of the Merger, the equity capitalization of the Company
was changed to consist of 100 shares of common stock, $.01 par value per share,
all of which is owned by IIAC. The debt capitalization was unaffected. As a
consequence of the Merger, each share of common stock, $.01 par value per share,
of Merger Sub was converted into one validly issued, fully paid and
nonassessable share of the surviving Company.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION
Item 1 of the Schedule 13E-3 is hereby amended and supplemented as follows:
(c); (f) The Introduction to this Final Amendment is incorporated herein by
reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE
Item 5 of the Schedule 13E-3 is hereby amended and supplemented as follows:
The Merger was consummated on July 2, 1998, by the filing with the Delaware
Secretary of State the Certificate of Ownership and Merger merging Merger Sub
into the Company. The Introduction to this Final Amendment is incorporated
herein by reference.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS
Item 7 of the Schedule 13E-3 is hereby amended and supplemented as follows:
(d) The Introduction to this Schedule 13E-3 is incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER
Item 10 of the Schedule 13E-3 is hereby amended and supplemented as follows:
(a) The Introduction to this Schedule 13E-3 is incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES
Item 11 of the Schedule 13E-3 is hereby amended and supplemented as follows:
As of the Effective Date of the Merger, IIAC owns, and the senior bank lenders
have a lien upon, 100% of the outstanding common stock of the surviving Company.
SIGNATURE
After due 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.
July 2, 1998
II ACQUISITION CORP.
By: /s/ PHILIP W. KNISELY
Name: Philip W. Knisely
Title: Chief Executive Officer
and President
IMO MERGER CORP.
By: /s/ PHILIP W. KNISELY
Name: Philip W. Knisely
Title: Chief Executive Officer
and President
/s/ STEVEN M. RALES
Steven M. Rales
/s/ MITCHELL P. RALES
Mitchell P. Rales
