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): May 12, 1998 (May 7, 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 May 7, 1998, the Registrant announced that holders of
more than 51% of the outstanding principal amount of the Company's 11 3/4%
Senior Subordinated Notes due 2006 consented to certain proposed amendments to
the Indenture governing the Notes, pursuant to the Company's Consent
Solicitation.
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 May 7, 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: May 12, 1998 By: /s/ John A. Young
-----------------
John A. Young
Chief Financial Officer
FOR IMMEDIATE RELEASE Contact: John Young
Chief Financial Officer
(804) 560-4070
IMO INDUSTRIES INC. ANNOUNCES SUCCESSFUL
CONSENT SOLICITATION
Lawrenceville, NJ, May 7, 1998 - Imo Industries Inc. (NYSE: IMD) announced today
that holders of more than 51% of the outstanding principal amount of the
Company's 11 3/4% Senior Subordinated Notes due 2006 consented to certain
proposed amendments to the Indenture governing the notes, pursuant to the
Company's Consent Solicitation. Each holder of the Notes who consented in proper
form and in timely fashion will receive $5.00 in cash for each $1,000 in
principal amount of such holder's Notes.
The Consent Solicitation sought Noteholder approval to amend the Indenture in
order to permit the Company to complete a "short-form" merger with a
wholly-owned subsidiary of II Acquisition Corp., which currently owns 92.8% of
the Company. The Consent Solicitation commenced on April 14, 1998, and expired
yesterday at 5:00 p.m., after which a Supplemental Indenture enacting the
proposed amendments was executed. Notwithstanding the adoption of the proposed
amendments, there can be no assurance that any merger involving the Company will
be consummated.
D.F. King & Co., Inc. acted as Information Agent in connection with the
Consent Solicitation, and IBJ Schroder Bank & Trust Company acted as Consent
Solicitation Agent. Questions concerning the Consent Solicitation or concerning
Consent Payments may be directed to D.F. King & Co. Inc. at (800) 755-3105.
Imo Industries Inc. is a leading manufacturer of pumps, power transmission
components and remote control systems.
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