<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 17, 1997
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
---------------
CORE INDUSTRIES INC
(Name of Subject Company)
---------------
UD NEVADA CORP.
AND
UNITED DOMINION INDUSTRIES LIMITED
(Reporting Persons)
---------------
COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)
---------------
218675106
(CUSIP Number of Class of Securities)
---------------
RICHARD L. MAGEE, ESQ.
SECRETARY
UD NEVADA CORP.
UNITED DOMINION INDUSTRIES LIMITED
2300 ONE FIRST UNION CENTER
CHARLOTTE, NORTH CAROLINA 28202-6039
TELEPHONE: (704) 347-6800
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
COPY TO:
STEPHEN M. LYNCH, ESQ.
ROBINSON, BRADSHAW & HINSON, P.A.
1900 INDEPENDENCE CENTER
101 NORTH TRYON STREET
CHARLOTTE, NORTH CAROLINA 28246
TELEPHONE: (704) 377-2536
---------------
Page 1 of 10 pages.
The exhibit index begins on page 7.
<PAGE> 2
CUSIP No. 218675106 SCHEDULE 14D-1 Page 2 of 10 pages
-------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
UD Nevada Corp.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
BK, WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
- --------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
9,958,041
- --------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
92.6%
- --------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE> 3
CUSIP No. 218675106 SCHEDULE 14D-1 Page 3 of 10 pages
-------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
United Dominion Industries Limited
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
BK, WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- --------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
9,958,041
- --------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
92.6%
- --------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE> 4
Page 4 of 8 pages
This Amendment No. 4 (this "Amendment No. 4") is to the Statement on
Schedule 13D (the "Statement") with respect to the acquisition by UD Nevada
Corp., a Nevada corporation ("Purchaser") and an indirect wholly owned
subsidiary of United Dominion Industries Limited, a corporation organized under
the laws of Canada ("Parent"), of beneficial ownership of shares of Common
Stock, par value $1.00 per share (the "Shares"), of Core Industries Inc, a
Nevada corporation (the "Company"). Purchaser acquired beneficial ownership of
Shares reported hereby pursuant to its offer to purchase all outstanding Shares,
at a price of $25.00 per Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in Purchaser's
Offer to Purchase dated July 2, 1997 and in the related Letter of Transmittal,
copies of which were attached to the Statement as Exhibits (a)(1) and (a)(2)
thereto, respectively. The Statement was filed with the Securities and Exchange
Commission on July 2, 1997 on Schedule 14D-1 and Schedule 13D . The item numbers
and responses thereto below are in accordance with the requirements of Schedule
14D-1. Capitalized terms used in this Amendment No. 4 but not defined herein
have the meanings ascribed to such terms in the Offer to Purchase and the
Statement.
This Amendment No. 4 reports that pursuant to the Merger Agreement
Parent has elected to effect the merger of the Company with and into Purchaser,
rather than a merger of Purchaser with and into the Company, and that Parent,
Purchaser and the Company have entered into an amendment to the Merger Agreement
to effect technical modifications to reflect such election.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Item 5 is hereby amended and supplemented by adding to the end thereof
the following:
On September 8, 1997, Parent notified the Company that pursuant to
the Merger Agreement it had elected to effect the merger of the Company
with and into Purchaser, rather than a merger of Purchaser with and
into the Company. On September 15, 1997, Parent, Purchaser and the
Company entered into Amendment No. 1 to Agreement and Plan of Merger
(the "Merger Agreement Amendment") to amend the Merger Agreement to
effect technical modifications to reflect such election. The Merger
Agreement Amendment does not affect any change to the merger
consideration to be received by holders of Shares upon consummation of
the Merger. Parent intends to cause the Merger to be effective on
October 1, 1997, when certain amendments to Nevada Law become
effective.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding the following:
(c)(4) Amendment No. 1 to Agreement and Plan of Merger dated as of
September 15, 1997 among Parent, Purchaser and the Company
<PAGE> 5
Page 5 of 8 pages
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.
UD NEVADA CORP.
By: /s/ GLENN A. EISENBERG
------------------------
Name: Glenn A. Eisenberg
Title: Vice President
By: /s/ RICHARD L. MAGEE
---------------------
Name: Richard L. Magee
Title: Vice President
September 15, 1997
<PAGE> 6
Page 6 of 8 pages
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.
UNITED DOMINION INDUSTRIES LIMITED
By: /s/ GLENN A. EISENBERG
----------------------
Name: Glenn A. Eisenberg
Title: Senior Vice President
By: /s/ RICHARD L. MAGEE
--------------------
Name: Richard L. Magee
Title: Vice President
September 15, 1997
<PAGE> 7
Page 7 of 8 pages
EXHIBIT INDEX
Exhibit
No.
- -------
(a)(1)* Form of Offer to Purchase dated July 2, 1997
(a)(2)* Form of Letter of Transmittal
(a)(3)* Form of Notice of Guaranteed Delivery
(a)(4)* Form of Letter from Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Furman Selz LLC to Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees
(a)(5)* Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies
and Nominees to Clients
(a)(6)* Form of Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9
(a)(7)* Summary Advertisement as published in The Wall Street Journal on
July 2,1997
(a)(8)* Press release issued by Parent on June 26, 1997
(a)(9)* Press release issued by the Company on June 26, 1997
(a)(10)* Form of Letter from Putnam Investments to participants in Core
Industries Inc 401(k) Plans, with transmittal instructions
(a)(11)* Press release issued by Parent on July 23, 1997
(a)(12) Press release issued by Parent on July 29, 1997 (incorporated by
reference to Exhibit (a)(14) to Amendment No. 4/Final to Schedule
14D-1 of Parent and UD Delaware Corp. with respect to Imo Industries
Inc. dated July 29, 1997)
(a)(13)* Press release issued by Parent on July 31, 1997
(b)(1)* Commitment letter dated June 24, 1997 from Royal Bank of Canada in
favor of Parent and United Dominion Industries, Inc.
(b)(2)* $650,000,000 Second Amendment and Restatement of the Credit Agreement
and Guaranty, dated as of July 28, 1997, among Parent, United Dominion
Industries, Inc. and United Dominion Holdings, Inc., as Obligors, the
financial institutions named therein, as Banks, and Royal Bank of
Canada, as Agent
(c)(1)* Agreement and Plan of Merger, dated as of June 25, 1997, among Parent,
Purchaser and the Company
(c)(2)* Confidentiality Agreement dated October 2, 1996 between the Company and
United Dominion Industries, Inc.
(c)(3)* Letter Agreement dated June 20, 1997 between the Company and Parent
regarding payment of certain fees
(c)(4) Amendment No. 1 to Agreement and Plan of Merger dated as of
September 15, 1997 among Parent, Purchaser and the Company
- -----------------------
* Previously filed.
<PAGE> 1
Exhibit c(4)
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER is dated as of
September 15, 1997 (this "Amendment") and amends the Agreement and Plan of
Merger dated as of June 25, 1997 (the "Agreement") among UNITED DOMINION
INDUSTRIES LIMITED, a corporation organized under the laws of Canada ("Parent"),
UD NEVADA CORP., a Nevada corporation and an indirect wholly owned subsidiary of
Parent ("Purchaser"), and CORE INDUSTRIES INC, a Nevada corporation (the
"Company"). Capitalized terms not otherwise defined herein shall have the
meanings given to them in the Agreement.
RECITALS:
WHEREAS, Section 2.01 of the Agreement entitles Parent to elect to
merge the Company into Purchaser and Parent has so elected; and
WHEREAS, the parties wish to amend the Agreement to reflect any changes
or modifications thereto necessary to reflect such election by Parent.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, Parent, Purchaser and the Company hereby agree as follows:
SECTION 1.01 Notwithstanding any other provision of the Agreement, the term
"Merger" shall mean the merger of the Company with and into
Purchaser in accordance with Nevada Law.
SECTION 1.02 Section 2.01 of the Agreement is hereby amended and restated
as follows:
SECTION 2.01 The Merger Upon the terms and subject to
the conditions set forth in Article VII, and in
accordance with Nevada Law, at the Effective Time (as
hereinafter defined), the Company shall be merged
with and into Purchaser. As a result of the Merger,
the separate corporate existence of the Company shall
cease and Purchaser shall continue as the surviving
corporation of the Merger (the "Surviving
Corporation"), and shall continue to be governed by
the laws of the State of Nevada. Notwithstanding
anything to the contrary contained herein, Parent may
elect instead, at any time prior to the fifth
business day immediately preceding the Effective
Time, to merge Purchaser into the Company. In such
event, the parties agree to execute an appropriate
amendment to this Agreement in order to reflect the
foregoing and to provide, as the case may be, that
the Company shall be the Surviving Corporation.
SECTION 1.03 Section 2.04 of the Agreement is hereby amended and restated
as follows:
<PAGE> 2
SECTION 2.04 Articles of Incorporation; Bylaws. (a)
Unless otherwise determined by Parent prior to the
Effective Time, and subject to the requirements of
Section 6.07, at the Effective Time the Articles of
Incorporation of Purchaser, as in effect immediately
prior to the Effective Time, shall be the Articles of
Incorporation of the Surviving Corporation.
(b) The Bylaws of Purchaser, as in effect immediately
prior to the Effective Time, shall be the Bylaws of
the Surviving Corporation until thereafter amended as
provided by law, the Articles of Incorporation of the
Surviving Corporation and such Bylaws.
SECTION 1.04 Section 2.06 of the Agreement is hereby amended and restated
as follows:
SECTION 2.06 Conversion of Securities At the
Effective Time, by virtue of the Merger and without
any action on the part of Purchaser, the Company or
the holders of any of the Shares:
(a) Each Share issued and outstanding immediately
prior to the Effective Time (other than any Shares to
be canceled pursuant to Section 2.06(b)) shall be
canceled and shall be converted automatically into
the right to receive an amount equal to the Per Share
Amount in cash (the "Merger Consideration"), payable,
without interest, to the holder of such Share, upon
surrender, in the manner provided in Section 2.08, of
the certificate that formerly evidenced such Share;
(b) Each Share owned by Purchaser, Parent, the
Company or any direct or indirect wholly owned
subsidiary of Parent or of the Company immediately
prior to the Effective Time shall be canceled and
retired without any conversion thereof and no payment
or distribution shall be made with respect thereto;
and
(c) Each share of common stock, par value U.S. $.01
per share, of Purchaser issued and outstanding
immediately prior to the Effective Time shall be
converted into and exchanged for one validly issued,
fully paid and nonassessable share of common stock,
par value U.S. $0.01 per share, of the Surviving
Corporation.
2
<PAGE> 3
IN WITNESS WHEREOF, Parent, Purchaser and the Company have caused this
Amendment to be executed as of the date first written above by their respective
officers thereunto duly authorized.
UNITED DOMINION INDUSTRIES LIMITED
By: /s/ Glenn A. Eisenberg
----------------------
Name: Glenn A. Eisenberg
Title: Senior Vice President and Chief
Financial Officer
By: /s/ Richard L. Magee
--------------------
Name: Richard L. Magee
Title: Vice President
UD NEVADA CORP.
By: /s/ Glenn A. Eisenberg
----------------------
Name: Glenn A. Eisenberg
Title: Vice President
By: /s/ Richard L. Magee
--------------------
Name: Richard L. Magee
Title: Vice President
CORE INDUSTRIES INC
By: /s/ David R. Zimmer
-------------------
Name: David R. Zimmer
Title: President
3
