SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Imo Industries Inc, et al. – ‘SC 13E3/A’ on 7/2/98 re: Imo Industries Inc

As of:  Thursday, 7/2/98   ·   Accession #:  804151-98-25   ·   File #:  5-39195

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer

 7/02/98  Imo Industries Inc                SC 13E3/A              1:9K   Imo Industries Inc
          II Acquisition Corp
          Imo Industries Inc
          Imo Merger Corp
          Mitchell P. Rales
          Steven M. Rales

Amendment to Tender-Offer Statement — Going-Private Transaction   —   Schedule 13E-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E3/A   Amendment No. 2 to Schedule 13E-3                      4±    16K 


Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Item 1. Issuer and Class of Security Subject to the Transaction
"Item 5. Plans or Proposals of the Issuer or Affiliate
"Item 7. Purpose(S), Alternatives, Reasons and Effects
"Item 10. Interest in Securities of the Issuer
"Item 11. Contracts, Arrangements or Understandings With Respect to the Issuer's Securities


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

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13E3/A’ Filing    Date    Other Filings
5/1/06
7/10/98
Filed on:7/2/988-K
6/1/98SC 13E3
 List all Filings 
Top
Filing Submission 0000804151-98-000025   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Fri., Mar. 29, 11:17:13.1am ET