-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LXYzeE8lxAWKWlYKpsEA3Bw+woCR7r90Vz7SKUFX9jvi1fk0opx6nZywc/MLhwnK SO9byAEiKy0A/0fUtNRUzw== 0000804151-96-000015.txt : 19960629 0000804151-96-000015.hdr.sgml : 19960629 ACCESSION NUMBER: 0000804151-96-000015 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960627 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMO INDUSTRIES INC CENTRAL INDEX KEY: 0000804151 STANDARD INDUSTRIAL CLASSIFICATION: PUMPS & PUMPING EQUIPMENT [3561] IRS NUMBER: 210733751 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09294 FILM NUMBER: 96586893 BUSINESS ADDRESS: STREET 1: 1009 LENOX DR STREET 2: PO BOX 6550 CITY: LAWRENCEVILLE STATE: NJ ZIP: 08648-0550 BUSINESS PHONE: 6098967600 MAIL ADDRESS: STREET 1: 1009 LENOX DR STREET 2: PO BOX 6550 CITY: LAWRENCEVILLE STATE: NJ ZIP: 08648-0550 FORMER COMPANY: FORMER CONFORMED NAME: IMO DELAVAL INC DATE OF NAME CHANGE: 19890313 FORMER COMPANY: FORMER CONFORMED NAME: TRANSAMERICA DELAVAL INC /DE DATE OF NAME CHANGE: 19861207 11-K 1 FORM 11-K FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 __________________ (X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended December 31, 1995 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) Commission File No. 1-9294 IMO INDUSTRIES INC. EMPLOYEES STOCK SAVINGS PLAN (Full Title of the Plan) Imo Industries Inc. 1009 Lenox Drive Lawrenceville, NJ 08648 (Name of Issuer of the Securities Held Pursuant to the Plan and the Address of its Principal Executive Office) IMO INDUSTRIES INC. EMPLOYEES STOCK SAVING PLAN ANNUAL REPORT ON FORM 11-K December 31, 1995 INDEX Page Reference SIGNATURE PAGE........................................... 3 AUDITED FINANCIAL STATEMENTS Report of Independent Auditors........................... 4 Statements of Net Assets Available for Plan Benefits..... 5-6 Statements of Changes in Net Assets Available for Plan Benefits................................................ 7-8 Notes to Financial Statements............................ 9-12 SUPPLEMENTARY INFORMATION Assets Held for Investment............................... 13 Reportable Transactions.................................. 14 EXHIBITS Consent of Independent Auditors.......................... 15 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee of the Plan has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. IMO INDUSTRIES INC. EMPLOYEES STOCK SAVINGS PLAN (Name of Plan) /s/ Donald F. Vosburgh Donald F. Vosburgh Vice President, Human Resources Imo Industries Inc. For Administrative Committee Date: June 27, 1996 3 REPORT OF INDEPENDENT AUDITORS Administrative Committee of the Imo Industries Inc. Employees Stock Savings Plan We have audited the accompanying statements of net assets available for plan benefits of the Imo Industries Inc. Employees Stock Savings Plan as of December 31, 1995 and 1994 and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan at December 31, 1995 and 1994, and the changes in its net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment as of December 31, 1995, and reportable transactions for the year then ended are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the financial statements. The Fund Information in the statement of net assets available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP Princeton, NJ June 24, 1996 4 IMO INDUSTRIES INC. EMPLOYEES STOCK SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 1995
Imo Merrill SEI SEI Industries Lynch Equity S&P 500 Inc. Capital Income Index Common Stock Fund Fund Fund Investments, at fair value (Note B): Imo Industries Inc. Common Stock $6,434,202 Mutual fund $13,161,269 $353,182 $5,354,235 Collective Trust Fund (cost approximates market) Group Annuity Contract at contract value Total Investments 6,434,202 13,161,269 353,182 5,354,235 Cash 163,826 Participant loans 59,989 164,798 65,765 NET ASSETS AVAILABLE FOR PLAN BENEFITS $6,658,017 $13,326,067 $353,182 $5,420,000 See notes to financial statements. 5
IMO INDUSTRIES INC. EMPLOYEES STOCK SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 1995
SEI Small Scudder SEI Cap Interna- Fixed Stable Growth tional Income Asset Fund Fund Account Fund Total Investments, at fair value (Note B): Imo Industries Inc. Common Stock $ 6,434,202 Mutual fund $546,938 $167,182 19,582,806 Collective Trust Fund (cost approximates market) $24,550,082 24,550,082 Group Annuity Contract at contract value $2,504,696 2,504,696 Total Investments 546,938 167,182 2,504,696 24,550,082 53,071,786 Cash 163,826 Participant Loans 35,710 388,088 714,350 NET ASSETS AVAILABLE FOR PLAN BENEFITS $546,938 $167,182 $2,540,406 $24,938,170 $53,949,962 See notes to financial statements. 5
IMO INDUSTRIES INC. EMPLOYEES STOCK SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 1994*
Imo Merrill Industries Lynch Fixed Inc. Capital Income Common Stock Fund Account Investments, at fair value (Note B): Imo Industries Inc. Common Stock $14,046,526 Mutual fund $14,363,180 Collective Trust Fund (cost approx- imates market) Group Annuity Contract at contract value $7,730,015 Investment Contract Total Investments 14,046,526 14,363,180 7,730,015 Cash Accrued Interest and Dividends Receivable Contributions Paid (Received) in Advance 2,486 (841) Due (To) From Other Funds 4,615 31,755 NET ASSETS AVAILABLE FOR PLAN BENEFITS $14,053,627 $14,394,094 $7,730,015 * Reclassified to conform to 1995 presentation. See notes to financial statements. 6
IMO INDUSTRIES INC. EMPLOYEES STOCK SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 1994*
Merrill Lynch Commonwealth Retirement Equity Total Preservation Return Trust & Account Other Fund Contract Total Investments, at fair value (Note B): Imo Industries Inc. Common Stock $14,046,526 Mutual fund 14,363,180 Collective Trust Fund (cost approxi- mates market) $38,224,818 38,224,818 Group Annuity Contract at contract value 7,730,015 Investment Contract $5,155,483 5,155,483 Total Investments 38,224,818 5,155,483 79,520,022 Cash 56,833 56,833 Accrued Interest and Dividends Receivable 9,716 9,716 Contributions Paid (Received) in Advance (2,793) 2,492 1,344 Due (To) From Other Funds 34,181 (70,551) 0 NET ASSETS AVAILABLE FOR PLAN BENEFITS $38,322,755 $5,087,424 $79,587,915 *Reclassified to conform to 1995 presentation. See notes to financial statements. 6
IMO INDUSTRIES INC. EMPLOYEES STOCK SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS Year Ended December 31, 1995
Imo Merrill SEI SEI Industries Lynch Equity S&P 500 Inc. Capital Income Index Common Stock Fund Fund Fund Investment Income: Interest Dividends $1,367,488 $43,479 $141,677 Net realized and unrealized gains (losses) $(5,814,249) 2,278,378 (4,089) 927,425 Total investment income (loss) (5,814,249) 3,645,866 39,390 1,069,102 Contributions: Employee 404,925 884,479 34,960 395,059 Employer 712,716 Total Investment Income (Loss) and Contributions (4,696,608) 4,530,345 74,350 1,464,161 Distributions to participants: Shares (967,671) (270,051) Cash (906,511) (1,663,475) (258) (603,332) (1,874,182) (1,933,526) (258) (603,332) Net Loan Activity (57,094) (159,176) (29) (62,864) Net Interfund Transfers 505,229 (263,435) 277,694 5,562,759 Net Transfers (to) from Other Plans (1,272,955) (3,242,235) 1,425 (940,724) Net Increase (Decrease) (7,395,610) (1,068,027) 353,182 5,420,000 Net assets available for plan benefits at beginning of year 14,053,627 14,394,094 0 0 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $6,658,017 $13,326,067 $353,182 $5,420,000 See notes to financial statements. 7
IMO INDUSTRIES INC. EMPLOYEES STOCK SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS Year Ended December 31, 1995
SEI Commonwealth Small Scudder Equity Total Cap Interna- Return Fixed Growth tional Account Income Fund Fund Contract Account Investment Income: Interest $311,974 Dividends $97,428 $5,275 Net realized and unrealized gains (losses) (52,994) 684 $435,165 Total investment income (loss) 44,434 5,959 435,165 311,974 Contributions: Employee 41,076 35,821 42,508 Employer Total Investment Income (Loss) and Contributions 85,510 41,780 477,673 311,974 Distributions to participants: Shares Cash (203) (197) (99,733) (834,050) (203) (197) (99,733) (834,050) Net Loan Activity 555 596 (35,709) Net Interfund Transfers 455,206 118,255 (5,466,223) (281,582) Net Transfers (to) from Other Plans 5,870 6,748 859 (4,350,242) Net Increase (Decrease) 546,938 167,182 (5,087,424) (5,189,609) Net assets available for plan benefits at beginning of year 0 0 5,087,424 7,730,015 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $546,938 $167,182 $0 $2,540,406 See notes to financial statements. 7
IMO INDUSTRIES INC. EMPLOYEES STOCK SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS Year Ended December 31, 1995
Merrill Lynch Retirement Preservation SEI Trust & Other Stable Asset Fund Fund Total Investment Income: Interest $375,320 $1,253,241 $1,940,535 Dividends 1,655,347 Net realized and unrealized gains (losses) (2,229,680) Total investment income (loss) 375,320 1,253,241 1,366,202 Contributions: Employee 368,726 1,047,735 3,255,289 Employer 712,716 Total Investment Income (Loss) and Contributions 744,046 2,300,976 5,334,207 Distributions to participants: Shares (1,237,722) Cash (1,467,083) (6,056,840) (11,631,682) (1,467,083) (6,056,840) (12,869,404) Net Loan Activity (376,495) (690,216) Net Interfund Transfers (37,600,379) 36,692,476 0 Net Transfers (to) from Other Plans 661 (7,621,947) (17,412,540) Net Increase (Decrease) (38,322,755) 24,938,170 (25,637,953) Net assets available for plan benefits at beginning of year 38,322,755 0 79,587,915 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $0 $24,938,170 $53,949,962 See notes to financial statements. 7
IMO INDUSTRIES INC. EMPLOYEES STOCK SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS Year Ended December 31, 1994*
Imo Merrill Commonwealth Industries Lynch Equity Total Inc. Capital Return Account Common Stock Fund Contract Investment Income: Interest Dividends $1,298,995 Net realized and unrealized gains (losses) $3,656,516 (1,242,119) $67,046 Total investment income (loss) 3,656,516 56,876 67,046 Contributions: Employee 658,998 1,542,043 792,723 Employer Total Investment Income (Loss) and Contributions 4,315,514 1,598,919 859,769 Distributions to participants: Shares (661,908) (38,126) Cash (1,815,792) (1,946,634) (820,495) (2,477,700) (1,984,760) (820,495) Net Interfund Transfers (119,170) 536,636 31,458 Net Transfers (to) from Other Plans 15,188 31,724 32,149 Net Increase (Decrease) 1,733,832 182,519 102,881 Net assets available for plan benefits at beginning of year 12,319,795 14,211,575 4,984,543 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $14,053,627 $14,394,094 $5,087,424 *Reclassified to conform to 1995 presentation. See notes to financial statements. 8
IMO INDUSTRIES INC. EMPLOYEES STOCK SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS Year Ended December 31, 1994*
Merrill Lynch Retirement Fixed Preservation Income Trust & Other Account Fund Total Investment Income: Interest $648,230 $2,295,436 $2,943,666 Dividends 1,298,995 Net realized and unrealized gains (losses) 2,481,443 Total investment income (loss) 648,230 2,295,436 6,724,104 Contributions: Employee 2,493,902 5,487,666 Employer 0 Total Investment Income (Loss) and Contributions 648,230 4,789,338 12,211,770 Distributions to participants: Shares (700,034) Cash (1,581,436) (7,691,296) (13,855,653) (1,581,436) (7,691,296) (14,555,687) Net Interfund Transfers (4,923,428) 4,474,504 0 Net Transfers (to) from Other Plans 52,501 131,562 Net Increase (Decrease) (5,856,634) 1,625,047 (2,212,355) Net assets available for plan benefits at beginning of year 13,586,649 36,697,708 81,800,270 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $7,730,015 $38,322,755 $79,587,915 * Reclassified to conform to 1995 presentation. See notes to financial statements. 8
IMO INDUSTRIES INC. EMPLOYEES STOCK SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1995 NOTE A -- DESCRIPTION OF THE PLAN The Imo Industries Inc. Employees Stock Savings Plan (the "Plan") is an employee benefit plan in which substantially all employees of Imo Industries Inc. and its subsidiaries (the "Company") may participate on the first day of the month following the date of hire. The following employees are not eligible to participate in the Plan: (i) employees whose employment contracts exclude them from participation; (ii) members of a collective bargaining unit covered by a collective bargaining agreement that does not specifically provide for their coverage; (iii) temporary hourly-paid employees who work less than 1,020 hours per year; (iv) employees who are employed at a division or facility specifically excluded from participation; and (v) employees paid on a non-United States payroll. Under the Plan, eligible employees may contribute from 1% to 12% of their compensation on a pre-tax basis, up to a maximum of $9,240 for the 1995 calendar year. The Company may provide a matching contribution of up to 75% of the first 6% of each participant's pre-tax contribution as determined from time to time by the Company's Board of Directors. Effective July 1, 1995 the Company restored its matching contribution, previously suspended in July 1992, at 25% of the first 6% of each participant's pre-tax contribution. In addition, in April 1995 the Company made a one-time contribution of $410,000 to the Plan to fund a difference in the number of shares of Imo Industries Inc. Common Stock as reported by the recordkeeper and trustee. This difference resulted from timing differences in execution of transactions by the recordkeeper and trustee. Effective April 1, 1995, these timing differences no longer occur due to a change in trustee (See Note E) and preparation of daily reconciliations of fund balances. A participant's interest in his pre-tax contributions and the Company's matching contributions is at all times 100% vested and nonforfeitable. Distributions are made upon a participant's death, disability or other termination of employment; however, limited withdrawal rights in the event of a financial hardship apply with respect to a participant's pre- tax contributions. A participant's right or interest under the Plan is not transferable or assignable. Effective January 1, 1995, the Plan was amended to allow for participant loans. Under the new provisions, participants, who are active employees of the Company, may borrow from their fund accounts a minimum of $500 up to a maximum of the lesser of $50,000 or 50% of their account balance. Principal repayments and interest are deposited into the participant's account through payroll deductions. Loans must be repaid in full within five years. Upon termination of employment from the Company any outstanding loan balance must be repaid within 90 days. 9 Participants may elect to have their pre-tax contributions invested in any of the following investments in 1% increments: (i) Company's Common Stock; (ii) Merrill Lynch Capital Fund, Inc., a mutual fund investing in equity, debt and convertible securities; (iii) SEI Stable Asset Fund, a collective trust fund consisting primarily of guaranteed insurance contracts; (iv) SEI Equity Income Fund, a mutual fund investing in stocks of large companies; (v) SEI S&P 500 Index Fund, a mutual fund investing in stocks of companies included in the S&P 500 Index; (vi) SEI Small Cap Growth Fund, a mutual fund investing in stocks of small, growing companies; and (vii) Scudder International Fund, a mutual fund investing in stocks of companies in Europe, Asia, and South America. The Company's matching contributions to the Plan are invested in the Company's Common Stock, and any dividends received will be reinvested in the Company's Common Stock. Participants may change their contribution rate once every thirty days. Changes in investment options for future contributions and redirection of investments may be done at any time. The Company has the right to amend the Plan in such manner as it may determine, provided that no such amendment may divert any portion of the vested account, cause the diversion of plan assets or, without stockholder approval, increase the maximum permitted rate of employer matching contributions. Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions of the Employee Retirement Income Security Act of 1974. NOTE B -- SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents: Cash and cash equivalents consist of amounts temporarily invested by the Trustee in a short-term income producing fund (Cash Fund), pending the investment of the amounts in one of the Plan's investment alternatives. Accounting for Investments: The Plan's investment in the Company's Common Stock is valued at the closing price on the last business day of the fiscal year on the New York Stock Exchange. The fixed income accounts and the SEI Stable Asset Fund are valued at cost plus accrued interest which approximates market value. Shares of mutual funds are valued at the net asset value per share reported by such funds. Investment transactions are accounted for on the date the securities are purchased or sold (trade date). Dividend income is recorded on the ex-dividend date and interest income is accrued as earned. Expenses: All Plan administrative expenses are paid by the Company. Management Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management of the Plan to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 10 Income Taxes: The Plan obtained its latest determination letter on December 18, 1987, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with Section 401(a) of the Internal Revenue Code ("IRC") and the Plan's related trust is tax-exempt under IRC Section 501(a). The Plan has adopted amendments required by subsequent legislation and filed for a new determination letter on March 30, 1995. The Plan administrator believes that the Plan is currently being operated in compliance with the applicable requirements of the IRC. NOTE C -- INVESTMENTS The cost of investments and number of shares or units held at December 31, 1995 and 1994 were as follows:
1995 1994 Shares Cost Shares Cost Imo Industries Inc. Common Stock 935,884 $11,838,640 1,146,655 $15,814,509 Merrill Lynch Capital Fund 430,885 11,467,293 558,879 14,335,633 SEI Equity Income Fund 22,896 360,943 -- -- SEI S&P 500 Index Fund 268,733 4,521,242 -- -- SEI Small Cap Growth Fund 32,908 621,466 -- -- Scudder International Fund 3,824 167,742 -- -- Commonwealth Equity Total Return Account Contract -- -- 8,955 4,561,684 Transamerica Life Insurance Company 8.45% Group Annuity Contract -- 2,504,696 -- 7,730,015 Merrill Lynch Retirement Preservation Trust -- -- -- 38,185,630 EBP Real Estate Fund 100 136,859 SEI Stable Asset Fund -- 24,550,082 -- -- $56,032,104 $80,764,330 11
On January 3, 1996 the Transamerica Life Insurance Company 8.45% Group Annuity Contract was redeemed and proceeds were invested in the SEI Stable Asset Fund. NOTE D -- WITHDRAWALS PAYABLE At December 31, 1995 there were no withdrawals requested but not yet paid. At December 31, 1994, withdrawals requested but not yet paid were: 12/31/94 Imo Industries Inc.Common Stock Fund $ 21,934 Merrill Lynch Capital Fund 56,788 Commonwealth Equity Total Return Account Contract 45,272 Merrill Lynch Retirement Preservation Trust 486,996 $ 610,990 NOTE E -- CHANGE IN TRUSTEE Effective March 1, 1995, the Plan assets were transferred from Merrill Lynch Trust Company as trustee to SEI Trust, an affiliate of SEI Corporation, as part of an upgrade program intended to increase participation in the Plan. The appointment of SEI Trust as trustee combined the record keeping and trustee functions with the same provider. NOTE F -- TRANSFERS TO OTHER PLANS As a result of the sale of the Company's Turbomachinery and Baird AID businesses in January 1995, approximately 300 participants, or 9% of total participants, withdrew from the Plan approximately $2.2 million in the form of distributions and $4.5 million in the form of rollovers to other qualified plans. In addition, in April 1995, a separate plan was established for the participants associated with Varo, Inc., a wholly-owned subsidiary of the Company. Approximately $12.9 million in assets were transferred to the Varo Plan. 12 IMO INDUSTRIES INC. EMPLOYEES STOCK SAVINGS PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT December 31, 1995
Identity of Issuer, Current Borrower, Lessor or Description of Cost Value Similar Party Investment Imo Industries Inc.* 935,884 Shares of $11,838,640 $6,434,202 Common Stock Merrill Lynch Capital 430,885 Shares 11,467,293 13,161,269 Fund SEI Equity Income Fund 22,896 Shares 360,943 353,182 SEI S&P 500 Index Fund 268,733 Shares 4,521,242 5,354,235 SEI Small Cap Growth 32,908 Shares 621,466 546,938 Fund Scudder International 3,824 Shares 167,742 167,182 Fund Transamerica Life 8.45% Group Annuity 2,504,696 2,504,696 Insurance Company** Contract Due 12/31/95 SEI Stable Asset Fund 24,550,082 24,550,082 $56,032,104 $53,071,786 Loans to Participants Payment terms vary with interest rates ranging from 9.7% to 10% $714,350 $714,350 *Imo Industries Inc. is sponsor to the Plan. ** On January 3, 1996 the Transamerica Life Insurance Company 8.45% Group Annuity Contract was redeemed and proceeds were invested in the SEI Stable Asset Fund. 13
IMO INDUSTRIES INC. EMPLOYEES STOCK SAVINGS PLAN SCHEDULE OF REPORTABLE TRANSACTIONS Year Ended December 31, 1995
Number of Purchase Selling Cost Gain Investment Transact- Price Price* Basis* (Loss) ions CATEGORY i -- Individual Transactions in Excess of 5% of Fair Value of Plan Assets Merrill Lynch Retirement Preservation Trust $7,560,863 $7,560,863 Commonwealth Equity Total Return Account Contract 5,466,223 4,461,586 $1,004,637 SEI Stable Asset Fund $7,560,863 7,560,863 SEI S&P 500 Index Fund 5,387,920 5,387,920 CATEGORY iii -- Series of Transactions in Excess of 5% of Fair Value of Plan Assets Merrill Lynch Capital Fund 143 $4,157,810 $3,703,529 $454,281 Merrill Lynch Retirement Preservation Trust 5 8,931,925 8,931,925 Commonwealth Equity Total Return Account Contract 6 5,636,507 4,607,541 1,028,966 SEI S&P 500 Index Fund 107 6,439,492 6,439,492 SEI Stable Asset Fund 137 11,991,203 11,991,203 SEI Stable Asset Fund 151 11,833,208 11,833,208 NOTE: There are no reportable transactions under CATEGORY ii or iv during the year ended December 31, 1995. * Selling price and cost basis of purchases represent the fair value of the investments on dates of transactions. 14
EX-24 2 EXHIBIT 24 EXHIBIT 24 -- CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Forms S-8 No. 33-13362 and No. 33- 41260) pertaining to the Imo Industries Inc. Employees Stock Savings Plan and in the Registration Statement (Form S-8 No. 33-26118) pertaining to the Imo Industries Inc. Equity Incentive Plan for Key Employees and the Equity Incentive Plan for Outside Directors of Imo Industries Inc. and in the Registration Statement (Form S-8 No. 33- 60535) pertaining to the Imo Industries Inc. 1995 Equity Incentive Plan for Outside Directors and in the Registration Statement (Form S-8 No. 33-60533) pertaining to the Imo Industries Inc. Equity Incentive Plan for Key Employees of our report dated June 24, 1996, with respect to the financial statements and schedules of the Imo Industries Inc. Employees Stock Savings Plan included in the Annual Report (Form 11-K) for the year ended December 31, 1995. /s/ Ernst & Young LLP Princeton, New Jersey June 27, 1996 15 -----END PRIVACY-ENHANCED MESSAGE-----