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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):
JANUARY 6, 2000
FLOWSERVE CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 1-13179 31-0267900
(State or other (Commission (IRS employer
jurisdiction of file number) identification no.)
incorporation or
organization)
222 W. LAS COLINAS BLVD., SUITE 1500
IRVING, TEXAS 75039
(Address and zip code of principal executive offices)
Registrant's telephone number, including area code:
(972) 443-6500
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 6, 2000, Forrest Acquisition Sub, Inc., a Delaware
corporation and wholly-owned subsidiary of the Registrant ("Purchaser"),
completed its tender offer to purchase any and all outstanding shares of common
stock, par value $.001 per share (the "Common Stock"), including the associated
rights to purchase Series A Junior Participating Preferred Stock (the "Rights,"
and together with the Common Stock, the "Shares"), of Innovative Valve
Technologies, Inc., a Delaware corporation ("Invatec"), at a price of $1.62 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated November 22, 1999 (the "Offer to
Purchase") and in the related Letter of Transmittal. As a result, Purchaser
acquired approximately 90.0% of the outstanding Shares on a fully diluted basis.
Pursuant to the Agreement and Plan of Merger dated as of November 18,
1999, by and between the Registrant, Purchaser and Invatec (the "Merger
Agreement") executed in connection with the Offer to Purchase, the Registrant
effected the merger of Purchaser with and into Invatec pursuant to Section 253
of the Delaware General Corporation Law as of January 13, 2000 (the "Effective
Time"). Under the Merger Agreement, each Share outstanding immediately prior to
the Effective Time (other than Shares owned by Purchaser (which were canceled)
and Shares as to which appraisal rights are perfected) has been converted into
the right to receive the merger consideration of $1.62 per Share in cash,
without interest.
The total amount of consideration necessary to consummate the Offer to
Purchase and complete the merger was approximately $100 million, including the
combined cost of equity and assumption of debt. Purchaser obtained the funds
from the Registrant in the form of capital contributions and/or loans. The
Registrant obtained such funds from its working capital.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
To be filed by amendment.
(b) PRO FORMA FINANCIAL INFORMATION
As of the date of filing this current report on Form
8-K, it is impracticable for the Registrant to
provide the pro forma financial information required
by this Item 7(b). Such financial information shall
be filed by amendment to this Form 8-K no later than
60 days after January 21, 2000.
(c) EXHIBITS
2.1 Agreement and Plan of Merger dated as of
November 18, 1999, by and between Flowserve
Corporation, Forrest Acquisition Sub, Inc.
and Innovative Valve Technologies, Inc.,
previously filed as Exhibit 99(c)(1) to
Schedule 14D-1 and Statement on Schedule 13D
(File No. 005-51843) filed on November 22,
1999, as amended, and incorporated herein by
reference.
[SIGNATURE PAGE FOLLOWS]
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FLOWSERVE CORPORATION
By: /s/ Ronald F. Shuff
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Ronald F. Shuff
Vice President, Secretary and General
Counsel
Date: January 13, 2000
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
2.1 Agreement and Plan of Merger dated as of November 18, 1999, by
and between Flowserve Corporation, Forrest Acquisition Sub,
Inc. and Innovative Valve Technologies, Inc., previously filed
as Exhibit 99(c)(1) to Schedule 14D-1 and Statement on
Schedule 13D (File No. 005-51843) filed on November 22, 1999,
as amended.