1
EXHIBIT 99.3
LETTER OF TRANSMITTAL
12 1/4% SENIOR SUBORDINATED NOTES DUE 2010
OF
FLOWSERVE FINANCE B.V.
PURSUANT TO THE EXCHANGE OFFER IN RESPECT OF
ALL OF ITS OLD 12 1/4% SENIOR SUBORDINATED NOTES DUE 2010
FOR 12 1/4% SENIOR SUBORDINATED NOTES DUE 2010
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., LONDON TIME (12:00 P.M., NEW YORK
CITY TIME), ON NOVEMBER 28, 2000 (THE "EXPIRATION DATE") UNLESS THE EXCHANGE
OFFER IS EXTENDED BY FLOWSERVE FINANCE B.V. (THE, "COMPANY") IN ITS SOLE
DISCRETION. TENDERS OF OLD NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00
P.M., LONDON TIME (12:00 P.M., NEW YORK CITY TIME), ON THE EXPIRATION DATE.
TO: THE BANK OF NEW YORK BANQUE INTERNATIONALE A LUXEMBOURG S.A.
EXCHANGE AGENT LUXEMBOURG PAYING AGENT AND TRANSFER AGENT
The Bank of New York Banque Internationale a Luxembourg S.A.
Lower Ground Floor 69 route d'Esch
30 Cannon Street L-1470 Luxembourg
London, EC4M 6XH Attn: Fiscal and Listing Agencies
Attn: Linda Read or Emma Wilkes By Telephone: 352 4590 4232
By Telephone: 011 44 207 964-7284 By Facsimile: 352 4590 4227
or 011 44 207 964-7235
By Facsimile: 011 44 207 964-6369
or 011 44 207 964-7294
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR
TRANSMISSION VIA TELEGRAM, TELEX OR FACSIMILE, OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS CONTAINED HEREIN SHOULD
BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE EXCHANGE NOTES FOR
THEIR OLD NOTES PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT
WITHDRAW) THEIR OLD NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
All capitalized terms used herein and not defined shall have
the meanings ascribed to them in the Prospectus.
2
DESCRIPTION OF OLD NOTES
------------------------
AGGREGATE PRINCIPAL AMOUNT
NAMES(S) AND ADDRESS(ES) OF HOLDER(S) CERTIFICATE NUMBER(S) TENDERED
(PLEASE FILL IN, IF BLANK) (ATTACH SIGNED LIST IF NECESSARY) (IF LESS THAN ALL)**
- ------------------------------------- --------------------------------- ---------------------------
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
TOTAL PRINCIPAL AMOUNT OF OLD NOTES TENDERED
- ------------------------------------------------------------------------------------------------------------------
* Need not be completed by Holders tendering by book-entry transfer.
** Need not be completed by Holders who wish to tender with respect to all
Old Notes listed. See Instruction 2.
: CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY EUROCLEAR OR
CLEARSTREAM BANKING, SOCIETE ANONYME TO THE EXCHANGE AGENT'S ACCOUNT AT
EUROCLEAR OR CLEARSTREAM BANKING, SOCIETE ANONYME AND COMPLETE THE
FOLLOWING:
NAME OF TENDERING INSTITUTION:
------------------------------------
EUROCLEAR OR CLEARSTREAM BANKING, SOCIETE ANONYME BOOK-ENTRY
ACCOUNT:
--------------------------------------------------------------
TRANSACTION CODE NO.:
------------------------------------------------
Holders who wish to tender their Old Notes and (i) whose Old Notes are not
immediately available, or (ii) who cannot deliver their Old Notes, the Letter of
Transmittal or any other required documents to the applicable Exchange Agent
prior to the Expiration Date, or cannot complete the procedure for book-entry
transfer on a timely basis, may effect a tender according to the guaranteed
delivery procedures set forth in the Prospectus under the caption "Terms of the
Exchange Offer--Guaranteed Delivery Procedures."
: CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE APPLICABLE EXCHANGE
AGENT AND COMPLETE THE FOLLOWING:
NAME(S) OF HOLDER(S) OF OLD NOTES:
--------------------------------------
WINDOW TICKET NO. (IF ANY):
---------------------------------------------
DATE OF EXECUTION OF NOTICE OF GUARANTEED DELIVERY:
---------------------
NAME OF ELIGIBLE INSTITUTION THAT GUARANTEED DELIVERY:
------------------
EUROCLEAR OR CLEARSTREAM BANKING, SOCIETE ANONYME BOOK-ENTRY
ACCOUNT NO.:
------------------------------------------------------------
IF DELIVERED BY BOOK-ENTRY TRANSFER:
------------------------------------
NAME OF TENDERING INSTITUTION:
-------------------------------------
TRANSACTION CODE NO.:
-----------------------------------------------
: CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
NAME:
--------------------------------------------------------------
ADDRESS:
-----------------------------------------------------------
2
3
LADIES AND GENTLEMEN:
Subject to the terms of the Exchange Offer, the undersigned hereby tenders
to the Company the principal amount of Old Notes indicated above. Subject to and
effective upon the acceptance for exchange of the principal amount of Old Notes
tendered in accordance with this Letter of Transmittal, the undersigned sells,
assigns and transfers to, or upon the order of, the Company all right, title and
interest in and to the Old Notes tendered hereby. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent its agent and
attorney-in-fact (with full knowledge that the Exchange Agent also acts as the
agent of the Company and as Trustee under the Indenture for the Old Notes and
the Exchange Notes) with respect to the tendered Old Notes with full power of
substitution to (i) deliver certificates for such Old Notes to the Company, or
transfer ownership of such Old Notes on the account books maintained by
Euroclear or Clearstream Banking, societe anonyme ("Clearstream, Luxembourg"),
as the case may be, together, in any such case, with all accompanying evidences
of transfer and authenticity to, or upon the order of, the Company and (ii)
present such Old Notes for transfer on the books of the Company and receive all
benefits and otherwise exercise all rights of beneficial ownership of such Old
Notes, all in accordance with the terms of the Exchange Offer. The power of
attorney granted in this paragraph shall be deemed irrevocable and coupled with
an interest.
The undersigned hereby represents and warrants that he or she has full
power and authority to tender, sell, assign and transfer the Old Notes tendered
hereby and that the Company will acquire good and unencumbered title thereto,
free and clear of all liens, restrictions, charges and encumbrances and not
subject to any adverse claim, when the same are acquired by the Company. The
undersigned also acknowledges that this Exchange Offer is being made in reliance
upon an interpretation by the staff of the Securities and Exchange Commission
that the Exchange Notes issued in exchange for the Old Notes pursuant to the
Exchange Offer may be offered for sale, resold and otherwise transferred by
holders thereof (other than any such holder that is an "affiliate" of the
Company within the meaning of Rule 405 under the Securities Act) without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that such Exchange Notes are acquired in the ordinary
course of such holder's business and such holders have no arrangement with any
person to participate in the distribution of such Exchange Notes. If the
undersigned is not a broker-dealer, the undersigned represents that it is not
engaged in, and does not intend to engage in, a distribution of the Exchange
Notes. If the undersigned is a broker-dealer that will receive Exchange Notes
from its own account in exchange for Old Notes, the undersigned represents that
such Old Notes were acquired as a result of market-making activities or other
trading activities and acknowledges that it will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of such
Exchange Notes; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
The undersigned Holder represents that (i) the Exchange Notes acquired
pursuant to the Exchange Offer are being obtained in the ordinary course of
business of the person receiving such Exchange Notes, whether or not such person
is such Holder, (ii) neither the Holder of Old Notes nor any other person has an
arrangement or understanding with any person to participate in the distribution
of such Exchange Notes, (iii) if the Holder is not a broker-dealer, or is a
broker-dealer but will not receive Exchange Notes for its own account in
exchange for Old Notes, neither the Holder nor any such other person is engaged
in or intends to participate in the distribution of such Exchange Notes and (iv)
neither the Holder nor any such other person is an "affiliate" of the Company
within the meaning of Rule 405 of the Securities Act or, if such Holder is an
affiliate, that such Holder will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Company to be necessary or
desirable to complete the assignment and transfer of the Old Notes tendered
hereby.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted validly tendered Old Notes when, as and if the Company has given oral
or written notice thereof to the Exchange Agent and complied with the applicable
provisions of the Registration Rights Agreement. If any tendered Old Notes are
not accepted for exchange pursuant to the Exchange Offer for any reason or if
Old Notes are submitted for a greater principal amount than the holder desires
to exchange, such unaccepted or non-exchanged Old Notes will be returned without
expense
3
4
to the tendering Holder thereof (or, in the case of Old Notes tendered by
book-entry transfer into the Exchange Agent's account at the Book--Entry
Transfer Facility pursuant to the book-entry transfer procedures described in
the Prospectus under "The Exchange Offer--Procedures for Tendering Outstanding
Euro Notes," such non-exchanged Notes will be credited to an account maintained
with such Book-Entry Transfer Facility) as promptly as practicable after the
expiration or termination of the Exchange Offer.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned and every obligation under this Letter of Transmittal shall be
binding upon the undersigned's heirs, personal representatives, successors and
assigns.
The undersigned understands that tenders of Old Notes pursuant to the
procedures described under the caption "The Exchange Offer--Procedures for
Tendering Outstanding Euro Notes" in the Prospectus and in the instructions
hereto will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Exchange Offer.
Unless otherwise indicated under "Special Issuance Instructions," please
issue the certificates representing the Exchange Notes issued in exchange for
the Old Notes accepted for exchange and return any Old Notes not tendered or not
exchanged, in the name(s) of the undersigned (or in either such event in the
case of Old Notes tendered by Euroclear or Clearstream, Luxembourg, by credit to
the account at Euroclear or Clearstream, Luxembourg). Similarly, unless
otherwise indicated under "Special Delivery Instructions," please send the
certificates representing the Exchange Notes issued in exchange for the Old
Notes accepted for exchange and any certificates for Old Notes not tendered or
not exchanged (and accompanying documents, as appropriate) to the undersigned at
the address shown below the undersigned's signatures, unless, in either event,
tender is being made through Euroclear or Clearstream, Luxembourg. In the event
that both "Special Issuance Instructions" and "Special Delivery Instructions"
are completed, please issue the certificates representing the Exchange Notes
issued in exchange for the Old Notes accepted for exchange and return any Old
Notes not tendered or not exchanged in the name(s) of, and send said
certificates to, the person(s) so indicated. The undersigned recognizes that the
Company has no obligation pursuant to the "Special Issuance Instructions" and
"Special Delivery Instructions" to transfer any Old Notes from the name of the
registered holder(s) thereof if the Company does not accept for exchange any of
the Old Notes so tendered.
4
5
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF OLD NOTES REGARDLESS
OF WHETHER OLD NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)
This Letter of Transmittal must be signed by the Holder(s) of Old Notes exactly
as their name(s) appear(s) on certificate(s) for Old Notes or, if tendered by a
participant in Euroclear or Clearstream, Luxembourg, exactly as such
participant's name appears on a security position listing as the owner of Old
Notes, or by person(s) authorized to become registered Holder(s) by endorsements
and documents transmitted with this Letter of Transmittal. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below under "Capacity" and submit evidence
satisfactory to the Company of such person's authority to so act. See
Instruction 3 herein.
If the signature appearing below is not of the registered Holder(s) of the Old
Notes, then the registered Holder(s) must sign a valid proxy.
x Date:
----------------------------------------------- -----------------------------------
x Date:
----------------------------------------------- -----------------------------------
SIGNATURE(S) OF HOLDER(S) OR
AUTHORIZED SIGNATORY
Name(s): Address:
---------------------------------------- --------------------------------
(PLEASE PRINT) (INCLUDING ZIP CODE)
Capacity(ies): Area Code and Telephone No:
Social Security No.(s):
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
SIGNATURE GUARANTEE
(SEE INSTRUCTION 3 HEREIN)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
- --------------------------------------------------------------------------------
(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES)
- --------------------------------------------------------------------------------
(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING AREA CODE) OF
FIRM)
- --------------------------------------------------------------------------------
(AUTHORIZED SIGNATURE)
- --------------------------------------------------------------------------------
(PRINTED NAME)
- --------------------------------------------------------------------------------
(TITLE)
Date:
5
6
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTION 4 HEREIN)
To be completed ONLY if certificates for Old Notes in a principal
amount not tendered are to be issued in the name of, or the Exchange Notes
issued pursuant to the Exchange Offer are to be issued to the order of, someone
other than the person or persons whose signature(s) appear(s) within this Letter
of Transmittal or issued to an address different from, that shown in the box
entitled "Description of Old Notes" within this Letter of Transmittal, or if
Exchange Notes tendered by book-entry transfer that are not accepted for
purchase are to be credited to an account maintained at Euroclear or
Clearstream, Luxembourg other than the account at Euroclear or Clearstream,
Luxembourg indicated above.
Name:
------------------------------------------------------------------------
(PLEASE PRINT)
Address:
-----------------------------------------------------------------------
(PLEASE PRINT)
- -------------------------------------------------------------------------------
ZIP CODE
- -------------------------------------------------------------------------------
TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
(SEE SUBSTITUTE FORM W-9 HEREIN)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 4 HEREIN)
To be completed ONLY if certificates for Old Notes in a principal
amount not tendered or not accepted for purchase or the Exchange Notes issued
pursuant to the Exchange Offer are to be sent to someone other than the person
or persons whose signature(s) appear(s) within this Letter of Transmittal or to
an address different from that shown in the box entitled "Description of Old
Notes" within this Letter of Transmittal or to be credited to an account
maintained at Euroclear or Clearstream, Luxembourg other than the account at
Euroclear or Clearstream, Luxembourg indicated above.
Name:
------------------------------------------------------------------------
(PLEASE PRINT)
Address:
-----------------------------------------------------------------------
(PLEASE PRINT)
- -------------------------------------------------------------------------------
ZIP CODE
- -------------------------------------------------------------------------------
TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
(SEE SUBSTITUTE FORM W-9 HEREIN)
6
7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER AND THE SOLICITATION
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES. The certificates for
the tendered Old Notes (or a confirmation of a book-entry into the Exchange
Agent's account at Euroclear or Clearstream, Luxembourg or to an account at
Euroclear or Clearstream, Luxembourg of all Old Notes delivered electronically),
as well as a properly completed and duly executed copy of this Letter of
Transmittal or facsimile hereof and any other documents required by this Letter
of Transmittal must be received by the applicable Exchange Agent at its address
set forth herein prior to 5:00 P.M., London time (12:00 P.M., New York City
time), on the Expiration Date. The method of delivery of the tendered Old Notes,
this Letter of Transmittal and all other required documents to the applicable
Exchange Agent are at the election and risk of the Holder and, except as
otherwise provided below, the delivery will be deemed made only when actually
received by the Exchange Agent or Euroclear or Clearstream, Luxembourg. Instead
of delivery by mail, it is recommended that the Holder use an overnight or hand
delivery service. In all cases, sufficient time should be allowed to assure
timely delivery. No Letter of Transmittal or Old Notes should be sent to the
Company.
Holders who wish to tender their Old Notes and (i) whose Old Notes are not
immediately available or (ii) who cannot deliver their Old Notes, this Letter of
Transmittal or any other documents required hereby to the Exchange Agent prior
to the Expiration Date, or who cannot complete the procedure for book-entry
transfer on a timely basis must tender their Old Notes and follow the guaranteed
delivery procedures set forth in the Prospectus. Pursuant to such procedures:
(i) such tender must be made by or through an Eligible Institution (as defined
below) or pursuant to Euroclear's or Clearstream, Luxembourg's standard
operating procedures; (ii) prior to the Expiration Date, (a) the Exchange Agent
must have received from the Eligible Institution a properly completed and duly
executed Notice of Guaranteed Delivery (by facsimile transmission, mail or hand
delivery) setting forth the name and address of the Holder of the Old Notes, the
certificate number or numbers of such Old Notes and the principal amount of Old
Notes tendered, stating that the tender is being made thereby and guaranteeing
that within five Business Days after the Expiration Date, this Letter of
Transmittal (or copy thereof) together with the certificate(s) representing the
Old Notes (or a confirmation of electronic mail delivery of book-entry delivery
into the Exchange Agent's account at EUROCLEAR OR CLEARSTREAM, LUXEMBOURG) and
any of the required documents will be deposited by the Eligible Institution with
the applicable Exchange Agent; or (b) Euroclear or Clearstream, Luxembourg shall
have received an electronic transmission which transmission must contain the
character by which the participant acknowledges its receipt of and agrees to be
bound by the guaranteed delivery procedures set forth in the Prospectus; and
(iii) such properly completed and executed Letter of Transmittal (or copy
thereof), as well as all other documents required by this Letter of Transmittal
and the certificate(s) representing all tendered Old Notes in proper form for
transfer or a confirmation of electronic mail delivery of book-entry delivery
into the Exchange Agent's account at EUROCLEAR OR CLEARSTREAM, LUXEMBOURG or to
Euroclear or Clearstream, Luxembourg), must be received by the applicable
Exchange Agent within five Business Days after the Expiration Date, all as
provided in the Prospectus under the caption "Terms of the Exchange
Offer--Guaranteed Delivery Procedures." Any Holder of Old Notes who wishes to
tender his Old Notes pursuant to the guaranteed delivery procedures described
above must ensure that the applicable Exchange Agent, Euroclear or Clearstream,
Luxembourg receives the Notice of Guaranteed Delivery prior to 5:00 P.M., London
time (12:00 P.M., New York City time), on the Expiration Date.
All questions as to the validity, form, eligibility (including time of receipt),
acceptance and withdrawal of tendered Old Notes will be determined by the
Company in its sole discretion, which determination will be final and binding.
The Company reserves the absolute right to reject any and all Old Notes not
properly tendered or any Old Notes the Company's acceptance of which would, in
the opinion of counsel for the Company, be unlawful. The Company also reserves
the absolute right to waive any defects, irregularities or conditions of tender
as to particular Old Notes. The Company's interpretation of the terms and
conditions of the Exchange Offer (including the instructions in this Letter of
Transmittal) will be final and binding on all parties. Unless waived, any
defects or irregularities in connection with tenders of Old Notes must be cured
within such time as the Company shall determine. Although the Company intends to
notify Holders of defects or irregularities with respect to tenders of Old
Notes, neither the Company, the Exchange Agent nor any other person shall be
under any duty to give notification of defects or irregularities with respect to
tenders of Old Notes, nor shall any of them incur any liability for failure to
give such notification. Tenders
7
8
of Old Notes will not be deemed to have been made until such defects or
irregularities have been cured or waived. Any Old Notes received by the Exchange
Agent that are not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned without cost by
the Exchange Agent to the tendering Holders of Old Notes, unless otherwise
provided in this Letter of Transmittal, as soon as practicable following the
Expiration Date.
2. PARTIAL TENDERS. Tenders of Old Notes will be accepted only in authorized
denominations of E.1,000. If less than the entire principal amount of any Old
Notes is tendered, the tendering Holder should fill in the principal amount
tendered in the third column of the chart entitled "Description of Old Notes."
The entire principal amount of Old Notes delivered to the Exchange Agent will be
deemed to have been tendered unless otherwise indicated. If the entire principal
amount of all Old Notes is not tendered, Old Notes for the principal amount of
Old Notes delivered to the Exchange Agent will be deemed to have been tendered
unless otherwise indicated. If the entire principal amount of all Old Notes is
not tendered, Old Notes for the principal amount of Old Notes not tendered and a
certificate or certificates representing Exchange Notes issued in exchange of
any Old Notes accepted will be sent to the Holder at his or her registered
address, unless a different address is provided in the appropriate box on this
Letter of Transmittal or unless tender is made through Euroclear or Clearstream,
Luxembourg, promptly after the Old Notes are accepted for exchange.
3. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. If this Letter of Transmittal (or copy hereof) is
signed by the registered Holder(s) of the Old Notes tendered hereby, the
signature must correspond with the name(s) as written on the face of the Old
Notes without alteration, enlargement or any change whatsoever.
If this Letter of Transmittal (or copy hereof) is signed by the registered
Holder(s) of Old Notes tendered and the certificate(s) for Exchange Notes issued
in exchange therefor is to be issued (or any untendered principal amount of Old
Notes is to be reissued) to the registered Holder, such Holder need not and
should not endorse any tendered Old Note, nor provide a separate bond power. In
any other case, such holder must either properly endorse the Old Notes tendered
or transmit a properly completed separate bond power with this Letter of
Transmittal, with the signatures on the endorsement or bond power guaranteed by
an Eligible Institution.
If this Letter of Transmittal (or copy hereof) is signed by a person other than
the registered Holder(s) of Old Notes listed therein, such Old Notes must be
endorsed or accompanied by properly completed bond powers which authorize such
person to tender the Old Notes on behalf of the registered Holder, in either
case signed as the name of the registered Holder or Holders appears on the Old
Notes.
If this Letter of Transmittal (or copy hereof) or any Old Notes or bond powers
are signed by trustees, executors, administrators, guardians, attorneys-in-fact,
or officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and unless waived by the
Company, evidence satisfactory to the Company of their authority to so act must
be submitted with this Letter of Transmittal. Endorsements on Old Notes or
signatures on bond powers required by this Instruction 3 must be guaranteed by
an Eligible Institution.
Signatures on this Letter of Transmittal (or copy hereof) or a notice of
withdrawal, as the case may be, must be guaranteed by a member firm of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc., a commercial bank or trust company having an office or
correspondent in the United States or an "eligible guarantor institution" within
the meaning of Rule 17Ad-15 under the Exchange Act (an "Eligible Institution")
unless the Old Notes tendered pursuant thereto are tendered (i) by a registered
Holder (including any participant in EUROCLEAR OR CLEARSTREAM, LUXEMBOURG,
Euroclear or Clearstream, Luxembourg whose name appears on a security position
listing as the owner of Old Notes) who has not completed the box set forth
herein entitled "Special Issuance Instructions" or "Special Delivery
Instructions" of this Letter of Transmittal or (ii) for the account of an
Eligible Institution.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering Holders should
indicate, in the applicable spaces, the name and address to which Exchange Notes
or substitute Old Notes for principal amounts not tendered or not accepted for
exchange are to be issued or sent, if different from the name and address of the
person signing this Letter of Transmittal (or in the case of tender of the Old
Notes through Euroclear or Clearstream, Luxembourg, if
8
9
different from the account maintained at Euroclear or Clearstream, Luxembourg
indicated above). In the case of issuance in a different name, the taxpayer
identification or social security number of the person named must also be
indicated.
5. TRANSFER TAXES. The Company will pay all transfer taxes, if any, applicable
to the exchange of Old Notes pursuant to the Exchange Offer. If, however,
certificates representing Exchange Notes or Old Notes for principal amounts not
tendered or accepted for exchange are to be delivered to, or are to be
registered or issued in the name of, any person other than the registered Holder
of the Old Notes tendered hereby, or if tendered Old Notes are registered in the
name of any person other than the person signing this Letter of Transmittal, or
if a transfer tax is imposed for any reason other than the exchange of Old Notes
pursuant to the Exchange Offer, then the amount of any such transfer taxes
(whether imposed on the registered Holder or any other person) will be payable
by the tendering Holder. If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted with this Letter of Transmittal, the amount
of such transfer taxes will be billed directly to such tendering Holder.
Except as provided in this Instruction 5, it will not be necessary for transfer
tax stamps to be affixed to the Old Notes listed in this Letter of Transmittal.
6. WAIVER OF CONDITIONS. The Company reserves the absolute right to amend, waive
or modify specified conditions in the Exchange Offer in the case of any Old
Notes tendered.
7. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES. Any tendering Holder whose
Old Notes have been mutilated, lost, stolen or destroyed should contact the
Exchange Agent at the address indicated herein for further instruction.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for
assistance and requests for additional copies of the Prospectus or this Letter
of Transmittal may be directed to the Exchange Agent at the address specified in
the Prospectus. Holders may also contact their broker, dealer, commercial bank,
trust company or other nominee for assistance concerning the Exchange Offer.
9. IRREGULARITIES. All questions as to the validity, form, eligibility
(including time of receipt), and acceptance of Letters of Transmittal or Old
Notes will be resolved by the Company, whose determination will be final and
binding. The Company reserves the absolute right to reject any or all Letters of
Transmittal or tenders that are not in proper form or the acceptance of which
would, in the opinion of the Company's counsel, be unlawful. The Company also
reserves the absolute right to waive any irregularities or conditions of tender
as to the particular Old Notes covered by any Letter of Transmittal or tendered
pursuant to such Letter of Transmittal. None of the Company, the Exchange Agent
or any other person will be under any duty to give notification of any defects
or irregularities in tenders or incur any liability for failure to give any such
notification. The Company's interpretation of the terms and conditions of the
Exchange Offer shall be final and binding.
9
10
IMPORTANT TAX INFORMATION
The Holder is required to give the applicable Exchange Agent the social security
number or employer identification number of the Holder of the Notes. If the
Notes are in more than one name or are not in the name of the actual owner,
consult the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional guidance on which number to report.
TO BE COMPLETED BY ALL TENDERING HOLDERS
- --------------------------------------------------------------------------------------------------------------------
PAYOR'S NAME: FLOWSERVE FINANCE B.V.
- --------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN Social Security Number
FORM W-9 THE BOX AT RIGHT AND CERTIFY BY or
SIGNING AND DATING BELOW Employer Identification Number
--------------------
- --------------------------------------------------------------------------------------------------------------------
PART 2--Check the box if you are NOT
subject to back-up withholding under
the provisions of Section 3406(a)(1)(C)
of the Internal Revenue Code because
DEPARTMENT OF THE TREASURY (1) you have not been notified that you are subject to back-up
INTERNAL REVENUE SERVICE withholding as a result of failure to report all interest or
dividends,
PAYOR'S REQUEST FOR TAXPAYER (2) the Internal Revenue Service has notified you that you are no longer
IDENTIFICATION NUMBER (TIN) subject to back-up withholding or
(3) you are exempt.
CERTIFICATE--UNDER PENALTY OF PERJURY, I CERTIFY THAT THE INFORMATION
PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE
- --------------------------------------------------------------------------------------------------------------------
Sign Here * SIGNATURE: PART 3--
DATE: Check if Awaiting TIN 0
- --------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31 PERCENT OF ANY PAYMENTS MADE TO YOU UNDER THE NOTES.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
IMPORTANT: HOLDERS MUST COMPLY WITH THE STANDARD PROCEDURES
FOR ELECTRONIC TENDERS OF EUROCLEAR OR CLEARSTREAM, LUXEMBOURG, AS THE
CASE MAY BE, ON OR PRIOR TO 5:00 P.M., LONDON TIME ON THE EXPIRATION
DATE IN LIEU OF DELIVERING THIS LETTER OF TRANSMITTAL OR NOTICE OF
GUARANTEED DELIVERY TO THE APPLICABLE EXCHANGE AGENT AS FURTHER
DESCRIBED HEREIN.
(DO NOT WRITE IN SPACE BELOW)
CERTIFICATE SURRENDERED OLD NOTES TENDERED OLD NOTES ACCEPTED
----------------------- ------------------ ------------------
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Delivery Prepared by ___________ Checked by ________________ Date ________________
- --------------------------------------------------------------------------------------------------------------------
10
11
TO: THE BANK OF NEW YORK BANQUE INTERNATIONALE A LUXEMBOURG S.A.
EXCHANGE AGENT LUXEMBOURG PAYING AGENT AND TRANSFER AGENT
The Bank of New York Banque Internationale a Luxembourg S.A.
Lower Ground Floor 69 route d'Esch
30 Cannon Street L-1470 Luxembourg
London, EC4M 6XH Attn: Fiscal and Listing Agencies
Attn: Linda Read or Emma Wilkes By Telephone: 352 4590 4232
By Telephone: 011 44 207 964-7284 By Facsimile: 352 4590 4227
or 011 44 207 964-7235
By Facsimile: 011 44 207 964-6369
or 011 44 207 964-7294
FOR ANY QUESTIONS REGARDING THIS LETTER OF TRANSMITTAL OR FOR
ANY ADDITIONAL INFORMATION, YOU MAY CONTACT THE PRINCIPAL EXCHANGE AGENT BY
TELEPHONE AT 011 44 207 964-7284 OR 011 44 207 964-7235 OR BY FACSIMILE AT 011
44 207 964-6369 OR 011 44 207 964-7294.
ALL OLD NOTES MUST BE TENDERED BY BOOK-ENTRY TRANSFER IN
ACCORDANCE WITH THE STANDARD OPERATING PROCEDURES OF EUROCLEAR OR CLEARSTREAM,
LUXEMBOURG. HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE EXCHANGE NOTES FOR THEIR
OLD NOTES PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW)
THEIR OLD NOTES TO EUROCLEAR OR CLEARSTREAM, LUXEMBOURG, AS THE CASE MAY BE,
PRIOR TO THE EXPIRATION DATE.
11
12
LETTER OF TRANSMITTAL
12 1/4% SENIOR SUBORDINATED NOTES DUE 2010
FLOWSERVE CORPORATION
PURSUANT TO THE EXCHANGE OFFER IN RESPECT OF
ALL OF ITS OUTSTANDING 12 1/4% SENIOR SUBORDINATED NOTES DUE 2010
FOR 12 1/4% SENIOR SUBORDINATED NOTES DUE 2010
THE EXCHANGE OFFER WILL EXPIRE AT 12:00 P.M., NEW YORK CITY TIME (5:00 P.M.,
LONDON TIME), ON NOVEMBER 28, 2000 (THE "EXPIRATION DATE") UNLESS THE EXCHANGE
OFFER IS EXTENDED. TENDERS OF OLD NOTES (THE "OLD NOTES") MAY BE WITHDRAWN AT
ANY TIME PRIOR TO 12:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
By Registered Mail or Overnight Carrier: By Hand Delivery:
The Bank of New York The Bank of New York
Reorganization Section 101 Barclay Street
101 Barclay Street, Floor 7 East Corporate Trust Services Window
New York, New York 10286 Ground level
Attention: Carolle Montreuil New York, New York 10286
Reorganization Section
Attention: Carolle Montreuil
By Telephone: (212) 638-0828
By Facsimile: (212) 638-7375
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION
VIA TELEGRAM, TELEX OR FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE EXCHANGE NOTES FOR THEIR OLD
NOTES PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW)
THEIR OLD NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
All capitalized terms used herein and not defined herein shall have the
meanings ascribed to them in the Prospectus.
13
DESCRIPTION OF OLD NOTES
AGGREGATE PRINCIPAL AMOUNT
NAMES(S) AND ADDRESS(ES) OF HOLDER(S) CERTIFICATE NUMBER(S) TENDERED
(PLEASE FILL IN, IF BLANK) (ATTACH SIGNED LIST IF NECESSARY) (IF LESS THAN ALL)**
- ------------------------------------- --------------------------------- ---------------------------
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
TOTAL PRINCIPAL AMOUNT OF OLD NOTES TENDERED
- ------------------------------------------------------------------------------------------------------------------
* Need not be completed by Holders tendering by book-entry transfer.
** Need not be completed by Holders who wish to tender with respect to all
Old Notes listed. See Instruction 2.
: CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY DTC TO THE
EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:
NAME OF TENDERING INSTITUTION:
--------------------------------------------
DTC BOOK-ENTRY ACCOUNT:
---------------------------------------------------
TRANSACTION CODE NO.:
-----------------------------------------------------
2
14
Holders who wish to tender their Old Notes and (i) whose Old Notes are not
immediately available, or (ii) who cannot deliver their Old Notes, the Letter of
Transmittal or any other required documents to the Exchange Agent prior to the
Expiration Date, or cannot complete the procedure for book-entry transfer on a
timely basis, may effect a tender according to the guaranteed delivery
procedures set forth in the Prospectus under the caption "Exchange
Offer--Guaranteed Delivery Procedures."
: CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
NAME(S) OF HOLDER(S) OF OLD NOTES:
----------------------------------------
WINDOW TICKET NO. (IF ANY):
-----------------------------------------------
DATE OF EXECUTION OF NOTICE OF GUARANTEED DELIVERY:
-----------------------
NAME OF ELIGIBLE INSTITUTION THAT GUARANTEED DELIVERY:
--------------------
IF DELIVERED BY BOOK-ENTRY TRANSFER:
--------------------------------------
NAME OF TENDERING INSTITUTION:
--------------------------------------
DTC BOOK-ENTRY ACCOUNT NO.:
----------------------------------------
TRANSACTION CODE NO.:
-----------------------------------------------
: CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
NAME:
---------------------------------------------------------------
ADDRESS:
------------------------------------------------------------
3
15
LADIES AND GENTLEMEN:
Subject to the terms of the Exchange Offer, the undersigned hereby tenders
to Flowserve Corporation (the "Company") the principal amount of Old Notes
indicated above. Subject to and effective upon the acceptance for exchange of
the principal amount of Old Notes tendered in accordance with this Letter of
Transmittal, the undersigned sells, assigns and transfers to, or upon the order
of, the Company all right, title and interest in and to the Old Notes tendered
hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent its agent and attorney-in-fact (with full knowledge that the Exchange
Agent also acts as the agent of the Company and as Trustee under the Indenture
for the Old Notes and the Exchange Notes) with respect to the tendered Old Notes
with full power of substitution to (i) deliver certificates for such Old Notes
to the Company, or transfer ownership of such Old Notes on the account books
maintained by DTC, with all accompanying evidences of transfer and authenticity
to, or upon the order of, the Company and (ii) present such Old Notes for
transfer on the books of the Company and receive all benefits and otherwise
exercise all rights of beneficial ownership of such Old Notes, all in accordance
with the terms of the Exchange Offer. The power of attorney granted in this
paragraph shall be deemed irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that he or she has full
power and authority to tender, sell, assign and transfer the Old Notes tendered
hereby and that the Company will acquire good and unencumbered title thereto,
free and clear of all liens, restrictions, charges and encumbrances and not
subject to any adverse claim, when the same are acquired by the Company. The
undersigned also acknowledges that this Exchange Offer is being made in reliance
upon an interpretation by the staff of the Securities and Exchange Commission
that the Exchange Notes issued in exchange for the Old Notes pursuant to the
Exchange Offer may be offered for sale, resold and otherwise transferred by
holders thereof (other than any such holder that is an "affiliate" of the
Company within the meaning of Rule 405 under the Securities Act) without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that such Exchange Notes are acquired in the ordinary
course of such holder's business and such holders have no arrangement with any
person to participate in the distribution of such Exchange Notes. If the
undersigned is not a broker-dealer, the undersigned represents that it is not
engaged in, and does not intend to engage in, a distribution of the Exchange
Notes. If the undersigned is a broker-dealer that will receive Exchange Notes
from its own account in exchange for Old Notes, the undersigned represents that
such Old Notes were acquired as a result of market-making activities or other
trading activities and acknowledges that it will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of such
Exchange Notes; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
The undersigned Holder represents that (i) the Exchange Notes acquired
pursuant to the Exchange Offer are being obtained in the ordinary course of
business of the person receiving such Exchange Notes, whether or not such person
is such Holder, (ii) neither the Holder of Old Notes nor any other person has an
arrangement or understanding with any person to participate in the distribution
of such Exchange Notes, (iii) if the Holder is not a broker-dealer, or is a
broker-dealer but will not receive Exchange Notes for its own account in
exchange for Old Notes, neither the Holder nor any such other person is engaged
in or intends to participate in the distribution of such Exchange Notes and (iv)
neither the Holder nor any such other person is an "affiliate" of the Company
within the meaning of Rule 405 of the Securities Act or, if such Holder is an
affiliate, that such Holder will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Company to be necessary or
desirable to complete the assignment and transfer of the Old Notes tendered
hereby.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted validly tendered Old Notes when, as and if the Company has given oral
(promptly confirmed in writing) or written notice thereof to the Exchange Agent
and complied with the applicable provisions of the Exchange and Registration
Rights Agreement. If any tendered Old Notes are not accepted for exchange
pursuant to the Exchange Offer for any reason or if Old Notes are submitted for
a greater principal amount than the holder desires to exchange, such unaccepted
4
16
or non-exchanged Old Notes will be returned (except as noted below with respect
to tenders through DTC) without expense to, to the undersigned at the address
shown below or at such different address as may be indicated under "Special
Issuance Instructions" as promptly as practicable after the expiration or
termination of the Exchange Offer.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned and every obligation under this Letter of Transmittal shall be
binding upon the undersigned's heirs, personal representatives, successors and
assigns.
The undersigned understands that tenders of Old Notes pursuant to the
procedures described under the caption "The Exchange Offer--Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and the Company upon the terms and
subject to the conditions of the Exchange Offer.
Unless otherwise indicated under "Special Issuance Instructions," please
issue the certificates representing the Exchange Notes issued in exchange for
the Old Notes accepted for exchange and return any Old Notes not tendered or not
exchanged, in the name(s) of the undersigned (or in either such event in the
case of Old Notes tendered by DTC, by credit to the account at DTC). Similarly,
unless otherwise indicated under "Special Delivery Instructions," please send
the certificates representing the Exchange Notes issued in exchange for the Old
Notes accepted for exchange and any certificates for Old Notes not tendered or
not exchanged (and accompanying documents, as appropriate) to the undersigned at
the address shown below the undersigned's signatures, unless, in either event,
tender is being made through DTC. In the event that both "Special Issuance
Instructions" and "Special Delivery Instructions" are completed, please issue
the certificates representing the Exchange Notes issued in exchange for the Old
Notes accepted for exchange and return any Old Notes not tendered or not
exchanged in the name(s) of, and send said certificates to, the person(s) so
indicated. The undersigned recognizes that the Company has no obligation
pursuant to the "Special Issuance Instructions" and "Special Delivery
Instructions" to transfer any Old Notes from the name of the registered
holder(s) thereof if the Company does not accept for exchange any of the Old
Notes so tendered.
5
17
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF OLD NOTES REGARDLESS
OF WHETHER OLD NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)
This Letter of Transmittal must be signed by the Holder(s) of Old Notes exactly
as their name(s) appear(s) on certificate(s) for Old Notes or, if tendered by a
participant in DTC, exactly as such participant's name appears on a security
position listing as the owner of Old Notes, or by person(s) authorized to become
registered Holder(s) by endorsements and documents transmitted with this Letter
of Transmittal. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title below
under "Capacity" and submit evidence satisfactory to the Company of such
person's authority to so act. See Instruction 3 herein. If the signature
appearing below is not of the registered Holder(s) of the Old Notes, then the
registered Holder(s) must sign a valid proxy.
x Date:
-------------------------------------- ----------------------------------
x Date:
-------------------------------------- ----------------------------------
Signature(s) of Holder(s) or
Authorized Signatory
Name(s): Address:
------------------------------- -------------------------------
(Please Print) (Including Zip Code)
Capacity(ies): Area Code and Telephone No:
------------------------- ------------
Social Security No(s).:
----------------
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
SIGNATURE GUARANTEE
(SEE INSTRUCTION 3 HEREIN)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
- --------------------------------------------------------------------------------
(Name of Eligible Institution Guaranteeing Signatures)
- --------------------------------------------------------------------------------
(Address (including zip code) and Telephone Number
(including area code) of Firm)
- --------------------------------------------------------------------------------
(Authorized Signature)
- --------------------------------------------------------------------------------
(Printed Name)
- --------------------------------------------------------------------------------
(Title)
Date:
---------------
6
18
- --------------------------------------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTION 4 HEREIN)
To be completed ONLY if certificates for Old Notes in a principal amount
not tendered or not accepted for exchange are to be issued in the name of, or
the Exchange Notes issued pursuant to the Exchange Offer are to be issued to the
order of, someone other than the person or persons whose signature(s) appear(s)
within this Letter of Transmittal or issued to an address different from, that
shown in the box entitled "Description of Old Notes" within this Letter of
Transmittal, or if Exchange Notes tendered by book-entry transfer that are not
accepted for exchange are to be credited to an account maintained at DTC other
than the account at DTC indicated above.
Name:
------------------------------------------------------------------------
(PLEASE PRINT)
Address:
---------------------------------------------------------------------
(PLEASE PRINT)
-----------------------------------------------------------------------------
ZIP CODE
DTC Account:
-----------------------------------------------------------------
TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
(SEE SUBSTITUTE FORM W-9 HEREIN)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 4 HEREIN)
To be completed ONLY if certificates for Old Notes in a principal amount
not tendered or not accepted for exchange or the Exchange Notes issued pursuant
to the Exchange Offer are to be sent to someone other than the person or persons
whose signature(s) appear(s) within this Letter of Transmittal or to an address
different from that shown in the box entitled "Description of Old Notes" within
this Letter of Transmittal or to be credited to an account maintained at DTC
other than the account at DTC indicated above.
Name:
------------------------------------------------------------------------
(PLEASE PRINT)
Address:
---------------------------------------------------------------------
(PLEASE PRINT)
-----------------------------------------------------------------------------
ZIP CODE
DTC Account:
-----------------------------------------------------------------
TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
(SEE SUBSTITUTE FORM W-9 HEREIN)
7
19
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER AND THE SOLICITATION
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES. The certificates for
the tendered Old Notes (or a confirmation of a book-entry into the Exchange
Agent's account at DTC of all Old Notes delivered electronically), as well as a
properly completed and duly executed copy of this Letter of Transmittal or
facsimile hereof, unless an agent's message is transmitted in lieu thereof, and
any other documents required by this Letter of Transmittal must be received by
the Exchange Agent at its address set forth herein prior to 12:00 P.M., New York
City time (5:00 P.M., London time), on the Expiration Date. The method of
delivery of the tendered Old Notes, this Letter of Transmittal and all other
required documents to the Exchange Agent are at the election and risk of the
Holder and, except as otherwise provided below, the delivery will be deemed made
only when actually received by the Exchange Agent. Instead of delivery by mail,
it is recommended that the Holder use an overnight or hand delivery service. In
all cases, sufficient time should be allowed to assure timely delivery. No
Letter of Transmittal or Old Notes should be sent to the Company.
Holders who wish to tender their Old Notes and (i) whose Old Notes are
not immediately available or (ii) who cannot deliver their Old Notes, this
Letter of Transmittal or any other documents required hereby to the Exchange
Agent prior to the Expiration Date, or who cannot complete the procedure for
book-entry transfer on a timely basis must tender their Old Notes and follow the
guaranteed delivery procedures set forth in the Prospectus. Pursuant to such
procedures: (i) such tender must be made by or through an Eligible Institution
(as defined below); (ii) prior to the Expiration Date, the Exchange Agent must
have received from the Eligible Institution a properly completed and duly
executed Notice of Guaranteed Delivery (by facsimile transmission, mail or hand
delivery), unless an agent's message is transmitted in lieu thereof, setting
forth the name and address of the Holder of the Old Notes, the certificate
number or numbers of such Old Notes and the principal amount of Old Notes
tendered, stating that the tender is being made thereby and guaranteeing that
within five Business Days after the Expiration Date, this Letter of Transmittal
(or copy thereof) together with the certificate(s) representing the Old Notes
(or a confirmation of electronic mail delivery of book-entry delivery into the
Exchange Agent's account at DTC) and any of the required documents will be
deposited by the Eligible Institution with the Exchange Agent; and (iii) such
properly completed and executed Letter of Transmittal (or copy thereof), as well
as all other documents required by this Letter of Transmittal and the
certificate(s) representing all tendered Old Notes in proper form for transfer
or a confirmation of electronic mail delivery of book-entry delivery into the
Exchange Agent's account at DTC, must be received by the Exchange Agent within
five Business Days after the Expiration Date, all as provided in the Prospectus
under the caption "Terms of the Exchange Offer--Guaranteed Delivery Procedures."
Any Holder of Old Notes who wishes to tender his Old Notes pursuant to the
guaranteed delivery procedures described above must ensure that the Exchange
Agent receives the Notice of Guaranteed Delivery prior to 12:00 P.M., New York
City time, on the Expiration Date.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Old Notes will be determined by
the Company in its sole discretion, which determination will be final and
binding. The Company reserves the absolute right to reject any and all Old Notes
not properly tendered or any Old Notes the Company's acceptance of which would,
in the opinion of counsel for the Company, be unlawful. The Company also
reserves the absolute right to waive any defects, irregularities or conditions
of tender as to particular Old Notes. The Company's interpretation of the terms
and conditions of the Exchange Offer (including the instructions in this Letter
of Transmittal) will be final and binding on all parties. Unless waived, any
defects or irregularities in connection with tenders of Old Notes must be cured
within such time as the Company shall determine. Although the Company intends to
notify Holders of defects or irregularities with respect to tenders of Old
Notes, neither the Company, the Exchange Agent nor any other person shall be
under any duty to give notification of defects or irregularities with respect to
tenders of Old Notes, nor shall any of them incur any liability for failure to
give such notification. Tenders of Old Notes will not be deemed to have been
made until such defects or irregularities have been cured or waived. Any Old
Notes received by the Exchange Agent that are not properly tendered and as to
which the defects or irregularities have not been cured or waived will be
returned without cost by the Exchange Agent to the tendering Holders of Old
Notes, unless otherwise provided in this Letter of Transmittal, as soon as
practicable following the Expiration Date.
8
20
2. PARTIAL TENDERS. Tenders of Old Notes will be accepted only in
authorized denominations of $1,000. If less than the entire principal amount of
any Old Notes is tendered, the tendering Holder should fill in the principal
amount tendered in the third column of the chart entitled "Description of Old
Notes." The entire principal amount of Old Notes delivered to the Exchange Agent
will be deemed to have been tendered unless otherwise indicated. If the entire
principal amount of all Old Notes is not tendered, Old Notes for the principal
amount of Old Notes delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated. If the entire principal amount of all Old
Notes is not tendered, Old Notes for the principal amount of Old Notes not
tendered in denominations of $1,000 and integral multiples of $1,000 in excess
thereof and a certificate or certificates representing Exchange Notes issued in
exchange of any Old Notes in denominations of $1,000 and integral multiples of
$1,000 in excess thereof accepted will be sent to the Holder at his or her
registered address, unless a different address is provided in the appropriate
box on this Letter of Transmittal or unless tender is made through DTC, promptly
after the Old Notes are accepted for exchange.
3. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES. If this Letter of Transmittal (or copy
hereof) is signed by the registered Holder(s) of the Old Notes tendered hereby,
the signature must correspond with the name(s) as written on the face of the Old
Notes without alteration, enlargement or any change whatsoever.
If this Letter of Transmittal (or copy hereof) is signed by the
registered Holder(s) of Old Notes tendered and the certificate(s) for Exchange
Notes issued in exchange therefor is to be issued (or any untendered principal
amount of Old Notes is to be reissued) to the registered Holder, such Holder
need not and should not endorse any tendered Outstanding Note, nor provide a
separate bond power. In any other case, such holder must either properly endorse
the Old Notes tendered or transmit a properly completed separate bond power with
this Letter of Transmittal, with the signatures on the endorsement or bond power
guaranteed by an Eligible Institution.
If this Letter of Transmittal (or copy hereof) is signed by a person
other than the registered Holder(s) of Old Notes listed therein, such Old Notes
must be endorsed or accompanied by properly completed bond powers which
authorize such person to tender the Old Notes on behalf of the registered
Holder, in either case signed as the name of the registered Holder or Holders
appears on the Old Notes.
If this Letter of Transmittal (or copy hereof) or any Old Notes or bond
powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, or officers of corporations or others acting in a fiduciary
or representative capacity, such persons should so indicate when signing, and
unless waived by the Company, evidence satisfactory to the Company of their
authority to so act must be submitted with this Letter of Transmittal.
Endorsements on Old Notes or signatures on bond powers required by this
Instruction 3 must be guaranteed by an Eligible Institution.
Signatures on this Letter of Transmittal (or copy hereof) or a notice
of withdrawal, as the case may be, must be guaranteed by a member firm of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc., a commercial bank or trust company having an office or
correspondent in the United States or an "eligible guarantor institution" within
the meaning of Rule 17Ad-15 under the Exchange Act (an "Eligible Institution")
unless the Old Notes tendered pursuant thereto are tendered (i) by a registered
Holder (including any participant in DTC whose name appears on a security
position listing as the owner of Old Notes) who has not completed the box set
forth herein entitled "Special Issuance Instructions" or "Special Delivery
Instructions" of this Letter of Transmittal or (ii) for the account of an
Eligible Institution.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering Holders should
indicate, in the applicable spaces, the name and address to which Exchange Notes
or substitute Old Notes for principal amounts not tendered or not accepted for
exchange are to be issued or sent, if different from the name and address of the
person signing this Letter of Transmittal (or in the case of tender of the Old
Notes through DTC, if different from the account maintained at DTC indicated
above). In the case of issuance in a different name, the taxpayer identification
or social security number of the person named must also be indicated.
5. TRANSFER TAXES. The Company will pay all transfer taxes, if any,
applicable to the exchange of Old Notes pursuant to the Exchange Offer. If,
however, certificates representing Exchange Notes or Old Notes for
9
21
principal amounts not tendered or accepted for exchange are to be delivered to,
or are to be registered or issued in the name of, any person other than the
registered Holder of the Old Notes tendered hereby, or if tendered Old Notes are
registered in the name of any person other than the person signing this Letter
of Transmittal, or if a transfer tax is imposed for any reason other than the
exchange of Old Notes pursuant to the Exchange Offer, then the amount of any
such transfer taxes (whether imposed on the registered Holder or any other
person) will be payable by the tendering Holder. If satisfactory evidence of
payment of such taxes or exemption therefrom is not submitted with this Letter
of Transmittal, the amount of such transfer taxes will be billed directly to
such tendering Holder.
Except as provided in this Instruction 5, it will not be necessary for
transfer tax stamps to be affixed to the Old Notes listed in this Letter of
Transmittal.
6. WAIVER OF CONDITIONS. The Company reserves the absolute right to
amend, waive or modify specified conditions in the Exchange Offer in the case of
any Old Notes tendered.
7. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES. Any tendering Holder
whose Old Notes have been mutilated, lost, stolen or destroyed should contact
the Exchange Agent at the address indicated herein for further instruction.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance and requests for additional copies of the Prospectus or this
Letter of Transmittal may be directed to the Exchange Agent at the address
specified in the Prospectus. Holders may also contact their broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the
Exchange Offer.
9. IRREGULARITIES. All questions as to the validity, form, eligibility
(including time of receipt), and acceptance of Letters of Transmittal or Old
Notes will be resolved by the Company, whose determination will be final and
binding. The Company reserves the absolute right to reject any or all Letters of
Transmittal or tenders that are not in proper form or the acceptance of which
would, in the opinion of the Company's counsel, be unlawful. The Company also
reserves the absolute right to waive any irregularities or conditions of tender
as to the particular Old Notes covered by any Letter of Transmittal or tendered
pursuant to such Letter of Transmittal. None of the Company, the Exchange Agent
or any other person will be under any duty to give notification of any defects
or irregularities in tenders or incur any liability for failure to give any such
notification. The Company's interpretation of the terms and conditions of the
Exchange Offer shall be final and binding.
10
22
IMPORTANT TAX INFORMATION
The Holder is required to give the Exchange Agent the social security number or
employer identification number of the Holder of the Old Notes. If the Old Notes
are in more than one name or are not in the name of the actual owner, consult
the enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional guidance on which number to report.
TO BE COMPLETED BY ALL TENDERING HOLDERS
- --------------------------------------------------------------------------------------------------------------------
PAYOR'S NAME: FLOWSERVE FINANCE B.V.
- --------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN Social Security Number
FORM W-9 THE BOX AT RIGHT AND CERTIFY BY or
SIGNING AND DATING BELOW Employer Identification Number
--------------------
- --------------------------------------------------------------------------------------------------------------------
PART 2--Check the box if you are NOT
subject to back-up withholding under
the provisions of Section 3406(a)(1)(C)
of the Internal Revenue Code because
DEPARTMENT OF THE TREASURY (1) you have not been notified that you are subject to back-up
INTERNAL REVENUE SERVICE withholding as a result of failure to report all interest or
dividends,
PAYOR'S REQUEST FOR TAXPAYER (2) the Internal Revenue Service has notified you that you are no longer
IDENTIFICATION NUMBER (TIN) subject to back-up withholding or
(3) you are exempt.
CERTIFICATE--UNDER PENALTY OF PERJURY, I CERTIFY THAT THE INFORMATION
PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE
- --------------------------------------------------------------------------------------------------------------------
Sign Here * SIGNATURE: PART 3--
DATE: Check if Awaiting TIN 0
- --------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31 PERCENT OF ANY PAYMENTS MADE TO YOU UNDER THE NOTES.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
IMPORTANT: HOLDERS MUST COMPLY WITH THE STANDARD PROCEDURES
FOR ELECTRONIC TENDERS OF EUROCLEAR OR CLEARSTREAM, LUXEMBOURG, AS THE
CASE MAY BE, ON OR PRIOR TO 5:00 P.M., LONDON TIME ON THE EXPIRATION
DATE IN LIEU OF DELIVERING THIS LETTER OF TRANSMITTAL OR NOTICE OF
GUARANTEED DELIVERY TO THE APPLICABLE EXCHANGE AGENT AS FURTHER
DESCRIBED HEREIN.
(DO NOT WRITE IN SPACE BELOW)
CERTIFICATE SURRENDERED OLD NOTES TENDERED OLD NOTES ACCEPTED
----------------------- ------------------ ------------------
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Delivery Prepared by ___________ Checked by ________________ Date ________________
- --------------------------------------------------------------------------------------------------------------------
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
The Bank of New York
Exchange Agent
101 Barclay Street
New York, NY 10286
Telephone: 212-815-6331
Facsimile: 212-815-6339
Attention: Carolle Montreuil
FOR ANY QUESTIONS REGARDING THIS LETTER OF TRANSMITTAL OR FOR ANY ADDITIONAL
INFORMATION, YOU MAY CONTACT THE EXCHANGE AGENT BY TELEPHONE 212-638-0828, OR BY
FACSIMILE AT 212-638-7375.
11