UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
April 3, 2002
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FLOWSERVE CORPORATION
(Exact name of registrant as specified in the charter)
New York 001-13179 31-0267900
(State of other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
222 W. Las Colinas Blvd., Suite 1500, 75039
Irving, Texas (Zip Code)
(Address of principal executive offices)
(972) 443-6500
Registrant's telephone number, including area code
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Item 5. Other Events
On April 3, 2002, Flowserve Corporation (the "Company") issued a press
release announcing that it had commenced a public offering of common stock. The
Company plans to issue 8,000,000 shares of common stock, or 9.2 million shares
if the underwriters fully exercise the over-allotment option granted to them by
the Company. The Company plans to use the net proceeds of the offering to fund a
portion of the purchase price associated with the Company's pending acquisition
of Invensys plc's flow control division ("IFC"), which was announced on March
22, 2002. In the event the Company does not consummate the pending acquisition
under the definitive purchase agreement, the net proceeds of the offering will
be used to repay outstanding indebtedness under the Company's exiting senior
credit facilities. Attached as Exhibit 99.1 hereto, and incorporated by
reference herein, is a copy of the press release of the Company dated April 3,
2002.
Attached as Exhibit 99.2 hereto, and incorporated by reference herein,
are the unaudited condensed combined financial statements of IFC as of December
29, 2001 and for each of the nine month periods ended December 29, 2001 and
December 30, 2000, and the audited combined financial statements of IFC as of
March 31, 2001 and 2000 and for each of the two fiscal years in the period ended
March 31, 2001. Attached as Exhibit 99.3 hereto, and incorporated by reference
herein, is the consent of Ernst & Young LLP with respect to the matters set
forth in such consent.
Item 7. Financial Statements and Exhibits
(a) Financial Statements.
None.
(b) Pro Form Financial Information.
None.
(c) Exhibits.
See the Exhibit Index contained herein for a list of the exhibits to
this current report.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Flowserve Corporation
Dated: April 3, 2002
By: /s/ RONALD F. SHUFF
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Name: Ronald F. Shuff
Title: Vice President, Secretary and
General Counsel
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INDEX TO EXHIBITS
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
99.1 Press release of the Company dated April 3, 2002.
99.2 Unaudited condensed combined financial statements of
IFC as of December 29, 2001 and for each of the nine
month periods ended December 29, 2001 and December 30,
2000, and the audited combined financial statements of
IFC as of March 31, 2001 and 2000 and for each of the
two fiscal years in the period ended March 21, 2001.
99.3 Consent of Ernst & Young LLP.
</Table>