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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): July 22, 1997
FLOWSERVE CORPORATION
(Exact name of registrant (formerly Durco International, Inc.)
as specified in its charter)
NEW YORK 0-325 31-0267900
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
3100 Research Boulevard
Dayton, OH
(address of principal executive offices)
Registrant's telephone number, including area code: (513) 476-6100
N/A
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On July 22, 1997, Flowserve issued a press release relating
to the completion of the merger with BW/IP, Inc. A copy of this press
release is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired:
Not applicable.
(b) Pro forma financial information:
Not applicable.
(c) Exhibits:
EXHIBIT
NO. DESCRIPTION
------- -----------
99.1 Press Release issued by Flowserve on July 22, 1997.
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 hereunto duly authorized.
Date: July 24, 1997 FLOWSERVE CORPORATION
By: /s/Ronald F. Shuff
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Vice President, Secretary
and General Counsel
EXHIBIT INDEX
The following exhibits are filed herewith:
EXHIBIT
NO. DESCRIPTION
------- -----------
99.1 Press Release issued by Flowserve on July 22, 1997.
DURCO INTERNATIONAL SHAREHOLDERS APPROVE MERGER
WITH BW/IP, INC., CREATING FLOWSERVE CORPORATION
DAYTON, OHIO - July 22, 1997 - Durco International Inc.
(NASDAQ: DURI) today announced that its shareholders have approved the
merger of Durco International Inc. and BW/IP, Inc.
The transaction was structured as a merger of equals which
will be completed through a stock-for-stock exchange.
Under the terms of the transaction, which is expected close
immediately, Durco shareholders retained their shares and BW/IP
shareholders received 0.6968 shares of Durco common stock for each
previously owned share of BW/IP. Simultaneously shareholders approved
changing the name of the company to Flowserve Corporation.
Flowserve Corporation begins trading on the New York Stock
Exchange on Wednesday, July 23, 1997, under the symbol "FLS".
The company also announced the corporate officers and
business units structure of the new Flowserve Corporation.
Bernard G. Rethore, Chairman, President and Chief Executive
Officer of BW/IP, Inc. will become Chairman and Chief Executive
Officer of Flowserve.
William M. Jordan, Chairman, President and Chief Executive
Officer of Durco International, will become President and Chief
Operating Officer of Flowserve, reporting to Rethore.
The company announced a corporate structure that will
include five business units. Each of the heads of the five business
units will be a corporate vice president as well as president of his
unit, reporting to Jordan.
Thomas E. Haan has been named President of the Fluid
Sealing Division.
George A. Shedlarski has been named President of the
Service Repair Division.
Mark E. Vernon has been named President of the
Industrial Products Division.
Reid B. Wayman has been named President of the Flow
Control Division.
Howard D. Wynn has been named President of the Rotating
Equipment Division.
In addition, four corporate vice presidents will assume
corporate staff responsibilities, reporting to Rethore.
Bruce E. Hines has been named Vice President and Chief
Financial Officer.
Renee J. Hornbaker has been named Vice President and
Chief Information and Development Officer.
Cheryl D. McNeal has been named Vice President, Human
Resources.
Ronald F. Shuff has been named Vice President,
Secretary and General Counsel.
Rethore said that Dallas, Texas has been chosen as the site
of the corporate headquarters for Flowserve Corporation. "When we
looked at the locations of all the facilities of the combined
companies and our major customers, Dallas made the most sense from the
standpoint of efficient communications and travel," said Rethore. "We
are in the process of obtaining office space and expect to begin
relocating in December."
Durco International Inc. is engaged in the design,
manufacture and marketing of fluid handling equipment, primarily
pumps, valves, control valves and mechanical seals, for the global
process industry.
BW/IP International, Inc. is a worldwide supplier of
advanced-technology fluid transfer and control equipment, systems and
services. Operating in 20 countries, the company produces highly
engineered pumps and pumping equipment, precision mechanical seals,
seal systems and accessories, and specialty valves and valve
actuators.