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):
August 8, 2000
Flowserve Corporation
(Exact name of Registrant as specified in its charter)
New York 1-13179 31-0267900
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
222 W. Las Colinas Blvd., Suite 1500
Irving, Texas 75039
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 443-6500
2
Item 5. Other Events.
We are filing this Current Report on Form 8-K to make generally
available certain information regarding the Registrant.
On August 8, 2000, the Registrant announced the consummation of
the transactions contemplated by the Purchase Agreement, dated as of February 9,
2000, as amended by Amendment No. 1 thereto, dated as of July 14, 2000 (the
"Purchase Agreement"), by and among the Registrant, Flowserve RED Corporation, a
Delaware corporation and wholly owned subsidiary of the Registrant,
Ingersoll-Rand Company, a New Jersey corporation, and IDP Acquisition, LLC, a
Delaware limited liability company.
A copy of the press release dated August 8, 2000 issued by the
Registrant relating to the consummation of the transactions contemplated by the
Purchase Agreement is set forth in Exhibit 99.1 to this Current Report on Form
8-K and is hereby incorporated by reference herein.
Item 7. Financial Statements and Exhibits
(c) Press Release, dated August 8, 2000, by the Registrant.
EXHIBIT INDEX
Exhibit
No. Description
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99.1 Press Release, dated August 8, 2000, by the Registrant.
SIGNATURES
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.
FLOWSERVE CORPORATION
Date: August 8, 2000 /s/ John Nanos
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Name: John Nanos
Title: Assistant Secretary
EXHIBIT 99.1
[LOGO]
News Release
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August 8, 2000
NEWS FROM: FLOWSERVE CORPORATION
SUBJECT: Flowserve Completes Acquisition of IDP
FOR INFORMATION: Investor Contact: Michael E. Conley 972/443-6557
Media Contact: Sean S. Clancy 972/443-6546
DALLAS--Flowserve Corp. (NYSE: FLS) today announced the completion of
its acquisition of Ingersoll-Dresser Pump Co. from Ingersoll-Rand.
The $775 million acquisition creates the world's largest pump company
serving the petroleum, chemical and power industries and the second largest pump
company overall.
"The integration of IDP into Flowserve will begin immediately," said
Flowserve Chairman, President and Chief Executive Officer, C. Scott Greer. "We
have already identified significant synergies and cost savings that will quickly
start making positive impacts on the combined businesses. We expect increasing
benefits in future periods.
"We couldn't be more enthusiastic about our acquisition of IDP. This is
truly a transforming acquisition catapulting Flowserve to the market leader in
our key markets. It bolsters Flowserve's product offerings in the petroleum,
chemical and
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Flowserve Corporation 222 West Las Colinas Boulevard Phone 972-443-6500
Headquarters Suite 1500 Facsimile 972-443-6800
Irving, Texas 75039 USA www.flowserve.com
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Page 2 of 2 - Flowserve Completes Acquisition of IDP
power industries and broadens our activities in the areas of water and general
industry," Greer said. "In addition, it enhances our global presence,
particularly in Europe, Asia and Latin America."
Flowserve Corp. is one of the world's leading providers of industrial
flow management services. Operating in 30 countries, with pro forma (including
IDP and Invatec) 1999 sales of $2.1 billion and more than 10,000 employees, the
Company produces engineered pumps for the process industries, precision
mechanical seals, automated and manual quarter-turn valves, control valves and
valve actuators, and provides a range of related flow management services.
More information about Flowserve Corp. can be obtained by visiting the
Company's web site at www.flowserve.com.
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SAFE HARBOR STATEMENT: This news release contains various forward-looking
statements and includes assumptions about Flowserve's future market conditions,
operations and results. These statements are based on current expectations and
are subject to significant risks and uncertainties. They are made pursuant to
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Among the many factors that could cause actual results to differ materially from
the forward-looking statements are: further changes in the already competitive
environment for the Company's products or competitors' responses to Flowserve's
strategies; the Company's ability to integrate IDP and Invatec into its
management operations; political risks or trade embargoes affecting important
country markets; the health of the petroleum, chemical and power industries;
economic turmoil in areas outside the United States; continued economic growth
within the United States; unanticipated difficulties or costs or reduction in
benefits associated with the implementation of the Company's "Flowserver"
business process improvement initiative, including software; and the recognition
of significant expenses associated with adjustments to realign the combined
Company's facilities and other capabilities with its strategies and business
conditions, including, without limitation, expenses incurred in restructuring
the Company's operations to incorporate IDP facilities, and the cost of
financing to be assumed by acquiring IDP.