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 2. Acquisition or Disposition of Assets
On August 8, 2000, the Registrant acquired Ingersoll-Dresser Pump
Company, a Delaware general partnership ("IDP"), from the Ingersoll-Rand
Company, a New Jersey corporation ("IR"), for $775 million in cash pursuant to a
Purchase Agreement, dated as of February 9, 2000, as amended by Amendment No. 1
thereto, dated as of July 14, 2000, by and among the Registrant, Flowserve RED
Corporation, a Delaware corporation and wholly owned subsidiary of the
Registrant, IR, and IDP Acquisition, LLC, a Delaware limited liability company.
The transaction, which was accounted for as a purchase, was
financed with a combination of bank financing and senior subordinated notes.
Upon closing of the transaction, the existing debt of the Registrant was repaid.
The Registrant has received $1,425 million of financing to pay for the
acquisition and pay off existing debt as well as provide for a $300 million
revolving credit facility in connection with the acquisition. The financing
consists of approximately $375 million of 12.25% Senior Subordinated Notes
priced to yield 12.5% (consisting of approximately (i) $290 million of 12.25%
Senior Subordinated Notes and (ii) Euro 100 million of 12.25% Senior
Subordinated Notes) and $1.05 billion of senior credit facilities. The credit
facilities consist of a $275 million term loan with a final maturity of six
years and an initial interest rate of LIBOR plus 2.75%, a $475 million term loan
with a final maturity of eight years and an initial interest rate of LIBOR plus
3.50%, and a $300 million revolving credit facility with a term of six years and
an initial interest rate of LIBOR plus 2.75%.
The purchase price was arrived at through arm's length
negotiations between IR and the Registrant, and was determined after
consideration of IDP's financial statements and a review of IDP's assets and
business performance.
No prior material relationships existed between IR and its
respective affiliates, directors or officers, on the one hand, and the
Registrant and their respective affiliates, directors or officers, on the other
hand.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of business acquired.
The required financial statements of IDP will be filed by the
Registrant by amendment within the prescribed time period.
(b) Pro forma financial information.
The required pro forma financial information will be filed by the
Registrant by amendment within the prescribed time period.
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 23, 2000 /s/ John M. Nanos
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Name: John M. Nanos
Title: Assistant Secretary