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):
March 21, 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
Item 5. Other Events
The press release issued by Flowserve Corporation dated March 21, 2002, is
attached hereto as Exhibit 99.1 and is incorporated hereto by this reference.
Item 7. Financial Statements and Exhibits
(a) Financial Statements.
None.
(b) Pro Form Financial Information.
None.
(c) Exhibits.
99.1 Press release issued by Flowserve Corporation dated March 21, 2002.
2
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: March 22, 2002
By: /s/ Ronald F. Shuff
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Name: Ronald F. Shuff
Title: Vice President, Secretary
and General Counsel
Investor Contact: Michael E. Conley
(972) 443-6557
Media Contact: Sean S. Clancy
(972) 443-6546
FOR IMMEDIATE RELEASE
Flowserve to Acquire Invensys' Flow Control Division for $535 Million
DALLAS - March 21, 2002 - Flowserve Corp. (NYSE: FLS) today announced it has
reached a definitive agreement to acquire the Flow Control Division (IFC) of
Invensys plc for $535 million, under specified contractual terms.
Closing of the transaction is expected within 60 days, assuming regulatory
approvals, lender consent, completion of transaction financing and
satisfaction of customary contractual closing conditions.
IFC is one of the world's foremost manufacturers of valves, actuators and
associated flow control products. For the twelve months ending March 31, 2002,
IFC expects to generate revenues of approximately $520 million and earnings
before interest, taxes, depreciation and amortization (EBITDA), before
restructuring expenses, of approximately $87 million.
"Integrating IFC into Flowserve's Flow Control Division should yield
meaningful hard synergies, particularly in manufacturing operations,
potentially generating annual cost savings in the area of $10-15 million,"
said Flowserve Chairman,
President and Chief Executive Officer C. Scott Greer. "Due to timing, these
projected synergies will not have a significant impact on 2002 results. The
consolidation necessary to yield these projected savings, at an expected cost
of three-times projected synergies, should be complete within about a year of
closing."
The transaction is expected to be financed through a combination of debt and
equity, following the company's objective of having no higher overall leverage
after closing than the current level, as measured by the ratio of total debt
to EBITDA.
"Based on our current financing plan and IFC's performance outlook, the
acquisition of IFC should be neutral to slightly accretive to Flowserve's 2002
earnings, absent one-time charges, even without these potential synergies. In
addition, this transaction should not have a significant impact on our
leverage ratio under these parameters," Greer said.
"The addition of IFC will bolster our position among the world's elite valve
manufacturers and will propel us into the position of second largest valve
producer in the world. IFC brings a dozen well-recognized brands that will
broaden Flowserve's offering of high quality valve products and related
services. These brands significantly deepen our offerings and applications to
a diverse end-user marketplace. Now that we have completed the integration of
IDP, the
acquisition of IFC is the next step in our strategy to be a leading
consolidator in the flow control industry," Greer said.
Flowserve will hold a conference call at 10:00 a.m. Central (11:00 a.m.
Eastern) on March 22, 2002 to discuss this announcement. You may listen to
this call, and obtain more information about Flowserve, by visiting the
company's website at www.flowserve.com.
Flowserve Corp. is one of the world's leading providers of industrial flow
management services. Operating in 30 countries, 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.
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: material adverse
events in the national financial markets; changes in the already competitive
environment for the company's products or competitors' responses to
Flowserve's strategies; the company's ability to integrate past and future
acquisitions into its management operations; political risks, military actions
or trade embargoes affecting important country markets; the health of the
company's various customer industries, including the petroleum, chemical,
power and water industries; economic turmoil in areas outside the United
States; global economic growth; unanticipated difficulties or costs associated
with new systems, including software; and the recognition of significant
expenses associated with adjustments to realign the company's facilities and
other capabilities with its strategies and business conditions, including,
without limitation, expenses incurred in restructuring the company's
operations and the cost of financing, including increases in interest costs.
(Table Follows)
INVENSYS FLOW CONTROL
SUMMARY HISTORICAL FINANCIAL INFORMATION
(in millions of U.S. dollars, U.S. GAAP basis)
Year Ended March 31,
2000 2001
Sales $ 555.5 $ 500.4
Operating income, before restructuring expense 59.0 46.6
Restructuring expense 21.2 27.3
Net earnings 7.2 4.5
EBITDA, before restructuring expense 95.4 84.6
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