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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(AMENDMENT NO. 4)
and
STATEMENT ON
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 4)
INNOVATIVE VALVE TECHNOLOGIES, INC.
(Name of Subject Company)
FORREST ACQUISITION SUB, INC.
FLOWSERVE CORPORATION
(Bidders)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
45767J106
(CUSIP Number of Class of Securities)
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COPY TO:
Ronald F. Shuff Ford Lacy, P.C.
Flowserve Corporation Akin, Gump, Strauss, Hauer & Feld, L.L.P.
222 W. Las Colinas Blvd., Suite 1500 1700 Pacific Avenue, Suite 4100
Irving, Texas 75039 Dallas, Texas 75201
(972) 443-6543 (214) 969-2800
(Name, Address and Telephone Number
of Persons Authorized to Receive
Notices and Communications on Behalf
of Bidders)
JANUARY 6, 2000
(Date of Event Which Requires Filing Amendment to Statement on Schedule 13D)
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INTRODUCTION
This Amendment No. 4 to Schedule 14D-1 and Amendment No. 4 to Statement on
Schedule 13D amends and supplements the Tender Offer Statement on Schedule 14D-1
and Statement on Schedule 13D filed with the Securities and Exchange Commission
on November 22, 1999 (as amended from time to time, the "Schedule 14D-1"), which
relates to the tender offer by Forrest Acquisition Sub, Inc., a Delaware
corporation ("Purchaser"), to purchase any and all outstanding shares of common
stock, par value $.001 per share, including the associated rights to purchase
Series A Junior Participating Preferred Stock (the "Rights," and together with
the Common Stock, the "Shares"), of Innovative Valve Technologies, Inc., a
Delaware corporation, at a price of $1.62 per Share net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated November 22, 1999 (the "Offer to Purchase") and in the related Letter of
Transmittal. Purchaser is a wholly-owned subsidiary of Flowserve Corporation, a
New York corporation ("Parent").
ITEM 10. ADDITIONAL INFORMATION.
On January 6, 2000, Parent issued the press release attached to this
Schedule 14D-1 as Exhibit 99(a)(11), which is incorporated by reference,
relating to the expiration of, and its acceptance of Shares pursuant to, the
Offer to Purchase.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is amended to add the following:
99(a)(11) Text of Press Release dated January 6, 2000.
2
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
DATED: January 6, 2000
FLOWSERVE CORPORATION
By: /s/ RONALD F. SHUFF
-----------------------------------
Name: Ronald F. Shuff
Title: Vice President, Secretary and
General Counsel
FORREST ACQUISITION SUB, INC.
By: /s/ RONALD F. SHUFF
-----------------------------------
Name: Ronald F. Shuff
Title: Secretary and Treasurer
3
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
99(a)(11) Text of Press Release dated January 6, 2000.
</TABLE>
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JANUARY 6, 2000
NEWS FROM: FLOWSERVE CORPORATION
SUBJECT: FLOWSERVE COMPLETES OFFER FOR INNOVATIVE VALVE
TECHNOLOGIES, INC.
FOR INFORMATION: Crystal C. Bell (972) 443-6557
DALLAS, TEXAS - Flowserve Corporation announced today the successful
completion of its tender offer to acquire Innovative Valve Technologies, Inc.
(Invatec) (OTC Bulletin Board: IVTC.OB).
Flowserve stated that its offer to purchase all outstanding shares of
common stock, par value $.001 per share, including the associated rights to
purchase Series A Junior Participating Preferred Stock, of Invatec for $1.62 per
share, net to the seller in cash, expired at 9:00 a.m., New York City time on
January 6, 2000.
Flowserve accepted for payment all 9,430,301 shares, including shares
subject to guaranteed delivery, which represent approximately 92.3% of the total
outstanding shares of Invatec common stock, which were tendered as of the
offer's expiration. Flowserve will begin making payments to Invatec stockholders
effective today, with checks to be mailed to tendering stockholders by
Flowserve's depositary, Equiserve.
Flowserve also stated that the Company will shortly implement a statutory
merger of Invatec with its acquisition subsidiary and will thereby acquire all
remaining outstanding shares of Invatec.
Flowserve Corporation (NYSE: FLS) is one of the world's leading providers
of industrial flow management services. Operating in 29 countries, with 1998
sales of $1.1 billion and about 7,000 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 Corporation can be obtained by visiting
the Company's web site at www.flowserve.com.
# # #
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 Invatec into its management and
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; the impact of the "Year
2000" computer issue; 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.
