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EXHIBIT 99.4
NOTICE OF GUARANTEED DELIVERY
FOR
12 1/4% SENIOR SUBORDINATED NOTES DUE 2010,
OF
FLOWSERVE CORPORATION
As set forth in the Prospectus dated October 30, 2000 (the "Prospectus") of
Flowserve Corporation (the "Company") and Flowserve Finance B.V., in the
accompanying Letter of Transmittal and instructions thereto (the "Letter of
Transmittal"), this form or one substantially equivalent hereto must be used to
accept the Company's exchange offer (the "Exchange Offer") to exchange all of
its outstanding 12 1/4% Senior Subordinated Notes due 2010 (the "Old Notes") if
(i) certificates representing the Old Notes to be tendered for exchange are not
lost but are not immediately available, (ii) time will not permit the Letter of
Transmittal, certificates representing such Old Notes or other required
documents to reach the Exchange Agent prior to the Expiration Date or (iii) the
procedures for book-entry transfer cannot be completed prior to the Expiration
Date. This form may be delivered by an Eligible Institution (as defined in the
Letter of Transmittal) by mail or hand delivery or transmitted, via telegram,
telex or facsimile, to the Exchange Agent as set forth below. All capitalized
terms used herein but not defined herein shall have the meanings ascribed to
them in the Prospectus.
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THE EXCHANGE OFFER WILL EXPIRE AT 12:00 P.M., NEW YORK CITY TIME (5:00 P.M.,
LONDON TIME), ON NOVEMBER 28, 2000 UNLESS THE OFFER IS EXTENDED BY THE COMPANY
(THE "EXPIRATION DATE"). TENDERS OF OLD NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR
TO 12:00 P.M,. NEW YORK CITY TIME (5:00 P.M., LONDON TIME), ON THE EXPIRATION
DATE.
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TO: THE BANK OF NEW YORK, EXCHANGE AGENT
By Registered Mail or Overnight Courier: By Hand Delivery:
The Bank of New York The Bank of New York
Reorganization Section 101 Barclay Street
101 Barclay Street, Floor 7 East Corporate Trust Services Window
New York, New York 10286 Ground level
Attention: Carolle Montreuil New York, New York 10286
Attention: Carolle Montreuil
Reorganization Section
By Facsimile Transmission:
(212) 815-6339
Confirm By Telephone:
(212) 815-6331
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE WITH
CONFIRMATION, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY.
This form is not to be used to guarantee signatures. If a signature on the
Letter of Transmittal is required to be guaranteed by an "Eligible Institution"
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
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LADIES AND GENTLEMEN:
The undersigned hereby tender(s) to the Company, upon the terms and subject
to the conditions set forth in the Exchange Offer and the Letter of Transmittal,
receipt of which is hereby acknowledged, the aggregate principal amounts of Old
Notes set forth below pursuant to the guaranteed delivery procedures set forth
in the Prospectus.
The undersigned understands that tenders of Old Notes will be accepted only
in authorized denominations. The undersigned understands that tenders of Old
Notes pursuant to the Exchange Offer may not be withdrawn after 12:00 p.m., New
York time on the Expiration Date. Tenders of Old Notes may be withdrawn if the
Exchange Offer is terminated or as otherwise provided in the Prospectus.
All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death or incapacity of the undersigned and
every obligation of the undersigned under this Notice of Guaranteed Delivery
shall be binding upon the heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives of the undersigned.
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PLEASE SIGN AND COMPLETE
<TABLE>
<S> <C>
Signature(s) of Registered Owner(s) or
Authorized Signatory: Name(s) of Registered Holder(s):
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Address:
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Principal Amount of Old Notes Tendered:
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Area Code and Telephone No.:
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If Old Notes will be delivered by book-entry transfer
Certificate No(s). of Old Notes (if available): at The Depository Trust Company, insert Depository
Account No.:
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Date:
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</TABLE>
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This Notice of Guaranteed Delivery must be signed by the registered Holder(s) of
Old Notes exactly as its (their) name(s) appear on Certificates for Old Notes or
on a security position listing as the owner of Old Notes, or by person(s)
authorized to become registered Holder(s) by endorsements and documents
transmitted with this Notice of Guaranteed Delivery. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must
provide the following information.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name:
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Capacity:
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Address(es):
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DO NOT SEND OLD NOTES WITH THIS FORM. OLD NOTES SHOULD BE SENT TO THE EXCHANGE
AGENT, TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL.
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<PAGE> 4
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc. or a commercial bank
or trust company having an office or a correspondent in the United States or an
"eligible guarantor institution" as defined by Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), hereby (a) represents
that each Holder of Old Notes on whose behalf this tender is being made "own(s)"
the Old Notes covered hereby within the meaning of Rule 14e-4 under the Exchange
Act, (b) represents that such tender of Old Notes complies with such Rule 14e-4,
and (c) guarantees that, within five business days from the date of this Notice
of Guaranteed Delivery, a properly completed and duly executed Letter of
Transmittal (or a facsimile thereof), together with certificates representing
the Old Notes covered hereby in proper form for transfer (or confirmation of the
book-entry transfer of such Old Notes into the Exchange Agent's account at The
Depository Trust Company, pursuant to the procedure for book-entry transfer set
forth in the Prospectus) and required documents will be deposited by the
undersigned with the Exchange Agent.
THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF TRANSMITTAL
AND OLD NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE TIME PERIOD SET
FORTH AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO THE
UNDERSIGNED.
Name of Firm: Authorized Signature:
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Address: Name:
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Title:
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Area Code and Telephone No:
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