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SCHEDULE 14D-9
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant
to Section 14(d)(4) of the Securities
Exchange Act of 1934
Innovative Valve Technologies, Inc.
(Name of Subject Company)
Robert Alpert
(Name of Person(s) Filing Statement)
Common Stock, par value $.001 per share
(Title of Class of Securities)
45767J106
(CUSIP Number of Class of Securities)
Eddy J. Rogers, Jr.
Mayor, Day, Caldwell & Keeton, L.L.P.
700 Louisiana, Suite 1900
Houston, Texas 77002
(713) 225-7730
(Name, address and telephone number of person authorized to receive notice and
communications on behalf of the person(s) filing statement)
Item 1. Security and Subject Company
This statement relates to the Common Stock, par value $.001 per
share ("Common Stock"), of Innovative Valve Technologies, Inc., a Delaware
corporation ("Invatec").
Invatec's principal executive offices are located at 2 Northpoint
Drive, Suite 300, Houston, Texas 77060.
Item 2. Tender Offer of the Bidder
This statement relates to the tender offer for the Common Stock to
be commenced by Flowserve Corporation ("Flowserve"), as announced in Invatec's
press release dated November 18, 1999. Flowserve's principal executive offices
are located at 3100 Research Blvd., Dayton, Ohio 45420.
Item 3. Identity and Background
(a) Robert Alpert
The Alpert Companies
333 Clay Avenue, Suite 4150
Houston, Texas 77002
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(b) Attached as Exhibit (c) is a copy of Mr. Alpert's November 20,
1999 letter to Invatec's Board of Directors summarizing certain discussions
between Mr. Alpert and the Board.
Item 4. The Solicitation or Recommendation
Mr. Alpert is recommending that shareholders refrain from tendering
their shares in response to Flowserve's tender offer, as and for the reasons
more fully set forth in the press release attached as Exhibit (a).
Item 5. Persons Retained, Employed or to Be Compensated
None.
Item 6. Recent Transactions and Intent with Respect to Securities
(a) None.
(b) As more fully set forth in the press release
attached as Exhibit (a), Mr. Alpert will
refrain from tendering his shares until further
information is released by Invatec.
Item 7. Certain Negotiations and Transactions by the Subject Company
Not applicable.
Item 8. Additional Information to Be Furnished
None.
Item 9. Material to Be Filed as Exhibits
(a) Press Release of Robert Alpert dated November 20, 1999.
(b) Not applicable
(c) November 20, 1999 letter of Robert Alpert to Invatec
Board of Directors.
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/s/ ROBERT ALPERT
- ----------------------------- -----------------------------
(Date) (Signature)
Robert Alpert
-----------------------------
(Name and Title)
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LARGEST INDIVIDUAL SHAREHOLDER OF
INNOVATIVE VALVE TECHNOLOGIES
CALLS FOR SHAREHOLDERS TO REFRAIN
FROM TENDERING SHARES UNDER FLOWSERVE'S TENDER OFFER
CONTACT: - ROBERT ALPERT - (713) 336-4745
PRESS RELEASE
HOUSTON, TEXAS---November 20, 1999. Robert Alpert, the largest individual
shareholder of Innovative Valve Technologies, Inc. ("Invatec") (NASDAQ:
IVTC.OB), announced today that he intends to refrain from tendering his shares
in response to Flowserve Corporation's ("Flowserve") (NYSE: FLS) recently
announced tender offer to purchase Invatec until more adequate information is
available to assess the fairness of the tender. Mr. Alpert owns or controls
1,269,000, or approximately 13%, of Invatec's outstanding shares.
Mr. Alpert stated that he met with the Board of Invatec on November 18 and
requested access to the same due diligence materials previously furnished to
Flowserve in order to consider a proposal to acquire the Company. The Board
initially responded that it would "consider" Alpert's request, but has since
refused to provide any additional materials or any assurance that he would
receive them. Alpert also asked the Board not to approve any agreements that
contained a "break-up" fee or similar arrangement for a period of ten business
days in order that the Board could consider a competing offer without paying a
penalty, a request that has apparently also been denied. Alpert stated that all
he wanted was the "opportunity to compete on a level playing field."
Following Alpert's meeting with the Board, Invatec announced an agreement for
the acquisition of Invatec by Flowserve through a tender offer at a price of
$1.62 per share. Given the lack of information available to assess the offer,
Alpert will refrain from tendering his shares until more adequate information
is released.
Alpert stated "The Flowserve offer is an insignificant premium over Invatec's
current price in a thinly-traded market; thus, the $1.62 price offered by
Flowserve is appears quite inadequate. I encourage the Board of Invatec to
respond to my requests for information. In the meantime, I recommend that
shareholders refrain from tendering their Invatec shares in response to
Flowserve's offer." END
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November 20, 1999
Board of Directors
Innovative Valve Technologies, Inc.
2 Northpoint Drive, Suite 300
Houston, TX 77060
Gentlemen:
I have received your counsel's inaccurate and self-serving letter and
will not dignify the misrepresentations and inaccuracies contained in such
letter. This letter will confirm the substance of our meeting yesterday,
November 18. I came away from the meeting without an assurance of cooperation
from the Board that the Board was committed to a fair and open sale of the
Company. Accordingly, I affirm in writing several matters that I related to the
Board in our meeting:
1. I am the largest individual shareholder of the Company,
with approximately 13% of its common stock.
2. I requested that the Board furnish me the due diligence
materials previously furnished to Flowserve Corporation in
order that I could consider making a proposal regarding a
possible acquisition of the Company. The information in my
hands is not current and complete and does not take into
account material improvements in the debt structure of the
company, of which I was verbally advised yesterday.
3. The Board responded that it would "consider" my request,
but has subsequently declined to give me any information;
indeed the letter from Company counsel appears to seek to
"chill" any activity on my part by threatening me with
potential breaches of certain confidentiality
obligations.
4. I specifically requested that the Board not enter any
agreements that contained any "lock-up," "no talk,"
"break-up fee" or similar provisions for a period of ten
business days in order that the Board, in the exercise of
its fiduciary duties, could consider a competing proposal
without incurring any liability or penalty to Flowserve.
All I want is the opportunity to compete on a level playing field. I
believe that the Flowserve offer appears at this time to be inadequate. Given
the current condition of the Company, and considering that I am its largest
individual shareholder, I believe that the Board should respond positively to my
requests for the due diligence materials and for the opportunity to make a
competing proposal. I believe that you owe to the shareholders the duty to
maximize shareholder value, particularly in light of the past history of the
Company's business and the pattern of management and the Board in failing to
provide timely and complete financial information relating to the company.
/s/ ROBERT ALPERT
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Robert Alpert
