<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K405
Annual Report Pursuant to Section 13 or 15(d) of the Securities
/X/ Exchange Act of 1934.
For the fiscal year ended December 31, 1994
/ / Transaction Report Pursuant to Section 13 or 15(d) of the Securities
Act of 1934
Commission File No. 1-4018
DOVER CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 53-0257888
(State of Incorporation) (I.R.S. Employer Identification No.)
280 Park Avenue, New York, NY 10017
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(212) 922-1640
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
Common Stock, par value $1. New York Stock Exchange
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months with the Commission and (2) has been subject to such
filing requirements for the past ninety days. Yes X No
--- ---
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. X
---
The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of February 28, 1995 was $3,144,818,296.
The number of outstanding shares of the Registrant's common stock as of February
28, 1995 was 56,680,404.
DOCUMENTS INCORPORATED BY REFERENCE
Parts I, II, and IV - Certain portions of the Annual Report to Stockholders
for Fiscal Year Ended December 31, 1994 (the "1994
Annual Report").
Part III - Certain portions of the Proxy Statement for Annual
Meeting to be held on April 25, 1995 (the "1995 Proxy
Statement").
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PART I
Item 1. BUSINESS
General
Dover Corporation ("Dover" or the "Company") was originally
incorporated in 1947 in the State of Delaware and commenced operations as a
public company in 1954 with four operating divisions, engaged primarily in the
manufacture of metal fabricated industrial products. Primarily through
acquisitions, the Company has grown to encompass over 60 different businesses
which manufacture, install and service elevators, and manufacture a broad range
of specialized industrial products and electronic components and sophisticated
manufacturing equipment.
The Company's businesses are divided into five business
segments. Dover Elevator manufactures, installs and services elevators primarily
in North America. Dover Resources manufactures products primarily to serve the
automotive, fuel handling and service and petroleum industries. Dover Industries
makes products for use in the waste handling, bulk transport, automotive
service, commercial food service and machine tool industries. Dover Technologies
builds primarily sophisticated automated electronic assembly equipment and to a
lesser degree specialized electronic components. Dover Diversified builds heat
transfer equipment, specialized compressors, sophisticated assembly and
production machines, as well as sophisticated products and control systems for
use in the defense, aerospace and commercial building industries. Dover sells
its products and services both directly and through various distributors, sales
and commission agents and manufacturers representatives, in all cases consistent
generally with the custom of the industry and market being served. For more
information on these segments and their products, sales, markets served,
earnings before tax and total assets for the six years ended December 31, 1994,
see pages 6 through 20 of the 1994 Annual Report, which are hereby incorporated
by reference.
During the past five years, Dover has spent approximately $736
million on acquisitions of which $188 million was expended in 1994. For more
detail regarding acquisitions, see pages 1 through 5 of the 1994 Annual Report
as well as Note 2 to the Consolidated Financial Statements on pages 27-28 of the
1994 Annual Report, which are hereby incorporated by reference.
Raw Materials
Dover's operating companies use a wide variety of raw
materials, primarily metals and semi-processed or finished components, which are
generally available from a number of sources. Temporary shortages may occur
occasionally, but have not resulted in business interruptions or major problems,
nor are any such problems
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anticipated. During 1994, prices for steel and aluminum, which are used by a
large number of Dover companies, began to increase and are expected to continue
to increase in 1995. To date these cost increases have not had a material impact
on operating profits.
Research and Development
Dover's operating companies are encouraged to develop new
products as well as upgrade and improve existing products to satisfy customer
needs, expand sales opportunities, improve product reliability and reduce
production costs. During 1994, approximately $97 million was spent on research
and development, compared with $60 million and $68 million in 1993 and 1992,
respectively.
Dover holds or is licensed to use a substantial number of U.S.
patents covering a number of its product lines, and to a far lesser degree
patents in certain foreign countries where it conducts business. Dover licenses
some of its patents to other companies for which it collects royalties which are
not significant. These patents have been obtained over a number of years and
expire at various times. Although patents in the aggregate are important to
Dover, the loss or expiration of any one patent or group of patents would not
materially affect Dover or any of its segments. Where patents have expired,
Dover believes that its commitment to leadership in continuous engineering
improvements, manufacturing techniques, and other sales, service and marketing
efforts are significant to maintaining its general market leadership position.
Trademarks and Tradenames
Many of the Company's products are sold under various
trademarks and tradenames owned or licensed by the Company. Among the most
significant are: A-C Compressor, Annubar, Blackmer. Brown & Sharpe, DEK, Dover,
Duncan, Groen, Heil, Marathon, Norris, OPW, Rotary Lift, Sargent, SWEP, Tipper
Tie and Universal.
Seasonality
Dover's operations are generally not seasonal, although their
performance tends to be stronger in the second and fourth quarters of the year..
Customers
Dover's businesses serve thousands of customers, no one of
which accounted for more than 10% of sales in 1994. Within each of the five
segments, no customer accounted for more than 10% of segment sales in 1994.
Backlog
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Backlog generally is not considered a significant factor in
Dover's businesses, as most products have relatively short delivery periods. The
only exceptions are in those businesses which produce larger and more
sophisticated machines, or have long-term government contractor subcontracts:
A-C Compressor, Belvac, Dover Elevator, Heil, Sargent Controls and Universal.
Total Company backlog as of December 31, 1994 and 1993 was $927
million and $711 million, respectively.
Competition
Dover's competitive environment is complex because of the wide
diversity of products manufactured and markets served. In general, Dover
companies are market leaders which compete with only a few companies. In
addition, since most of Dover's manufacturing operation are in the United
States, Dover usually is a more significant competitor domestically than in
foreign markets. There are some exceptions.
In the Elevator segment, Dover competes for the manufacture and
installation of elevators with a few generally large multinational competitors
and maintains a strong domestic position. For service work, there are numerous
local, regional and national competitors.
In the Technologies segment, Dover competes globally against a
few very large companies, primarily based in Japan or Europe.
Within the other three segments, there are a few companies
whose markets and competition are international, particularly Belvac, Civacon,
CRL, De-Sta-Co, Duncan, Norris, OPW Fueling Components, Ronningen-Petter, Tipper
Tie/Technopak, Tranter and Wittemann.
International
For foreign sales and assets, see Note 3 to the Consolidated
Financial Statements on page 28 of the 1994 Annual Report and information about
the Company's Operations in Different Geographic Areas on page 33 of the 1994
Annual Report, which are incorporated herein by reference. Export sales of
domestic operations were $560 million in 1994 and $413 million in 1993.
Although international operations are subject to certain risks,
such as price and exchange rate fluctuations and foreign governmental
restrictions, Dover intends to increase its expansion into foreign markets,
particularly with respect to its elevator business, as domestic markets mature.
The countries where most of Dover's foreign subsidiaries and
affiliates are based are Canada, Great Britain and Germany.
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Environmental Matters
Dover believes its operations generally are in substantial
compliance with applicable regulations. In some instances, particular plants and
businesses have been the subject of administrative and legal proceedings with
governmental agencies relating to the discharge or potential discharge of
materials. Where necessary, these matters have been addressed with specific
consent orders to achieve compliance. Dover believes that continued compliance
will not have any material impact on the Company's financial position going
forward and will not require significant capital expenditures.
Employees
The Company had approximately 23,000 employees as of December
31, 1994.
Item 2. DESCRIPTION OF PROPERTY
The number, type, location and size of the Company's properties are shown on the
following charts, by segment.
<TABLE>
<CAPTION>
Number and Nature of Facilities Square Footage (000's)
------------------------------------ --------------------------
Ware- Sales/
Segment Mfg. house Service Owned Leased
------- ---- ----- ------- ----- ------
<S> <C> <C> <C> <C> <C>
Elevator 10 28 216 397 2,026
Resources 48 14 38 2,069 361
Diversified 23 5 30 1,286 1,162
Industries 33 7 18 2,852 307
Technologies 17 4 26 647 363
</TABLE>
<TABLE>
<CAPTION>
Locations
----------------------------------------------
North America Europe Other
------------- ------ -----
<S> <C> <C> <C>
Elevator 187 36 1
Resources 88 10 2
Diversified 37 13 2
Industries 45 5 -
Technologies 27 11 7
</TABLE>
The facilities are generally well maintained and suitable for
the operations conducted. While the productive capacity of its plants is
generally adequate for current
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needs, several businesses, particularly Heil, Hill Phoenix and Universal, have
completed or are committed to significant plant expansion to meet current
demand.
Item 3. LEGAL PROCEEDINGS
Dover is party to a number of legal proceedings arising out of
the normal course of its businesses. In general, most claims arise in connection
with activities of its Elevator segment operations and certain of its other
businesses which make products used by the public. For several years, Dover has
also been involved with the Internal Revenue Service regarding tax assessments
for the eight years ended December 31, 1989, which matters were settled in early
1995. In addition, matters have arisen under various environmental laws, as well
as under local regulatory compliance agencies. For a further description of such
matters, see Note 13 to the Consolidated Financial Statements on pages 32-33 of
the 1994 Annual Report, which is incorporated herein by reference.
Based on insurance availability, established reserves and
periodic reviews of those matters, management is of the opinion that the
ultimate resolution of current pending claims and known contingencies should not
have a material adverse effect on Dover's financial position taken as a whole.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT
All officers are elected annually at the first meeting of the
Board of Directors following the annual meeting of stockholders and are subject
to removal at any time by the Board of Directors. The executive officers of
Dover as of March 17, 1995, and their positions with the Company (and where
relevant prior business experience) for the past five years are as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
Positions Held and Prior
Name and Age Age Business Experience
------------ --- -------------------------
Gary L. Roubos 58 Chairman (since August 1989)
and Director; previously
President (through May 1993)
and Chief Executive Officer
(through May 1994).
Thomas L. Reece 52 Chief Executive Officer
(since May 1994), President
and Director (since May
1993); previously President
of Dover Resources, Inc.
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
John F. McNiff 52 Vice President-Finance and
Treasurer
Robert G. Kuhbach 47 Vice President, General
Counsel and Secretary
(since May 1993); prior
thereto Senior Vice President
(later Executive Vice
President and a Director),
Secretary and General Counsel
(through February 1992) of
Sudbury, Inc., (industrial
products).
Robert A. Tyre 50 Vice President-Corporate
Development (since February
1995); prior thereto
President, Rye Transaction
Consultants, Inc. (acquisi-
tion consultants), from
February 1993 to January
1995; prior thereto for
more than five years, Vice
President, Booz-Allen &
Hamilton, Inc. management
consultants).
Alfred Suesser 62 Controller
John B. Apple 60 Vice President and President
of Dover Elevator
International, Inc.
Lewis E. Burns 56 Vice President and President
of Dover Industries.
Rudolf J. Herrmann 44 Vice President (since
November 1993) and President
of Dover Resources, Inc.
(since May 1993); prior
thereto, Mr. Herrmann was
President of Rotary Lift
division of Dover Industries,
Inc.
John E. Pomeroy 53 Vice President (since
November 1993) and President
of Dover Technology
International, Inc.
Jerry W. Yochum 56 Vice President, Director
(since May 1993) and
President of Dover
Diversified, Inc.
</TABLE>
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
AND RELATED SECURITY HOLDER MATTERS
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The principal market in which the Company's Common Stock is
traded is the New York Stock Exchange. Information on the high and low prices of
such stock and the frequency and the amount of dividends paid during the last
two years, is set forth on Page 35 of the 1994 Annual Report and incorporated
herein by reference.
The number of holders of record of the Registrant's Common Stock
as of February 28, 1995 is approximately 3,200.
Item 6. SELECTED FINANCIAL DATA
The information for the years 1984 through 1994 is set forth in
the Annual Report on pages 38 and 39 and is incorporated herein by reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information set forth in the Annual Report on pages 36 and 37
is incorporated herein by reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information set forth in the Annual Report on pages 22
through 35 is incorporated herein by reference.
Item 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Not applicable.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information with respect to the directors of the Company
required to be included pursuant to this Item 10 is included under the caption
"Election of Directors" in the 1995 Proxy Statement relating to the 1995 Annual
Meeting of Stockholders to be filed with the Securities and Exchange Commission
(the "Commission") pursuant to Rule 14a-6 under the Securities Exchange Act of
1934, as amended, and is incorporated in this Item 10 by reference. The
information with respect to the executive officers of the Company required to be
included pursuant to this Item 10 is included under the caption "Executive
Officers of the Company" in Part I of this Annual Report on Form 10-K.
Item 11. EXECUTIVE COMPENSATION
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The information with respect to executive compensation required
to be included pursuant to this Item 11 is included under the caption "Executive
Compensation" in the 1995 Proxy Statement and is incorporated in this Item 11 by
reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information regarding security ownership of certain
beneficial owners and management that is required to be included pursuant to
this Item 12 is included under the captions "General" and "Security Ownership"
in the 1995 Proxy Statement and is incorporated in this Item 12 by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information with respect to any reportable transaction,
business relationship or indebtedness between the Company and the beneficial
owners of more than 5% of the Common Stock, the directors or nominees for
director of the Company, the executive officers of the Company or the members of
the immediate families of such individuals that is required to be included
pursuant to this Item 13 is included under the caption "Election of Directors"
in the 1995 Proxy Statement and is incorporated in this Item 13 by reference.
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PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE,
AND REPORTS ON FORM 8-K
(a) (1). Financial Statements
The following consolidated financial statements of Dover
Corporation and its subsidiaries are set forth in the 1994 Annual Report, which
financial statements are incorporated herein by reference:
(A) Independent Auditors' Report.
(B) Consolidated balance sheets as of December 31, 1994, 1993 and
1992.
(C) Consolidated statements of earnings for the years ended
December 31, 1994, 1993 and 1992.
(D) Consolidated statements of retained earnings for the years
ended December 31, 1994, 1993 and 1992.
(E) Consolidated statements of cash flows for the years ended
December 31, 1994, 1993 and 1992.
(F) Notes to consolidated financial statements.
(2). Financial Statement Schedules
The following financial statement schedule is included in Part IV
of this report:
Independent Auditors' Report on Schedules and Consent
II -- Valuation and Qualifying Accounts
All other schedules are not required and have been omitted.
(b) No reports on Form 8-K were filed during the fourth quarter of the
fiscal year ended December 31, 1994.
(c) Exhibits:
(3) (a) Restated Certificate of Incorporation and Amendments
thereto.
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(b) By-laws, as amended.
(4) The Company agrees to furnish to the Commission, upon request,
copies of any instruments defining the rights of holders of
long-term debt with respect to which the total amount of
securities authorized does not exceed 10 percent of the total
consolidated assets of the Company.
(10)(a) 1984 Incentive Stock Option and Cash Performance Program.*
(b) Employee Savings and Investment Plan.*
(c) 1995 Incentive Stock Option and Cash Performance Program.*
(13) Incorporated portions of Dover's Annual Report to
Stockholders for its fiscal year ended December 31, 1994.
(21) Subsidiaries of Dover.
(23) Independent Auditors' consent.
(24) Powers of Attorney.
(27 Financial Data Schedules (in Edgar filing only).
* Executive compensation plan or arrangement.
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<PAGE> 13
SIGNATURES
Pursuant to the requirements of Section 13 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.
DOVER CORPORATION
By:
----------------------------
Thomas L. Reece
President and Chief Executive
Officer*
Date: March 30, 1995
Pursuant to the requirements of the Securities Exchange Act of
1934, this Report has been signed below by the following persons on behalf of
the Registrant in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
--------------------
Thomas L. Reece President and Chief Executive
Officer and Director*
(Principal Executive Officer) March 30, 1995
/s/ John F. McNiff
--------------------
John F. McNiff Treasurer
(Principal Financial Officer) March 30, 1995
/s/ Alfred Suesser
---------------------
Alfred Suesser Controller March 30, 1995
(Principal Accounting Officer)
--------------------
Gary L Roubos Chairman and Director* March 30, 1995
</TABLE>
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<PAGE> 14
<TABLE>
<S> <C> <C>
--------------------
Magalen O. Bryant Director* March 30, 1995
--------------------
Jean-Pierre M. Ergas Director* March 30, 1995
--------------------
John F. Fort Director* March 30, 1995
--------------------
James L. Koley Director* March 30, 1995
--------------------
Anthony J. Ormsby Director* March 30, 1995
--------------------
David G. Thomas Director* March 30, 1995
--------------------
Jerry W. Yochum Director* March 30, 1995
</TABLE>
* By: /s/ Robert G. Kuhbach
-----------------------
Robert G. Kuhbach
Attorney-in-Fact
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<PAGE> 15
SCHEDULE II
DOVER CORPORATION AND SUBSIDIARIES
Valuation and Qualifying Accounts
Years Ended December 31, 1994, 1993, 1992
<TABLE>
<CAPTION>
Additions
Balance at Charged to Balance at
Beginning Cost and Close of
of Year Expense Deductions (1) Year
---------- ---------- -------------- ----------
(000's omitted)
<S> <C> <C> <C> <C>
Year Ended December 31, 1994:
Allowance for Doubtful Accounts $10,199 $ 898 $(3,229) $14,326
======= ====== ======= =======
Year Ended December 31, 1993:
Allowance for Doubtful Accounts $ 9,753 $ 5,546 $ 5,100 $10,199
======= ====== ======= =======
Year Ended December 31, 1992:
Allowance for Doubtful Accounts $ 9,746 $ 5,316 $ 5,309 $ 9,753
======= ====== ======= =======
</TABLE>
Notes:
(1) Represents uncollectible accounts written off and reductions of prior years'
over-provision less recoveries of accounts previously written off, net of
additions and deductions relating to acquired and divested companies.
<PAGE> 16
EXHIBIT INDEX
(3) (a) Restated Certificate of Incorporation and Amendments thereto,
filed as Exhibit 3(a) to Form 10-K for year ended December 31,
1989, is incorporated by reference.
(b) By-laws, as amended, filed as an Exhibit to Quarterly Report on
Form 10-Q for period ended September 30, 1993, is incorporated by
reference.
(10) (a) 1984 Incentive Stock Option and Cash Performance Program,
filed as an Exhibit 10(a) to Annual Report on Form 10-K for year
ended December 31, 1984, is incorporated by reference.
(b) Employee Savings and Investment Plan, filed as Exhibit 4.1 to
Form S-8 filed under Securities Act of 1933 (Reg. 2-91561), is
incorporated by reference.
(c) 1995 Incentive Stock Option and Cash Performance Program,
filed as Exhibit A to the 1995 Proxy Statement, is incorporated by
reference.
(13) Incorporated portions of Dover's Annual Report to Stockholders for
its fiscal year ended December 31, 1994.
(21) Subsidiaries of Dover.
(23) Independent Auditors' Consent. (See Independent Auditors' Report
on Schedules and Consent)
(24) Powers of Attorney
(27) Financial Data Schedules (in Edgar filing only).
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EXHIBIT 21
LIST OF SUBSIDIARIES
Domestic Subsidiaries
---------------------
<TABLE>
<CAPTION>
State of
Name Incorporation
---- -------------
<S> <C>
Dover Elevator International, Inc. Delaware
Dover Elevator Systems, Inc Delaware
Dover Elevator Company Delaware
Dover Technology International, Inc. Delaware
Dover Industries, Inc. Delaware
Waukesha Bearings Corp. Wisconsin
Tranter, inc. Michigan
Universal Instruments Corporation Delaware
Tipper Tie, Inc. Delaware
Measurement Systems, Incorporated Delaware
K&L Microwave, Inc. Delaware
Pathway Bellows, Inc. Delaware
Miami Elevator Company Delaware
Dover Industries Acceptance, Inc. Delaware
Stark Manufacturing, Inc. Delaware
Texas Hydraulics, Inc. Delaware
Old PME, Inc. Delaware
Randell Manufacturing, Inc. Delaware
Randell Warehouse of Arizona, Inc. Delaware
Randell Refrigeration, Inc. Delaware
American Metal Ware Co. Delaware
Arizona Elevator, Inc. Delaware
Sound Elevator Company Delaware
Corpane Industries, Inc. Delaware
Sargent Industries, Inc. Delaware
Dover Resources, Inc. Delaware
Delaware Capital Holdings, Inc. Delaware
Dielectric Laboratories, Inc. Delaware
Delaware Capital Formation, Inc. Delaware
Lagerquist Corporation Delaware
Communications Techniques, Inc. Delaware
Dover Europe Corporation Delaware
General Elevator Company, Incorporated Maryland
Petro Vend, Inc. Delaware
Pomeco Corporation Delaware
</TABLE>
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<PAGE> 2
<TABLE>
<S> <C>
Novacap, Inc. Delaware
Dover Soltec, Inc. Delaware
Duncan Industries Parking Control
Systems Corp. Delaware
Weldcraft Products, Inc. Delaware
Chief Automotive Systems, Inc. Delaware
Chief Automotive Management Systems Inc. Delaware
Hawaiian Pacific Elevator Corporation Delaware
Security Elevator Company Delaware
DEK U.S.A., Inc. Delaware
Bernard International, Inc. Delaware
The Wittemann Company, Inc. Delaware
Marathon Equipment Company Delaware
Revod Corporation Delaware
Empire Elevator Corporation Delaware
Hudson Elevator Corp. Delaware
A-C Compressor Corporation Delaware
Vectron Laboratories, Inc. Delaware
Dover Caribbean, Inc. Delaware
Dover Elevator Service of Puerto Rico, Inc. Puerto Rico
Tarby, Inc. Delaware
De-Sta-Co Cylinders, Inc. Delaware
Midland Manufacturing, Inc. Delaware
Midstate Elevator Company, Inc. Delaware
Swep Inc., USA Delaware
TNI, Inc. Delaware
Phoenix Refrigeration Systems, Inc. Georgia
Hill-Phoenix, Inc. Delaware
Refrigeration Systems, Inc. Delaware
</TABLE>
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<PAGE> 3
FOREIGN SUBSIDIARIES
--------------------
<TABLE>
<CAPTION>
Name Jurisdiction
---- ------------
<S> <C>
DTI-ARB, Inc. Canada
Dover Corporation (Canada) Limited Canada
De-Sta-Co Metallerzeugnisse GmbH Germany
Dover International, B.V. Netherlands
I.S.T. Molchtecknik GmbH Germany
Hammond & Champness, Limited United Kingdom
Universal Instruments GmbH Germany
Universal Instruments S.a.r.l. France
Universal Instruments (Electronics) Ltd. United Kingdom
DEK Printing Machines Ltd. United Kingdom
Sincotron - Nordic Sweden
Sincotron AB Sweden
Dover UK Holdings Limited United Kingdom
Dover UK Finance Limited United Kingdom
Dover UK Finance Services Limited United Kingdom
Universal Instruments Corporation
(Singapore) Pte. Ltd. Singapore
Universal Instruments Korea Limited Korea
Universal Hong Kong Hong Kong
Tipper Tie Verschlusstechnik Deutchland, Gmbh Germany
DEK Japan Limited Japan
DEK GmbH Germany
Soltec International, B.V. Netherlands
Soltec Group B.V. Netherlands
Petro Vend, Inc. Poland
Petro Vend of Canada, Inc. Canada
Petro Vend Europe Inc. United Kingdom
Chief Automotive Systems Canada, Inc. Canada
Chief Automotive Limited United Kingdom
Dr. Rotert/Dieterich Standard GmbH Germany
De-Sta-Co (Asia) Company, Limited Thailand
Universal Instruments (Malaysia) Sdn Bhd Malaysia
Allgemeine Aufzugswartung GmbH Germany
Tipper Tie (UK) Limited United Kingdom
A-C Compressor Canada Canada
Dover Exports, Ltd. Barbados
Grapas Nacionales de Mexico C.V. de S.A. Mexico
Dover Europe Aufzug GmbH Germany
Christian Hein GmbH Germany
European Lift Engineering GmbH Germany
</TABLE>
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<PAGE> 4
<TABLE>
<S> <C>
ReHeat A.B. Sweden
ReHeat N.V. Belgium
Swep Reheat A.B. Sweden
Swep A.G. Switzerland
Unibras A.G. Switzerland
Copco A. G. Switzerland
Swep Warmetauscher Deutschland A.G Germany
Swep Ltd. United Kingdom
Swep Italia S.R.L. Italy
Swep Iberica S.A. Spain
Swep France France
Swep Marketing B.V. Netherlands
Tipper Tie-Technopack GmbH Germany
Technopack ewald hagedoen Nederland b.v Netherlands
Swep Heat Exchangers Pty., Ltd. Australia
Heat Transfer Technology S.A. (HTT) Switzerland
Swep International A.B. Sweden
Koolrad Design & Manufacturing Co., Inc. Canada
</TABLE>
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<PAGE> 1
EXHIBIT 23
INDEPENDENT AUDITORS' REPORT ON SCHEDULE AND CONSENT
The Board of Directors and Shareholders
Dover Corporation:
Under date of February 22, 1995, we reported on the consolidated balance sheets
of Dover Corporation and subsidiaries as of December 31, 1994, 1993 and 1992 and
the related consolidated statements of earnings, retained earnings, and cash
flows for the years then ended, as contained in the 1994 annual report to
stockholders. These consolidated financial statements and our report thereon are
incorporated by reference in the annual report on Form 10-K for the year 1994.
In connection with our audits of the aforementioned consolidated financial
statements, we also have audited the related financial statement schedule listed
in answer to Part IV, item 14(A)2 of Form 10-K. This financial statement
schedule is the responsibility of the Company's management. Our responsibility
is to express an opinion on this financial statement schedule based on our
audits.
In our opinion, such financial statement schedule when considered in relation to
the basic consolidated financial statements taken as a whole, presents fairly,
in all material respects, the information set forth therein.
In addition, we consent to the incorporation by reference of our above mentioned
report dated February 22, 1995 in the Registration Statement (No. 2-58037) on
Form S-8 dated April 7, 1982 (1974 Incentive Stock Option Plan), in the
Registration Statement (No. 33-11229) on Form S-8 dated January 28, 1987 (1984
Incentive Stock Option Plan) and in the Registration Statement (No. 2-91561) on
Form S-8 dated July 1, 1984 (Dover Corporation Employee Savings and Investment
Plan). We also consent to the reference to our firm under the heading "Financial
Statements and Experts" in the Prospectuses.
KPMG Peat Marwick LLP
New York, New York
March 28, 1995
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that , , a director of Dover
Corporation, a Delaware corporation (the "Company"), hereby constitutes and
appoints Thomas L. Reece, John F. McNiff and Robert G. Kuhbach, and each of them
(with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, for him/her on his/her behalf and in his/her name,
place and stead, to sign, execute and affix his/her name thereto and file the
Corporation's Annual Report on Form 10-K for the fiscal year ended December 31,
1994, with the Securities and Exchange Commission and any other appropriate
authority, granting unto said attorneys and each of them, full power and
authority to do and perform each and every act and thing required and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as he/she himself might or could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents, of any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand
this 30th day of March, 1995.
/s/Magalen O. Bryant
---------------------
Magalen O. Bryant
/s/John-Pierre Ergas
---------------------
John-Pierre Ergas
/s/John F. Fort
---------------------
John F. Fort
/s/James L. Koley
---------------------
James L. Koley
/s/Anthony J. Ormsby
---------------------
Anthony J. Ormsby
/s/Thomas L. Reece
---------------------
Thomas L. Reece
/s/Gary L. Roubos
---------------------
Gary L. Roubos
/s/David G. Thomas
---------------------
David G. Thomas
/s/Jerry W. Yochum
---------------------
Jerry W. Yochum
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Dover
Corporation Annual Report to stockholders for the fiscal year ended December 31,
1994, and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-01-1994
<CASH> 90,304
<SECURITIES> 54,583
<RECEIVABLES> 590,955
<ALLOWANCES> 14,326
<INVENTORY> 364,604
<CURRENT-ASSETS> 1,133,139
<PP&E> 812,175
<DEPRECIATION> 469,490
<TOTAL-ASSETS> 2,070,637
<CURRENT-LIABILITIES> 772,223
<BONDS> 253,587
<COMMON> 66,441
0
0
<OTHER-SE> 929,418
<TOTAL-LIABILITY-AND-EQUITY> 2,070,637
<SALES> 3,085,276
<TOTAL-REVENUES> 3,085,276
<CGS> 2,137,477
<TOTAL-COSTS> 2,759,911
<OTHER-EXPENSES> 664
<LOSS-PROVISION> 898
<INTEREST-EXPENSE> 36,461
<INCOME-PRETAX> 306,859
<INCOME-TAX> 104,486
<INCOME-CONTINUING> 202,373
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 202,373
<EPS-PRIMARY> 3.54
<EPS-DILUTED> 0
</TABLE>
