<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
/x/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from____________
Commission file number SEC File No. 2-91561
A: DOVER CORPORATION RETIREMENT SAVINGS PLAN
(Full title of the plan)
B: DOVER CORPORATION
280 Park Avenue
New York, New York 10017
212/922-1640
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
<PAGE> 2
INDEX
Independent Auditors' Reports and Consents.
Statements of Net Assets Available for Plan Benefits as of December 31, 1995 and
1994.
Statements of Changes in Net Assets Available for Plan Benefits for the years
ended December 31, 1995, December 31, 1994 and December 31, 1993.
Notes to Financial Statements
<PAGE> 3
EXHIBIT INDEX
Accountants' Consent (See Independent Auditors' Report).
<PAGE> 4
Independent Auditors' Report and Consent
Pension Committee
Dover Corporation
Retirement Savings Plan:
We have audited the statement of net assets available for plan benefits of the
Dover Corporation Retirement Savings Plan (the Plan) as of December 31, 1995,
and the related statement of changes in net assets available for plan benefits
for the year ended December 31, 1995. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits. The statement of net
assets available for plan benefits of the Dover Corporation Retirement Savings
Plan as of December 31, 1994 and the related statements of changes in net assets
available for plan benefits for the year ended December 31, 1994 and December
31, 1993 were audited by other auditors whose report dated June 27, 1995
expressed an unqualified opinion on those statements. We conducted our audits in
accordance with generally accepted auditing standards. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion. In our opinion, the financial
statements referred to above present fairly, in all material respects, the net
assets available for plan benefits of the Plan as of December 31, 1995, and the
changes in net assets available for plan benefits for the year ended December
31, 1995, in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Fund Information in the statement of
net assets available for benefits and the statement of changes in net assets
available for benefits is presented for purposes of additional analysis rather
than to present the net assets available for plan benefits and changes in net
assets available for plan benefits of each fund. The Fund Information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
In addition, we consent to incorporation by reference of this report in the
Registration Statement No. 33-01419 on Form S-8 of Dover Corporation.
COOPERS & LYBRAND L.L.P.
New York, New York
June 27, 1996
<PAGE> 5
Independent Auditors' Report
Pension Committee
Dover Corporation
Retirement Savings Plan:
We have audited the statement of net assets available for plan benefits of the
Dover Corporation Retirement Savings Plan (the Plan) as of December 31, 1994 and
the related statements of changes in net assets available for plan benefits for
each of the years in the two year period ended December 31, 1994. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1994, and the changes in net assets available for plan benefits
for each of the years in the two year period ended December 31, 1994, in
conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
New York, New York
June 27, 1995
<PAGE> 6
Pension Committee
Dover Corporation
Retirement Savings Plan:
We consent to incorporation by reference in the registration statement No.
33-01419 on Form S-8 of Dover Corporation of our report dated June 27, 1995,
relating to the statement of net assets available for plan benefits of the Dover
Corporation Retirement Savings Plan as of December 31, 1994 and the related
statements of changes in net assets available for plan benefits for each of the
years in the two year period ended December 31, 1994.
KPMG Peat Marwick LLP
New York, New York
June 27, 1996
<PAGE> 7
DOVER CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
----------------------------------------------------------------------
STOCK INCOME EQUITY GROWTH BALANCED LOAN
ASSETS TOTAL FUND FUND FUND FUND FUND FUND
- ------ ----- ---- ---- ---- ---- ---- ----
Investments at Fair Value (Cost):
<S> <C> <C> <C> <C> <C> <C> <C>
Common Stock
Dover Corporation
($63,891,515) $ 91,254,401 $ 91,254,401 $ - $ - $ - $ - $ -
Common Stock Funds;
($28,142,452; $16,254,725) 48,005,117 - - 29,741,561 18,263,556 - -
Other Funds
($43,112,708; $14,432,875) 58,316,064 - 43,112,708 - - 15,203,356 -
Notes receivable from employees 11,267,527 - - - - - 11,267,527
Accrued Interest & Dividends 812,919 - - - 812,919 - -
------------ ------------ ------------ ------------ ------------ ---------- ------------
Total Assets 209,656,028 91,254,401 43,112,708 29,741,561 19,076,475 15,203,356 11,267,527
============ ============ ============ ============ ============ ============ ============
LIABILITIES
- -----------
Miscellaneous payable 65,877 (4,193) 24,196 (2,186) (4,957) 18,649 34,368
Due to (from) other fund - (2,598) 3,627 2,360 (3,628) 239 -
------------ ------------ ------------ ------------ ------------ ---------- ------------
Total Liabilities 65,877 (6,791) 27,823 174 (8,585) 18,888 34,368
------------ ------------ ------------ ------------ ------------ ---------- ------------
Net assets available for plan
benefits $209,590,151 $ 91,261,192 $ 43,084,885 $ 29,741,387 $ 19,085,060 15,184,468 $ 11,233,159
============ ============ ============ ============ ============ ============ ============
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
<PAGE> 8
DOVER CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1994
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
----------------------------------------------------------------------
STOCK INCOME EQUITY GROWTH BALANCED LOAN
ASSETS TOTAL FUND FUND FUND FUND FUND FUND
- ------ ----- ---- ---- ---- ---- ---- ----
Investments at Fair Value (Cost):
<S> <C> <C> <C> <C> <C> <C> <C>
Common Stock
Dover Corporation
($51,255,030) $ 58,829,338 $ 58,829,338 $ - $ - $ - $ - $ -
Common Stock Funds;
($24,929,440; $10,940,786) 32,706,781 - - 22,135,450 10,571,331 - -
Other Funds
($35,248,824; $6,213,983) 40,770,300 - 35,188,839 - - 5,581,461 -
Notes receivable from employees 9,685,727 - - - - - 9,685,727
Receivables:
Employee Contributions 56,946 1,310 12,700 24,137 2,469 16,330 -
Employer Contributions 18,481 18,481 - - - - -
------------ ------------ ------------ ------------ ------------ ------------ ------------
Total Assets 142,067,573 58,849,129 35,201,539 22,159,587 10,573,800 5,597,791 9,685,727
============ ============ ============ ============ ============ ============ ============
LIABILITIES
- -----------
Miscellaneous payable 3 3 - - - - -
Due to (from) other fund - 2,866 (595) - - (2,271) -
------------ ------------ ------------ ------------ ------------ ------------ ------------
Total Liabilities 3 2,869 (595) - - (2,271) -
------------ ------------ ------------ ------------ ------------ ------------ ------------
Net assets available for plan $142,067,570 $ 58,846,260 $ 35,202,134 $ 22,159,587 $ 10,573,800 $ 5,600,062 $ 9,685,727
============ ============ ============ ============ ============ ============ ============
benefits
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
<PAGE> 9
DOVER CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
-----------------------------------------------------------------------
STOCK INCOME EQUITY GROWTH BALANCED LOAN
TOTAL FUND FUND FUND FUND FUND FUND
----- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Investments Income:
Interest $ 4,132,194 $ 39,050 $ 2,328,143 $ 83,315 $ 58,197 $ 930,427 $ 693,062
Dividends 4,250,571 1,283,021 - 1,595,848 812,919 558,783 -
Net realized/unrealized
gain (loss) on
investments 34,712,397 24,802,504 498,736 4,413,335 3,558,139 1,439,683 -
------------- ------------ ------------ ------------ ------------ ------------ ------------
43,095,162 26,124,575 2,826,879 6,092,498 4,429,255 2,928,893 693,062
------------- ------------ ------------ ------------ ------------ ------------ ------------
Contributions:
Employees 16,194,496 4,992,788 4,196,254 2,968,370 2,514,912 1,522,172 -
Employer 6,597,267 6,394,001 79,427 770 360 122,709 -
------------- ------------ ------------ ------------ ------------ ------------ ------------
22,791,763 11,386,789 4,275,681 2,969,140 2,515,272 1,644,881 -
------------- ------------ ------------ ------------ ------------ ------------ ------------
Net loans to participants - (773,097) (528,753) (249,590) (135,440) (166,445) 1,853,325
Interfund transfers - (949,192) 1,820,962 (1,394,489) 1,066,098 149,683 (693,062)
Plan merger 12,060,027 642,265 3,724,242 1,335,259 928,073 5,220,702 209,486
Plan Spin-off (551,968) (252,936) (87,461) (93,186) (36,187) (13,575) (68,623)
Rollovers 1,700,286 475,036 332,540 251,446 381,466 259,798 -
Distributions to
participants (11,572,689) (4,238,508) (4,481,339) (1,329,278) (637,277) (439,531) (446,756)
------------- ------------ ------------ ------------ ------------ ------------ ------------
Increase (Decrease) in
net assets available
for plan benefits 67,522,581 32,414,932 7,882,751 7,581,800 8,511,260 9,584,406 1,547,432
------------- ------------ ------------ ------------ ------------ ------------ ------------
Net assets available for
plan benefits
Beginning of period 142,067,570 58,846,260 35,202,134 22,159,587 10,573,800 5,600,062 9,685,727
------------- ------------ ------------ ------------ ------------ ------------ ------------
End of period $ 209,590,151 $ 91,261,192 $ 43,084,885 $ 29,741,387 $ 19,085,060 $ 15,184,468 $ 11,233,159
============= ============ ============ ============ ============ ============ ============
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
<PAGE> 10
DOVER CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
---------------------------------------------------------------------
STOCK INCOME EQUITY GROWTH BALANCED LOAN
TOTAL FUND FUND FUND FUND FUND FUND
----- ---- ---- ---- ---- ---- ----
Investments Income:
<S> <C> <C> <C> <C> <C> <C> <C>
Interest $ 2,461,128 $ - $ 1,937,499 $ - $ - $ - $ 523,629
Dividends 4,431,103 1,039,009 - 2,459,262 473,400 459,432 -
Net realized/unrealized
gain (loss) on investments (14,256,342) (9,673,854) (288) (3,161,500) (785,731) (634,969) -
------------ ----------- ----------- ----------- ----------- ----------- -----------
(7,364,111) (8,634,845) 1,937,211 (702,238) (312,331) (175,537) 523,629
------------ ----------- ----------- ----------- ----------- ----------- -----------
Contributions:
Employees 13,229,355 4,104,932 3,629,422 2,618,739 1,860,655 1,015,607 -
Employer 4,984,071 4,816,314 36,520 78,940 - 52,297 -
------------ ----------- ----------- ----------- ----------- ----------- -----------
18,213,426 8,921,246 3,665,942 2,697,679 1,860,655 1,067,904 -
------------ ----------- ----------- ----------- ----------- ----------- -----------
Net loans to participants - (731,915) (591,224) (242,212) (105,871) (46,202) 1,717,424
Interfund transfers - 3,295,201 (1,566,104) (315,652) (455,823) (433,993) (523,629)
Plan merger 3,343,359 - 578,651 1,323,997 - 1,440,711 -
Rollovers 281,044 123,368 98,275 20,179 23,411 15,811 -
Distributions to participants (11,814,395) (4,064,850) (4,345,795) (1,755,089) (612,092) (505,030) (531,539)
------------ ----------- ----------- ----------- ----------- ----------- -----------
Increase (Decrease) in net assets
available for plan benefits 2,659,323 (1,091,795) (223,044) 1,026,664 397,949 1,363,664 1,185,885
------------ ----------- ----------- ----------- ----------- ----------- -----------
Net assets available for plan
benefits
Beginning of period 139,408,247 59,938,055 35,425,178 21,132,923 10,175,851 4,236,398 8,499,842
------------ ----------- ----------- ----------- ----------- ----------- -----------
End of period $142,067,570 $58,846,260 $35,202,134 $22,159,587 $10,573,800 $ 5,600,062 $ 9,685,727
============ =========== =========== =========== =========== =========== ===========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
<PAGE> 11
DOVER CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
---------------------------------------------------------------------
STOCK INCOME EQUITY GROWTH BALANCED LOAN
TOTAL FUND FUND FUND FUND FUND FUND
----- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Investments Income:
Interest $ 2,619,997 $ - $ 2,131,916 $ - $ - $ - $ 488,081
Dividends 5,506,644 2,271,890 - 2,383,687 492,036 359,031 -
Net realized/unrealized
gain (loss) on investments 15,532,945 14,274,892 12,054 626,969 577,473 41,557 -
------------ ------------ ------------ ------------ ------------ ----------- -----------
23,659,586 16,546,782 2,143,970 3,010,656 1,069,509 400,588 488,081
------------ ------------ ------------ ------------ ------------ ----------- -----------
Contributions
Employees 11,907,729 3,602,641 3,945,664 2,268,482 1,480,433 610,509 -
Employer 4,307,760 4,307,760 - - - - -
------------ ------------ ------------ ------------ ------------ ----------- -----------
16,215,489 7,910,401 3,945,664 2,268,482 1,480,433 610,509 -
------------ ------------ ------------ ------------ ------------ ----------- -----------
Net loans to participants -- (665,825) (726,179) (283,586) (32,164) (40,332) 1,748,086
Interfund transfers -- (716,319) (1,874,979) (168,041) 1,651,799 1,595,621 (488,081)
Plan spin-off (5,360,667) (2,056,902) (1,578,455) (837,011) (317,105) (111,066) (460,128)
Distributions to participants (10,709,776) (3,392,548) (4,977,167) (1,314,963) (193,612) (277,295) (554,191)
------------ ------------ ------------ ------------ ------------ ----------- -----------
Increase (Decrease) in net
assets available for plan
benefits 23,804,632 17,625,589 (3,067,146) 2,675,537 3,658,860 2,178,025 733,767
------------ ------------ ------------ ------------ ------------ ----------- -----------
Net assets available for
plan benefits
Beginning of period 115,603,615 42,312,466 38,492,324 18,457,386 6,516,991 2,058,373 7,766,075
============ ============ ============ ============ ============ =========== ===========
End of period $139,408,247 $ 59,938,055 $ 35,425,178 $ 21,132,923 $ 10,175,851 $ 4,236,398 $ 8,499,842
============ ============ ============ ============ ============ =========== ===========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
<PAGE> 12
DOVER CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
(1) Summary of Significant Accounting Policies
(a) Basis Presentation
The accompanying statements, prepared on the accrual basis of
accounting, present the net assets available for Plan benefits
and changes in net assets available for Plan benefits for the
Dover Corporation Employee Savings and Investment Plan (the
"Plan"). On January 1, 1996, the plan changed its name from the
"Dover Corporation Employee Savings and Investment Plan," to
the "Dover Corporation Retirement Savings Plan."
(b) Management of Trust Funds
Investors Diversified Services (IDS) Trust (The Trustee) was
granted discretionary authority to purchase and sell
securities. IDS, which is an American Express Company, changed
its name during 1995 to American Express Financial Advisors.
The Trustee maintains five investment funds as follows: The
Stock Fund is authorized to invest in Dover Corporation common
stock. The Income Fund is authorized to invest in fixed income
securities such as securities of the United States government
or agencies thereof, money market funds, corporate bonds,
mortgages, and insurance company contracts. The Equity Fund is
authorized to invest in common stocks and other equity-type
investments which are expected to present opportunities for
capital appreciation. The Balanced Fund is authorized to invest
in a combination of common stocks (up to 65%) and preferred
stocks, bonds, convertible bonds, notes and unsecured bonds and
short-term investments (up to 35%). The Growth Fund is
authorized to invest primarily in common stocks with the
objective of obtaining capital growth without regard to income
or volatility. On January 1, 1996, five funds were added. See
details in Section 7, Subsequent Events. The Plan Administrator
may delegate the management of the Plan's assets to another
investment manager if it deems it advisable in the future.
Funds temporarily awaiting investment are placed in a
short-term investment fund of the Trustee where they earn the
prevailing market rate of interest.
(c) Investments
Investments in securities are carried by the Plan at fair
values, which are determined by the Trustee, as follows:
<PAGE> 13
2
DOVER CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
(1a) Continued
Common stock - quotations obtained from national securities exchanges; and fixed
income and short term securities (U.S. government obligations, commercial paper,
corporate bonds) - stated at market values based upon market quotations obtained
from published sources.
Realized gains or losses on investments sold determined on the average cost
method are as follows:
<TABLE>
<CAPTION>
Stock Income Equity Growth Balanced
Fund Fund Fund Fund Fund
1995
----
<S> <C> <C> <C> <C> <C>
Aggregate Proceeds $18,405,435 $ 22,116,053 $ 4,769,869 $3,474,303 $ 1,909,012
Aggregate Cost 13,391,509 21,617,317 4,749,633 3,107,369 1,872,332
----------- ------------ ----------- ---------- -----------
Net Gain (Loss) $ 5,013,926 $ 498,736 $ 20,236 $ 366,934 $ 36,680
=========== ============ =========== ========== ===========
1994
----
Aggregate Proceeds $ 9,671,990 $ 12,744,034 $ 3,717,828 $3,886,694 $ 1,511,624
Aggregate Cost 7,261,742 12,744,322 3,745,273 3,787,505 1,561,594
----------- ------------ ----------- ---------- -----------
Net Gain (Loss) $ 2,410,248 $ (288) $ (27,445) $ 99,189 $ (49,970)
=========== ============ =========== ========== ===========
1993
----
Aggregate Proceeds $10,951,608 $ 15,063,372 $ 4,334,883 $2,874,737 $ 975,577
Aggregate Cost 8,585,033 15,051,318 4,211,184 2,732,815 954,158
----------- ------------ ----------- ---------- -----------
Net Gain (Loss) $ 2,366,575 $ 12,054 $ 123,699 $ 141,922 $ 21,419
=========== ============ =========== ========== ===========
</TABLE>
Unrealized gain and losses were as follows:
<TABLE>
<CAPTION>
Stock Equity Growth Balanced
Fund Fund Fund Fund
<S> <C> <C> <C> <C>
1995
----
Balance at Beginning of Year $ 7,574,308 $ (2,793,990) $ (369,455) $ (632,522)
Balance at The End of Year 27,362,886 1,599,109 2,821,750 770,481
------------ ------------ ----------- -----------
Net Change $ 19,788,578 $ 4,393,099 $ 3,191,205 $ 1,403,003
============ ============ =========== ===========
1994
----
Balance at Beginning of Year $ 19,658,410 $ 340,065 $ 515,465 $ (47,523)
Balance at The End of Year 7,574,308 (2,793,990) (369,455) (632,522)
------------ ------------ ----------- -----------
Net Change $(12,084,102) $(3,134,055) $ (884,920) $ (584,999)
============ ============ =========== ===========
1993
----
Balance at Beginning of Year $ 7,750,093 $ (163,205) $ 79,914 $ (67,661)
Balance at The End of Year 19,658,410 340,065 515,465 (47,523)
------------ ------------ ----------- -----------
Net Change $ 11,908,317 $ 503,270 $ 435,551 $ 20,138
============ ============ =========== ===========
</TABLE>
<PAGE> 14
3
DOVER CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
(2) The Plan
Participating units of Dover Corporation ("Dover") may participate in
(i) the salary reduction and matching contribution portions of the
Plan, (ii) the profit-sharing contribution portion of the Plan, or
(iii) both. All employees of such participating units who have reached
age 21 and completed one year of service are eligible to participate
in the Plan. Salary reduction contributions to the Plan are voluntary.
A participant may elect to exclude from 2% to 18% in whole percentages
of his or her compensation (the "Deferred Amount") from current
taxable income by contributing it to the Plan.
The amount contributed is subject to applicable Internal Revenue Code
limits, and the percentage of compensation contributed by highly
compensated employees is further limited to enable the Plan to satisfy
nondiscrimination requirements. In addition, the Internal Revenue Code
limits to $150,000 (as adjusted for cost-of-living increases) the
amount of compensation that may be taken into account under the Plan.
For the years ended December 31, 1994 and prior, each participating
Dover unit (Employers) made contributions to the Plan on behalf of the
Participants employed by it, equal to between 25% and 50% of the first
6% of compensation included in the Deferred Amount (the "Employer
Matching Contribution"). At the discretion of an Employer's Board of
Directors, an additional year-end Employer Matching Contribution was
made to the Plan on behalf of Participants employed on the last day of
the year. The aggregate percentage of all Employer Matching
Contributions for the plan year did not exceed 80% of the first 6% of
compensation included in the Deferred Amount. Effective January 1,
1995, the separate limitations on basic and additional matching
contributions were replaced by an aggregate limit on such
contributions of 200% of the first 6% of compensation included in the
Deferred Amount. At the same time, the minimum basic matching
contributions was reduced to 10% of compensation included in the
Deferred Amount. All employer matching contributions are initially
invested in the Stock Fund. Participants are fully vested with respect
to amounts attributable to their salary reduction amounts and matching
contributions.
An Employer may elect to make Profit-Sharing Contributions for a plan
year with respect to its employees who have satisfied the age and
service requirements described above. Such contributions will be
allocated in proportion to the compensation of participants who are
employed by that employer and are employees on the last day of the
plan year. A participant's Profit-sharing account vests at the rate of
20% per year of service (except in the case of certain Employers,
whose employees' Profit-Sharing Contribution accounts are immediately
vested). A participant's Profit-Sharing account becomes fully vested
after five years, upon the attainment of age 65 while an employee, in
the event of his or her death or permanent disability while an
employee, or in the event of a plan termination.
A participant's vested account balance in the Plan is distributable
following the participant's retirement, death, or other termination of
employment.
<PAGE> 15
4
DOVER CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statement
(2) Continued
On October 1, 1995 the Plan was amended to allow for installment
distribution payments in the case of fully vested participants who have
attained age 55. The Plan does not permit withdrawals during a
Participant's active career, other than certain required distributions
payable to participants who have attained age 70-1/2.
A participant who has been active in the Plan for at least twelve
months may request a loan from the Plan. Loan requests must be in
increments of $500. The minimum a participant may borrow is $1,000, and
the maximum amount is determined by the balance in the participant's
vested account as of the Valuation Date preceding the loan request in
accordance with Department of Labor Regulations, as per the following
schedule:
Vested Account Balance Allowable Loan
less than or equal to $100,000 up to 50% of Vested Account Balance
more than $100,000 $50,000
Loans are available for the acquisition of a home, home improvements,
medical expenses, education expenses, or other purposes approved by the
Plan Administrator.
Each Participant will have the right to direct the entire amount of the
Deferred Amount being allocated to his or her Savings Account during a
Plan Year be invested in one or more of the available Investment Funds
in multiples of five percent. Each participant will have the right at
any time to move all or any portion of the amount in his or her account
(including the amount attributable to Employer Matching Contribution)
among the investment funds.
Each participant will have the right to rollover into the plan
distributions from other qualified plans or conduit IRA's.
(3) Federal Income Taxes
The Plan Administrator has received a tax qualification letter from the
Internal Revenue Service, and believes that the Plan continues to
qualify under the provisions of Section 401 in the Internal Revenue
Code, and that its related trust is exempt from Federal income taxes.
(4) Administrative Expenses
Administrative expenses of the Plan have been paid by Dover
Corporation, which currently waives its right to have the Plan pay its
own expenses.
(5) Plan Termination
Although it has not expressed any intent to do so, Dover has the right
under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA.
<PAGE> 16
5
DOVER CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
(6) Plan Merger and Spin-Off
On December 19, 1995 assets amounting to $6,338,613 were merged into
the Plan from the Tipper Tie Inc. Employees Deferred Savings, Profit
Sharing and Investment Plan. Tipper-Tie Inc. is a wholly owned
subsidiary of Dover Corporation. Tipper-Tie employees began
contributing to the Plan on October 1, 1995.
On April 27,1995 assets amounting to $5,721,414 were merged into the
Plan from the General Elevator Company, Inc. Thrift, Savings and
Investment Plan, which had been sponsored by Dover's wholly owned
subsidiary, General Elevator Company Inc.
General Elevator employees began contributing to the Plan on January
1,1995.
On January 1, 1995 Oscillatek Inc. elected to drop out of the Plan. On
March 21, 1995 assets amounting to $551,968 were spun-off primarily to
Oscillatek Savings and Investment Plan. Oscillatek Inc. is a wholly
owned subsidiary of Dover Corporation.
(7) Subsequent Events
On January 1, 1996 the name of the Plan was changed to the Dover
Corporation Retirement Savings Plan.
On January 1, 1996 the number of investment funds was increased by five
for a total of ten. The additional investment options are the
following:
The Templeton Foreign Fund is authorized to invest primarily in stocks
and debt obligations of companies and governments outside the United
States with the objective of obtaining long-term capital growth without
regard to income or volatility.
The Aim Constellation Fund is authorized to invest primarily in common
stocks of medium-sized and smaller emerging growth companies with the
objective of obtaining capital growth without regard to income or
volatility.
The Long-Term Horizon Fund is authorized to invest in other collective
investment funds to create a diversified portfolio with an aggressive
risk profile appropriate for individuals with long-term time horizons.
The Medium-Term Horizon Fund is authorized to invest in other
collective investment funds to create a diversified portfolio with an
moderately conservative risk profile appropriate for individuals with
medium-term time horizons.
<PAGE> 17
6
DOVER CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
(7) Continued
The Short-Term Horizon Fund is authorized to invest in other collective
investment funds to create a diversified portfolio with an conservative
risk profile appropriate for individuals with short-term time horizons.
On January 1, 1996 the minimum percentage of compensation an employee
may elect to contribute (the "Deferred Amount") was reduced from 2% to
1%.
On January 8, 1996 assets amounting to $10,280,736 and 40,000 shares of
Dover Stock in kind were merged into the Plan from the Chief Automotive
Systems, Inc. Savings/Retirement Plan. Chief is a wholly owned
subsidiary of Dover Corporation.
Chief employees began contributing to the Plan January 1, 1996.
On January 17, 1996, assets amounting to $3,026,567 were merged into
the Plan from the Phoenix Refrigeration Systems, Inc. Money Purchase
Plan, the Phoenix Refrigeration Systems, Inc. Profit Sharing Plan, the
Phoenix Refrigeration Systems, Inc. 401(k) Retirement Plan, and the
Electrical Distribution Systems, Inc. 401(k) Plan respectively.
Electrical Refrigeration System, Inc. is a former subsidiary of Phoenix
Refrigeration Systems, which has been merged into Dover's wholly owned
subsidiary, Hill Phoenix, Inc.. Hill Phoenix, Inc. Employees began
contributing to the Plan on October 1, 1995.
On April 1, 1996 the Plan was amended to allow participants to have a
maximum of three loans outstanding subject to previously established
guidelines.
(8) Risks and Uncertainties
The Plan provides for various investment options in any combination of
stocks, bonds, fixed income securities, mutual funds, and other
investment securities. Investment securities are exposed to various
risks, such as interest rate, market and credit. Due to the level of
risk associated with certain investment securities and the level of
uncertainty related to changes in the value of investment securities,
it is at least reasonably possible that changes in risks in the near
term would materially affect participants' account balances and the
amounts reported in the statement of net assets available for plan
benefits and the statement of changes in net assets available for plan
benefits.
<PAGE> 18
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan Administrator has duly caused this annual report to be signed by the
undersigned hereunto duly authorized.
DOVER CORPORATION
RETIREMENT SAVINGS PLAN
Dated: June 27, 1996 By: /s/ Robert G. Kuhbach
---------------------------------
Robert G. Kuhbach, Vice President
and Secretary
and Member Pension Committee
( Plan Administrator)
