<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, 1996
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
REQUIRED INFORMATION
(as required by items no. 1 thru 3)
INDEX
Independent Accountants' Report and Consent.
Financial Statements:
Statements of Net Assets Available for Benefits as of
December 31, 1996 and 1995
Statements of Changes in Net Assets Available for Benefits for the
years ended December 31, 1996 and December 31, 1995
Notes to Financial Statements
Supplemental Schedules:
Schedule I - Item 27a - Schedule of Assets held for investment
purposes as of December 31, 1996.
Schedule II - Item 27d - Reportable Transactions for the year
ended December 31, 1996.
<PAGE> 3
Independent Accountants' Report and Consent
Pension Committee
Dover Corporation
Retirement Savings Plan:
We have audited the statements of net assets available for plan benefits of the
Dover Corporation Retirement Savings Plan (the Plan) as of December 31, 1996 and
1995, and the related statements of changes in net assets available for plan
benefits for the years ended December 31, 1996 and 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.
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, 1996 and 1995 and the changes in net assets available for plan
benefits for each of the years ended December 31, 1996 and 1995, in conformity
with general accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of the Dover
Corporation Retirements Savings Plan as of and for the year ended December 31,
1996 are presented for the purpose of additional analysis and are not a required
part of the basic financial statements, but are supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. The
supplemental schedules have been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, are 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. 2-91561 on Form S-8 of Dover Corporation.
COOPERS & LYBRAND L.L.P.
NEW YORK, NEW YORK
June 27, 1997
<PAGE> 4
DOVER CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1996
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
-------------------------------------------------------------------------------------
Stock Income Equity Growth Balanced
Total Fund Fund Fund Fund Fund
----- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at Fair Value
Common Stock:
Dover Corporation $129,129,854 $129,129,854 $ - $ - $ - $ -
Common Stock Funds: 78,195,853 - - 40,447,074 30,310,820 -
Other Funds 71,476,120 - 51,861,788 - - 16,001,229
Notes receivable from employees 15,097,469 - - - - -
------------ ------------- ------------- ------------ ----------- -----------
Total Assets $293,899,296 $129,129,854 $51,861,788 $40,447,074 $30,310,820 $16,001,229
============ ============= ============= ============ =========== ===========
LIABILITIES
Due to (from) other fund $ - $ (119,565) $ 321,830 $ 187,268 (76,152) $ -
------------ ------------- ------------- ------------ ----------- -----------
Total Liabilities (119,565) 321,830 187,268 (76,152) -
------------ ------------- ------------- ------------ ----------- -----------
Net assets available for plan benefits $293,899,296 $129,249,419* $51,539,958* $40,259,806* $30,386,972* $16,001,229*
============ ============= ============= ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
-------------------------------------------------------------------------------
HORIZON FUND
-----------------------------------
AIM
Loan Constellation Templeton Medium
Fund Fund Fund Short Term Term Long Term
---- ---- ---- ---------- ---- ---------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at Fair Value
Common Stock:
Dover Corporation $ - $ - $ - $ - $ - $ -
Common Stock Funds: - 5,437,065 2,000,894 - - -
Other Funds - - - 643,234 1,231,571 1,738,298
Notes receivable from employees 15,097,469 - - - - -
----------- ----------- ----------- -------- ---------- ----------
Total Assets $15,097,469 $5,437,065 $2,000,894 $643,234 $1,231,571 $1,738,298
=========== -========== =========== ======== ========== ==========
LIABILITIES
Due to (from) other fund $ - $ (50,000) $ (263,381) $ - $ - $ -
----------- ----------- ----------- -------- ---------- ----------
Total Liabilities - (50,000) (263,381) - - -
----------- ----------- ----------- -------- ---------- ----------
Net assets available for plan benefits $15,097,469* $5,487,065 $2,264,275 $643,234 $1,231,571 $1,738,298
============ =========== =========== ======== ========== ==========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
*THESE INVESTMENTS REPRESENT 5 PERCENT OR MORE OF THE PLAN'S NET ASSETS.
<PAGE> 5
DOVER CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
--------------------------------------------------------------------------------
STOCK INCOME EQUITY GROWTH
TOTAL FUND FUND FUND FUND
----- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
ASSETS
Investments at Fair Value
Common Stock
Dover Corporation $ 91,254,401 $ 91,254,401 $ -- $ -- $ --
Common Stock Funds:
48,005,117 -- -- 29,741,561 18,263,556
Other Funds
58,316,064 -- 43,112,708 -- --
Notes receivable from employees 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
============ ============ =========== ============ ============
LIABILITIES
Miscellaneous payable $ 65,877 $ (4,193) $ 24,196 $ (2,186) $ (4,957)
Due to (from) other fund -- (2,598) 3,627 2,360 (3,628)
------------ ------------ ----------- ------------ ------------
Total Liabilities 65,877 (6,791) 27,823 174 (8,585)
------------ ------------ ----------- ------------ ------------
Net assets available for plan benefits $209,590,151 $ 91,261,192* $43,084,885* $ 29,741,387* $ 19,085,060*
============ ============ =========== ============ ============
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
---------------------------
BALANCED LOAN
FUND FUND
-------- ----
<S> <C> <C>
ASSETS
Investments at Fair Value
Common Stock
Dover Corporation $ -- $ --
Common Stock Funds:
-- --
Other Funds
15,203,356 --
Notes receivable from employees -- 11,267,527
Accrued Interest & Dividends -- --
----------- -----------
Total Assets $15,203,356 $11,267,527
=========== ===========
LIABILITIES
Miscellaneous payable $ 18,649 $ 34,368
Due to (from) other fund 239 --
----------- -----------
Total Liabilities 18,888 34,368
----------- -----------
Net assets available for plan benefits $15,184,468* $11,233,159*
=========== ===========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
*THESE INVESTMENTS REPRESENT 5 PERCENT OR MORE OF THE PLAN'S NET ASSETS.
<PAGE> 6
DOVER CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
----------------------------------------------------------------------------------
Stock Income Equity Growth
Total Fund Fund Fund Fund
----- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Investment Income:
Interest $ 4,256,888 $ 436,329 $ 499,115 $ 299,795 $ 34,818
Dividends 7,219,046 1,611,025 -- 2,663,250 1,162,526
Net appreciation (depreciation)
in fair value of investments 43,130,295 33,669,224 448,496 3,762,841 4,348,791
------------- ------------- ------------ ------------ ------------
54,606,229 35,716,578 2,947,611 6,725,886 5,546,135
------------- ------------- ------------ ------------ ------------
Contributions:
Employees 18,648,382 6,310,018 3,685,258 3,017,199 3,185,475
Employer 6,624,464 6,624,464 -- -- --
------------- ------------- ------------ ------------ ------------
25,272,846 12,934,482 3,685,258 3,017,199 3,185,475
------------- ------------- ------------ ------------ ------------
Net loans to participants -- (1,648,271) (1,225,141) (742,695) (440,209)
Interfund transfers -- (5,311,626) (948,170) (3,719,182) 2,553,308
Plan merger 21,007,328 1,807,063 9,546,093 7,355,086 1,483,311
Rollovers 1,082,669 277,029 241,903 119,889 236,611
Distributions to participants (17,659,927) (5,787,028) (5,792,481) (2,237,764) (1,262,719)
------------- ------------- ------------ ------------ ------------
Increase (Decrease) in net assets
available for plan benefits 84,309,145 37,988,227 8,455,073 10,518,419 11,301,912
------------- ------------- ------------ ------------ ------------
Net assets available for plan benefits
Beginning of period 209,590,151 91,261,192 43,084,885 29,741,387 19,085,060
------------- ------------- ------------ ------------ ------------
End of period $ 293,899,296 $ 129,249,419 $ 51,539,958 $ 40,259,806 $ 30,386,972
============= ============= ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
----------------------------------------------------------------------------
HORIZON
FUND
----------
AIM
Balanced Loan Constellation Templeton
Fund Fund Fund Fund Short Term
---- ---- ---- ---- ----------
<S> <C> <C> <C> <C> <C>
Investment Income:
Interest $ 7,295 $ 979,310 $ 271 $ (158) $ 31
Dividends 1,521,895 -- 180,310 80,040 --
Net appreciation (depreciation)
in fair value of investments 436,960 -- 114,641 105,119 32,620
------------ ------------ ----------- ----------- ---------
1,966,150 979,310 295,222 185,001 32,651
------------ ------------ ----------- ----------- ---------
Contributions:
Employees 1,468,131 -- 475,863 167,352 43,874
Employer -- -- -- -- --
------------ ------------ ----------- ----------- ---------
1,468,131 -- 475,863 167,352 43,874
------------ ------------ ----------- ----------- ---------
Net loans to participants (291,206) 4,424,559 (22,485) (13,858) 1,318
Interfund transfers (1,441,595) (979,310) 4,721,447 1,953,324 598,534
Plan merger 603,887 66,377 61,934 80,636 --
Rollovers 83,846 -- 58,154 31,460 1,837
Distributions to participants (1,572,452) (626,626) (103,070) (139,640) (34,980)
------------ ------------ ----------- ----------- ---------
Increase (Decrease) in net assets
available for plan benefits 816,761 3,864,310 5,487,065 2,264,275 643,234
------------ ------------ ----------- ----------- ---------
Net assets available for plan benefits
Beginning of period 15,184,468 11,233,159 -- -- --
------------ ------------ ----------- ----------- ---------
End of period $ 16,001,229 $ 15,097,469 $ 5,487,065 $ 2,264,275 $ 643,234
============ ============ =========== =========== =========
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
---------------------------
HORIZON FUND
---------------------------
Medium
Term Long Term
---- ---------
<S> <C> <C>
Investment Income:
Interest $ (131) $ 213
Dividends -- --
Net appreciation (depreciation)
in fair value of investments 84,779 126,824
----------- -----------
84,648 127,037
----------- -----------
Contributions:
Employees 122,645 172,567
Employer -- --
----------- -----------
122,645 172,567
----------- -----------
Net loans to participants (19,225) (22,787)
Interfund transfers 1,139,235 1,434,035
Plan merger 1,868 1,073
Rollovers 5,416 26,524
Distributions to participants (103,016) (151)
----------- -----------
Increase (Decrease) in net assets
available for plan benefits 1,231,571 1,738,298
----------- -----------
Net assets available for plan benefits
Beginning of period -- --
----------- -----------
End of period $ 1,231,571 $ 1,738,298
=========== ===========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
<PAGE> 7
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
TOTAL FUND FUND FUND FUND
----- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Investment Income:
Interest $ 4,132,194 $ 39,050 $ 2,328,143 $ 83,315 $ 58,197
Dividends 4,250,571 1,283,021 -- 1,595,848 812,919
Net appreciation (depreciation)
in fair value of investments 34,712,397 24,802,504 498,736 4,413,335 3,558,139
------------- ------------ ------------ ------------ ------------
43,095,162 26,124,575 2,826,879 6,092,498 4,429,255
------------- ------------ ------------ ------------ ------------
Contributions:
Employees 16,194,496 4,992,788 4,196,254 2,968,370 2,514,912
Employer 6,597,267 6,394,001 79,427 770 360
------------- ------------ ------------ ------------ ------------
22,791,763 11,386,789 4,275,681 2,969,140 2,515,272
------------- ------------ ------------ ------------ ------------
Net loans to participants -- (773,097) (528,753) (249,590) (135,440)
Interfund transfers -- (949,192) 1,820,962 (1,394,489) 1,066,098
Plan merger 12,060,027 642,265 3,724,242 1,335,259 928,073
Plan Spin-off (551,968) (252,936) (87,461) (93,186) (36,187)
Rollovers 1,700,286 475,036 332,540 251,446 381,466
Distributions to participants (11,572,689) (4,238,508) (4,481,339) (1,329,278) (637,277)
------------- ------------ ------------ ------------ ------------
Increase (Decrease) in net assets
available for plan benefits 67,522,581 32,414,932 7,882,751 7,581,800 8,511,260
------------- ------------ ------------ ------------ ------------
Net assets available for plan benefits
Beginning of period 142,067,570 58,846,260 35,202,134 22,159,587 10,573,800
------------- ------------ ------------ ------------ ------------
End of period $ 209,590,151 $ 91,261,192 $ 43,084,885 $ 29,741,387 $ 19,085,060
============= ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
-----------------------------
BALANCED LOAN
FUND FUND
---- ----
<S> <C> <C>
Investment Income:
Interest $ 930,427 $ 693,062
Dividends 558,783 --
Net appreciation (depreciation)
in fair value of investments 1,439,683 --
------------ ------------
2,928,893 693,062
------------ ------------
Contributions:
Employees 1,522,172 --
Employer 122,709 --
------------ ------------
1,644,881 --
------------ ------------
Net loans to participants (166,445) 1,853,325
Interfund transfers 149,683 (693,062)
Plan merger 5,220,702 209,486
Plan Spin-off (13,575) (68,623)
Rollovers 259,798 --
Distributions to participants (439,531) (446,756)
------------ ------------
Increase (Decrease) in net assets
available for plan benefits 9,584,406 1,547,432
------------ ------------
Net assets available for plan benefits
Beginning of period 5,600,062 9,685,727
------------ ------------
End of period $ 15,184,468 $ 11,233,159
============ ============
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
<PAGE> 8
(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 Retirement Savings 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 investment funds as follows:
- The Dover Corporation Pooled Stock Account (Stock Fund)
is authorized to invest in Dover Corporation common
stock and money market funds.
- The American Express Trust Income Fund II (Income Fund)
is authorized to invest primarily in insurance and bank
investment contracts. About 90% of the investments are
made in stable contracts; the remaining 10% are
invested in high-quality money market securities.
- The IDS Stock Fund (Equity Fund) is authorized to
invest mainly in U.S. common stocks and bonds. This is
a medium risk fund with medium long-term return
potential.
- The IDS Mutual Fund (Balanced Fund) is authorized to
invest mainly in common and preferred stocks and bonds
while it also makes investments in securities of
foreign issuers, cash, short-term corporate notes and
repurchase agreements, and stock index futures
contracts and options.
- The IDS New Dimensions Fund (Growth Fund) is authorized
to invest mainly in U.S. common stocks and may also
invest in securities of foreign issuers, cash,
short-term corporate notes and repurchase agreements,
and stock index futures contracts and options. This
fund has a higher long-term return potential.
On January 1, 1996 the number of investment funds was
increased by 5 for a total of 10.
- The Templeton Foreign Fund - Class 1 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.
- 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.
<PAGE> 9
- The American Express Trust 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 American Express Trust Medium-Term Horizon Fund is
authorized to invest in other collective investment
funds to create a diversified portfolio with a
moderately conservative risk profile appropriate for
individuals with medium-term time horizons
- The American Express Trust Short-Term Horizon Fund is
authorized to invest in other collective investment
funds to create a diversified portfolio with a
conservative risk profile appropriate for individuals
with short-term time horizons.
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:
- 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.
- Purchases and sales of investment securities are
reflected on a trade-date basis. Gains and losses on
sales of investment securities are determined on the
average cost method.
- Dividend income is recorded on the ex-dividend date.
Income from other investments is recorded as earned.
(d) Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires
management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual
results could differ from those estimates
(e) Risks and Uncertainties
The Plan provides for various investment options in any
combination of stocks, bonds, 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 as 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> 10
(f) Other
The Plan presents in the Statement of Charges in Net Assets
the net appreciation w(depreciation) in the fair value of
its investments which consists of the realized gains or
losses and the unrealized appreciation (depreciation) on
those investments.
(2) The Plan
The following description of the Plan provides only general
information. The provisions of the Plan are governed in all respects by
the detailed terms and conditions contained in the Plan itself.
The Plan is a defined contribution plan established to encourage and
facilitate systematic savings and investment by eligible employees of
Dover Corporation ("Dover")
Participating units of 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 1% 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 may be 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. Each participating Dover unit (Employers) made
contributions to the Plan on behalf of the Participants employed by it
equal to a percentage of the first 6% of earnings 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 may be made to the Plan on behalf of
Participants employed on the last day of the year. Basic and additional
matching contributions are subject to an aggregate limit on such
contributions of 200% of the first 6% of compensation included in the
Deferred Amount. The minimum basic matching contribution is 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.
<PAGE> 11
A participant's vested account balance in the Plan is distributable
following the participant's retirement, death, or other termination of
employment.
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. A maximum of three loans may be outstanding at any
one time. 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:
<TABLE>
<CAPTION>
Vested Account Balance Allowable Loan
------------------------------------------------------------------------------
<S> <C>
less than or equal to $100,000 up to 50% of Vested Account Balance
more than $100,000 $50,000
</TABLE>
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 to 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
Contributions) 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. In the event of
termination, participants will become 100% vested in their accounts.
(6) Plan Merger and Spin-Off
<PAGE> 12
On December 1, 1996 assets amounting to $1,138,834 were merged into the
Plan from the Randell Manufacturing Salaried & Clerical Retirement
Plan. Randell Manufacturing, Inc. is a wholly-owned subsidiary of Dover
Corporation. Randell employees began participating in the plan on
December 1, 1996.
On July 1, 1996 assets amounting to $ 309,669 were merged into the Plan
from the PRC Corporation 401(k) Profit Sharing Plan. PRC Laser is a
wholly-owned subsidiary of Dover Corporation. PRC Laser employees began
participating in the plan on July 1, 1996.
On July 1, 1996 assets amounting to $ 3,295,014 were merged into the
Plan from the Bernard Welding Retirement Profit Sharing Plan. Bernard
International, Inc. is a wholly-owned subsidiary of Dover Corporation.
Bernard employees, already are participants in the plan, began making
profit sharing contributions to the plan on July 1, 1996.
On June 1, 1996 assets amounting to $ 334,820 were merged into the Plan
from the Hasstech Inc. 401(k) Salary Savings Plan. Hasstech is a
wholly-owned subsidiary of Dover Corporation. Hasstech employees began
participating in the plan on June 1, 1996.
On January 17, 1996, assets amounting to $3,386,652 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, Electrical
Distribution Systems, Inc. 401(k) Plan and the Margaux, Inc. Retirement
Savings and Profit Sharing Plan. respectively. Margaux and Electrical
Distribution Systems Inc., a former subsidiary of Phoenix Refrigeration
Systems, have merged into Dover's wholly owned subsidiary, Hill
Phoenix, Inc. Hill Phoenix, Inc. employees began participating in the
Plan on October 1, 1995.
On January 8, 1996 assets amounting to $11,040,205 and 40,000 shares of
Dover Stock in kind were merged into the Plan from the Chief Savings
and Investment Plan. Chief Automotive Systems, Inc. is a wholly owned
subsidiary of Dover Corporation. Chief employees began participating in
the Plan January 1, 1996.
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
participating in 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 and Savings Plan,
which had been sponsored by Dover's wholly-owned subsidiary, General
Elevator Company Inc. General Elevator employees began participating in
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, 1997 assets amounting to $1,763,066 were merged into the
Plan from the OPW Division Hourly Employees 401(k) Plan. OPW is a
division of Dover Corporation. OPW hourly employees began participating
in the plan on January 1, 1997.
<PAGE> 13
On February 1, 1997 assets amounting to $ 298,181 were merged into the
Plan from the Trailmaster 401(k) Savings Plan. Trailmaster Corporation
is a wholly-owned subsidiary of Dover Corporation. Trailmaster
employees began participating in the plan on January 1, 1997.
On April 1, 1997 assets amounting to $483,108 were merged into the Plan
from the Knappco Corporation Retirement Savings Plan. Knappco is a
wholly-owned subsidiary of Dover Corporation. Knappco employees began
participating in the plan on March 1, 1997.
<PAGE> 14
DOVER CORPORATION RETIREMENT SAVINGS PLAN
SCHEDULE I
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Description of investment, including
maturity date, rate of interest, collateral,
Identity of issuer, borrower, lessor or par or maturity value Cost Current Value
similar party
<S> <C> <C> <C>
Equity Funds:
* American Express Financial Advisors Stock Fund, 4,713,284 shares 63,785,527 129,129,854
* American Express Financial Advisors Equity Fund, 1,786,531 shares 37,952,989 40,447,074
* American Express Financial Advisors Growth Fund, 1,463,725 shares 27,248,911 30,310,820
* American Express Financial Advisors Templeton Fund, 193,136 shares 1,904,913 2,000,894
* American Express Financial Advisors Aim Constellation, 215,244 shares 5,345,491 5,437,065
Other Funds:
* American Express Financial Advisors Balance Fund, 1,187,210 shares 15,799,901 16,001,229
* American Express Financial Advisors Income Fund, 3,161,725 shares 49,664,096 51,861,788
* American Express Financial Advisors Long-Term Horizon, 111,866 shares 1,614,857 1,738,298
* American Express Financial Advisors Medium-Term Horizon, 85,330 shares 1,157,261 1,231,571
* American Express Financial Advisors Short-Term Horizon, 50,162 shares 613,414 643,234
Loans:
Plan Participant Loan Funds, Interest rate varies from 6% 0 15,097,469
to 8%
</TABLE>
* Denotes party-in-interest.
<PAGE> 15
DOVER CORPORATION RETIREMENT SAVINGS PLAN
SCHEDULE II
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE
YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e) (f)
Expenses
Incurred with
Purchase Selling Price Lease Transaction
Identity of Party Involved Description Price Rental
<S> <C> <C> <C> <C> <C>
Reporting Criterion I:
Single transaction in excess of five percent of
the current value of the plan assets
NONE
Reporting Criterion II:
Series of transactions in other than securities
in excess of five percent of current value of plan
assets:
Participant Loans Loan Fund
Reporting Criterion II
Series of transactions in securities in excess of
five percent of current value of plan assets:
Dover Corporation Stock Stock Fund*
Purchases; 40 transactions 12,323,094
Sales, 37 transactions 10,431,865
American Express Financial Advisors- Stock Fund*
Money Market Fund
Purchases, 209 transactions 29,961,890
Sales, 153 transactions 29,581,527
American Express Financial Advisors - Growth Fund
New Dimensions
Purchases, 463 transactions 11,906,084
Sales, 189 transactions 4,267,458
American Express Financial Advisors - Equity Fund
Stock Fund
Purchases, 365 transactions 13,426,024
Sales, 242 transactions 6,810,140
American Express Financial Advisors - Income Fund
Income Fund II
Purchases, 376 transactions 24,420,128
Sales, 305 transactions 18,552,403
Reporting Criterion IV:
Single transactions with one broker that
exceeds five percent of current value of plan
assets:
NONE
</TABLE>
<TABLE>
<CAPTION>
(a) (g) (h) (i)
Cost of Current Net
Identity of Party Involved Asset Value Gain/Loss
<S> <C> <C> <C>
Reporting Criterion I:
Single transaction in excess of five percent of
the current value of the plan assets
NONE
Reporting Criterion II:
Series of transactions in other than securities
in excess of five percent of current value of plan
assets:
Participant Loans 14,992,671 14,992,671 0
Reporting Criterion II
Series of transactions in securities in excess of
five percent of current value of plan assets:
Dover Corporation Stock
Purchases; 40 transactions
Sales, 37 transactions 2,368,693
American Express Financial Advisors-
Money Market Fund
Purchases, 209 transactions
Sales, 153 transactions 0
American Express Financial Advisors -
New Dimensions
Purchases, 463 transactions
Sales, 189 transactions 266,950
American Express Financial Advisors -
Stock Fund
Purchases, 365 transactions
Sales, 242 transactions 307,875
American Express Financial Advisors -
Income Fund II
Purchases, 376 transactions
Sales, 305 transactions 257,810
Reporting Criterion IV:
Single transactions with one broker that
exceeds five percent of current value of plan
assets:
NONE
</TABLE>
*Note the Stock Fund is comprised of the Money Market Fund and Dover Corporation
Stock
<PAGE> 16
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, 1997 By: /s/ Robert G. Kuhbach
---------------------------------
Robert G. Kuhbach, Vice President
and Secretary
and Member Pension Committee
(Plan Administrator)
