<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K - K/A No.1
(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, 1997
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
Financial Statements:
Statements of Net Assets Available for Plan Benefits as of
December 31, 1997 and 1996
Statements of Changes in Net Assets Available for Plan Benefits for the
years ended December 31, 1997 and December 31, 1996
Notes to Financial Statements
Supplemental Schedules:
Schedule I - Item 27a - Schedule of Assets held for investment purposes
as of December 31, 1997.
Schedule II - Item 27d - Reportable Transactions for the year ended
December 31, 1997.
<PAGE> 3
Independent Accountants' Report
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, 1997
and 1996, and the related statements of changes in net assets available for plan
benefits for the years ended December 31, 1997 and 1996. 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, 1997 and 1996 and the changes in net assets available for plan
benefits for each of the years ended December 31, 1997 and 1996, 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 Fund information in the statements of
net assets available for plan benefits and the statements of changes in net
assets available for plan 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 supplemental
schedules of the Plan as of and for the year ended December 31, 1997 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 Fund information
and 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.
NEW YORK, NEW YORK
June 24, 1998
COOPERS & LYBRAND L.L.P.
<PAGE> 4
DOVER CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1997
<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 $ 201,346,126 $ 201,346,126 $ -- $ -- $ -- $ --
Common stock funds 102,932,957 -- -- 51,317,368 40,649,981 --
Other funds 77,888,633 -- 51,409,898 -- -- 20,456,412
Notes receivable from
employees 17,938,038 -- -- -- -- --
Employer contributions
receivable (8,211) (8,211) -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Total Assets $ 400,097,543 $ 201,337,915 $ 51,409,898 $ 51,317,368 $ 40,649,981 $ 20,456,412
====================================================================================================================================
LIABILITIES
Due to (from) other fund $ -- $ 125,286 $ (226,782) $ 23,696 $ 15,009 $ 49,065
- ------------------------------------------------------------------------------------------------------------------------------------
Total Liabilities -- 125,286 (226,782) 23,696 15,009 49,065
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets available
for Plan benefits $ 400,097,543 $ 201,212,629 $ 51,636,680 $ 51,293,672 $ 40,634,972 $ 20,407,347
====================================================================================================================================
* * * * *
<CAPTION>
PARTICIPANT DIRECTED
----------------------------------------------------------------------------------
AIM HORIZON
---------------------------------------------
LOAN CONSTELLATION TEMPLETON SHORT MEDIUM LONG
FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at fair value
Common stock
Dover Corporation $ -- $ -- $ -- $ -- $ -- $ --
Common stock funds -- 7,445,056 3,520,552 -- -- --
Other funds -- -- -- 944,726 2,178,627 2,898,970
Notes receivable from
employees 17,938,038 -- -- --
Employer contributions
receivable -- -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------
Total Assets $ 17,938,038 $ 7,445,056 $ 3,520,552 $ 944,726 $ 2,178,627 $ 2,898,970
==============================================================================================================================
LIABILITIES
Due to (from) other fund $- $ 13,726 $ -- $ -- $ -- $ --
- ------------------------------------------------------------------------------------------------------------------------------
Total Liabilities -- 13,726 -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------
Net assets available
for Plan benefits $ 17,938,038 $ 7,431,330 $ 3,520,552 $ 944,726 $ 2,178,627 $ 2,898,970
==============================================================================================================================
</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, 1996
<TABLE>
<CAPTION>
PARTICIPATED DIRECTED
------------------------------------------------------------------------------------
STOCK INCOME EQUITY GROWTH BALANCED
TOTAL FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments as 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 for 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 availables
for Plan benefits $ 293,899,296 $ 129,249,419 $ 51,539,958 $ 40,259,806 $ 30,386,972 $ 16,001,229
===================================================================================================================================
* * * * *
<CAPTION>
PARTICIPATED DIRECTED
-----------------------------------------------------------------------------------
HORIZON
AIM ---------------------------------------------
LOAN CONSTELLATION TEMPLETON SHORT MEDIUM LONG
FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments as 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 for 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 availables
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> 6
DOVER CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
-----------------------------------------------------------------------------
STOCK INCOME EQUITY GROWTH
TOTAL FUND FUND FUND FUND
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Investment Income:
Interest $ 1,269,322 $ 6,806 $ 4,824 $ 11,413 $ 5,841
Dividends 15,909,378 1,884,726 -- 7,125,891 3,027,766
Net appreciation (depreciation)
in fair value of investments 69,713,169 57,766,603 3,059,117 3,188,664 4,793,384
------------- ------------- ------------- ------------- -------------
86,891,869 59,658,135 3,063,941 10,325,968 7,826,991
------------- ------------- ------------- ------------- -------------
Contributions:
Employees 23,920,188 8,076,194 3,695,839 3,328,208 3,940,355
Employer 8,207,682 8,207,682 -- -- --
------------- ------------- ------------- ------------- -------------
32,127,870 16,283,876 3,695,839 3,328,208 3,940,355
------------- ------------- ------------- ------------- -------------
Net loans to participants -- (1,885,565) (763,288) (600,403) (343,577)
Interfund transfers -- 3,827,907 (2,222,865) (1,262,083) (190,296)
Plan merger 3,632,915 308,552 1,215,568 1,206,458 255,258
Rollovers 1,141,663 432,009 59,731 123,743 293,748
Distribution to participants (17,596,070) (6,661,704) (4,952,204) (2,088,025) (1,534,479)
------------- ------------- ------------- ------------- -------------
Increase in net assets ------------- ------------- ------------- ------------- -------------
available for plan benefits 106,198,247 71,963,210 96,722 11,033,866 10,248,000
Net assets available for plan benefits
Beginning of period 293,899,296 129,249,419 51,539,958 40,259,806 30,386,972
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- -------------
End of period $ 400,097,543 $ 201,212,629 $ 51,636,680 $ 51,293,672 $ 40,634,972
============= ============= ============= ============= =============
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
-----------------------------------------------------------------------------
AIM HORIZON
BALANCED LOAN CONSTELLATION TEMPLETON SHORT
FUND FUND FUND FUND FUND
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Investment Income:
Interest $ 3,843 $ 1,239,362 $ (2,011) $ (791) $ (85)
Dividends 2,929,403 -- 522,289 419,303 --
Net appreciation (depreciation)
in fair value of investments 265,308 -- 203,024 (243,909) 101,666
------------- ------------- ------------- ------------- -------------
3,198,554 1,239,362 723,302 174,603 101,581
------------- ------------- ------------- ------------- -------------
Contributions:
Employees 1,696,590 -- 1,272,523 626,221 189,561
Employer -- -- -- -- --
------------- ------------- ------------- ------------- -------------
1,696,590 -- 1,272,523 626,221 189,561
------------- ------------- ------------- ------------- -------------
Net loans to participants (223,779) 3,902,817 (43,333) (15,399) (5,679)
Interfund transfers (29,161) (1,246,286) 71,010 439,595 170,153
Plan merger 419,828 17,299 69,421 88,605 12,507
Rollovers 19,263 -- 64,745 37,175 1,175
Distribution to participants (675,177) (1,072,623) (213,403) (94,523) (167,806)
------------- ------------- ------------- ------------- -------------
Increase in net assets ------------- ------------- ------------- ------------- -------------
available for plan benefits 4,406,118 2,840,569 1,944,265 1,256,277 301,492
Net assets available for plan benefits
Beginning of period 16,001,229 15,097,469 5,487,065 2,264,275 643,234
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- -------------
End of period $ 20,407,347 $ 17,938,038 $ 7,431,330 $ 3,520,552 $ 944,726
============= ============= ============= ============= =============
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
-----------------------------
HORIZON
MEDIUM LONG
FUND FUND
------------- -------------
<S> <C> <C>
Investment Income:
Interest $ 86 $ 34
Dividends -- --
Net appreciation (depreciation)
in fair value of investments 214,973 364,339
------------- -------------
215,059 364,373
------------- -------------
Contributions:
Employees 397,595 697,102
Employer -- --
------------- -------------
397,595 697,102
------------- -------------
Net loans to participants 898 (22,692)
Interfund transfers 317,101 124,925
Plan merger 13,619 25,800
Rollovers 13,522 96,552
Distribution to participants (10,738) (125,388)
------------- -------------
Increase in net assets ------------- -------------
available for plan benefits 947,056 1,160,672
Net assets available for plan benefits
Beginning of period 1,231,571 1,738,298
------------- -------------
------------- -------------
End of period $ 2,178,627 $ 2,898,970
============= =============
</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, 1996
<TABLE>
<CAPTION>
PARTICIPATED DIRECTED
-----------------------------------------------------------------------------
STOCK INCOME EQUITY GROWTH
TOTAL FUND FUND FUND FUND
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Investment Income:
Interest $ 4,256,888 $ 436,329 $ 2,499,115 $ 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 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>
PARTICIPATED DIRECTED
------------------------------------------------------------------------------
AIM HORIZON
BALANCED LOAN CONSTELLATION TEMPLETON SHORT
FUND FUND FUND FUND FUND
------------- ------------- ------------- ------------- -------------
<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 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>
PARTICIPATED DIRECTED
-------------------------------
HORIZON
-----------------------------
MEDIUM LONG
FUND FUND
------------- -------------
<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 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> 8
(1) Summary of Significant Accounting Policies
(a) Basis of 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
American Express Financial Advisors (the "Trustee") has been
granted discretionary authority to purchase and sell
securities.
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 five new funds include:
- 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.
- 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
<PAGE> 9
- 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.
(f) Other
The Plan presents in the Statement of Changes in Net Assets
the net appreciation (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.
<PAGE> 10
The Plan is a defined contribution plan established to encourage and
facilitate systematic retirement 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.
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>
<PAGE> 11
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 has 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 has 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 has 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
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.
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.
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.
<PAGE> 12
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.
(7) Subsequent Events
On January 1, 1998 assets amounting to $421,161 were merged into the
Plan from the Randell Arizona Retirement Plan #1. Randell Arizona is a
wholly owned subsidiary of Dover Corporation. Randell Arizona employees
began participating in the Plan on January 1, 1998.
On February 1, 1998 assets amounting to $10,891,978 were merged into
the Plan from the Pathway Bellows, Inc Employee Savings Plan. Pathway
Bellows is a wholly owned subsidiary of Dover Corporation. Pathway
Bellows employees began participating in the Plan on February 1, 1998.
On May 7, 1998 Dover Corporation announced a plan to spin-off its
worldwide elevator business to Dover Corporation's stockholders. The
spin-off would result in the worldwide elevator business operating as a
stand-alone publicly traded company. (Dover Elevator, Inc.) The
spin-off is subject to the receipt of a ruling from the Internal
Revenue Service that the transaction will be tax free to Dover
Corporation's stockholders. Dover Elevator, Inc. employees had
approximately $78 million invested in the Plan at December 31, 1997.
This represents approximately 19.5% of total plan assets. Dover
Elevator, Inc. currently intends to establish a plan similar to if not
exactly like the Dover Plan. Both companies are currently evaluating
and developing a spin-off action plan. No formal action plan has been
developed.
<PAGE> 13
DOVER CORPORATION RETIREMENT SAVINGS PLAN
EIN: 53-0257888 PN: 030
SCHEDULE G
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
(a) (b) (c)
Description of investment, including
Identity of issuer, borrower, maturity date, rate of interest, collateral,
lessor or similar party par or maturity value
<S> <C>
Equity Funds:
* American Express Financial Advisors Stock Fund, 5,497,601 shares
* American Express Financial Advisors Equity Fund, 4,835,687 shares
* American Express Financial Advisors Growth Fund,(New Dimensions) 1,703,545 shares
* American Express Financial Advisors Templeton Fund, 353,824 shares
* American Express Financial Advisors Aim Constellation, 282,224 shares
Other Funds:
* American Express Financial Advisors Balance Fund, (IDS Mutual Fund Y)1,490,123 shares
* American Express Financial Advisors Income Fund, 2,955,611 shares
* American Express Financial Advisors Long-Term Horizon, 159,582 shares
* American Express Financial Advisors Medium-Term Horizon, 132,158 shares
* American Express Financial Advisors Short-Term Horizon, 66,255 shares
Loans:
* Plan Participant Loan Fund, Interest rate varies from
6% to 8%
</TABLE>
<TABLE>
<CAPTION>
(a) (b) (d) (e)
Identity of issuer, borrower, Current
lessor or similar party Cost value
<S> <C> <C>
Equity Funds:
* American Express Financial Advisors 79,327,949 201,338,374
* American Express Financial Advisors 48,942,456 51,409,627
* American Express Financial Advisors 33,697,336 40,649,981
* American Express Financial Advisors 3,701,822 3,520,552
* American Express Financial Advisors 7,289,481 7,445,056
Other Funds:
* American Express Financial Advisors 20,158,121 20,456,412
* American Express Financial Advisors 47,601,308 51,409,898
* American Express Financial Advisors 2,500,377 2,898,970
* American Express Financial Advisors 1,905,468 2,178,627
* American Express Financial Advisors 862,557 944,726
Loans:
* Plan Participant 0 17,938,038
</TABLE>
* Denotes party-in-interest
<PAGE> 14
DOVER CORPORATION RETIREMENT SAVINGS PLAN
EIN: 53-0257888 PN: 030
SCHEDULE G
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e) (f)
Expenses
Identity of Purchase Selling Lease Incurred with
Party Involved Description Price Price Rental Transaction
<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 III:
Series of transactions in securities
in excess of five percent of current
value of plan assets:
Dover Corporation Stock Stock Fund*
Purchases, 60 transactions 21,774,219
Sales, 36 transactions 6,556,327
American Express Financial Advisors - Money Market Fund I Stock Fund*
Purchases, 198 transactions 39,516,201
Sales, 146 transactions 38,775,542
American Express Financial Advisors - New Dimensions Growth Fund
Purchases, 246 transactions 10,301,526
Sales, 111 transactions 4,747,310
American Express Financial Advisors - IDS Stock Fund Equity Fund
Purchases, 231 transactions 11,779,653
Sales, 135 transactions 4,127,477
American Express Financial Advisors - Income Fund II Income Fund
Purchases, 105 transactions 21,243,883
Sales, 141 transactions 24,824,929
TOTALS 104,615,482 79,031,585
</TABLE>
<TABLE>
<CAPTION>
(a) (g) (h) (i)
Identity of Cost of Current Net Gain
Party Involved Asset Value 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 16,964,575 16,964,575 0
Reporting Criterion III:
Series of transactions in securities
in excess of five percent of current
value of plan assets:
Dover Corporation Stock
Purchases, 60 transactions
Sales, 36 transactions 934,268
American Express Financial Advisors - Money Market Fund I
Purchases, 198 transactions
Sales, 146 transactions 0
American Express Financial Advisors - New Dimensions
Purchases, 246 transactions
Sales, 111 transactions 517,897
American Express Financial Advisors - IDS Stock Fund
Purchases, 231 transactions
Sales, 135 transactions 389,563
American Express Financial Advisors - Income Fund II
Purchases, 105 transactions
Sales, 141 transactions 698,217
TOTALS 2,539,945
</TABLE>
* Note the Stock Fund is comprised of the Money Market Fund and Dover
Corporation Stock
Reporting Criterion IV:
Single transactions with one broker that exceeds five percent of current value
of plan assets:
NONE
<PAGE> 15
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: Sept 15, 1998 By: /s/ Robert G. Kuhbach
-----------------------
Robert G. Kuhbach, Vice President
and Secretary
and Member Pension Committee
(Plan Administrator)
