<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, 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 17,853,921 -- -- -- -- --
Employer contributions
receivable (7,752) (7,752) -- -- -- --
-------------------------------------------------------------------------------------------------
Total Assets $400,013,885 $201,338,374 $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 $400,013,885 $201,213,088 $51,636,680 $51,293,672 $40,634,972 $20,407,347
=================================================================================================
* * * * *
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
------------------------------------------------------------------------------------------------
HORIZON
AIM ---------------------------------------------
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 17,853,921 -- -- -- -- --
Employer contributions
receivable -- -- -- -- -- --
------------------------------------------------------------------------------------------------
Total Assets $17,853,921 $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 $17,853,921 $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 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 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
=================================================================================================
* * * * *
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
------------------------------------------------------------------------------------------------
HORIZON
AIM ---------------------------------------------
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 -- 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 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>
Participant Directed
-----------------------------------------------------------------------------------
Stock Income Equity Growth Balanced
Total Fund Fund Fund Fund Fund
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment Income:
Interest $ 1,269,322 $ 6,806 $ 4,824 $ 11,413 $ 5,841 $ 3,843
Dividends 15,909,378 1,884,726 - 7,125,891 3,027,766 2,929,403
Net appreciation (depreciation)
in fair value of investments 69,713,169 57,766,603 3,059,117 3,188,664 4,793,384 265,308
------------ ------------ ----------- ----------- ----------- -----------
86,891,869 59,658,135 3,063,941 10,325,968 7,826,991 3,198,554
------------ ------------ ----------- ----------- ----------- -----------
Contributions:
Employees 23,920,188 8,076,194 3,695,839 3,328,208 3,940,355 1,696,590
Employer 8,207,682 8,207,682 - - - -
------------ ------------ ----------- ----------- ----------- -----------
32,127,870 16,283,876 3,695,839 3,328,208 3,940,355 1,696,590
------------ ------------ ----------- ----------- ----------- -----------
Net loans to participants - (1,885,565) (763,288) (600,403) (343,577) (223,779)
Interfund transfers - 3,827,907 (2,222,865) (1,262,083) (190,296) (29,161)
Plan merger 3,632,915 308,552 1,215,568 1,206,458 255,258 419,828
Rollovers 1,141,663 432,009 59,731 123,743 293,748 19,263
Distribution to participants (17,596,070) (6,661,704) (4,952,204) (2,088,025) (1,534,479) (675,177)
------------ ------------ ----------- ----------- ----------- -----------
------------ ------------ ----------- ----------- ----------- -----------
Increase in net assets
available for plan benefits 106,198,247 71,963,210 96,722 11,033,866 10,248,000 4,406,118
Net assets available for
plan benefits
Beginning of period 293,899,296 129,249,419 51,539,958 40,259,806 30,386,972 16,001,229
------------ ------------ ----------- ----------- ----------- -----------
------------ ------------ ----------- ----------- ----------- -----------
End of period $400,097,543 $201,212,629 $51,636,680 $51,293,672 $40,634,972 $20,407,347
============ ============ =========== =========== =========== ===========
</TABLE>
<TABLE>
Participant Directed
-------------------------------------------------------------------------------------
Horizon
AIM ----------------------------------------
Loan Constellation Templeton Short Medium Long
Fund Fund Fund Fund Fund Fund
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment Income:
Interest $ 1,239,362 $ (2,011) $ (791) $ (85) $ 86 $ 34
Dividends - 522,289 419,303 - - -
Net appreciation (depreciation)
in fair value of investments - 203,024 (243,909) 101,666 214,973 364,339
----------- ---------- ---------- ---------- ---------- ----------
$ 1,239,362 723,302 174,603 101,581 215,059 364,373
----------- ---------- ---------- ---------- ---------- ----------
Contributions:
Employees - 1,272,523 626,221 189,561 397,595 697,102
Employer - - - - - -
----------- ---------- ---------- ---------- ---------- ----------
- 1,272,523 626,221 189,561 397,595 697,102
----------- ---------- ---------- ---------- ---------- ----------
Net loans to participants 3,902,817 (43,333) (15,399) (5,679) 898 (22,692)
Interfund transfers (1,246,286) 71,010 439,595 170,153 317,101 124,925
Plan merger 17,299 69,421 88,605 12,507 13,619 25,800
Rollovers - 64,745 37,175 1,175 13,522 96,552
Distribution to participants (1,072,623) (213,403) (94,523) (167,806) (10,738) (125,388)
----------- ---------- ---------- ---------- ---------- ----------
----------- ---------- ---------- ---------- ---------- ----------
Increase in net assets
available for plan benefits 2,840,569 1,944,265 1,256,277 301,492 947,056 1,160,672
Net assets available for
plan benefits
Beginning of period 15,097,469 5,487,065 2,264,275 643,234 1,231,571 1,738,298
----------- ---------- ---------- ---------- ---------- ----------
----------- ---------- ---------- ---------- ---------- ----------
End of period $17,938,038 $7,431,330 $3,520,552 $ 944,726 $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>
PARTICIPATED DIRECTED
-----------------------------------------------------------------------------------
STOCK INCOME EQUITY GROWTH BALANCED
TOTAL FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
Investment Income:
Interest $ 4,256,888 $ 436,329 $ 2,499,115 $ 299,795 $ 34,818 $ 7,295
Dividends 7,219,046 1,611,025 - 2,663,250 1,162,526 1,521,895
Net appreciation (depreciation)
in fair value of investments 43,130,295 33,669,224 448,496 3,762,841 4,348,791 436,960
------------ ------------ ----------- ----------- ----------- -----------
54,606,229 35,716,578 2,947,611 6,725,886 5,546,135 1,966,150
------------ ------------ ----------- ----------- ----------- -----------
Contributions:
Employees 18,648,382 6,310,018 3,685,258 3,017,199 3,185,475 1,468,131
Employer 6,624,464 6,624,464 - - - -
------------ ------------ ----------- ----------- ----------- -----------
25,272,846 12,934,482 3,685,258 3,017,199 3,185,475 1,468,131
------------ ------------ ----------- ----------- ----------- -----------
Net loans to participants - (1,648,271) (1,225,141) (742,695) (440,209) (291,206)
Interfund transfers - (5,311,626) (948,170) (3,719,182) 2,553,308 (1,441,595)
Plan merger 21,007,328 1,807,063 9,546,093 7,355,086 1,483,311 603,887
Rollovers 1,082,669 277,029 241,903 119,889 236,611 83,846
Distributions to participants (17,659,927) (5,787,028) (5,792,481) (2,237,764) (1,262,719) (1,572,452)
------------ ------------ ----------- ----------- ----------- -----------
------------ ------------ ----------- ----------- ----------- -----------
Increase in net assets
available for plan benefits 84,309,145 37,988,227 8,455,073 10,518,419 11,301,912 816,761
------------ ------------ ----------- ----------- ----------- -----------
Net assets available for
plan benefits
Beginning of period 209,590,151 91,261,192 43,084,885 29,741,387 19,085,060 15,184,468
End of period $293,899,296 $129,249,419 $51,539,958 $40,259,806 $30,386,972 $16,001,229
============ ============ =========== =========== =========== ===========
</TABLE>
<TABLE>
PARTICIPATED DIRECTED
-------------------------------------------------------------------------------------
HORIZON
AIM ----------------------------------------
LOAN CONSTELLATION TEMPLETON SHORT MEDIUM LONG
FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
Investment Income:
Interest $ 979,310 $ 271 $ (158) $ 31 $ (131) $ 213
Dividends - 180,310 80,040 - - -
Net appreciation (depreciation)
in fair value of investments - 114,641 105,119 32,620 84,779 126,824
----------- ---------- ---------- ---------- ---------- ----------
979,310 295,222 185,001 32,651 84,648 127,037
----------- ---------- ---------- ---------- ---------- ----------
Contributions:
Employees - 475,863 167,352 43,874 122,645 172,567
Employer - - - - - -
----------- ---------- ---------- ---------- ---------- ----------
- 475,863 167,352 43,874 122,645 172,567
----------- ---------- ---------- ---------- ---------- ----------
Net loans to participants 4,424,559 (22,485) (13,858) 1,318 (19,225) (22,787)
Interfund transfers (979,310) 4,721,447 1,953,324 598,534 1,139,235 1,434,035
Plan merger 66,377 61,934 80,636 - 1,868 1,073
Rollovers - 58,154 31,460 1,837 5,416 26,524
Distributions to participants (626,626) (103,070) (139,640) (34,980) (103,016) (151)
----------- ---------- ---------- ---------- ---------- ----------
----------- ---------- ---------- ---------- ---------- ----------
Increase in net assets
available for plan benefits 3,864,310 5,487,065 2,264,275 643,234 1,231,571 1,738,298
----------- ---------- ---------- ---------- ---------- ----------
Net assets available for
plan benefits
Beginning of period 11,233,159 - - - - -
End of period $15,097,469 $5,487,065 $2,264,275 $ 643,234 $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
SCHEDULE I
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Description of investment, including
Identity of issuer, borrower, lessor maturity date, rate of interest, collateral,
or similar party par or maturity value Cost Current Value
<S> <C> <C> <C>
Equity Funds:
* American Express Financial Advisors Stock Fund, 5,497,601 shares $79,327,949 $201,338,374
* American Express Financial Advisors Equity Fund, 4,835,687 shares 48,942,456 51,409,627
* American Express Financial Advisors Growth Fund, (New Dimensions) 1,703,545 shares 33,697,336 40,649,981
* American Express Financial Advisors Templeton Fund, 353,824 shares 3,701,822 3,520,552
* American Express Financial Advisors Aim Constellation, 282,224 shares 7,289,481 7,445,056
Other Funds:
* American Express Financial Advisors Balance Fund, (IDS) Mutual Fund Y) 1,490,123 shares 20,158,121 20,456,412
* American Express Financial Advisors Income Fund, 2,955,611 shares 47,601,308 51,409,898
* American Express Financial Advisors Long-Term Horizon, 159,582 shares 2,500,377 2,898,970
* American Express Financial Advisors Medium-Term Horizon, 132,158 shares 1,905,468 2,178,627
* American Express Financial Advisors Short-Term Horizon, 66,255 shares 862,557 944,726
Loans:
Plan Participant Loan Fund, Interest rate varies from 0 17,853,921
6% to 8%
</TABLE>
* Denotes party-in-interest.
<PAGE> 14
DOVER CORPORATION RETIREMENT SAVINGS PLAN
SCHEDULE II
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e) (f)
Expenses
Incurred with
Purchase Selling Price Transaction
Identity of Party Involved Description Price Lease 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 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 $6,556,827
American Express Financial Advisors- Stock Fund*
Money Market Fund
Purchases, 198 transactions 39,516,201
Sales, 146 transactions 38,775,542
American Express Financial Advisors - Growth Fund
New Dimensions
Purchases, 246 transactions 10,301,526
Sales, 111 transactions 4,747,310
American Express Financial Advisors - Equity Fund
IDS Stock Fund
Purchases, 231 transactions 11,779,653
Sales, 135 transactions 4,127,477
American Express Financial Advisors - Income Fund
Income Fund II
Purchases, 105 transactions 21,243,883
Sales, 141 transactions 24,824,929
Totals 104,615,482 79,031,585
Reporting Criterion IV:
Single transactions with one broker that
exceeds five percent of current value of plan
assets:
NONE
<CAPTION>
(a) (g) (h) (i)
Cost of Asset Current Value Net
Identity of Party Involved 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 $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
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
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> 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: June 25, 1998 By: /s/ Robert G. Kuhbach
-----------------------
Robert G. Kuhbach, Vice President
and Secretary
and Member Pension Committee
(Plan Administrator)
