<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For three months ended September 30, 1998 Commission File No. 1-4018
DOVER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 53-0257888
(State of Incorporation) (I.R.S. Employer Identification No.)
280 Park Avenue, New York, NY 10017
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 922-1640
Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
--- ---
The number of shares outstanding of the Registrant's common stock as of the
close of the period covered by this report was 222,497,312.
<PAGE> 2
PART. I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DOVER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EARNINGS
Three Months Ended September 30,
(000 omitted)
<TABLE>
<CAPTION>
UNAUDITED
1998 1997
----------- -----------
<S> <C> <C>
Net sales $ 1,231,213 $ 1,163,744
Cost of sales 809,425 760,246
----------- -----------
Gross profit 421,788 403,498
Selling & administrative expenses 266,568 234,742
----------- -----------
Operating profit 155,220 168,756
----------- -----------
Other deductions (income):
Interest expense 17,625 11,654
Interest income (1,259) (2,300)
Foreign exchange (268) 655
Gain on dispositions -- --
All other, net (2,287) (2,287)
----------- -----------
Total 13,811 7,722
----------- -----------
Earnings before taxes on earnings 141,409 161,034
Federal & other taxes on earnings 47,437 59,278
----------- -----------
Net earnings $ 93,972 $ 101,756
=========== ===========
Net earnings per common share
- Basic $0.42 $0.46
=========== ===========
- Diluted $0.42 $0.44
=========== ===========
</TABLE>
CONSOLIDATED STATEMENT OF COMPREHENSIVE EARNINGS
Three Months Ended September 30,
(000 omitted)
<TABLE>
<CAPTION>
UNAUDITED
1998 1997
----------- -----------
<S> <C> <C>
Net earnings $ 93,972 $ 101,756
----------- -----------
Other comprehensive earnings, net of tax:
Foreign currency translation adjustments 15,809 (7,683)
Less: reclassification adjustment for adjustments
included in net earnings (10) (24)
----------- -----------
Total foreign currency translation adjustments 15,819 (7,659)
----------- -----------
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during period 4 1,687
Less: reclassification adjustment for gains (losses)
included in net earnings 10 3
----------- -----------
Total unrealized gains (losses) on securities
(tax $(4) in 1998) (6) 1,684
----------- -----------
Other comprehensive earnings 15,813 (5,975)
----------- -----------
Comprehensive earnings $ 109,785 $ 95,781
=========== ===========
</TABLE>
<PAGE> 3
DOVER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EARNINGS
Nine Months Ended September 30,
(000 omitted)
<TABLE>
<CAPTION>
UNAUDITED
1998 1997
----------- -----------
<S> <C> <C>
Net sales $3,614,904 $3,326,536
Cost of sales 2,377,105 2,190,096
---------- ----------
Gross profit 1,237,799 1,136,440
Selling & administrative expenses 782,698 695,344
---------- ----------
Operating profit 455,101 441,096
---------- ----------
Other deductions (income):
Interest expense 43,587 34,681
Interest income (13,510) (8,159)
Foreign exchange 1,952 (6,448)
Gain on dispositions --- (32,171)
All other, net (6,944) (12,940)
---------- ----------
Total 25,085 (25,037)
---------- ----------
Earnings before taxes on earnings 430,016 466,133
Federal & other taxes on earnings 145,995 160,962
---------- ----------
Net earnings $ 284,021 $ 305,171
========== ==========
Net earnings per common share
- Basic $1.27 $1.37
========== ==========
- Diluted $1.27 $1.34
========== ==========
Weighted average number of common shares
outstanding durin the period
- Basic 223,028 223,403
========== ==========
- Diluted 224,440 227,060
========== ==========
</TABLE>
CONSOLIDATED STATEMENT OF COMPREHENSIVE EARNINGS
Nine Months Ended September 30,
(000 omitted)
<TABLE>
<CAPTION>
UNAUDITED
1998 1997
----------- -----------
<S> <C> <C>
Net earnings $ 284,021 $ 305,171
---------- ----------
Other comprehensive earnings, net of tax:
Foreign currency translation adjustments 14,591 (38,017)
Less: reclassification adjustment for
adjustments included in net earnings (496) (3,983)
---------- ----------
Total foreign currency translation adjustments 15,087 (34,034)
---------- ----------
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during period (23) 1,448
Less: reclassification adjustment for gains (losses)
included in net earnings 5,723 7
---------- ----------
Total unrealized gains on securities (tax $24 in 1998) (5,746) 1,441
---------- ----------
Other comprehensive earnings 9,341 (32,593)
---------- ----------
Comprehensive earnings $ 293,362 $ 272,578
---------- ----------
</TABLE>
<PAGE> 4
DOVER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
Nine Months Ended September 30,
(000 omitted)
<TABLE>
<CAPTION>
UNAUDITED
1998 1997
---------- ----------
<S> <C> <C>
Retained earnings at January 1 $1,703,336 $1,470,009
Net earnings 284,021 305,171
---------- ----------
1,987,357 1,775,180
Deduct:
Common stock cash dividends
$0.295 per share ($0.265 in 1997) 65,830 59,204
---------- ----------
Retained earnings at end of period $1,921,527 $1,715,976
========== ==========
</TABLE>
<PAGE> 5
DOVER CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(000 omitted)
<TABLE>
<CAPTION>
UNAUDITED
September 30, 1998 December 31, 1997
------------------ -----------------
<S> <C> <C>
Assets:
- -------
Current assets:
Cash & cash equivalents $ 92,327 $ 124,780
Marketable securities -- 21,929
Receivables, net of allowance for doubtful accounts 852,903 818,293
Inventories 664,860 562,830
Prepaid expenses 67,440 63,513
---------- ----------
Total current assets 1,677,530 1,591,345
---------- ----------
Property, plant & equipment (at cost) 1,409,151 1,262,288
Accumulated depreciation (775,064) (691,709)
---------- ----------
Net property, plant & equipment 634,087 570,579
---------- ----------
Intangible assets, net of amortization 1,473,616 1,068,310
Other intangible assets 10,368 10,368
Deferred charges & other assets 52,548 36,922
---------- ----------
$3,848,149 $3,277,524
========== ==========
Liabilities:
- ------------
Current liabilities:
Notes payable $ 437,988 $ 435,920
Current maturities of long-term debt 861 897
Accounts payable 208,139 226,936
Accrued compensation & employee benefits 161,588 158,815
Accrued insurance 120,915 107,818
Other accrued expenses 267,688 241,581
Income taxes 1,226 24,606
---------- ----------
Total current liabilities 1,198,405 1,196,573
---------- ----------
Long-term debt 611,310 262,630
Deferred taxes 40,149 40,458
Deferred compensation 81,069 74,279
Stockholders' equity:
- ---------------------
Preferred stock -- --
Common stock 235,492 234,507
Additional paid-in surplus 17,149 658
Cumulative translation adjustments (22,808) (37,895)
Unrealized holding gains (losses) 44 5,790
---------- ----------
Accumulated other comprehensive earnings (22,764) (32,105)
---------- ----------
Retained earnings 1,921,527 1,703,336
---------- ----------
Subtotal 2,151,404 1,906,396
Less: treasury stock 234,188 202,812
---------- ----------
1,917,216 1,703,584
---------- ----------
$3,848,149 $3,277,524
========== ==========
</TABLE>
<PAGE> 6
DOVER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
NINE MONTHS ENDED SEPTEMBER 30,
(000 omitted)
<TABLE>
<CAPTION>
UNAUDITED
1998 1997
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 284,021 $ 305,171
--------- ---------
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation 90,712 76,721
Amortization 42,501 31,307
Net increase (decrease) in deferred taxes (1,573) (16,194)
Net increase (decrease) in LIFO reserves 1,618 1,229
Increase (decrease) in deferred compensation 6,790 10,569
Gain on sale of business -- (32,171)
Other, net 2,300 (2,484)
Changes in assets & liabilities (excluding acquisitions):
Decrease (increase) in accounts receivable (6,999) (100,057)
Decrease (increase) in inventories, excluding LIFO reserve (57,059) (16,979)
Decrease (increase) in prepaid expenses (2,375) (3,432)
Increase (decrease) in accounts payable (28,954) 11,619
Increase (decrease) in accrued expenses 31,346 32,630
Increase (decrease) in federal & other taxes on income (26,747) 1,186
--------- ---------
Total adjustments 51,560 (6,056)
--------- ---------
Net cash provided by operating activities 335,581 299,115
--------- ---------
Cash flows from (used in) investing activities:
Net sale (purchase) of marketable securities 16,540 (3,400)
Additions to property, plant & equipment (116,298) (98,952)
Acquisitions, net of cash & cash equivalents (527,912) (176,123)
Proceeds from sale of business -- 45,638
Purchase of treasury stock (31,376) (86,164)
--------- ---------
Net cash from (used in) investing activities (659,046) (319,001)
--------- ---------
Cash flows from (used in) financing activities:
Increase (decrease) in notes payable 1,941 29,248
Increase (decrease) in long-term debt 347,766 174
Proceeds from exercise of stock options 7,135 5,333
Cash dividends to stockholders (65,830) (59,203)
--------- ---------
Net cash from (used in) financing activities 291,012 (24,448)
--------- ---------
Net increase (decrease) in cash & cash equivalents (32,453) (44,334)
Cash & cash equivalents at beginning of period 124,780 199,955
--------- ---------
Cash & cash equivalents at end of period $ 92,327 $ 155,621
========= =========
</TABLE>
<PAGE> 7
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
NOTE A - Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and therefore do not
include all information and footnotes necessary for a fair presentation of
financial position, results of operations, and changes in financial position in
conformity with generally accepted accounting principles. In the opinion of the
Company, all adjustments, consisting only of normal recurring items necessary
for a fair presentation of the operating results have been made. The results of
operations of any interim period are subject to year-end audit and adjustments,
and are not necessarily indicative of the results of operations for the fiscal
year.
NOTE B - Inventory
Inventories, by components, are summarized as follows:
<TABLE>
<CAPTION>
(000 omitted)
--------------------------------
UNAUDITED
September 30, December 31,
1998 1997
------------- ------------
<S> <C> <C>
Raw materials $266,972 $228,128
Work in progress 227,764 194,638
Finished goods 218,140 186,462
-------- --------
Total 712,876 609,228
Less LIFO reserve 48,016 46,398
-------- --------
Net amount per balance sheet $664,860 $562,830
======== ========
</TABLE>
NOTE C - Accumulated other Comprehensive Earnings
In June 1997, the Financial Accounting Standards Board issued Statement
Financial Accounting Standards No. 130, "Reporting Comprehensive Income". This
statement is effective for financial statements issued for periods beginning
after December 15, 1997, including interim periods. This new statement requires
that more detail, on certain balance sheet information (cumulating translation
adjustments and unrealized holding gains), be included in two separate
disclosures. a) Consolidated statement of comprehensive earnings included with
financial statements. b) Accumulated other comprehensive earnings by components
reconciled from beginning of period to the end (see below). More information on
these items can be found in the 1997 Annual Report footnotes 1. A. and J.
Accumulated other comprehensive earnings, by components are summarized as
follows:
<TABLE>
<CAPTION>
UNAUDITED (000 omitted)
--------------------------------------------------
Accumulated
Other Unrealized
Comprehensive Cumulative Holding
Earnings Translation Gains
(losses) Adjustments (losses)
------------ ----------- ----------
<S> <C> <C> <C>
Beginning balance $(32,105) $(37,895) $ 5,790
Current-period change 9,341 15,087 (5,746)
-------- -------- --------
Ending balance $(22,764) $(22,808) $ 44
======== ======== ========
</TABLE>
<PAGE> 8
NOTE D - Additional Information
For a more adequate understanding of the Company's financial position
operating results, business properties and other matters, reference is made to
the Company's Annual Report on Form 10-K which was filed with the Securities and
Exchange Commission on March 30, 1998.
Net earnings as reported was used in computing both basic EPS and
diluted EPS without further adjustment. The Company does not have a complex
capital structure; accordingly, the entire difference between basic weighted
average shares and diluted weighted average shares results from assumed stock
option exercise. The diluted EPS computation was made using the treasury stock
method.
In June 1998, the FASB issued statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities". Effective for all fiscal quarters of all fiscal years beginning
after June 15, 1999. The Company does not expect the statement to have a
significant effect on its current financial reporting and disclosure
requirements.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
(1) MATERIAL CHANGES IN CONSOLIDATED FINANCIAL CONDITION:
The Company's liquidity decreased during the first nine months of 1998
as compared to the position at December 31, 1997. First half acquisitions,
amounting to $529 million, was the principal reason for this decrease.
Working capital increased from $394.8 million at the end of last year
to $479.1 million at September 30, 1998.
The Company repurchased 998,800 of its own shares in the quarter at an
average price of $28.65. During the quarter, fourteen Corporate Officers and
Company Presidents exercised options to increase their personal holdings of
Dover by 327,000 shares. No acquisitions were completed during the quarter;
however, Dover is continuing to pursue acquisition opportunities and may
complete additional transactions before year-end. The year 1998 is already a
record year for acquisition investment at $529 million.
In May, Dover announced that it was pursuing a plan to spin-off the
Elevator business to Dover shareholders as a separate public company. Most
pieces of this plan are now in place and a ruling confirming the tax-free nature
of this spin-off is expected soon. However, Elevators' poor third quarter profit
performance and a stock market climate that is hostile to new equity issues have
caused Dover to revise its plan of accomplishing the spin before the end of
1998. The most likely timing for announcing a final spin date is after the
posting of full year results, possibly as early as the Dover Board Meeting
scheduled for February 4.
At September 30, 1998, net debt (defined as long-term debt plus current
maturities on long-term debt plus notes payable less cash and equivalents and
marketable securities) of $957.8 million represented 33.3% of total capital.
This compares with 24.5% at December 31, 1997.
The unexpectedly rapid acquisition pace at the end of the second
quarter resulted in an increase in Dover's net debt position. Dover expects that
free cash flow will adequately support further acquisition activity in the
fourth quarter of 1998.
(2) MATERIAL CHANGES IN RESULTS OF OPERATIONS:
The Company earned $.42 per (diluted) share in its third quarter ended
September 30, 1998, compared to $.44 per share in last year's third quarter. The
anticipated softness in the circuit board assembly and test equipment market and
an unexpected production problem in the Elevator segment prevented Dover from
establishing a new record for quarterly earnings.
<PAGE> 9
On a pro-forma basis, Dover's earnings per diluted share, excluding the
Elevator segment, were $.38 for the third quarters of both 1998 and 1997. Year
to date they are $1.09 for 1998 versus $1.03 in the prior year. Dover had
previously indicated that these per share figures were $1.43 for full year 1997
and $1.23 for full year 1996.
Three of Dover's five business segments achieved earnings gains:
Diversified - up 62% from a weak quarter in 1997; Industries - up 14%; and
Resources - up 8%. Each of these segments achieved record earnings. Their gains
were offset by a 36% drop in the Technologies sector and a 51% decline in
Elevator.
DOVER TECHNOLOGIES:
The $23 million decline in Technologies' profit was primarily due to
lower shipments by the four companies making circuit board assembly and test
equipment. Their combined sales drop was 24% from last year, as overcapacity
throughout the electronics industry continues to be a problem. However, this
quarter's .94 book-to-bill ratio and double-digit margins, and the bookings
consistency since the sharp decline in late 1997, are encouraging signs of a
"bottoming out" in this cyclical market. Technologies' industrial marking
business (Imaje) continued its double-digit earnings gains as strength in Europe
continued to offset the slow-down in Asia. While Imaje's products employ
sophisticated electronic technology, their customers are primarily consumer and
industrial product manufacturers. Food packages, beverage cans, pharmaceuticals
and cosmetics consume significant amounts of Imaje's proprietary products. The
mobile communications slowdown continued to impact the electronic components
portion of Technologies, offsetting the gain at Imaje. Technologies overall
book-to-bill was .94. Quarter-end backlog and the bookings trend within the
quarter indicate that profits may continue at present levels for the balance of
the year.
DOVER INDUSTRIES:
Dover Industries continued to set new profit records with a 14% gain
over last year. Most of the segments' twelve businesses achieved gains with
especially strong performances at Heil Trailer (petroleum and dry bulk trailers)
and Heil Environmental (refuse trucks). Both increased sales by more than 20%,
improved margins, and ended the quarter with good backlog positions.
Double-digit profit gains were also achieved in food service equipment (Groen
and Randell), food packaging (Tipper Tie), waste compactors (Marathon) and
welding equipment (DovaTech). Three companies producing automotive lifts,
touchless car wash equipment, and frame straightening equipment had mixed
results with combined sales of $50 million about flat with last year and profits
down 15%. Industries' book-to-bill was .95 overall, but orders generally
exceeded shipments except at Heil Trailer and Texas Hydraulics which have large
backlogs.
DOVER DIVERSIFIED:
Diversifieds' profits continued at the strong level of the second
quarter. The 62% gain from last year primarily reflects strong internal growth
and margin improvement at Hill-Phoenix (refrigeration and display cases for
supermarkets), Mark Andy (label printing machinery), and A-C Compressor (single
and multi-stage gas compressors) whose profits gained $8 million to a level
almost double last year. A strong, customer-driven shipping schedule for A-C's
large compressor systems was a factor in the third quarter comparisons, but
year-to-date earnings of these three businesses are up more than 60%.
Acquisitions since last year's third quarter accounted for half of Diversifieds'
32% sales gain and added over $5 million to profits (after acquisition
write-offs). The final quarter of 1998 is expected to be in line with third
quarter results, but won't reach the $42.6 million of prior year, which
benefited from strong year-end shipments at Belvac. Orders at Belvac have been
weak for the past 12 months and its backlog is only 15% of last years' level.
Overall, Diversified's book-to-bill was 1.0 for the quarter.
DOVER RESOURCES:
Dover Resources achieved its 8% profit gain despite a sharp decline at
its three oil field production equipment companies. Without this, the earnings
gain would have been over 20%. Cost cutting has allowed the oil field equipment
businesses to remain profitable despite a 44% drop in sales volume.
Ronningen-Petter and OPW-Fueling Components provided strong internal profit
growth while acquisitions made in the past 12 months added profits of $2.2
million (after acquisition costs) on sales of about $25 million. Wilden Pump,
Dover's largest acquisition (based on price paid) had a successful first
<PAGE> 10
quarter with Dover. Sales and earnings were above prior year with a 1.12
book-to-bill ratio. Resources' overall book-to-bill was .95. Resources has
earned between $30-$32 million in each of the past four quarters and is
positioned to do so again in the final quarter of this year.
DOVER ELEVATOR:
In the Elevator segment a July plant consolidation, that had been
planned since the fall of 1997, went seriously awry. July factory production
dropped to only half the monthly average of the second quarter. Corrective
action raised output levels close to normal by September, but extra factory
costs, and higher field construction costs due to shipment delays, depressed
profits which fell $13 million from prior year, or almost $.04 per Dover share.
Some recovery is expected in the fourth quarter, but there will be carry-over
effects in field construction and, possibly, continued above-normal factory
costs. These internal problems were particularly frustrating since the Elevator
market continues strong. Third quarter bookings for new elevators continued at
the rate of the first half and were 9% ahead of prior year.
OUTLOOK:
Thomas L. Reece, Dovers President and CEO said, "Elevator's third
quarter results, while clearly an aberration that will be corrected, are
disappointing to all of us - and especially to the people in our Elevator
business. However, the ability of Dover to do so well despite the cyclical
downturn in our circuit board assembly/test business, is very encouraging."
YEAR 2000:
Dover has taken action to assess the nature and extent of the work
required to make its systems, products, factories and infrastructure Year 2000
ready. Dover is approaching resolution of Year 2000 problems along two separate
tracks: (1) Corporate and Subsidiary Offices and Dover-wide information
systems. (2) Company-by-Company for each of Dover's 50 separate businesses.
Corrective action has been ongoing for several years to prepare its products
and its financial, information and other computer based systems for the Year
2000. Additionally, Dover is evaluating Year 2000 readiness of suppliers and
where critical suppliers are not Year 2000 ready, Dover will monitor their
progress and take appropriate actions.
At the corporate/subsidiary level, appropriate remediation has been completed
for telecommunications equipment, and computer equipment and critical systems.
Dover has a limited number of corporation-wide internal information systems.
While Dover does not consider these systems to be critical to the Company's
business, the Company believes they are Year 2000 compliant.
At the Company level, each of its 50 businesses has taken responsibility for
its own Year 2000 compliance and has assembled working groups to deal with
critIcal plant and office equipment; products, including " fixes " for any
previous product generations that are Year 2000 sensitive; software; and the
ability of critical suppliers to maintain deliveries. Critical systems are
defined as those systems that are most critical to the Company's business and
revenue or those that would have a severe impact on the business if not made
Year 2000 ready. Progress of the working groups is monitored by each company
President and reported to Subsidiary and Corporate management.
As of 9/30/98 each of the 50 companies has gone through a process to take an
inventory of critical systems, to make an assessment of Year 2000 readiness of
those systems, to perform necessary remediation including replacing or updating
existing systems as needed, and to perform appropriate Year 2000 testing. More
than two-thirds of Dover's 50 companies have completed these procedures. All
others have identified specific problems remaining and have action plans to
solve them by June 30, 1999. Further, the Company believes products of all of
these companies are either Year 2000 compliant or can be made so by customers,
using "fixes" already developed. Based on current progress and future plans,
Dover believes that the Year 2000 date change will not significantly affect
Dover's ability to deliver products and services to its customers on a timely
basis.
During 1997 and the first nine months of 1998 Dover and its companies spent
approximately $38 million and $30 million, respectively, on computer equipment,
software, and non-employee consultants. Most of these expenditures were for new
systems and improved functionality, but an undetermined amount also served to
meet Year 2000 compliance needs. Dover and its companies do not separately
track the internal cost incurred for the Y2K project, and that such costs are
principally the related payroll costs for its information systems group.
While no amount of preparation and testing can guarantee Year 2000 compliance,
Dover intends to complete its Year 2000 readiness during 1999, and does not
anticipate that expenditures to reach this goal will be material. Moreover, due
to the decentralized nature of the Company and the lack of reliance on shared or
"centralized" systems by its operating companies, Dover believes that any Year
2000 problems that might become evident after 1999 will not be material to
Dover. However, appropriate contingency plans will be developed in critical
areas if deemed necessary.
Dover believes it is taking the necessary steps to resolve Year 2000 issues.
However, given the uncertain consequences of failure to resolve significant year
2000 issues, there can be no assurance that any one or more such failures would
not have a material adverse effect on Dover. While the efforts will involve
additional costs, Dover believes, based on available information, that it will
be able to manage its total year 2000 transition without any material adverse
effect on its business operations, products or financial prospects. The actual
outcomes and results could be affected by future factors including, but not
limited to, the continued availability of skilled personnel, cost control, the
ability to locate and remediate software code problems, critical suppliers and
subcontractors meeting their commitments to be Year 2000 ready, and timely
actions by customers.
PART II OTHER INFORMATION
Item 4. Submission of Matters to Vote of Security Holders
The Annual Meeting of Stockholders was held in Wilmington, Delaware on
April 28, 1998. Stockholders representing 183,320,322 shares of common stock, or
approximately 80.2% of the outstanding stock, were present in person or by
proxy.
All of the nominees for director, namely David H. Benson, Magalen O.
Bryant, Jean-Pierre Ergas, Roderick J. Fleming. John F. Fort, James L. Koley,
John F. McNiff, John E. Pomeroy, Thomas L. Reece, and Gary L. Roubos were
elected directors for a one year term, each receiving at least 179,100,994
votes.
In addition, Management's proposal that the stockholders ratify and
approve the Dover Corporation Executive Officer Annual Incentive Plan was
approved as follows:
<TABLE>
<CAPTION>
For AGAINST
--- -------
<S> <C>
175,069,164 919,557
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(27) Financial Data Schedule. (EDGAR filing only)
(b) No reports on Form 8-K were filed this quarter.
<PAGE> 11
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DOVER CORPORATION
Date: Nov 13, 1998 /s/ John F. McNiff
----------------------------------------
John F. McNiff, Chief Financial Officer,
Vice President and Treasurer
Date: Nov 13, 1998 /s/ George F. Meserole
----------------------------------------
George F. Meserole, Chief Accounting
Officer, Vice President and Controller
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE DOVER
CORPORATION QUARTERLY REPORT TO STOCKHOLDERS FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUL-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 92,327
<SECURITIES> 0
<RECEIVABLES> 882,868
<ALLOWANCES> 29,965
<INVENTORY> 664,860
<CURRENT-ASSETS> 1,677,530
<PP&E> 1,409,151
<DEPRECIATION> (775,064)
<TOTAL-ASSETS> 3,848,149
<CURRENT-LIABILITIES> 1,198,405
<BONDS> 611,310
0
0
<COMMON> 235,492
<OTHER-SE> 1,681,724
<TOTAL-LIABILITY-AND-EQUITY> 3,848,149
<SALES> 3,614,904
<TOTAL-REVENUES> 3,614,904
<CGS> 2,377,105
<TOTAL-COSTS> 3,159,803
<OTHER-EXPENSES> 4,992
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 43,587
<INCOME-PRETAX> 430,016
<INCOME-TAX> 145,995
<INCOME-CONTINUING> 284,021
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 284,021
<EPS-PRIMARY> 1.27
<EPS-DILUTED> 1.27
</TABLE>
