<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, 1998
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, 1998 and 1997
Statements of Changes in Net Assets Available for Plan Benefits for the
years ended December 31, 1998 and December 31, 1997
Notes to Financial Statements
Supplemental Schedules:
Schedule I - Item 27a - Schedule of Assets held for investment purposes
as of December 31, 1998.
Schedule II - Item 27d - Schedule of Reportable Transactions for the
year ended December 31, 1998.
<PAGE> 3
Independent Accountants' Report
To the Participants and Administrator of
Dover Corporation Retirement Savings Plan:
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statements of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of the Dover Corporation Retirement Savings Plan (the "Plan") at
December 31, 1998 and 1997, and the changes in net assets available for plan
benefits for the years ended December 31, 1998 and 1997 in conformity with
generally accepted accounting principles. 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 of these statements in accordance with generally accepted auditing
standards which 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets Held
for Investment Purposes and Reportable Transactions 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 in the
statements of net assets available for plan benefits and the statement 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.
These supplemental schedules and fund information are the responsibility of the
Plan's management. The supplemental schedules and fund information 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.
PRICEWATERHOUSECOOPERS LLP
NEW YORK, NEW YORK
June 28, 1999
<PAGE> 4
DOVER CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1998
<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 $174,206,608 $174,206,608 $ -- $ -- $ -- $ --
Common stock funds 109,905,438 -- 48,787,201 48,344,197
Other funds 79,481,424 -- 50,088,140 -- -- 20,119,743
Notes receivable from employees 16,977,330 -- -- -- -- --
Employee Contributions receivables 1,180 383 263 212 207 8
Employer Contributions receivables 16,832 7,413 1,545 1,340 2,007 1,279
-----------------------------------------------------------------------------------
Total Assets $380,588,812 $174,214,404 $50,089,948 $48,788,753 $48,346,411 $20,121,030
===================================================================================
Net assets available -----------------------------------------------------------------------------------
for Plan benefits $380,588,812 $174,214,404 $50,089,948 $48,788,753 $48,346,411 $20,121,030
===================================================================================
* * * * *
</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 9,576,012 3,198,028
Other funds -- -- -- 1,892,180 2,791,695 4,589,666
Notes receivable from employees 16,977,330 -- -- -- -- --
Employee Contributions receivables -- 24 8 12 14 49
Employer Contributions receivables -- 1,250 432 378 554 634
------------------------------------------------------------------------------
Total Assets $16,977,330 $9,577,286 $3,198,468 $1,892,570 $2,792,263 $4,590,349
==============================================================================
Net assets available ------------------------------------------------------------------------------
for Plan benefits $16,977,330 $9,577,286 $3,198,468 $1,892,570 $2,792,263 $4,590,349
==============================================================================
</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, 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 40,649,961 --
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 $40,649,961 $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
=========================================================================================
* * * * *
</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 17,938,038 -- -- -- -- --
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 $7,431,930 $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> 6
DOVER CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
--------------------------------------------------------------------------
STOCK INCOME EQUITY GROWTH BALANCED
TOTAL FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
Investment Income:
Interest $ 2,086,498 $ 307,686 $ 153,414 $ 62,175 $ 83,559 $ 29,031
Dividends 12,797,407 2,187,014 -- 4,259,010 2,952,347 2,837,386
Net appreciation (depreciation)
in fair value of investments 9,904,346 (4,784,714) 3,138,841 3,638,446 7,635,773 (1,143,358)
-----------------------------------------------------------------------------------------
24,788,251 (2,290,013) 3,292,255 7,959,631 10,671,679 1,723,059
-----------------------------------------------------------------------------------------
Contributions:
Employees 24,875,352 9,317,204 3,283,473 3,019,585 4,094,230 1,367,436
Employers 9,126,224 9,126,224 -- -- -- --
-----------------------------------------------------------------------------------------
34,001,576 18,443,428 3,283,473 3,019,585 4,094,230 1,367,436
-----------------------------------------------------------------------------------------
Net loans to participants -- (1,151,988) (672,571) (397,494) (298,017) (277,905)
Interfund transfers (0) (463,745) 3,779,881 265,275 4,549,693 (137,679)
Plan Merger 23,947,338 2,387,421 8,776,184 4,075,845 4,310,316 2,634,587
Plan Spinoff (69,427,088) (34,384,149) (7,347,684) (10,752,622) (8,767,012) (3,026,337)
Plan Conversion (8,945,641) -- (3,607,078) (2,170,742) (2,726,695) (441,127)
Rollovers 1,899,306 365,448 557,097 78,328 464,715 49,130
Distributions (24,588,061) (10,145,011) (6,075,217) (2,860,431) (2,547,947) (1,807,407)
Increase (decrease) in net assets -----------------------------------------------------------------------------------------
available for plan benefits (19,508,731) (27,238,609) 1,986,340 (782,624) 9,752,962 83,757
Net assets available for plan benefits
Beginning of period 400,097,543 201,212,629 51,636,680 51,293,672 40,634,972 20,407,347
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
End of period $ 380,588,812 $ 173,974,020 $ 53,623,020 $ 50,511,048 $ 50,387,934 $ 20,491,104
=========================================================================================
</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>
Investment Income:
Interest $ 1,402,664 $ 43,574 $ 4,436 $ 30 $ (24) $ (47)
Dividends -- 234,669 326,980 -- -- --
Net appreciation (depreciation)
in fair value of investments (1) 1,042,685 (560,907) 130,249 295,646 511,686
------------------------------------------------------------------------------------
1,402,663 1,320,928 (229,491) 130,279 295,622 511,639
------------------------------------------------------------------------------------
Contributions:
Employees -- 1,456,546 662,850 234,769 477,535 961,725
Employers -- -- -- -- -- --
------------------------------------------------------------------------------------
-- 1,456,546 662,850 234,769 477,535 961,725
------------------------------------------------------------------------------------
Net loans to participants 1,820,276 (79,275) (28,661) (16,974) (18,516) (65,286)
Interfund transfers (8,823,424) (214,659) (351,232) 716,590 40,583 638,717
Plan Merger 655,732 686,580 282,776 25,344 36,020 76,532
Plan Spinoff (3,436,716) (708,097) (279,355) (119,342) (177,926) (427,849)
Plan Conversion -- -- -- -- -- --
Rollovers -- 149,364 26,077 53,897 28,978 126,272
Distributions -- (467,559) (408,738) (76,721) (68,658) (130,372)
Increase (decrease) in net assets ------------------------------------------------------------------------------------
available for plan benefits (8,381,468) 2,143,827 (325,775) 947,844 613,636 1,691,379
Net assets available for plan benefits
Beginning of period 17,938,038 7,431,330 3,520,552 944,726 2,178,627 2,898,970
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
End of period $ 9,556,570 $ 9,575,157 $ 3,194,777 $ 1,892,570 $ 2,792,263 $ 4,590,349
====================================================================================
</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, 1997
<TABLE>
<CAPTION>
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>
<CAPTION>
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> 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").
(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.
- The Templeton Foreign Fund is authorized to invest primarily
in stocks and debt obligations of companies and governments
outside the United States with the objective of obtaining
long-term capital growth.
- 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.
- 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.
<PAGE> 9
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 Available
for Plan Benefits, 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. Participant loans are valued at cost, which approximates
fair value.
<PAGE> 10
2) The Plan
The following description of the Plan provides only general information.
The provisions of the Plan are governed in all respects by the detailed
terms and conditions contained in the Plan itself.
The Plan is a defined contribution plan established to encourage and
facilitate systematic 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, except in the case of
certain participating units whose employees are immediately eligible to
join the plan after attaining age 21. 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 $160,000 (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. 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, except for participating units whose
employees are immediately eligible, in which case employer matching
contributions are subject to a one year of service vesting requirement.
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 except that participants who have made
rollovers into the Plan may request a loan without meeting the 12 month
requirement. 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
<PAGE> 11
the participant's vested account as of the Valuation Date preceding the
loan request in accordance with Department of Labor Regulations, as per the
following schedule:
Vested Account Balance Allowable Loan
---------------------------------------------------------------------------
less than or equal to $100,000 up to 50% of Vested Account Balance
more than $100,000 $50,000
Loans are available for the acquisition of a home, medical expenses,
education expenses, or other purposes approved by the Plan Administrator.
These loans bear interest from 6% to 11%.
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 stating that the Plan qualifies under the
provisions of Section 401 in the Internal Revenue Code, and that its
related trust is exempt from Federal income taxes.
(4) 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.
(5) Plan Merger and Spin-Off
On January 1, 1998 assets amounting to $421,161 were merged into the Plan
from the Randell Arizona Retirement Plan Number One. Randell is a division
of Dover Corporation. Randell 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., 401(k) Plan. Pathway Bellows is a
wholly owned subsidiary of Dover Corporation. Pathway Bellows employees
began participating in the plan on February 1, 1998.
On April 1, 1998 assets amounting to $396,205 were merged into the Plan
from the K&K Welding Products 401(k) Savings Plan. K&K Welding Products is
a wholly owned subsidiary of Dover Corporation. K&K Welding Products
employees began participating in the plan on March 1, 1998.
On July 1, 1998 assets amounting to $1,409,619 were merged into the Plan
from the Randell Manufacturing Hourly Shop Retirement Plan & Trust. Randell
Manufacturing, Inc. is a wholly owned subsidiary of Dover Corporation.
Randell Hourly Shop employees began participating in the plan on July 1,
1998.
<PAGE> 12
On July 1, 1998 assets amounting to $733,076 were merged into the Plan from
the Tarby of Delaware Inc. 401(k) Retirement Plan. Tarby of Delaware Inc.
is a wholly owned subsidiary of Dover Corporation. Tarby of Delaware's
employees began participating in the plan on July 1, 1998.
On July 1, 1998 assets amounting to $295,733 were merged into the Plan from
Richland Inc. Savings & Profit Sharing Plan. Richland Inc. is a wholly
owned subsidiary of Dover Corporation. Richland employees began
participating in the plan on July 1, 1998.
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 Corporation 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 March 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.
Effective October 1, 1998, in anticipation of the spin-off of Dover
Elevator, the assets specific to Dover Elevator participating units,
amounting to $69,427,088, were spun-off into a separate plan and trust
specific to Dover Elevator. This plan was essentially a mirror image of the
Dover Corporation Retirement Savings Plan. The assets of this plan and
trust went to Thyssen Corporation with the sale.
(6) Subsequent Events
On January 5, 1999 Dover Corporation sold its worldwide elevator business
to Thyssen Corporation of Germany. Dover Elevator, Inc. employees had
$69,427,088 invested in the Plan. This represented approximately 15.43% of
total plan assets.
On January 1, 1999 assets amounting to $2,503,464 were merged into the Plan
from the Vitronics Corporation Profit Sharing Plan. Vitronics is a wholly
owned subsidiary of Dover Corporation. Vitronics employees began
participating in the plan on January 1, 1999.
On February 1, 1999 assets amounting to $9,482,570 were merged into the
Plan from the Groen Corporation Employees 401(k) Salary Deferral Profit
Sharing Plan. Groen Corporation is a wholly owned subsidiary of Dover
Corporation. Groen employees began participating in the plan on February 1,
1999.
On February 1, 1999 assets amounting to $3,918,813 were merged into the
Plan from the Avtec Corporation Hourly and Salary 401(k) Plan. Avtec
Corporation is a wholly owned subsidiary of Dover Corporation. Avtec
employees began participating in the plan on February 1, 1999.
On April 1, 1999 assets amounting to $1,171,881 were merged into the Plan
from the Koolant Koolers Inc. Retirement Plan. Koolant Koolers Inc. is a
wholly owned subsidiary of Dover Corporation. Koolant Koolers employees
began participating in the plan on April 1, 1999.
<PAGE> 13
DOVER CORPORATION RETIREMENT SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Description of investment, including
Identity of issuer, borrower, maturity date, rate of interest, collateral, Current
lessor or similar party par or maturity value Cost value
<S> <C> <C> <C> <C>
Equity Funds:
* American Express Financial Advisors Stock Fund, 4,404,853 shares $127,778,428 $175,040,049
* American Express Financial Advisors Equity Fund, 1,912,891 shares 43,818,408 50,978,537
* American Express Financial Advisors Growth Fund,(New Dimensions) 1,769,923 shares 39,290,352 51,053,427
* American Express Financial Advisors Templeton Fund, 381,171 shares 3,818,928 3,198,028
* American Express Financial Advisors Aim Constellation, 314,978 shares 8,465,828 9,613,137
Other Funds:
* American Express Financial Advisors Balance Fund, (IDS Mutual Fund Y) 1,589,411 shares 21,604,664 20,700,494
* American Express Financial Advisors Income Fund, 2,856,636 shares 48,692,293 52,682,084
* American Express Financial Advisors Long-Term Horizon, 216,688 shares 3,856,675 4,589,666
* American Express Financial Advisors Medium-Term Horizon, 150,423 shares 2,328,733 2,791,695
* American Express Financial Advisors Short-Term Horizon, 120,867 shares 1,749,758 1,892,180
Loans:
* Plan Participant Loan Fund, Interest rate varies from -- 16,978,361
6% to 11%
* Denotes party-in-interest
</TABLE>
<PAGE> 14
DOVER CORPORATION RETIREMENT SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<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:
Dover Corporation Stock
Sales, 1 transaction Stock Fund $33,263,164
Reporting Criterion II:
NONE
Reporting Criterion III:
Dover Corporation Stock Stock Fund*
Purchases, 79 transactions $23,733,487
Sales, 58 transactions $42,973,283
American Express Financial Advisors - Money Market Fund I Stock Fund
Purchases, 205 transactions $38,737,196
Sales, 157 transactions $39,647,654
American Express Financial Advisors - New Dimensions Growth Fund
Purchases, 253 transactions $16,403,664
Sales, 113 transactions $ 5,303,824
American Express Financial Advisors - Income Fund II Income Fund
Purchases, 114 transactions $27,467,513
Sales, 137 transactions $20,444,116
Reporting Criterion IV:
NONE
</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:
Dover Corporation Stock
Sales, 1 transaction $16,203,209 $ 17,059,955
Reporting Criterion II:
NONE
Reporting Criterion III:
Dover Corporation Stock
Purchases, 79 transactions
Sales, 58 transactions $23,733,487 $51,162,660 ($8,189,377)
American Express Financial Advisors - Money Market Fund I
Purchases, 205 transactions
Sales, 157 transactions $38,737,196 $39,647,654 --
American Express Financial Advisors - New Dimensions
Purchases, 253 transactions
Sales, 113 transactions $16,403,664 $ 4,926,207 $ 377,617
American Express Financial Advisors - Income Fund II
Purchases, 114 transactions
Sales, 137 transactions $27,467,513 $19,993,243 $ 450,873
Reporting Criterion IV:
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 28, 1999 By: /s/ Robert G. Kuhbach
----------------------------------
Robert G. Kuhbach, Vice President
and Secretary
and Member Pension Committee
(Plan Administrator)
