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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 15, 2000
REGISTRATION NO. 333-47396
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
DOVER CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 280 PARK AVENUE 53-0257888
(STATE OR OTHER JURISDICTION OF NEW YORK, NEW YORK 10017-1292 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) (212) 922-1640 IDENTIFICATION NUMBER)
</TABLE>
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
ROBERT G. KUHBACH, ESQ.
DOVER CORPORATION
280 PARK AVENUE
NEW YORK, NEW YORK 10017-1292
(212) 922-1640
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPY TO:
JOSEPH W. SCHMIDT, ESQ.
COUDERT BROTHERS
1114 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 626-4400
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement, as determined
by the Registrant.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE HAVE FILED A REGISTRATION STATEMENT RELATING TO THESE SECURITIES WITH
THE SECURITIES AND EXCHANGE COMMISSION. WE MAY NOT SELL THESE SECURITIES
UNTIL THE REGISTRATION STATEMENT IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY
THESE SECURITIES IN ANY STATE IN WHICH THE OFFER OR SALE IS NOT
PERMITTED.
Subject To Completion, Dated November 15, 2000
$1,000,000,000
[LOGO]
DEBT SECURITIES
We may use this prospectus to offer, issue and sell one or more series or
issuances of our secured or unsecured debt securities. These securities will
have an aggregate initial public offering price not to exceed $1,000,000,000. We
will offer and sell these securities at prices and on terms to be determined at
the time of the sale. When we offer a particular series of our debt securities,
we will deliver with this prospectus a supplement to this prospectus. The
prospectus supplement will set forth the specific terms of the offering and sale
of the debt securities.
We currently do not intend to list any of the debt securities on any
exchange or over-the-counter market. If we decide to seek listing of any of the
debt securities, the prospectus supplement relating to those securities will
disclose the exchange or market on which those securities will be listed.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
We may sell all or a portion of the debt securities directly to purchasers,
to or through agents, underwriters or dealers, as designated from time to time,
or through a combination of such methods. We reserve the sole right to accept,
and, together with our agents, from time to time, to reject in whole or in part
any proposed purchase of debt securities to be made directly or through agents.
If our agents or any underwriters are involved in the sale of the debt
securities, we will identify the names of such agents or underwriters and any
applicable commissions or discounts in the prospectus supplement with respect to
such securities. See "Plan of Distribution."
We will not sell any debt securities without delivering a prospectus
supplement describing the method and terms of the offering of debt securities.
The date of this prospectus is November , 2000.
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TABLE OF CONTENTS
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PAGE(S)
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ABOUT THIS PROSPECTUS....................................... 2
WHERE YOU CAN FIND MORE INFORMATION......................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............. 2
FORWARD-LOOKING STATEMENTS.................................. 3
THE COMPANY................................................. 4
USE OF PROCEEDS............................................. 4
RATIO OF EARNINGS TO FIXED CHARGES.......................... 5
DESCRIPTION OF DEBT SECURITIES.............................. 5
PLAN OF DISTRIBUTION........................................ 16
LEGAL MATTERS............................................... 16
EXPERTS..................................................... 16
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed with
the Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf process, we may from time to time sell any combination of the
securities described in the prospectus in one or more offerings up to a total
offering amount of $1,000,000,000.
We provide information to you about the securities in two separate
documents that progressively provide more specific detail:
- this prospectus, which contains general information, some of which may
not apply to your securities, and
- the accompanying prospectus supplement, which describes the specific
terms of your securities and may also add, update or change information
contained in this prospectus.
If the terms of your securities vary between the accompanying prospectus
supplement and this prospectus, you should rely on the different information
contained in the prospectus supplement.
You should read both this prospectus and any prospectus supplement together
with the additional information described below under "Where You Can Find More
Information" to learn more about us and the securities we are offering.
As used in this prospectus, the term "we" refers to Dover Corporation and
its consolidated subsidiaries, unless otherwise indicated or unless the context
otherwise requires.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement incorporating this prospectus and
related exhibits with the Securities and Exchange Commission. The registration
statement and related exhibits contain additional information about us and our
debt securities.
We file annual, quarterly and other reports, proxy statements and other
information with the Commission. You may inspect and copy the reports and other
information we have filed with the Commission at the following sites:
- the Public Reference Room of the Commission at 450 Fifth Street, N.W.,
Washington D.C., 20549, and
- the offices of the New York Stock Exchange, 20 Broad Street, New York,
New York 10005.
You may obtain information on the operation of the Public Reference Room by
calling the Commission at 1-800-SEC-0330. The Commission also maintains a web
site at http://www.sec.gov, which contains reports, proxy statements and other
information regarding registrants that file electronically with the Commission
and most of our filings are available at such web site.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to "incorporate by reference" information filed
with it, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is an
important part of this prospectus, and information filed later by us with the
Commission will automatically update and supersede this information.
We incorporate by reference the following documents we have filed with the
Commission pursuant to the Securities Exchange Act of 1934:
- Annual Report on Form 10-K for the fiscal year ended December 31, 1999
including any amendment(s) or report(s) filed for the purpose of updating
such filing; and
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- Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30,
and September 30, 2000 including any amendment(s) or report(s) filed for
the purpose of updating such filings.
Any future filings that we make with the Commission under Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this prospectus and before the
termination of the offering of all debt securities to which this prospectus
relates will be automatically incorporated by reference as of and from the date
of filing.
We undertake to provide to you without charge, upon your written or oral
request, a copy of any and all documents we incorporate by reference in this
prospectus (other than exhibits to such documents unless such exhibits are
incorporated by reference in such documents). Requests for such copies should be
directed to Dover Corporation, 280 Park Avenue, New York, New York 10017-1292,
Attn: Corporate Secretary, telephone number (212) 922-1640. The information
relating to us contained in this prospectus is not comprehensive and should be
read together with the information contained in the documents we incorporate by
reference in this prospectus.
FORWARD-LOOKING STATEMENTS
This prospectus and the documents that we incorporate by reference contain
forward-looking statements within the meaning of the Securities Act of 1933, the
Exchange Act and the Private Securities Litigation Reform Act of 1995. Such
statements relate to, among other things, industries in which we operate, the
U.S. and global economies, earnings, cash flow and operating improvements. In
some cases, you can identify forward looking statements by words or phrases such
as "believes, "may," "could," "will," "estimate," "predict," "intend,"
"anticipates," "supports," "plans," "projects," "expects," "should," "hope,"
"forecast," "management is of the opinion" and similar words or phrases.
Forward-looking statements are subject to inherent uncertainties and risks,
including among others:
- increasing price and product/service competition by foreign and domestic
competitors, including new entrants into a particular market;
- technological developments and changes;
- the ability to continue to introduce competitive new products and
services on a timely, cost effective basis;
- the mix of products/services;
- the achievement of lower costs and expenses;
- domestic and foreign governmental and public policy changes including
environmental regulations;
- protection and validity of patent and other intellectual property rights;
- the continued success of our acquisition program;
- the cyclical nature of our businesses; and
- the outcome of pending and future litigation and governmental
proceedings.
In addition, general industry and market conditions and growth rates, and
general domestic and international economic conditions including interest rate
and currency exchange rate fluctuations could affect such statements. In light
of these risks and uncertainties, actual events and results may vary
significantly from those included in or contemplated or implied by such
statements. We caution readers not to place undue reliance on such
forward-looking statements. We undertake no obligation to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
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THE COMPANY
We are a diversified industrial manufacturing corporation encompassing over
50 operating companies which manufacture a broad range of specialized industrial
products and sophisticated manufacturing equipment.
Our businesses are divided into the following four business segments:
- Dover Technologies builds sophisticated automated assembly and testing
equipment for the electronics industry, industrial printers for coding
and marking, and specialized electronic components.
- Dover Industries makes products for use in the waste handling, bulk
transport, automotive service, commercial food service, packaging,
welding and construction equipment industries.
- Dover Diversified builds packaging and printing machinery, heat transfer
equipment, construction and agricultural cabs, specialized bearings and
compressors, and food refrigeration and display cases, as well as
products for use in the defense, aerospace and other industries.
- Dover Resources manufactures products primarily for the automotive, fluid
handling, petroleum and chemical industries.
We sold Dover Elevator, which was our fifth business segment through 1998,
on January 5, 1999. Dover Elevator manufactured, installed and serviced
elevators primarily in North America and we accounted for Dover Elevator as a
discontinued operation in our consolidated financial statements for 1999.
We emphasize growth and strong internal cash flow. We have a long-standing
and successful acquisition program pursuant to which, from January 1, 1995
through December 31, 1999, we made 68 acquisitions at a total acquisition cost
of $2,021,000,000. These acquisitions have had a substantial impact on the
increase in our sales and earnings since 1995. Our acquisition program
traditionally focused on acquiring new or stand-alone businesses. However, since
1993, we have placed increased emphasis on acquiring businesses which can be
added on to existing operations. In 1999, we completed 3 stand-alone and 15
add-on acquisitions at a total cost of approximately $599 million. For 2000,
through September 30, 2000, we have completed one stand-alone and 17 add-on
acquisitions at a total cost of approximately $335 million. We aim to be in
businesses marked by growth, innovation and higher than average profit margins.
We seek to have each of our businesses be a leader in its market as measured by
market share, innovation, profitability and return on assets.
We practice a highly decentralized management style. The presidents of our
operating companies are very autonomous and have a high level of independent
responsibility for their businesses and their performance. This is in keeping
with our operating philosophy that small independent operations are better able
to serve customers by focusing closely on their products and reacting quickly to
customer needs. Our executive management becomes involved only to guide and
manage capital, assist in major acquisitions, evaluate, motivate and, if
necessary, replace operating management, and provide selected other services.
The address and telephone number of our principal executive offices are 280
Park Avenue, New York, New York 10017-1292, (212) 922-1640. We are a Delaware
corporation which conducts substantially all its business through subsidiaries.
USE OF PROCEEDS
Unless otherwise indicated in a prospectus supplement, we anticipate using
any net proceeds from the sale of the debt securities for our general corporate
purposes. These purposes may include, among other purposes, acquisitions and the
reduction of the level of our outstanding commercial paper. When we offer a
particular series of debt securities, we will set forth in the prospectus
supplement relating to such securities our intended use for the net proceeds
received from the sale of such securities. We have historically used commercial
paper and debt securities, together with internally generated cash, to finance
acquisitions.
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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for
the periods indicated.
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YEAR ENDED DECEMBER 31,
NINE MONTHS ENDED -----------------------------------
SEPTEMBER 30, 2000 1999 1998 1997 1996 1995
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Ratio of earnings to fixed charges...... 8.6x 10.6x 8.2x 10.5x 11.6x 9.8x
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We have computed these ratios by dividing earnings available for fixed
charges for each period by fixed charges for that period. We calculated earnings
available for fixed charges by adding pre-tax income and fixed charges. Fixed
charges are the sum of interest expense, including the amount we amortize for
debt financing costs, and our estimate of the amount of interest within our
rental expense. The ratios reflect the disposition of the Dover Elevator segment
of our business on January 5, 1999.
DESCRIPTION OF DEBT SECURITIES
The following is a general description of the debt securities that we may
offer from time to time. We will issue the debt securities under an indenture
between us and a trustee whom we will select, a copy of which is filed as an
exhibit to the registration statement of which this prospectus is a part. We may
issue debt securities from time to time in one or more series. We will describe
in a prospectus supplement the particular terms of each series, or of debt
securities forming a part of a series, which are offered by that prospectus
supplement. If any information in the prospectus supplement differs from the
general terms described below, you should rely on the information in the
prospectus supplement with respect to the particular debt securities being
offered.
The following description of the debt securities summarizes certain of the
material provisions of the indenture and the debt securities. This summary is
not intended to be a full restatement of all of the terms of the debt
securities. We urge you to read the indenture and, with respect to any
particular debt securities, the indenture supplement related to such debt
securities which will be described in the applicable prospectus supplement,
because they, and not this description, will define your rights as a holder of
the debt securities.
The numerical references in parentheses below are to sections of the
indenture. Unless otherwise indicated, terms used in the following summary that
are defined in the indenture have the meanings used in the indenture.
We conduct substantially all our business through subsidiaries. Although
the debt securities are our senior obligations, they are effectively
subordinated to all existing and future liabilities of our subsidiaries. The
indenture does not restrict the ability of our subsidiaries to incur
indebtedness. Because we are a holding company, our ability to service our
indebtedness is dependent on dividends and other payments made to us on our
investments in our subsidiaries.
GENERAL
The indenture will provide that we may issue debt securities in separate
series from time to time without limitation as to aggregate principal amount. We
may specify a maximum aggregate principal amount for the debt securities of any
series. (Section 301) The debt securities will have such terms and provisions
which are not inconsistent with the indenture, including as to maturity,
principal and interest, as we may determine. The debt securities will be our
unsecured obligations and will rank on a parity with all of our other unsecured
and unsubordinated indebtedness.
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We will set forth in the applicable prospectus supplement the price or
prices at which the debt securities we will offer will be issued. We will also
describe the following terms of such debt securities:
- the title of the debt securities;
- any limit on the aggregate principal amount of the debt securities or the
series of which they are a part;
- the date or dates on which the principal of any of the debt securities
will be payable;
- the rate or rates at which any of the debt securities will bear interest,
if any, the date or dates from which any interest will accrue, the
interest payment dates on which any interest will be payable and the
regular record date for any such interest payable on any interest payment
date;
- the place or places where the principal of and any premium and interest
on any of the debt securities will be payable;
- the period or periods within which, the price or prices at which and the
terms and conditions on which we may redeem any of the debt securities in
whole or in part, at our option;
- our obligation, if any, to redeem or purchase any of the debt securities
pursuant to any sinking fund or analogous provision or at the option of
the holder thereof, and the period or periods within which, the price or
prices at which and the terms and conditions on which we will redeem or
purchase any of the debt securities in whole or in part, pursuant to any
such obligation;
- the denominations in which any of the debt securities will be issuable,
if other than denominations of $1,000 and any integral multiple of
$1,000;
- if other than the currency of the United States of America, (a) the
currency, currencies or currency units in which the principal of or any
premium or interest on any of the debt securities will be payable, and
(b) the manner in which the equivalent of the principal amount thereof in
the currency of the United States of America will be determined for any
purpose, including for the purpose of determining the principal amount
deemed to be outstanding at any time;
- if other than the entire principal amount of the debt securities, the
portion of the principal amount of any of the debt securities which will
be payable upon declaration of acceleration of the maturity thereof;
- if the principal amount payable at the stated maturity of any of the debt
securities will not be determinable as of any one or more dates prior to
the stated maturity, the amount which will be deemed to be the principal
amount as of any such date for any purpose, including the principal
amount thereof which will be due and payable upon any maturity other than
the stated maturity or which will be deemed to be outstanding as of any
such date, or, in any such case, the manner in which the deemed principal
amount is to be determined;
- if applicable, that the debt securities, in whole or any specified part,
are defeasible pursuant to certain provisions of the indenture;
- whether any of the debt securities will be issuable in whole or in part
in the form of one or more global securities and, if so, the respective
depositaries for the global securities and the form of any legend or
legends any such global security will bear in addition to or in lieu of
the legend referred to in the indenture;
- if different from those described in the indenture, any circumstances
under which any global security may be exchanged in whole or in part for
debt securities registered, and any transfer of a global security in
whole or in part may be registered, in the names of persons other than
the depositary for such global security or its nominee;
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- any addition to or change in the events of default applicable to any of
the debt securities and any change in the right of the trustee or the
holders to declare the principal amount of any of the debt securities due
and payable;
- any addition to or change in the covenants in the indenture applicable to
any of the debt securities; and
- any other terms of the debt securities not inconsistent with the
provisions of the indenture. (Section 301)
We may sell debt securities, including original issue discount securities,
at a substantial discount below their principal amount. We may describe in the
applicable prospectus supplement certain special United States federal income
tax considerations, if any, applicable to debt securities sold at an original
issue discount. In addition, we may describe in the applicable prospectus
supplement certain special United States federal income tax or other
considerations, if any, applicable to any debt securities which are denominated
in a currency or currency unit other than United States dollars.
FORM, EXCHANGE AND TRANSFER
We will issue the debt securities of each series only in fully registered
form, without coupons, and, unless otherwise specified in the applicable
prospectus supplement, only in denominations of $1,000 and integral multiples
thereof. (Section 302)
At the option of the holder, subject to the terms of the indenture and the
limitations applicable to global securities, debt securities of each series will
be exchangeable for other debt securities of the same series of any authorized
denomination and of a like tenor and aggregate principal amount. (Section 305)
Subject to the terms of the indenture and the limitations applicable to
global securities, holders may present debt securities for exchange as provided
above or for registration of transfer, duly endorsed or with the form of
transfer endorsed thereon duly executed, at the office of the security registrar
or at the office of any transfer agent we designate for such purpose. Holders
will not incur any service charge for any registration of transfer or exchange
of debt securities. We may require, however, payment of a sum sufficient to
cover any tax or other governmental charge payable in connection with such
registration. Such transfer or exchange will occur at such time as the security
registrar or such transfer agent, as the case may be, is satisfied with the
documents of title and identity of the person making the request. We have
appointed the trustee as security registrar. We will name in the applicable
prospectus any transfer agent, in addition to the security registrar, we
initially designate for any debt securities. (Section 305) We may at any time
designate additional transfer agents or rescind the designation of any transfer
agent or approve a change in the office through which any transfer agent acts,
except that we will be required to maintain a transfer agent in each place of
payment for the debt securities of each series. (Section 1002)
If the debt securities of any series, or of any series and specified terms,
are to be redeemed in part, we will not be required to:
- issue, register the transfer of or exchange any security of that series,
or of that series and specified terms, as the case may be, during a
period beginning at the opening of business 15 days before the day of
mailing of a notice of redemption of any such security that may be
selected for redemption and ending at the close of business on the day of
such mailing; or
- register the transfer of or exchange any security so selected for
redemption, in whole or in part, except the unredeemed portion of any
such security being redeemed in part. (Section 305)
GLOBAL SECURITIES
Some or all of the debt securities of any series may be represented, in
whole or in part, by one or more global securities which will have an aggregate
principal amount equal to that of the debt securities represented thereby. Each
global security (a) will be registered in the name of a depositary or a nominee
of such depositary identified in the applicable prospectus supplement, (b) will
be deposited with such
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depositary or nominee or a custodian, and (c) will bear a legend regarding the
restrictions on exchanges and registration of transfer of such security referred
to below and any such other matters as may be provided for pursuant to the
indenture.
Notwithstanding any provision of the indenture or any security described
here, no global security may be exchanged in whole or in part for debt
securities registered, and no transfer of a global security in whole or in part
may be registered, in the name of any person other than the depositary for such
global security or any nominee of such depositary unless:
- the depositary has notified us that it is unwilling or unable to continue
as depositary for such global security or has ceased to be qualified to
act as a depositary as required by the indenture;
- there has occurred and is continuing an event of default with respect to
the debt securities represented by such global security; or
- there exist such circumstances, if any, in addition to or in lieu of
those described above as may be described in the applicable prospectus
supplement.
All securities issued in exchange for a global security or any portion thereof
will be registered in such names as the depositary may direct. (Sections 204 and
305)
As long as the depositary, or its nominee, is the registered holder of a
global security, we will consider the depositary or such nominee, as the case
may be, to be the sole owner and holder of such global security and the debt
securities represented thereby for all purposes under the debt securities and
the indenture. Except in the limited circumstances referred to above, owners of
beneficial interests in a global security will not:
- be entitled to have such global security or any debt securities
represented thereby registered in their names;
- receive or be entitled to receive physical delivery of certificated debt
securities in exchange therefor; or
- be considered to be the owners or holders of such global security or any
debt securities represented thereby for any purpose under the debt
securities or the indenture.
We will make all payments of principal of and any premium and interest on a
global security to the depositary or its nominee, as the case may be, as the
holder of such security. The laws of some jurisdictions require that certain
purchasers of securities take physical delivery of such securities in definitive
form. These laws may impair the ability to transfer beneficial interests in a
global security.
Ownership of beneficial interests in a global security will be limited to
institutions that have accounts with the depositary or its nominee, and to
persons that may hold beneficial interests through these institutions. These
institutions are called participants. In connection with the issuance of any
global security, the depositary will credit, on its book-entry registration and
transfer system, the respective principal amounts of debt securities represented
by the global security to the accounts of its participants. Ownership of
beneficial interests in a global security will be shown only on, and the
transfer of those ownership interests will be effected only through, records
maintained by (a) the depositary, with respect to participants' interests, or
(b) any such participant, with respect to interests of persons held by such
participant on their behalf. Payments, transfers, exchanges and others matters
relating to beneficial interests in a global security may be subject to various
policies and procedures adopted by the depositary from time to time. We, the
trustee and any of our agents will not have any responsibility or liability for
any aspect of the depositary's or any participant's records relating to, or for
payments made on account of, beneficial interests in a global security, or for
maintaining, supervising or reviewing any records relating to such beneficial
interests.
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PAYMENT AND PAYING AGENTS
Unless otherwise indicated in the applicable prospectus supplement, payment
of interest on a security on any interest payment date will be made to the
person in whose name such security, or one or more predecessor securities, is
registered at the close of business on the regular record date for such
interest. (Section 307)
Unless otherwise indicated in the applicable prospectus supplement,
principal of and any premium and interest on the debt securities of a particular
series will be payable at the office of such paying agent or paying agents as we
may designate for such purpose from time to time, except that at our option
payment of any interest may be made by check mailed to the address of the person
entitled to such payment as such address appears in the security register.
Unless otherwise indicated in the applicable prospectus supplement, the
corporate trust office of the trustee in The City of New York will be designated
as our sole paying agent for payments with respect to debt securities of each
series. Any other paying agents we initially designate for the debt securities
of a particular series will be named in the applicable prospectus supplement. We
may at any time designate additional paying agents or rescind the designation of
any paying agent or approve a change in the office through which any paying
agent acts, except that we will be required to maintain a paying agent in each
place of payment for the debt securities of a particular series. (Section 1002)
All moneys we pay to a paying agent for the payment of the principal of or
any premium or interest on any security which remain unclaimed at the end of two
years after such principal, premium or interest has become due and payable will
be repaid to us, and the holder of such security after such time may look only
to us for payment of the principal of or any premium or interest on the
security. (Section 1003)
COVENANTS
The indenture contains the following covenants:
Limitation on Secured Debt
We may not, and may not permit any restricted subsidiary to, incur or
guarantee any evidence of indebtedness for money borrowed secured by a lien on
any (a) principal property or any part thereof, (b) capital stock of a
restricted subsidiary we or any restricted subsidiary now own or hereafter
acquire or (c) debt of a restricted subsidiary owed to us or any of our
restricted subsidiaries, except if:
- we effectively provide that the debt securities are secured equally and
ratably with, or, at our option, prior to, such secured debt, and
- any other debt required to be so secured, unless the aggregate amount of
all such secured debt, plus all our and our restricted subsidiaries'
attributable debt with respect to sale and leaseback transactions
involving principal properties (with the exception of such transactions
which are excluded under the indenture), would not exceed 10% of our
consolidated net tangible assets.
The foregoing restriction will not apply to, and we will exclude from debt
in any computation under such restriction, the following items:
- debt secured by a lien in our favor or in favor of a restricted
subsidiary;
- debt secured by a lien in favor of governmental bodies to secure progress
or advance payments or payments pursuant to contracts or statute;
- debt secured by a lien on property, capital stock or debt existing at the
time of acquisition thereof, including acquisition through merger,
consolidation or otherwise;
- debt incurred or guaranteed to finance the acquisition of property,
capital stock or debt, or to finance construction on, or improvement or
expansion of, property, which debt is incurred within 180 days of such
acquisition or completion of construction, improvement or expansion, and
is
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<PAGE> 12
secured solely by a lien on the property, capital stock or debt acquired,
constructed, improved or expanded;
- debt consisting of industrial revenue or pollution control bonds or
similar financing secured solely by a lien on the property the subject
thereof; or
- any extension, renewal or replacement of any debt referred to in the
third and fourth clauses above. (Section 1008)
Limitation on Sale and Leaseback Transactions
Neither we nor any restricted subsidiary may enter into any sale and
leaseback transaction involving any principal property or any part thereof after
the date of the indenture unless the aggregate amount of all our attributable
debt and that of our restricted subsidiaries with respect to such transactions
plus all secured debt to which the restrictions described above apply would not
exceed 10% of our consolidated net tangible assets.
The foregoing restriction will not apply to any sale and leaseback
transaction, and we will exclude any sale and leaseback transaction from
attributable debt in any computation under such restriction, if:
- the lease is for a period of three years or less, including renewal
rights;
- the lease secures or relates to industrial revenue or pollution control
bonds or similar financing;
- the transaction is between us and a restricted subsidiary or between
restricted subsidiaries; or
- we or such restricted subsidiary, within 180 days after the sale is
completed, applies an amount equal to the greater of (A) the net proceeds
of the sale of the principal property leased or (B) the fair market value
of the principal property leased either to (1) the retirement of debt
securities, other of our funded debt ranking on a parity with the debt
securities, or funded debt of a restricted subsidiary or (2) the purchase
of other property which will constitute a principal property having a
value at least equal to the value of the principal property leased.
(Section 1009)
MERGERS, CONSOLIDATIONS AND CERTAIN SALES OF ASSETS
We will not, in a single transaction or a series of related transactions,
consolidate with or merge with or into any other person or sell, assign, convey,
transfer or lease or otherwise dispose of all or substantially all of our
properties and assets to any person or group of affiliated persons or permit any
of our restricted subsidiaries to enter into any such transaction or
transactions if such transaction or transactions, in the aggregate, would result
in a sale, assignment, transfer, lease or disposal of all or substantially all
of our and our restricted subsidiaries' properties and assets on a consolidated
basis to any other person or group of affiliated persons, unless several
conditions are met. These conditions include the following. In a transaction in
which we do not survive or in which we sell, lease or otherwise dispose of all
or substantially all of our assets, our successor entity must be organized under
the laws of the United States of America or any State thereof or the District of
Columbia and must expressly assume, by a supplemental indenture executed and
delivered to the trustee in form satisfactory to the trustee, all of our
obligations under the indenture. Immediately before and after giving effect to
such transaction and treating any debt which becomes our or our restricted
subsidiary's obligation as a result of such transaction as if incurred at the
time of the transaction, no event of default or event that with the passing of
time or the giving of notice, or both, would constitute an event of default can
have occurred and be continuing. If, as a result of any such transaction, our
property or assets or that of any restricted subsidiary would become subject to
a lien prohibited by the provisions of the indenture, we or our successor entity
must have secured the debt securities as required by the indenture. (Section
801)
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<PAGE> 13
CERTAIN DEFINITIONS
Set forth below is a summary of certain of the defined terms used in the
indenture. Reference is made to the indenture for the full definition of all
such terms, as well as any other terms used herein for which no definition is
provided. (Section 101)
"Attributable Debt" means, with respect to a lease in a sale and leaseback
transaction, the total net amount of rent required to be paid during the
remaining primary term of such lease, discounted at a rate per annum equal to
6.45% calculated in accordance with generally accepted accounting practices. The
net amount of rent required to be paid under any such lease for any such period
will be the aggregate amount of rent payable by the lessee with respect to such
period after excluding amounts required to be paid on account of maintenance,
repairs, insurance, taxes, assessments, utility, operating and labor costs and
similar charges.
"Capital Stock" of any person means any and all shares, interests,
participations or other equivalents (however designated) of corporate stock or
other equity participation, including partnership interests, whether general or
limited, of such person.
"Consolidated Net Tangible Assets" means the aggregate amount of our assets
and that of our subsidiaries after deducting (a) all liabilities other than
deferred income taxes, commercial paper, short-term bank debt, funded debt and
shareholders' equity, and (b) all goodwill and other intangibles.
"Funded Debt" means (a) all debt having a maturity of more than 12 months
from the date as of which the determination is made or having a maturity of 12
months or less but by its terms being renewable or extendible beyond 12 months
from such date at the option of the borrower and (b) rental obligations payable
more than 12 months from such date under leases which are capitalized in
accordance with generally accepted accounting principles, such rental
obligations to be included as funded debt at the amount so capitalized at the
date of such computation and to be included for the purposes of the definition
of consolidated net tangible assets both as an asset and as funded debt at the
amount so capitalized.
"Lien" means, with respect to any property or assets, any mortgage or deed
of trust, pledge, hypothecation, assignment, deposit arrangement, security
interest, lien, charge, easement, other than any easement not materially
impairing usefulness or marketability, encumbrance, preference, priority or
other security agreement, or any equivalent of any of the foregoing under the
laws of any applicable jurisdiction, on or with respect to such property or
assets, including, without limitation, any conditional sale or other title
retention agreement having substantially the same economic effect as any of the
foregoing.
"Principal Property" means any facility we or any restricted subsidiary
owns the gross book value of which, including related land, improvements,
machinery and equipment so owned, without deduction of any depreciation
reserves, on the date as of which the determination is being made exceeds 1% of
consolidated net tangible assets.
"Restricted Subsidiary" means any subsidiary which owns a principal
property.
"Sale and Leaseback Transaction" means an arrangement with any lender or
investor or to which such lender or investor is a party providing for the
leasing by such person of any property or asset of such person which has been or
is being sold or transferred by such person more than 180 days after the
acquisition thereof or the completion of construction or commencement of
operation thereof to such lender or investor or to any person to whom funds have
been or are to be advanced by such lender or investor on the security of such
property or asset. The stated maturity of such arrangement will be the date of
the last payment of rent or any other amount due under such arrangement prior to
the first date on which such arrangement may be terminated by the lessee without
payment of a penalty.
"Subsidiary" means (a) a corporation more than 50% of the voting stock of
which we and/or one or more subsidiaries owns or (b) any other person (other
than a corporation) of which we and/or one or more subsidiaries has at least a
majority ownership and power to direct the policies, management and affairs.
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<PAGE> 14
EVENTS OF DEFAULT
Each of the following will constitute an event of default under the
indenture with respect to debt securities of any series:
- failure to pay principal of or any premium on any security of that series
when due;
- failure to pay any interest on any debt securities of that series when
due, continued for 30 days;
- failure to deposit any sinking fund payment, when due, in respect of any
security of that series;
- failure to perform any other of our covenants in the indenture, other
than a covenant included in the indenture solely for the benefit of a
series other than that series, continued for 60 days after written notice
has been given by the trustee, or the holders of at least 10% in
principal amount of the outstanding debt securities of that series, as
provided in the indenture; and
- certain events in bankruptcy, insolvency or reorganization involving us
or any restricted subsidiary. (Section 501)
If an event of default, other than the last event of default described in
the paragraph above, with respect to the debt securities of any series at the
time outstanding occurs and is continuing, either the trustee or the holders of
at least 25% in aggregate principal amount of the outstanding debt securities of
that series by notice as provided in the indenture may declare the principal
amount of the debt securities of that series, or, in the case of any security
that is an original issue discount security or the principal amount of which is
not then determinable, such portion of the principal amount of such security, or
such other amount in lieu of such principal amount, as may be specified in the
terms of such security, to be due and payable immediately. If an event of
default described in the last clause of the paragraph above with respect to the
debt securities of any series at the time outstanding occurs, the principal
amount of all the debt securities of that series, or, in the case of any such
original issue discount security or other security, such specified amount, will
automatically, and without any action by the trustee or any holder, become
immediately due and payable. After any such acceleration, but before a judgment
or decree based on acceleration, the holders of a majority in aggregate
principal amount of the outstanding debt securities of that series may, under
certain circumstances, rescind and annul such acceleration if all events of
default, other than the non-payment of accelerated principal, or other specified
amount, have been cured or waived as provided in the indenture. (Section 502)
Subject to the provisions of the indenture relating to the duties of the
trustee in case an event of default occurs and is continuing, the trustee will
be under no obligation to exercise any of its rights or powers under the
indenture at the request or direction of any of the holders, unless such holders
have offered to the trustee reasonable indemnity. (Section 603) Subject to such
provisions for the indemnification of the trustee, the holders of a majority in
aggregate principal amount of the outstanding debt securities of any series will
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the trustee or exercising any trust or power
conferred on the trustee with respect to the debt securities of that series.
(Section 512)
No holder of a security of any series will have any right to institute any
proceeding with respect to the indenture, or for the appointment of a receiver
or a trustee, or for any other remedy thereunder, unless:
- such holder has previously given to the trustee written notice of a
continuing event of default with respect to the debt securities of that
series;
- the holders of at least 25% in aggregate principal amount of the
outstanding debt securities of that series have made written request, and
such holder or holders have offered reasonable indemnity, to the trustee
to institute such proceeding as trustee; and
- the trustee has failed to institute such proceeding, and has not received
from the holders of a majority in aggregate principal amount of the
outstanding debt securities of that series a direction inconsistent with
such request, within 60 days after such notice, request and offer.
(Section 507)
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<PAGE> 15
However, such limitations do not apply to a suit instituted by a holder of a
security for the enforcement of payment of the principal of or any premium or
interest on such security on or after the applicable due date specified in such
security. (Section 508)
We will furnish to the trustee annually a statement by certain of our
officers as to whether or not we, to their knowledge, are in default in the
performance or observance of any of the terms, provisions and conditions of the
indenture and, if so, specifying all such known defaults. (Section 1004)
MODIFICATION AND WAIVER
We and the trustee may make modifications and amendments to the indenture
with the consent of the holders of a majority in aggregate principal amount of
the outstanding debt securities of each series affected by such modification or
amendment, provided that no such modification or amendment may, without the
consent of the holder of each outstanding security affected by such modification
or amendment:
- change the stated maturity of the principal of, or any installment of
principal of or interest on, any security;
- reduce the principal amount of, or any premium or interest on, any
security;
- reduce the amount of principal of an original issue discount security or
any other security payable upon acceleration of the maturity thereof;
- change the place or currency of payment of principal of, or any premium
or interest on, any security;
- impair the right to institute suit for the enforcement of any payment on
or with respect to any security;
- reduce the percentage in principal amount of outstanding debt securities
of any series, the consent of whose holders is required for modification
or amendment of the indenture;
- reduce the percentage in principal amount of outstanding debt securities
of any series necessary for waiver of compliance with certain provisions
of the indenture or for waiver of certain defaults; or
- modify such provisions with respect to modification and waiver. (Section
902)
The holders of a majority in principal amount of the outstanding debt
securities of any series may waive our compliance with certain restrictive
provisions of the indenture. (Section 1010) The holders of a majority in
principal amount of the outstanding debt securities of any series may waive any
past default under the indenture, except a default in the payment of principal,
premium or interest and certain covenants and provisions of the indenture which
cannot be amended without the consent of the holder of each outstanding security
of such series affected. (Section 513)
The indenture will provide that in determining whether the holders of the
requisite principal amount of the outstanding debt securities have given or
taken any direction, notice, consent, waiver or other action under the indenture
as of any date:
- the principal amount of an original issue discount security that will be
deemed to be outstanding will be the amount of the principal thereof that
would be due and payable as of such date upon acceleration of the
maturity thereof to such date;
- if, as of such date, the principal amount payable at the stated maturity
of a security is not determinable, for example, because it is based on an
index, the principal amount of such security deemed to be outstanding as
of such date will be an amount determined in the manner prescribed for
such security; and
- the principal amount of a security denominated in one or more foreign
currencies or currency units that will be deemed to be outstanding will
be the U.S. dollar equivalent, determined as of such date
13
<PAGE> 16
in the manner prescribed for such security, of the principal amount of
such security, or, in the case of a security described in either of the
first two clauses above, of the amount described in that clause. Certain
debt securities, including those for whose payment or redemption money
has been deposited or set aside in trust for the holders and those that
have been fully defeased pursuant to Section 1302 of the indenture, will
not be deemed to be outstanding. (Section 101)
Except in certain limited circumstances, we will be entitled to set any day
as a record date for the purpose of determining the holders of outstanding debt
securities of any series entitled to give or take any direction, notice,
consent, waiver or other action under the indenture, in the manner and subject
to the limitations provided in the indenture. In certain limited circumstances,
the trustee will be entitled to set a record date for action by holders. If a
record date is set for any action to be taken by holders of a particular series,
such action may be taken only by persons who are holders of outstanding debt
securities of that series on the record date. Holders of the requisite principal
amount of such debt securities within a specified period following the record
date must take such action for it to be effective. For any particular record
date, this period will be 180 days or such period as we may specify, or as the
trustee may specify, if it set the record date, and may be shortened or
lengthened, but not beyond 180 days, from time to time. (Section 104)
DEFEASANCE AND COVENANT DEFEASANCE
If and to the extent indicated in the applicable prospectus supplement, we
may elect, at our option at any time, to have certain provisions of the
indenture relating to defeasance and discharge of indebtedness or defeasance of
certain restrictive covenants in the indenture, applied to the debt securities
of any series, or to any specified part of a series. (Section 1301)
Defeasance and Discharge
The indenture will provide that, upon our exercise of our option, if any,
to have Section 1302 of the indenture applied to any debt securities, we will be
discharged from all our obligations with respect to such debt securities, except
for certain obligations to exchange or register the transfer of debt securities,
to replace stolen, lost or mutilated debt securities, to maintain paying
agencies and to hold moneys for payment in trust, upon the deposit in trust for
the benefit of the holders of such debt securities of money or U.S. Government
obligations, or both, which, through the payment of principal and interest in
respect thereof in accordance with their terms, will provide money in an amount
sufficient to pay the principal of and any premium and interest on such debt
securities on the respective stated maturities in accordance with the terms of
the indenture and such debt securities. Such defeasance or discharge may occur
only if, among other things:
- we have delivered to the trustee an opinion of counsel to the effect that
we have received from, or there has been published by, the United States
Internal Revenue Service a ruling; or
- there has been a change in tax law;
in either case to the effect that holders of such debt securities will not
recognize gain or loss for federal income tax purposes as a result of such
deposit, defeasance and discharge and will be subject to federal income tax on
the same amount, in the same manner and at the same times as would have been the
case if such deposit, defeasance and discharge were not to occur. (Sections 1302
and 1304)
Defeasance of Certain Covenants
The indenture will provide that, upon our exercise of our option, if any,
to have Section 1303 of the indenture applied to any debt securities, we may
omit to comply with certain restrictive covenants, including any that may be
described in the applicable prospectus supplement, and the occurrence of certain
events of default, including any that may be described in the applicable
prospectus supplement, will be deemed not to be or result in an event of
default, in each case with respect to such debt securities. We, in order to
exercise such option, will be required to deposit, in trust for the benefit of
the holders of such
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<PAGE> 17
debt securities, money or U.S. Government obligations, or both, which, through
the payment of principal and interest in respect thereof in accordance with
their terms, will provide money in an amount sufficient to pay the principal of
and any premium and interest on such debt securities on the respective stated
maturities in accordance with the terms of the indenture and such debt
securities. We will also be required, among other things, to deliver to the
trustee an opinion of counsel to the effect that holders of such debt securities
will not recognize gain or loss for federal income tax purposes as a result of
such deposit and defeasance of certain obligations and will be subject to
federal income tax on the same amount, in the same manner and at the same times
as would have been the case if such deposit and defeasance were not to occur. In
the event we exercised this option with respect to any debt securities and such
debt securities were declared due and payable because of the occurrence of any
event of default, the amount of money and U.S. Government obligations so
deposited in trust would be sufficient to pay amounts due on such debt
securities at the time of their respective stated maturities but may not be
sufficient to pay amounts due on such debt securities upon any acceleration
resulting from such event of default. In such case, we would remain liable for
such payments. (Sections 1303 and 1304)
NOTICES
We will provide notices to holders of debt securities by mail to the
addresses of such holders as they may appear in the security register. (Sections
101 and 106)
TITLE
We, the trustee and any of our agents or those of the trustee may treat the
person in whose name a security is registered as the absolute owner of such
security, whether or not such security may be overdue, for the purpose of making
payment and for all other purposes. (Section 308)
GOVERNING LAW
The indenture and the debt securities will be governed by, and construed
and enforced in accordance with, the law of the State of New York. (Section 112)
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<PAGE> 18
PLAN OF DISTRIBUTION
We may sell the debt securities to or through one or more underwriters, to
be designated from time to time, for public offering and sale by them and may
also sell such securities to investors directly or through agents or
broker-dealers. We will name any such underwriter or agent involved in the offer
and sale of the debt securities in the applicable prospectus supplement. We have
reserved the right to sell or exchange the debt securities directly to investors
on our own behalf in those jurisdictions where and in such manner as we are
authorized to do so.
The distribution of the debt securities may be effected from time to time
in one or more transactions at a fixed price or prices, which may be changed, or
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices. We may also, from time to
time, authorize dealers, acting as our agents, to offer and sell debt securities
upon the terms and conditions as are set forth in the applicable prospectus
supplement. In connection with the sale of the debt securities, we may
compensate underwriters in the form of underwriting discounts or commissions.
Underwriters may also receive commissions from purchasers of the debt securities
for whom they may act as agent. Underwriters may sell debt securities to or
through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters and/or commissions
from the purchasers for whom they may act as agent.
We will set forth in the applicable prospectus supplement any underwriting
compensation we pay to underwriters or agents in connection with the offering of
debt securities, and any discounts, concessions or commissions allowed by
underwriters to participating dealers. Dealers and agents participating in the
distribution of debt securities may be deemed to be underwriters, and any
discounts and commissions received by them and any profit realized by them on
resale of such securities may be deemed to be underwriting discounts and
commissions. Underwriters, dealers and agents may be entitled, under agreements
we enter into with them, to indemnification against and contribution toward
certain civil liabilities, including liabilities under the Securities Act, and
to our reimbursement for certain expenses.
Certain of the underwriters, dealers or agents and their associates may
engage in transactions with and perform services for us in the ordinary course
of business.
LEGAL MATTERS
Robert G. Kuhbach, Esq., our Vice President, General Counsel and Secretary,
on our behalf, will pass upon certain legal matters with respect to the debt
securities to which this prospectus relates. Counsel for any agents or
underwriters identified in the applicable prospectus supplement will pass upon
certain legal matters on behalf of such agents or underwriters.
EXPERTS
We have incorporated by reference in this prospectus the financial
statements contained in our Annual Report on Form 10-K for the year ended
December 31, 1999 in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on that firm's authority as experts in auditing
and accounting.
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<PAGE> 19
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses to be paid by the Company in connection with the distribution
of the securities being registered are as set forth in the following table:
<TABLE>
<S> <C>
Securities and Exchange Commission Fee...................... $264,000
*Rating Agency.............................................. 285,000
*Legal Fees and Expenses.................................... 125,000
*Accounting Fees and Expenses............................... 10,000
*Printing Expenses.......................................... 20,000
*Blue Sky Fees.............................................. 20,000
*Trustee/Issuing & Paying Agent Fees and Expenses........... 50,000
*Miscellaneous.............................................. 6,000
*Total............................................ $780,000
========
</TABLE>
---------------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is a Delaware corporation. Section 145 of the Delaware General
Corporation Law generally provides that a corporation is empowered to indemnify
any person who is or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding by reason of the fact that he or she is
or was a director, officer, employee or agent of the Company or is or was
serving, at the request of the Company, in any of such capacities of another
corporation or other enterprise, if such director, officer, employee or agent
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The statute describes in detail the right of the Company
to indemnify any such person. Article XII of the By-Laws of the Company provides
for indemnification of directors, officers, employees and agents of the Company
for expenses (including attorney's fees), judgments, fines, ERISA excise taxes
or penalties and amounts paid in settlement with respect to threatened, pending
or completed actions, suits or proceedings to the full extent permitted under
the laws of the State of Delaware. Article SEVENTEENTH of the Restated
Certificate of Incorporation of the Company, as amended, eliminates the
liability of directors to the fullest extent permitted under the
above-referenced Delaware statute.
The Company has in effect a policy insuring itself, its subsidiaries and
their respective directors and officers, to the extent they may be required or
permitted to indemnify such officers or directors, against certain liabilities
arising from acts or omissions in the discharge of their duties that they will
become legally obligated to pay. The policy is for a period ending November 5,
2003 and provides a maximum coverage of $50 million and (subject to certain
enumerated exclusions) covers 100% of all losses without a deductible.
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<PAGE> 20
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<S> <C>
* 1 Form of Underwriting Agreement.
** 4.1 Form of Indenture.
* 4.2 Form of Debt Security.
** 5 Opinion of Robert G. Kuhbach, Esq.
12 Statement regarding Computation of Ratio of Earnings to
Fixed Charges.
**23.1 Consent of PricewaterhouseCoopers LLP.
**23.2 Consent of Robert G. Kuhbach, Esq. (contained in his opinion
filed as Exhibit 5 to this Registration Statement).
**24 Powers of Attorney (contained on the signature page).
***25 Statement of Eligibility of Trustee on Form T-1.
</TABLE>
---------------
* To be filed by amendment or by a report on Form 8-K pursuant to Regulation
S-K, Item 601(b).
**Previously filed.
*** To be filed separately pursuant to Trust Indenture Act Section 305(b)(2).
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that the information required to be included in a
post-effective amendment by paragraphs (a)(1)(i) and (a)(1)(ii) above may
be contained in periodic reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment will be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time will be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
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<PAGE> 21
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement will be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time will be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
Subsection (a) of Section 310 of the Trust Indenture Act (the "Act") in
accordance with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Act.
II-3
<PAGE> 22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York on
November 15, 2000.
DOVER CORPORATION
By: /s/ ROBERT G. KUHBACH
-------------------------------------
Robert G. Kuhbach
Vice President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the registration statement has been signed by each of the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* President, Chief Executive November 15, 2000
--------------------------------------------------- Officer and Chairman
Thomas L. Reece (Principal Executive
Officer)
* Vice President -- Finance November 15, 2000
--------------------------------------------------- and Director (Principal
David S. Smith Financial Officer)
* Controller (Principal November 15, 2000
--------------------------------------------------- Accounting Officer)
George F. Meserole
* Director November 15, 2000
---------------------------------------------------
David H. Benson
* Director November 15, 2000
---------------------------------------------------
Jean-Pierre M. Ergas
* Director November 15, 2000
---------------------------------------------------
Roderick J. Fleming
* Director November 15, 2000
---------------------------------------------------
Kristiane C. Graham
* Director November 15, 2000
---------------------------------------------------
James L. Koley
* Director November 15, 2000
---------------------------------------------------
Richard K. Lochridge
* Director November 15, 2000
---------------------------------------------------
Gary L. Roubos
* Director November 15, 2000
---------------------------------------------------
Michael B. Stubbs
*By /s/ ROBERT G. KUHBACH
--------------------------------------------
Robert G. Kuhbach
Attorney-in-fact and Agent
</TABLE>
II-4
<PAGE> 23
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION OF EXHIBIT NO.
------- ---------------------- ----
<C> <S> <C>
*1 Form of Underwriting Agreement.
**4.1 Form of Indenture.
*4.2 Form of Debt Security.
**5 Opinion of Robert G. Kuhbach, Esq.
12 Statement regarding Computation of Ratio of Earnings to
Fixed Charges.
**23.1 Consent of PricewaterhouseCoopers LLP
**23.2 Consent of Robert G. Kuhbach, Esq. (contained in his opinion
filed as Exhibit 5 to this Registration Statement)
**24 Powers of Attorney (contained on the signature page).
***25 Statement of Eligibility of Trustee on Form T-1.
</TABLE>
---------------
* To be filed by amendment or by a report on Form 8-K pursuant to Regulation
S-K, Item 601(b).
** Previously filed.
***To be filed separately pursuant to Trust Indenture Act Section 305(b)(2).
