<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, 1999
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)
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REQUIRED INFORMATION
(as required by items no. 1 thru 3)
INDEX
<TABLE>
<CAPTION>
Page
<S> <C>
Report of Independent Accountants 1
Financial Statements:
Statements of Net Assets Available for Plan Benefits as of 2
December 31, 1999 and 1998
Statements of Changes in Net Assets Available for Plan Benefits 3
for the years ended December 31, 1999 and December 31, 1998
Notes to Financial Statements 4
Supplemental Schedule:
Schedule H, Line 4i - Schedule of Assets 10
held for investment purposes as of
December 31, 1999.
</TABLE>
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
Dover Corporation Retirement Savings Plan:
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Dover Corporation Retirement Savings Plan (the "Plan") at December 31,
1999 and 1998, and the changes in net assets available for benefits for the
years ended December 31, 1999 and 1998 in conformity with accounting principles
generally accepted in the United States. 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 auditing standards generally
accepted in the United States, 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 accompanying supplemental schedule of
Assets Held for Investment Purposes at the end of the year as of December 31,
1999, is presented for the purpose of additional analysis and is not a required
part of the basic financial statements but is 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 supplemental
schedule is the responsibility of the Plan's management. The supplemental
schedule has been subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
PRICEWATERHOUSECOOPERS LLP
NEW YORK, NEW YORK
June 26, 2000
1
<PAGE> 4
DOVER CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
DECEMBER 31, 1999 1998
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<S> <C> <C>
ASSETS
------
Investments at fair value:
Dover Corporation Common Stock Fund $ 214,644,534 $ 174,206,608
Mutual Funds 286,726,163 189,386,862
Notes receivable from employees 19,610,294 16,977,330
Employee Contributions receivable 0 1,180
Employer Contributions receivable 0 16,832
---------------------- ----------------------
Total Assets $ 520,980,991 $ 380,588,812
====================== ======================
Net assets available
---------------------- ----------------------
for benefits $ 520,980,991 $ 380,588,812
====================== ======================
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
2
<PAGE> 5
DOVER CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
DECEMBER 31, 1999 1998
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<S> <C> <C>
Investment Income:
Interest $ 3,003,710 $ 2,086,498
Dividends 18,232,889 12,797,407
Net appreciation (depreciation)
in fair value of investments 68,321,814 9,904,346
------------------- --------------------
89,558,413 24,788,251
------------------- --------------------
Contributions:
Employees 26,529,509 24,875,352
Employers 11,637,648 9,126,224
------------------- --------------------
38,167,157 34,001,576
------------------- --------------------
Net loans to participants (1,904,011) (1,184,412)
Plan Merger 47,933,399 15,001,697
Plan Spinoff 0 (69,427,088)
Rollovers 1,162,243 1,899,306
Distributions (34,525,022) (24,588,061)
------------------- --------------------
Increase (decrease) in net assets
available for plan benefits 140,392,179 (19,508,731)
Net assets available for benefits
Beginning of period 380,588,812 400,097,543
------------------- --------------------
End of period $ 520,980,991 $ 380,588,812
=================== ====================
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
3
<PAGE> 6
(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 benefits and
changes in net assets available for benefits for the Dover
Corporation Retirement Savings Plan (the "Plan").
(b) Management of Trust Funds
American Express Trust (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 ("AXP") 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 money
market securities.
- The AXP Stock Fund (Equity Fund) is authorized to invest
mainly in U.S. common stocks and bonds.
- The AXP 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 AXP 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.
- The Templeton Foreign Fund is authorized to invest
primarily in stocks and debt obligations of companies and
governments outside the United States.
- The AIM Constellation Fund is authorized to invest
primarily in common stocks of medium-sized and smaller
emerging growth companies.
- The American Express Trust Long-Term Horizon Fund is
authorized to invest in other collective investment funds to
create a diversified portfolio.
- The American Express Trust Medium-Term Horizon Fund is
authorized to invest in other collective investment funds to
create a diversified portfolio.
- The American Express Trust Short-Term Horizon Fund is
authorized to invest in other collective investment funds to
create a diversified portfolio.
- 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.
4
<PAGE> 7
(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 at 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 benefits and the statement of changes
in net assets available for benefits.
(f) Other
The Plan presents in the Statement of Changes in Net Assets
Available for 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.
(g) Reclassification
Certain amounts in the 1998 financial statements have been
reclassified to conform to the 1999 presentation.
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.
5
<PAGE> 8
The Plan is a defined contribution plan established to encourage and
facilitate systematic retirement savings and investment by eligible
employees of Dover Corporation and it's subsidiaries ("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 18 or 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.
Most participating Dover units (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.
At December 31, 1999, the forfeited nonvested accounts that were
unallocated to participants totaled $76,758. These accounts will be used
to reduce future employer contributions. Also, in 1999 employer
contributions were reduced by $262,000 from forfeited nonvested accounts.
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.
6
<PAGE> 9
The minimum a participant may borrow is $1,000, and the maximum amount is
determined by the balance in the participant's vested account as of the
Valuation Date preceding the loan request in accordance with Department
of Labor Regulations, as per the following schedule:
<TABLE>
<CAPTION>
Vested Account Balance Allowable Loan
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<S> <C>
less than or equal to $100,000 up to 50% of Vested Account Balance
more than $100,000 $50,000
</TABLE>
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) The following presents investments that represent 5 percent or more of
the Plan's net assets.
<TABLE>
<CAPTION>
December 31
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1999 1998
-------------------- --------------------
<S> <C> <C>
Dover Corporation Common Stock Fund
4,340,542 and 4,404,853 shares respectively $214,644,534 $174,214,404
American Express Trust Income Fund II
3,292,605 and 2,856,636 shares respectively 64,056,872 50,089,948
AXP Stock Fund
2,350,849 and 1,912,891 shares respectively 64,891,843 48,788,753
AXP New Dimensions Fund
2,497,319 and 1,769,923 shares respectively 89,488,192 48,346,411
AXP Mutual Fund
1,589,411 shares - 20,121,029
</TABLE>
During 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
in value by $68,321,814 as follows:
<TABLE>
<S> <C>
Dover Corporation Common Stock Fund $40,311,210
Mutual Funds 28,010,604
------------------
$68,321,814
==================
</TABLE>
7
<PAGE> 10
(4) 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.
(5) Plan Termination
Although it has not expressed any intent to do so, Dover has the right
under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
termination, participants will become 100% vested in their accounts.
(6) Plan Merger and Spin-Off
On January 1, 1999 assets amounting to $2,503,464 were merged into the
Plan from the Vitronics Corporation Profit Sharing Plan. Vitronics is an
indirect 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 an indirect 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 an indirect 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 is an
indirect wholly owned subsidiary of Dover Corporation. Koolant Koolers
employees began participating in the plan on April 1, 1999.
On April 1, 1999 assets amounting to $11,336,271 were merged into the
Plan from the Dover Technology International Profit Sharing Plan & Trust.
Dover Technologies International Incorporated is an indirect wholly owned
subsidiary of Dover Corporation. Dover Technologies International, Inc.
employees began participating in the plan on April 1, 1999 except to the
extent that some of the employees had already been participating in the
Plan on a salary deferral basis.
On August 1, 1999 assets amounting to $12,248,493 were merged into the
Plan from the Wiseco Piston, Inc. Employee's Amended and Restated
Profit-Sharing Plan and Trust With Cash or Deferred (401(k)) Features.
Wiseco Piston, Inc. is an indirect wholly owned subsidiary of Dover
Corporation. Wiseco Piston employees began participating in the plan on
August 1, 1999.
On October 1, 1999 assets amounting to $7,792,756 were merged into the
Plan from the CONMEC, INC. and Affiliates Employee 401(k) Savings and
Profit Sharing Plan. CONMEC, INC. is an indirect wholly owned subsidiary
of Dover Corporation. CONMEC, INC. employees began participating in the
plan on October 1, 1999.
On January 1, 1998 assets amounting to $421,161 were merged into the Plan
from the Randell Arizona Retirement Plan Number One. Randell is an
indirect wholly owned subsidiary of Dover Corporation. Randell employees
began participating in the plan on January 1, 1998.
8
<PAGE> 11
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 an
indirect 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 an indirect 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 an indirect wholly owned subsidiary of
Dover Corporation. Randell Hourly Shop employees began participating in
the plan on July 1, 1998.
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 an indirect wholly owned subsidiary of Dover Corporation. Tarby
of Delaware 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 an
indirect wholly owned subsidiary of Dover Corporation. Richland employees
began participating in the plan on July 1, 1998.
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 were transferred to Thyssen Corporation as of the sale date.
(7) Subsequent Events
On April 1, 2000 assets amounting to $598,068 were merged into the Plan
from Robohand, Inc. 401(k) New Comparability Profit Sharing Plan.
Robohand, Inc. is an indirect wholly owned subsidiary of Dover
Corporation. Robohand employees began participating in the plan on July
1, 1998.
9
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DOVER CORPORATION RETIREMENT SAVINGS PLAN
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
(a) (b) (c) (d)
Identity of issure, borrower Description of investment, including maturity date, rate of
Lesser or similar party interest, collateral par or maturity value
Current Value
<S> <C> <C>
Common Stock Fund:
* American Express Trust Stock Fund, 4,340,542 shares 214,644,534
Mutual Funds:
* American Express Trust Equity Fund, 2,350,849 shares 64,891,843
* American Express Trust Growth Fund (New Dimensions) 2,497,319 shares 89,488,192
* American Express Trust Templeton Fund, 702,601 shares 7,885,586
* American Express Trust Aim Constellation, 500,243 shares 20,341,469
* American Express Trust Balance Fund (IDS Mutual Fund Y) 1,920,047 shares 24,389,262
* American Express Trust Income Fund, 3,292,605 shares 64,056,872
* American Express Trust Long-Term Horizon, 285,434 shares 7,525,182
* American Express Trust Medium-Term Horizon, 205,420 shares 4,353,876
* American Express Trust Short-Term Horizon, 224,304 shares 3,793,881
Loans:
* Plan Participant Loan Fund, Interest rate varies from 6% to 11% 19,610,294
* Denotes party-in-interest
</TABLE>
10
<PAGE> 13
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.
<TABLE>
<S> <C>
DOVER CORPORATION
RETIREMENT SAVINGS PLAN
Dated: June 26,2000 By: /s/ Robert G. Kuhbach
-------------------------------------
Robert G. Kuhbach, Vice President
and Secretary
and Member Pension Committee
(Plan Administrator)
</TABLE>
