1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                              FORM 11-K - K/A No.1

(Mark One)

               [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]


                   For the fiscal year ended December 31, 1997


                                       OR

             [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
                SECURITIES EXCHANGE Act of 1934 [NO FEE REQUIRED]


                 For the transition period from ________________

                   Commission file number SEC File No. 2-91561


                  A: DOVER CORPORATION RETIREMENT SAVINGS PLAN
                            (Full title of the plan)

                  B:           DOVER CORPORATION
                                 280 Park Avenue
                            New York, New York 10017
                                  212/922-1640


           (Name of issuer of the securities held pursuant to the plan
               and the address of its principal executive office)
   2
                              REQUIRED INFORMATION
                       (as required by items no. 1 thru 3)


                                      INDEX


Independent Accountants' Report

Financial Statements:

         Statements of Net Assets Available for Plan Benefits as of
                  December 31, 1997 and 1996

         Statements of Changes in Net Assets Available for Plan Benefits for the
                  years ended December 31, 1997 and December 31, 1996


         Notes to Financial Statements

Supplemental Schedules:

         Schedule I - Item 27a - Schedule of Assets held for investment purposes
                  as of December 31, 1997.

         Schedule II - Item 27d - Reportable Transactions for the year ended
                  December 31, 1997.
   3
                         Independent Accountants' Report


Pension Committee,
Dover Corporation
Retirement Savings Plan:

We have audited the statements of net assets available for plan benefits of the
Dover Corporation Retirement Savings Plan (the "Plan") as of December 31, 1997
and 1996, and the related statements of changes in net assets available for plan
benefits for the years ended December 31, 1997 and 1996. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1997 and 1996 and the changes in net assets available for plan
benefits for each of the years ended December 31, 1997 and 1996, in conformity
with general accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Fund information in the statements of
net assets available for plan benefits and the statements of changes in net
assets available for plan benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits and
changes in net assets available for plan benefits of each fund. The supplemental
schedules of the Plan as of and for the year ended December 31, 1997 are
presented for the purpose of additional analysis and are not a required part of
the basic financial statements, but are supplementary information required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The Fund information
and supplemental schedules have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, are
fairly stated, in all material respects, in relation to the basic financial
statements taken as a whole.



NEW YORK, NEW YORK
June 24, 1998

                                                        COOPERS & LYBRAND L.L.P.
   4
                                DOVER CORPORATION
                             RETIREMENT SAVINGS PLAN
               STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
                                DECEMBER 31, 1997

PARTICIPANT DIRECTED ---------------------------------------------------------------------------------------- STOCK INCOME EQUITY GROWTH BALANCED TOTAL FUND FUND FUND FUND FUND ASSETS Investments at fair value Common stock Dover Corporation $ 201,346,126 $ 201,346,126 $ -- $ -- $ -- $ -- Common stock funds 102,932,957 -- -- 51,317,368 40,649,981 -- Other funds 77,888,633 -- 51,409,898 -- -- 20,456,412 Notes receivable from employees 17,938,038 -- -- -- -- -- Employer contributions receivable (8,211) (8,211) -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Total Assets $ 400,097,543 $ 201,337,915 $ 51,409,898 $ 51,317,368 $ 40,649,981 $ 20,456,412 ==================================================================================================================================== LIABILITIES Due to (from) other fund $ -- $ 125,286 $ (226,782) $ 23,696 $ 15,009 $ 49,065 - ------------------------------------------------------------------------------------------------------------------------------------ Total Liabilities -- 125,286 (226,782) 23,696 15,009 49,065 - ------------------------------------------------------------------------------------------------------------------------------------ Net assets available for Plan benefits $ 400,097,543 $ 201,212,629 $ 51,636,680 $ 51,293,672 $ 40,634,972 $ 20,407,347 ==================================================================================================================================== * * * * * PARTICIPANT DIRECTED ---------------------------------------------------------------------------------- AIM HORIZON --------------------------------------------- LOAN CONSTELLATION TEMPLETON SHORT MEDIUM LONG FUND FUND FUND FUND FUND FUND ASSETS Investments at fair value Common stock Dover Corporation $ -- $ -- $ -- $ -- $ -- $ -- Common stock funds -- 7,445,056 3,520,552 -- -- -- Other funds -- -- -- 944,726 2,178,627 2,898,970 Notes receivable from employees 17,938,038 -- -- -- Employer contributions receivable -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Total Assets $ 17,938,038 $ 7,445,056 $ 3,520,552 $ 944,726 $ 2,178,627 $ 2,898,970 ============================================================================================================================== LIABILITIES Due to (from) other fund $- $ 13,726 $ -- $ -- $ -- $ -- - ------------------------------------------------------------------------------------------------------------------------------ Total Liabilities -- 13,726 -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Net assets available for Plan benefits $ 17,938,038 $ 7,431,330 $ 3,520,552 $ 944,726 $ 2,178,627 $ 2,898,970 ==============================================================================================================================
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. *THESE INVESTMENTS REPRESENT 5 PERCENT OR MORE OF THE PLAN'S NET ASSETS. 5 DOVER CORPORATION RETIREMENT SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1996
PARTICIPATED DIRECTED ------------------------------------------------------------------------------------ STOCK INCOME EQUITY GROWTH BALANCED TOTAL FUND FUND FUND FUND FUND ASSETS Investments as fair value Common stock Dover Corporation $ 129,129,854 $ 129,129,854 $ -- $ -- $ -- $ -- Common stock funds 78,195,853 -- -- 40,447,074 30,310,820 -- Other funds 71,476,120 -- 51,861,788 -- -- 16,001,229 Notes receivable for employees 15,097,469 -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Total Assets $ 293,899,296 $ 129,129,854 $ 51,861,788 $ 40,447,074 $ 30,310,820 $ 16,001,229 =================================================================================================================================== LIABILITIES Due to (from) other fund $ -- $ (119,565) $ 321,830 $ 187,268 $ (76,152) $ -- - ----------------------------------------------------------------------------------------------------------------------------------- Total Liabilities -- (119,565) 321,830 187,268 (76,152) -- - ----------------------------------------------------------------------------------------------------------------------------------- Net Assets availables for Plan benefits $ 293,899,296 $ 129,249,419 $ 51,539,958 $ 40,259,806 $ 30,386,972 $ 16,001,229 =================================================================================================================================== * * * * * PARTICIPATED DIRECTED ----------------------------------------------------------------------------------- HORIZON AIM --------------------------------------------- LOAN CONSTELLATION TEMPLETON SHORT MEDIUM LONG FUND FUND FUND FUND FUND FUND ASSETS Investments as fair value Common stock Dover Corporation $ -- $ -- $ -- $ -- $ -- $ -- Common stock funds -- 5,437,065 2,000,894 -- -- -- Other funds -- -- -- 643,234 1,231,571 1,738,298 Notes receivable for employees 15,097,469 -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Total Assets $ 15,097,469 $ 5,437,065 $ 2,000,894 $ 643,234 $ 1,231,571 $ 1,738,298 =================================================================================================================================== LIABILITIES Due to (from) other fund $ -- $ (50,000) $ (263,381) $ -- $ -- $ -- - ----------------------------------------------------------------------------------------------------------------------------------- Total Liabilities -- (50,000) (263,381) -- -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Net Assets availables for Plan benefits $ 15,097,469 $ 5,487,065 $ 2,264,275 $ 643,234 $ 1,231,571 $ 1,738,298 ===================================================================================================================================
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. *THESE INVESTMENTS REPRESENT 5 PERCENT OR MORE OF THE PLAN'S NET ASSETS. 6 DOVER CORPORATION RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1997
PARTICIPANT DIRECTED ----------------------------------------------------------------------------- STOCK INCOME EQUITY GROWTH TOTAL FUND FUND FUND FUND ------------- ------------- ------------- ------------- ------------- Investment Income: Interest $ 1,269,322 $ 6,806 $ 4,824 $ 11,413 $ 5,841 Dividends 15,909,378 1,884,726 -- 7,125,891 3,027,766 Net appreciation (depreciation) in fair value of investments 69,713,169 57,766,603 3,059,117 3,188,664 4,793,384 ------------- ------------- ------------- ------------- ------------- 86,891,869 59,658,135 3,063,941 10,325,968 7,826,991 ------------- ------------- ------------- ------------- ------------- Contributions: Employees 23,920,188 8,076,194 3,695,839 3,328,208 3,940,355 Employer 8,207,682 8,207,682 -- -- -- ------------- ------------- ------------- ------------- ------------- 32,127,870 16,283,876 3,695,839 3,328,208 3,940,355 ------------- ------------- ------------- ------------- ------------- Net loans to participants -- (1,885,565) (763,288) (600,403) (343,577) Interfund transfers -- 3,827,907 (2,222,865) (1,262,083) (190,296) Plan merger 3,632,915 308,552 1,215,568 1,206,458 255,258 Rollovers 1,141,663 432,009 59,731 123,743 293,748 Distribution to participants (17,596,070) (6,661,704) (4,952,204) (2,088,025) (1,534,479) ------------- ------------- ------------- ------------- ------------- Increase in net assets ------------- ------------- ------------- ------------- ------------- available for plan benefits 106,198,247 71,963,210 96,722 11,033,866 10,248,000 Net assets available for plan benefits Beginning of period 293,899,296 129,249,419 51,539,958 40,259,806 30,386,972 ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- End of period $ 400,097,543 $ 201,212,629 $ 51,636,680 $ 51,293,672 $ 40,634,972 ============= ============= ============= ============= =============
PARTICIPANT DIRECTED ----------------------------------------------------------------------------- AIM HORIZON BALANCED LOAN CONSTELLATION TEMPLETON SHORT FUND FUND FUND FUND FUND ------------- ------------- ------------- ------------- ------------- Investment Income: Interest $ 3,843 $ 1,239,362 $ (2,011) $ (791) $ (85) Dividends 2,929,403 -- 522,289 419,303 -- Net appreciation (depreciation) in fair value of investments 265,308 -- 203,024 (243,909) 101,666 ------------- ------------- ------------- ------------- ------------- 3,198,554 1,239,362 723,302 174,603 101,581 ------------- ------------- ------------- ------------- ------------- Contributions: Employees 1,696,590 -- 1,272,523 626,221 189,561 Employer -- -- -- -- -- ------------- ------------- ------------- ------------- ------------- 1,696,590 -- 1,272,523 626,221 189,561 ------------- ------------- ------------- ------------- ------------- Net loans to participants (223,779) 3,902,817 (43,333) (15,399) (5,679) Interfund transfers (29,161) (1,246,286) 71,010 439,595 170,153 Plan merger 419,828 17,299 69,421 88,605 12,507 Rollovers 19,263 -- 64,745 37,175 1,175 Distribution to participants (675,177) (1,072,623) (213,403) (94,523) (167,806) ------------- ------------- ------------- ------------- ------------- Increase in net assets ------------- ------------- ------------- ------------- ------------- available for plan benefits 4,406,118 2,840,569 1,944,265 1,256,277 301,492 Net assets available for plan benefits Beginning of period 16,001,229 15,097,469 5,487,065 2,264,275 643,234 ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- End of period $ 20,407,347 $ 17,938,038 $ 7,431,330 $ 3,520,552 $ 944,726 ============= ============= ============= ============= =============
PARTICIPANT DIRECTED ----------------------------- HORIZON MEDIUM LONG FUND FUND ------------- ------------- Investment Income: Interest $ 86 $ 34 Dividends -- -- Net appreciation (depreciation) in fair value of investments 214,973 364,339 ------------- ------------- 215,059 364,373 ------------- ------------- Contributions: Employees 397,595 697,102 Employer -- -- ------------- ------------- 397,595 697,102 ------------- ------------- Net loans to participants 898 (22,692) Interfund transfers 317,101 124,925 Plan merger 13,619 25,800 Rollovers 13,522 96,552 Distribution to participants (10,738) (125,388) ------------- ------------- Increase in net assets ------------- ------------- available for plan benefits 947,056 1,160,672 Net assets available for plan benefits Beginning of period 1,231,571 1,738,298 ------------- ------------- ------------- ------------- End of period $ 2,178,627 $ 2,898,970 ============= =============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 7 DOVER CORPORATION RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1996
PARTICIPATED DIRECTED ----------------------------------------------------------------------------- STOCK INCOME EQUITY GROWTH TOTAL FUND FUND FUND FUND ------------- ------------- ------------- ------------- ------------- Investment Income: Interest $ 4,256,888 $ 436,329 $ 2,499,115 $ 299,795 $ 34,818 Dividends 7,219,046 1,611,025 -- 2,663,250 1,162,526 Net appreciation (depreciation) in fair value of investments 43,130,295 33,669,224 448,496 3,762,841 4,348,791 ------------- ------------- ------------- ------------- ------------- 54,606,229 35,716,578 2,947,611 6,725,886 5,546,135 ------------- ------------- ------------- ------------- ------------- Contributions: Employees 18,648,382 6,310,018 3,685,258 3,017,199 3,185,475 Employer 6,624,464 6,624,464 -- -- -- ------------- ------------- ------------- ------------- ------------- 25,272,846 12,934,482 3,685,258 3,017,199 3,185,475 ------------- ------------- ------------- ------------- ------------- Net loans to participants -- (1,648,271) (1,225,141) (742,695) (440,209) Interfund transfers -- (5,311,626) (948,170) (3,719,182) 2,553,308 Plan merger 21,007,328 1,807,063 9,546,093 7,355,086 1,483,311 Rollovers 1,082,669 277,029 241,903 119,889 236,611 Distributions to participants (17,659,927) (5,787,028) (5,792,481) (2,237,764) (1,262,719) ------------- ------------- ------------- ------------- ------------- Increase in net assets ------------- ------------- ------------- ------------- ------------- available for plan benefits 84,309,145 37,988,227 8,455,073 10,518,419 11,301,912 ------------- ------------- ------------- ------------- ------------- Net assets available for plan benefits Beginning of period 209,590,151 91,261,192 43,084,885 29,741,387 19,085,060 End of period $ 293,899,296 $ 129,249,419 $ 51,539,958 $ 40,259,806 $ 30,386,972 ============= ============= ============= ============= =============
PARTICIPATED DIRECTED ------------------------------------------------------------------------------ AIM HORIZON BALANCED LOAN CONSTELLATION TEMPLETON SHORT FUND FUND FUND FUND FUND ------------- ------------- ------------- ------------- ------------- Investment Income: Interest $ 7,295 $ 979,310 $ 271 $ (158) $ 31 Dividends 1,521,895 -- 180,310 80,040 -- Net appreciation (depreciation) in fair value of investments 436,960 -- 114,641 105,119 32,620 ------------- ------------- ------------- ------------- ------------- 1,966,150 979,310 295,222 185,001 32,651 ------------- ------------- ------------- ------------- ------------- Contributions: Employees 1,468,131 -- 475,863 167,352 43,874 Employer -- -- -- -- -- ------------- ------------- ------------- ------------- ------------- 1,468,131 -- 475,863 167,352 43,874 ------------- ------------- ------------- ------------- ------------- Net loans to participants (291,206) 4,424,559 (22,485) (13,858) 1,318 Interfund transfers (1,441,595) (979,310) 4,721,447 1,953,324 598,534 Plan merger 603,887 66,377 61,934 80,636 -- Rollovers 83,846 -- 58,154 31,460 1,837 Distributions to participants (1,572,452) (626,626) (103,070) (139,640) (34,980) ------------- ------------- ------------- ------------- ------------- Increase in net assets ------------- ------------- ------------- ------------- ------------- available for plan benefits 816,761 3,864,310 5,487,065 2,264,275 643,234 ------------- ------------- ------------- ------------- ------------- Net assets available for plan benefits Beginning of period 15,184,468 11,233,159 -- -- -- End of period $ 16,001,229 $ 15,097,469 $ 5,487,065 $ 2,264,275 $ 643,234 ============= ============= ============= ============= =============
PARTICIPATED DIRECTED ------------------------------- HORIZON ----------------------------- MEDIUM LONG FUND FUND ------------- ------------- Investment Income: Interest $ (131) $ 213 Dividends -- -- Net appreciation (depreciation) in fair value of investments 84,779 126,824 ------------- ------------- 84,648 127,037 ------------- ------------- Contributions: Employees 122,645 172,567 Employer -- -- ------------- ------------- 122,645 172,567 ------------- ------------- Net loans to participants (19,225) (22,787) Interfund transfers 1,139,235 1,434,035 Plan merger 1,868 1,073 Rollovers 5,416 26,524 Distributions to participants (103,016) (151) ------------- ------------- Increase in net assets ------------- ------------- available for plan benefits 1,231,571 1,738,298 ------------- ------------- Net assets available for plan benefits Beginning of period -- -- End of period $ 1,231,571 $ 1,738,298 ============= =============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 8 (1) Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying statements, prepared on the accrual basis of accounting, present the net assets available for Plan benefits and changes in net assets available for Plan benefits for the Dover Corporation Retirement Savings Plan (the "Plan"). On January 1, 1996, the plan changed its name from the "Dover Corporation Employee Savings and Investment Plan," to the "Dover Corporation Retirement Savings Plan." (b) Management of Trust Funds American Express Financial Advisors (the "Trustee") has been granted discretionary authority to purchase and sell securities. The Trustee maintains investment funds as follows: - The Dover Corporation Pooled Stock Account (Stock Fund) is authorized to invest in Dover Corporation common stock and money market funds. - The American Express Trust Income Fund II (Income Fund) is authorized to invest primarily in insurance and bank investment contracts. About 90% of the investments are made in stable contracts; the remaining 10% are invested in high-quality money market securities. - The IDS Stock Fund (Equity Fund) is authorized to invest mainly in U.S. common stocks and bonds. This is a medium risk fund with medium long-term return potential. - The IDS Mutual Fund (Balanced Fund) is authorized to invest mainly in common and preferred stocks and bonds while it also makes investments in securities of foreign issuers, cash, short-term corporate notes and repurchase agreements, and stock index futures contracts and options. - The IDS New Dimensions Fund (Growth Fund) is authorized to invest mainly in U.S. common stocks and may also invest in securities of foreign issuers, cash, short-term corporate notes and repurchase agreements, and stock index futures contracts and options. This fund has a higher long-term return potential. On January 1, 1996 the number of investment funds was increased by 5 for a total of 10. The five new funds include: - The Templeton Foreign Fund - Class 1 is authorized to invest primarily in stocks and debt obligations of companies and governments outside the United States with the objective of obtaining long-term capital growth. - The Aim Constellation Fund is authorized to invest primarily in common stocks of medium-sized and smaller emerging growth companies with the objective of obtaining capital growth. - The American Express Trust Long-Term Horizon Fund is authorized to invest in other collective investment funds to create a diversified portfolio with an aggressive risk profile appropriate for individuals with long-term time horizons. - The American Express Trust Medium-Term Horizon Fund is authorized to invest in other collective investment funds to create a diversified portfolio with a moderately conservative risk profile appropriate for individuals with medium-term time horizons 9 - The American Express Trust Short-Term Horizon Fund is authorized to invest in other collective investment funds to create a diversified portfolio with a conservative risk profile appropriate for individuals with short-term time horizons. The Plan Administrator may delegate the management of the Plan's assets to another investment manager if it deems it advisable in the future. Funds temporarily awaiting investment are placed in a short-term investment fund of the Trustee where they earn the prevailing market rate of interest. (c) Investments Investments in securities are carried by the Plan at fair values, which are determined by the Trustee, as follows: - Common stock - quotations obtained from National Securities Exchanges; and fixed income and short-term securities (U.S. government obligations, commercial paper, corporate bonds) - stated at market values based upon market quotations obtained from published sources. - Purchases and sales of investment securities are reflected on a trade-date basis. Gains and losses on sales of investment securities are determined on the average cost method. - Dividend income is recorded on the ex-dividend date. Income from other investments is recorded as earned. (d) Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates (e) Risks and Uncertainties The Plan provides for various investment options in any combination of stocks, bonds, mutual funds, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is as least reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits. (f) Other The Plan presents in the Statement of Changes in Net Assets the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. (2) The Plan The following description of the Plan provides only general information. The provisions of the Plan are governed in all respects by the detailed terms and conditions contained in the Plan itself. 10 The Plan is a defined contribution plan established to encourage and facilitate systematic retirement savings and investment by eligible employees of Dover Corporation ("Dover"). Participating units of Dover may participate in (i) the salary reduction and matching contribution portions of the Plan, (ii) the profit-sharing contribution portion of the Plan, or (iii) both. All employees of such participating units who have reached age 21 and completed one year of service are eligible to participate in the Plan. Salary reduction contributions to the Plan are voluntary. A participant may elect to exclude from 1% to 18% in whole percentages of his or her compensation (the "Deferred Amount") from current taxable income by contributing it to the Plan. The amount contributed is subject to applicable Internal Revenue Code limits, and the percentage of compensation contributed by highly compensated employees may be further limited to enable the Plan to satisfy nondiscrimination requirements. In addition, the Internal Revenue Code limits to $150,000 (as adjusted for cost-of-living increases) the amount of compensation that may be taken into account under the Plan. Each participating Dover unit (Employers) made contributions to the Plan on behalf of the Participants employed by it equal to a percentage of the first 6% of earnings included in the Deferred Amount (the "Employer Matching Contribution"). At the discretion of an Employer's Board of Directors, an additional year-end Employer Matching Contribution may be made to the Plan on behalf of Participants employed on the last day of the year. Basic and additional matching contributions are subject to an aggregate limit on such contributions of 200% of the first 6% of compensation included in the Deferred Amount. The minimum basic matching contribution is 10% of compensation included in the Deferred Amount. All employer-matching contributions are initially invested in the Stock Fund. Participants are fully vested with respect to amounts attributable to their salary reduction amounts and matching contributions. An Employer may elect to make Profit Sharing Contributions for a plan year with respect to its employees who have satisfied the age and service requirements described above. Such contributions will be allocated in proportion to the compensation of participants who are employed by that employer and are employees on the last day of the plan year. A participant's Profit-Sharing account vests at the rate of 20% per year of service (except in the case of certain Employers, whose employees' Profit-Sharing Contribution accounts are immediately vested). A participant's Profit-Sharing account becomes fully vested after five years, upon the attainment of age 65 while an employee, in the event of his or her death or permanent disability while an employee, or in the event of a plan termination. A participant's vested account balance in the Plan is distributable following the participant's retirement, death, or other termination of employment. On October 1, 1995 the Plan was amended to allow for installment distribution payments in the case of fully vested participants who have attained age 55. The Plan does not permit withdrawals during a Participant's active career, other than certain required distributions payable to participants who have attained age 70-1/2. A participant who has been active in the Plan for at least twelve months may request a loan from the Plan. Loan requests must be in increments of $500. A maximum of three loans may be outstanding at any one time. The minimum a participant may borrow is $1,000, and the maximum amount is determined by the balance in the participant's vested account as of the Valuation Date preceding the loan request in accordance with Department of Labor Regulations, as per the following schedule:
Vested Account Balance Allowable Loan ---------------------- -------------- less than or equal to $100,000 up to 50% of Vested Account Balance more than $100,000 $50,000
11 Loans are available for the acquisition of a home, home improvements, medical expenses, education expenses, or other purposes approved by the Plan Administrator. Each Participant has the right to direct the entire amount of the Deferred Amount being allocated to his or her Savings Account during a Plan Year to be invested in one or more of the available Investment Funds in multiples of five percent. Each participant has the right at any time to move all or any portion of the amount in his or her account (including the amount attributable to Employer Matching Contributions) among the investment funds. Each participant has the right to rollover into the plan distributions from other qualified plans or conduit IRA's. (3) Federal Income Taxes The Plan Administrator has received a tax qualification letter from the Internal Revenue Service, and believes that the Plan continues to qualify under the provisions of Section 401 in the Internal Revenue Code, and that its related trust is exempt from Federal income taxes. (4) Administrative Expenses Administrative expenses of the Plan have been paid by Dover Corporation, which currently waives its right to have the Plan pay its own expenses. (5) Plan Termination Although it has not expressed any intent to do so, Dover has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of termination, participants will become 100% vested in their accounts. (6) Plan Merger and Spin-Off On January 1, 1997 assets amounting to $1,763,066 were merged into the Plan from the OPW Division Hourly Employees 401(k) Plan. OPW is a division of Dover Corporation. OPW hourly employees began participating in the plan on January 1, 1997. On February 1, 1997 assets amounting to $298,181 were merged into the Plan from the Trailmaster 401(k) Savings Plan. Trailmaster Corporation is a wholly owned subsidiary of Dover Corporation. Trailmaster employees began participating in the plan on January 1, 1997. On April 1, 1997 assets amounting to $483,108 were merged into the Plan from the Knappco Corporation Retirement Savings Plan. Knappco is a wholly owned subsidiary of Dover Corporation. Knappco employees began participating in the plan on March 1, 1997. On December 1, 1996 assets amounting to $1,138,834 were merged into the Plan from the Randell Manufacturing Salaried & Clerical Retirement Plan. Randell Manufacturing, Inc. is a wholly owned subsidiary of Dover Corporation. Randell employees began participating in the plan on December 1, 1996. On July 1, 1996 assets amounting to $309,669 were merged into the Plan from the PRC Corporation 401(k) Profit Sharing Plan. PRC Laser is a wholly owned subsidiary of Dover Corporation. PRC Laser employees began participating in the plan on July 1, 1996. 12 On July 1, 1996 assets amounting to $3,295,014 were merged into the Plan from the Bernard Welding Retirement Profit Sharing Plan. Bernard International, Inc. is a wholly owned subsidiary of Dover Corporation. Bernard employees, already are participants in the plan, began making profit sharing contributions to the plan on July 1, 1996. On June 1, 1996 assets amounting to $334,820 were merged into the Plan from the Hasstech Inc. 401(k) Salary Savings Plan. Hasstech is a wholly owned subsidiary of Dover Corporation. Hasstech employees began participating in the plan on June 1, 1996. On January 17, 1996, assets amounting to $3,386,652 were merged into the Plan from the Phoenix Refrigeration Systems, Inc. Money Purchase Plan, the Phoenix Refrigeration Systems, Inc. Profit Sharing Plan, the Phoenix Refrigeration Systems, Inc. 401(k) Retirement Plan, Electrical Distribution Systems, Inc. 401(k) Plan and the Margaux, Inc. Retirement Savings and Profit Sharing Plan. respectively. Margaux and Electrical Distribution Systems Inc., a former subsidiary of Phoenix Refrigeration Systems, have merged into Dover's wholly owned subsidiary, Hill Phoenix, Inc. Hill Phoenix, Inc. employees began participating in the Plan on October 1, 1995. On January 8, 1996 assets amounting to $11,040,205 and 40,000 shares of Dover Stock in kind were merged into the Plan from the Chief Savings and Investment Plan. Chief Automotive Systems, Inc. is a wholly owned subsidiary of Dover Corporation. Chief employees began participating in the Plan January 1, 1996. (7) Subsequent Events On January 1, 1998 assets amounting to $421,161 were merged into the Plan from the Randell Arizona Retirement Plan #1. Randell Arizona is a wholly owned subsidiary of Dover Corporation. Randell Arizona employees began participating in the Plan on January 1, 1998. On February 1, 1998 assets amounting to $10,891,978 were merged into the Plan from the Pathway Bellows, Inc Employee Savings Plan. Pathway Bellows is a wholly owned subsidiary of Dover Corporation. Pathway Bellows employees began participating in the Plan on February 1, 1998. On May 7, 1998 Dover Corporation announced a plan to spin-off its worldwide elevator business to Dover Corporation's stockholders. The spin-off would result in the worldwide elevator business operating as a stand-alone publicly traded company. (Dover Elevator, Inc.) The spin-off is subject to the receipt of a ruling from the Internal Revenue Service that the transaction will be tax free to Dover Corporation's stockholders. Dover Elevator, Inc. employees had approximately $78 million invested in the Plan at December 31, 1997. This represents approximately 19.5% of total plan assets. Dover Elevator, Inc. currently intends to establish a plan similar to if not exactly like the Dover Plan. Both companies are currently evaluating and developing a spin-off action plan. No formal action plan has been developed. 13 DOVER CORPORATION RETIREMENT SAVINGS PLAN EIN: 53-0257888 PN: 030 SCHEDULE G ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1997
(a) (b) (c) Description of investment, including Identity of issuer, borrower, maturity date, rate of interest, collateral, lessor or similar party par or maturity value Equity Funds: * American Express Financial Advisors Stock Fund, 5,497,601 shares * American Express Financial Advisors Equity Fund, 4,835,687 shares * American Express Financial Advisors Growth Fund,(New Dimensions) 1,703,545 shares * American Express Financial Advisors Templeton Fund, 353,824 shares * American Express Financial Advisors Aim Constellation, 282,224 shares Other Funds: * American Express Financial Advisors Balance Fund, (IDS Mutual Fund Y)1,490,123 shares * American Express Financial Advisors Income Fund, 2,955,611 shares * American Express Financial Advisors Long-Term Horizon, 159,582 shares * American Express Financial Advisors Medium-Term Horizon, 132,158 shares * American Express Financial Advisors Short-Term Horizon, 66,255 shares Loans: * Plan Participant Loan Fund, Interest rate varies from 6% to 8%
(a) (b) (d) (e) Identity of issuer, borrower, Current lessor or similar party Cost value Equity Funds: * American Express Financial Advisors 79,327,949 201,338,374 * American Express Financial Advisors 48,942,456 51,409,627 * American Express Financial Advisors 33,697,336 40,649,981 * American Express Financial Advisors 3,701,822 3,520,552 * American Express Financial Advisors 7,289,481 7,445,056 Other Funds: * American Express Financial Advisors 20,158,121 20,456,412 * American Express Financial Advisors 47,601,308 51,409,898 * American Express Financial Advisors 2,500,377 2,898,970 * American Express Financial Advisors 1,905,468 2,178,627 * American Express Financial Advisors 862,557 944,726 Loans: * Plan Participant 0 17,938,038
* Denotes party-in-interest 14 DOVER CORPORATION RETIREMENT SAVINGS PLAN EIN: 53-0257888 PN: 030 SCHEDULE G ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1997
(a) (b) (c) (d) (e) (f) Expenses Identity of Purchase Selling Lease Incurred with Party Involved Description Price Price Rental Transaction Reporting Criterion I: Single transaction in excess of five percent of the current value of the plan assets. NONE Reporting Criterion II: Series of transactions in other than securities in excess of five percent of current value of plan assets: Participant Loans Loan Fund Reporting Criterion III: Series of transactions in securities in excess of five percent of current value of plan assets: Dover Corporation Stock Stock Fund* Purchases, 60 transactions 21,774,219 Sales, 36 transactions 6,556,327 American Express Financial Advisors - Money Market Fund I Stock Fund* Purchases, 198 transactions 39,516,201 Sales, 146 transactions 38,775,542 American Express Financial Advisors - New Dimensions Growth Fund Purchases, 246 transactions 10,301,526 Sales, 111 transactions 4,747,310 American Express Financial Advisors - IDS Stock Fund Equity Fund Purchases, 231 transactions 11,779,653 Sales, 135 transactions 4,127,477 American Express Financial Advisors - Income Fund II Income Fund Purchases, 105 transactions 21,243,883 Sales, 141 transactions 24,824,929 TOTALS 104,615,482 79,031,585
(a) (g) (h) (i) Identity of Cost of Current Net Gain Party Involved Asset Value Loss Reporting Criterion I: Single transaction in excess of five percent of the current value of the plan assets NONE Reporting Criterion II: Series of transactions in other than securities in excess of five percent of current value of plan assets: Participant Loans 16,964,575 16,964,575 0 Reporting Criterion III: Series of transactions in securities in excess of five percent of current value of plan assets: Dover Corporation Stock Purchases, 60 transactions Sales, 36 transactions 934,268 American Express Financial Advisors - Money Market Fund I Purchases, 198 transactions Sales, 146 transactions 0 American Express Financial Advisors - New Dimensions Purchases, 246 transactions Sales, 111 transactions 517,897 American Express Financial Advisors - IDS Stock Fund Purchases, 231 transactions Sales, 135 transactions 389,563 American Express Financial Advisors - Income Fund II Purchases, 105 transactions Sales, 141 transactions 698,217 TOTALS 2,539,945
* Note the Stock Fund is comprised of the Money Market Fund and Dover Corporation Stock Reporting Criterion IV: Single transactions with one broker that exceeds five percent of current value of plan assets: NONE 15 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed by the undersigned hereunto duly authorized. DOVER CORPORATION RETIREMENT SAVINGS PLAN Dated: Sept 15, 1998 By: /s/ Robert G. Kuhbach ----------------------- Robert G. Kuhbach, Vice President and Secretary and Member Pension Committee (Plan Administrator)