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, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE Act of 1934 [NO FEE REQUIRED] For the transition period from ________________ Commission file number SEC File No. 2-91561 A: DOVER CORPORATION RETIREMENT SAVINGS PLAN (Full title of the plan) B: DOVER CORPORATION 280 Park Avenue New York, New York 10017 212/922-1640 (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office)
2 REQUIRED INFORMATION (as required by items no. 1 thru 3) INDEX Independent Accountants' Report Financial Statements: Statements of Net Assets Available for Plan Benefits as of December 31, 1998 and 1997 Statements of Changes in Net Assets Available for Plan Benefits for the years ended December 31, 1998 and December 31, 1997 Notes to Financial Statements Supplemental Schedules: Schedule I - Item 27a - Schedule of Assets held for investment purposes as of December 31, 1998. Schedule II - Item 27d - Schedule of Reportable Transactions for the year ended December 31, 1998.
3 Independent Accountants' Report To the Participants and Administrator of Dover Corporation Retirement Savings Plan: In our opinion, the accompanying statements of net assets available for plan benefits and the related statements of changes in net assets available for plan benefits present fairly, in all material respects, the net assets available for plan benefits of the Dover Corporation Retirement Savings Plan (the "Plan") at December 31, 1998 and 1997, and the changes in net assets available for plan benefits for the years ended December 31, 1998 and 1997 in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of Assets Held for Investment Purposes and Reportable Transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statements of net assets available for plan benefits and the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. These supplemental schedules and fund information are the responsibility of the Plan's management. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. PRICEWATERHOUSECOOPERS LLP NEW YORK, NEW YORK June 28, 1999
4 DOVER CORPORATION RETIREMENT SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1998 PARTICIPANT DIRECTED ----------------------------------------------------------------------- STOCK INCOME EQUITY GROWTH BALANCED TOTAL FUND FUND FUND FUND FUND ASSETS - ------ Investments at fair value Common stock Dover Corporation $ 174,206,608 $ 174,206,608 $ - $ - $ - $ - Common stock funds 109,905,438 - 48,787,201 48,344,197 Other funds 79,481,424 - 50,088,140 - - 20,119,743 Notes receivable from employees 16,977,330 - - - - - Employee Contributions receivables 1,180 383 263 212 207 8 Employer Contributions receivables 16,832 7,413 1,545 1,340 2,007 1,279 --------------------------------------------------------------------------------------- Total Assets $ 380,588,812 $ 174,214,404 $ 50,089,948 $ 48,788,753 $ 48,346,411 $ 20,121,030 ======================================================================================= Net assets available --------------------------------------------------------------------------------------- for Plan benefits $ 380,588,812 $ 174,214,404 $ 50,089,948 $ 48,788,753 $ 48,346,411 $ 20,121,030 ======================================================================================= * * * * * PARTICIPANT DIRECTED ------------------------------------------------------------------------------ HORIZON AIM -------------------------------------- LOAN CONSTELLATION TEMPLETON SHORT MEDIUM LONG FUND FUND FUND FUND FUND FUND ASSETS Investments at fair value Common stock Dover Corporation $ - $ - $ - $ - $ - $ - Common stock funds 9,576,012 3,198,028 Other funds - - - 1,892,180 2,791,695 4,589,666 Notes receivable from employees 16,977,330 - - - - - Employee Contributions receivables - 24 8 12 14 49 Employer Contributions receivables - 1,250 432 378 554 634 ------------------------------------------------------------------------------- Total Assets $ 16,977,330 $ 9,577,286 $ 3,198,468 $ 1,892,570 $ 2,792,263 $ 4,590,349 =============================================================================== Net assets available ------------------------------------------------------------------------------- for Plan benefits $ 16,977,330 $ 9,577,286 $ 3,198,468 $ 1,892,570 $ 2,792,263 $ 4,590,349 =============================================================================== 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, 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 recievable 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 Liabilites - 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 ---------------------------------------------------------------------------- HORIZON AIM ------------------------------------ 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 recievable 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 Liabilites - 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.
6 DOVER CORPORATION RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1998 PARTICIPANT DIRECTED ------------------------------------------------------------------------- STOCK INCOME EQUITY GROWTH BALANCED TOTAL FUND FUND FUND FUND FUND Investment Income: Interest $ 2,086,498 $ 307,686 $ 153,414 $ 62,175 $ 83,559 $ 29,031 Dividends 12,797,407 2,187,014 - 4,259,010 2,952,347 2,837,386 Net appreciation (depreciation) in fair value of investments 9,904,346 (4,784,714) 3,138,841 3,638,446 7,635,773 (1,143,358) ------------------------------------------------------------------------------------------ 24,788,251 (2,290,013) 3,292,255 7,959,631 10,671,679 1,723,059 ------------------------------------------------------------------------------------------ Contributions: Employees 24,875,352 9,317,204 3,283,473 3,019,585 4,094,230 1,367,436 Employers 9,126,224 9,126,224 - - - - ------------------------------------------------------------------------------------------ 34,001,576 18,443,428 3,283,473 3,019,585 4,094,230 1,367,436 ------------------------------------------------------------------------------------------ Net loans to participants (1,184,412) (1,151,988) (672,571) (397,494) (296,017) (277,905) Interfund transfers (0) (463,745) 3,779,881 265,275 4,549,693 (137,679) Plan Merger 23,947,338 2,627,805 5,243,112 2,353,550 2,268,793 2,264,513 Plan Spinoff (69,427,088) (34,384,149) (7,347,684) (10,752,622) (8,767,012) (3,026,337) Plan Conversion (8,945,641) - (3,607,078) (2,170,742) (2,726,695) (441,127) Rollovers 1,899,306 365,448 557,097 78,328 464,715 49,130 Distributions (24,588,061) (10,145,011) (6,075,217) (2,860,431) (2,547,947) (1,807,407) Increase (decrease) in net assets ------------------------------------------------------------------------------------------ available for plan benefits (19,508,731) (26,998,225) (1,546,732) (2,504,919) 7,711,439 (286,317) Net assets available for plan benefits Beginning of period 400,097,543 201,212,629 51,636,680 51,293,672 40,634,972 20,407,347 ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ End of period $ 380,588,812 $ 174,214,404 $ 50,089,948 $ 48,788,753 $ 48,346,411 $ 20,121,030 ========================================================================================== PARTICIPANT DIRECTED ------------------------------------------------------------------------------- HORIZON AIM --------------------------------------- LOAN CONSTELLATION TEMPLETON SHORT MEDIUM LONG FUND FUND FUND FUND FUND FUND Investment Income: Interest $ 1,402,664 $ 43,574 $ 4,436 $ 30 $ (24) $ (47) Dividends - 234,669 326,980 - - - Net appreciation (depreciation) in fair value of investments (1) 1,042,685 (560,907) 130,249 295,646 511,686 ------------------------------------------------------------------------------- 1,402,663 1,320,928 (229,491) 130,279 295,622 511,639 ------------------------------------------------------------------------------- Contributions: Employees - 1,456,546 662,850 234,769 477,535 961,725 Employers - - - - - - ------------------------------------------------------------------------------- - 1,456,546 662,850 234,769 477,535 961,725 ------------------------------------------------------------------------------- Net loans to participants 1,820,276 (79,275) (28,661) (16,974) (18,516) (65,286) Interfund transfers (8,823,424) (214,659) (351,232) 716,590 40,583 638,717 Plan Merger 8,076,492 688,709 286,467 25,344 36,020 76,532 Plan Spinoff (3,436,716) (708,097) (279,355) (119,342) (177,926) (427,849) Plan Conversion - - - - - - Rollovers - 149,364 26,077 53,897 28,978 126,272 Distributions - (467,559) (408,738) (76,721) (68,658) (130,372) Increase (decrease) in net assets ------------------------------------------------------------------------------- available for plan benefits (960,708) 2,145,956 (322,084) 947,844 613,636 1,691,379 Net assets available for plan benefits Beginning of period 17,938,038 7,431,330 3,520,552 944,726 2,178,627 2,898,970 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- End of period $ 16,977,330 $ 9,577,286 $ 3,198,468 $ 1,892,570 $ 2,792,263 $ 4,590,349 =============================================================================== 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, 1997 PARTICIPANT DIRECTED ------------------------------------------------------------------------- STOCK INCOME EQUITY GROWTH BALANCED TOTAL FUND FUND FUND FUND FUND Investment Income: Interest $ 1,269,322 $ 6,806 $ 4,824 $ 11,413 $ 5,841 $ 3,843 Dividends 15,909,378 1,884,726 - 7,125,891 3,027,766 2,929,403 Net appreciation (depreciation) in fair value of investments 69,713,169 57,766,603 3,059,117 3,188,664 4,793,384 265,308 ------------------------------------------------------------------------------------------- 86,891,869 59,658,135 3,063,941 10,325,968 7,826,991 3,198,554 ------------------------------------------------------------------------------------------- Contributions: Employees 23,920,188 8,076,194 3,695,839 3,328,208 3,940,355 1,696,590 Employer 8,207,682 8,207,682 - - - - ------------------------------------------------------------------------------------------- 32,127,870 16,283,876 3,695,839 3,328,208 3,940,355 1,696,590 ------------------------------------------------------------------------------------------- Net loans to participants - (1,885,565) (763,288) (600,403) (343,577) (223,779) Interfund transfers - 3,827,907 (2,222,865) (1,262,083) (190,296) (29,161) Plan merger 3,632,915 308,552 1,215,568 1,206,458 255,258 419,828 Rollovers 1,141,663 432,009 59,731 123,743 293,748 19,263 Distribution to participants (17,596,070) (6,661,704) (4,952,204) (2,088,025) (1,534,479) (675,177) ------------------------------------------------------------------------------------------- Increase in net assets ------------------------------------------------------------------------------------------- available for plan benefits 106,198,247 71,963,210 96,722 11,033,866 10,248,000 4,406,118 Net assets available for plan benefits Beginning of period 293,899,296 129,249,419 51,539,958 40,259,806 30,386,972 16,001,229 ------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------- End of period $ 400,097,543 $ 201,212,629 $ 51,636,680 $ 51,293,672 $ 40,634,972 $ 20,407,347 =========================================================================================== PARTICIPANT DIRECTED ----------------------------------------------------------------------------- HORIZON AIM ------------------------------------- LOAN CONSTELLATION TEMPLETON SHORT MEDIUM LONG FUND FUND FUND FUND FUND FUND Investment Income: Interest $ 1,239,362 $ (2,011) $ (791) $ (85) $ 86 $ 34 Dividends - 522,289 419,303 - - - Net appreciation (depreciation) in fair value of investments - 203,024 (243,909) 101,666 214,973 364,339 ------------------------------------------------------------------------------ 1,239,362 723,302 174,603 101,581 215,059 364,373 ------------------------------------------------------------------------------ Contributions: Employees - 1,272,523 626,221 189,561 397,595 697,102 Employer - - - - - - ------------------------------------------------------------------------------ - 1,272,523 626,221 189,561 397,595 697,102 ------------------------------------------------------------------------------ Net loans to participants 3,902,817 (43,333) (15,399) (5,679) 898 (22,692) Interfund transfers (1,246,286) 71,010 439,595 170,153 317,101 124,925 Plan merger 17,299 69,421 88,605 12,507 13,619 25,800 Rollovers - 64,745 37,175 1,175 13,522 96,552 Distribution to participants (1,072,623) (213,403) (94,523) (167,806) (10,738) (125,388) ------------------------------------------------------------------------------ Increase in net assets ------------------------------------------------------------------------------ available for plan benefits 2,840,569 1,944,265 1,256,277 301,492 947,056 1,160,672 Net assets available for plan benefits Beginning of period 15,097,469 5,487,065 2,264,275 643,234 1,231,571 1,738,298 ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- End of period $ 17,938,038 $ 7,431,330 $ 3,520,552 $ 944,726 $ 2,178,627 $ 2,898,970 ============================================================================= 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"). (b) Management of Trust Funds American Express Financial Advisors (the "Trustee") has been granted discretionary authority to purchase and sell securities. The Trustee maintains investment funds as follows: - The Dover Corporation Pooled Stock Account (Stock Fund) is authorized to invest in Dover Corporation common stock and money market funds. - The American Express Trust Income Fund II (Income Fund) is authorized to invest primarily in insurance and bank investment contracts. About 90% of the investments are made in stable contracts; the remaining 10% are invested in high-quality money market securities. - The IDS Stock Fund (Equity Fund) is authorized to invest mainly in U.S. common stocks and bonds. This is a medium risk fund with medium long-term return potential. - The IDS Mutual Fund (Balanced Fund) is authorized to invest mainly in common and preferred stocks and bonds while it also makes investments in securities of foreign issuers, cash, short-term corporate notes and repurchase agreements, and stock index futures contracts and options. - The IDS New Dimensions Fund (Growth Fund) is authorized to invest mainly in U.S. common stocks and may also invest in securities of foreign issuers, cash, short-term corporate notes and repurchase agreements, and stock index futures contracts and options. This fund has a higher long-term return potential. - The Templeton Foreign Fund is authorized to invest primarily in stocks and debt obligations of companies and governments outside the United States with the objective of obtaining long-term capital growth. - The Aim Constellation Fund is authorized to invest primarily in common stocks of medium-sized and smaller emerging growth companies with the objective of obtaining capital growth. - The American Express Trust Long-Term Horizon Fund is authorized to invest in other collective investment funds to create a diversified portfolio with an aggressive risk profile appropriate for individuals with long-term time horizons. - The American Express Trust Medium-Term Horizon Fund is authorized to invest in other collective investment funds to create a diversified portfolio with a moderately conservative risk profile appropriate for individuals with medium-term time horizons - The American Express Trust Short-Term Horizon Fund is authorized to invest in other collective investment funds to create a diversified portfolio with a conservative risk profile appropriate for individuals with short-term time horizons.
9 The Plan Administrator may delegate the management of the Plan's assets to another investment manager if it deems it advisable in the future. Funds temporarily awaiting investment are placed in a short-term investment fund of the Trustee where they earn the prevailing market rate of interest. (c) Investments Investments in securities are carried by the Plan at fair values, which are determined by the Trustee, as follows: - Common stock - quotations obtained from National Securities Exchanges; and fixed income and short-term securities (U.S. government obligations, commercial paper, corporate bonds) - stated at market values based upon market quotations obtained from published sources. - Purchases and sales of investment securities are reflected on a trade-date basis. Gains and losses on sales of investment securities are determined on the average cost method. - Dividend income is recorded on the ex-dividend date. Income from other investments is recorded as earned. (d) Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates (e) Risks and Uncertainties The Plan provides for various investment options in any combination of stocks, bonds, mutual funds, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is as least reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits. (f) Other The Plan presents in the Statement of Changes in Net Assets Available for Plan Benefits, the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. Participant loans are valued at cost, which approximates fair value.
10 2) The Plan The following description of the Plan provides only general information. The provisions of the Plan are governed in all respects by the detailed terms and conditions contained in the Plan itself. The Plan is a defined contribution plan established to encourage and facilitate systematic retirement savings and investment by eligible employees of Dover Corporation ("Dover"). Participating units of Dover may participate in (i) the salary reduction and matching contribution portions of the Plan, (ii) the profit-sharing contribution portion of the Plan, or (iii) both. All employees of such participating units who have reached age 21 and completed one year of service are eligible to participate in the Plan, except in the case of certain participating units whose employees are immediately eligible to join the plan after attaining age 21. Salary reduction contributions to the Plan are voluntary. A participant may elect to exclude from 1% to 18% in whole percentages of his or her compensation (the "Deferred Amount") from current taxable income by contributing it to the Plan. The amount contributed is subject to applicable Internal Revenue Code limits, and the percentage of compensation contributed by highly compensated employees may be further limited to enable the Plan to satisfy nondiscrimination requirements. In addition, the Internal Revenue Code limits to $160,000 (as adjusted for cost-of-living increases) the amount of compensation that may be taken into account under the Plan. Each participating Dover unit (Employers) made contributions to the Plan on behalf of the Participants employed by it equal to a percentage of the first 6% of earnings included in the Deferred Amount (the "Employer Matching Contribution"). At the discretion of an Employer's Board of Directors, an additional year-end Employer Matching Contribution may be made to the Plan on behalf of Participants employed on the last day of the year. Basic and additional matching contributions are subject to an aggregate limit on such contributions of 200% of the first 6% of compensation included in the Deferred Amount. All employer-matching contributions are initially invested in the Stock Fund. Participants are fully vested with respect to amounts attributable to their salary reduction amounts and matching contributions, except for participating units whose employees are immediately eligible, in which case employer matching contributions are subject to a one year of service vesting requirement. An Employer may elect to make Profit Sharing Contributions for a plan year with respect to its employees who have satisfied the age and service requirements described above. Such contributions will be allocated in proportion to the compensation of participants who are employed by that employer and are employees on the last day of the plan year. A participant's Profit-Sharing account vests at the rate of 20% per year of service (except in the case of certain Employers, whose employees' Profit-Sharing Contribution accounts are immediately vested). A participant's Profit-Sharing account becomes fully vested after five years, upon the attainment of age 65 while an employee, in the event of his or her death or permanent disability while an employee, or in the event of a plan termination. A participant's vested account balance in the Plan is distributable following the participant's retirement, death, or other termination of employment. On October 1, 1995 the Plan was amended to allow for installment distribution payments in the case of fully vested participants who have attained age 55. The Plan does not permit withdrawals during a Participant's active career, other than certain required distributions payable to participants who have attained age 70-1/2. A participant who has been active in the Plan for at least twelve months may request a loan from the Plan except that participants who have made rollovers into the Plan may request a loan without meeting the 12 month requirement. A maximum of three loans may be outstanding at any one time. The minimum a participant may borrow is $1,000, and the maximum amount is determined by the balance in
11 the participant's vested account as of the Valuation Date preceding the loan request in accordance with Department of Labor Regulations, as per the following schedule: Vested Account Balance Allowable Loan ------------------------------------------------------------------------------- less than or equal to $100,000 up to 50% of Vested Account Balance more than $100,000 $50,000 Loans are available for the acquisition of a home, medical expenses, education expenses, or other purposes approved by the Plan Administrator. These loans bear interest from 6% to 11%. Each Participant has the right to direct the entire amount of the Deferred Amount being allocated to his or her Savings Account during a Plan Year to be invested in one or more of the available Investment Funds in multiples of five percent. Each participant has the right at any time to move all or any portion of the amount in his or her account (including the amount attributable to Employer Matching Contributions) among the investment funds. Each participant has the right to rollover into the plan distributions from other qualified plans or conduit IRA's. (3) Federal Income Taxes The Plan Administrator has received a tax qualification letter from the Internal Revenue Service stating that the Plan qualifies under the provisions of Section 401 in the Internal Revenue Code, and that its related trust is exempt from Federal income taxes. (4) Plan Termination Although it has not expressed any intent to do so, Dover has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of termination, participants will become 100% vested in their accounts. (5) Plan Merger and Spin-Off On January 1, 1998 assets amounting to $421,161 were merged into the Plan from the Randell Arizona Retirement Plan Number One. Randell is a division of Dover Corporation. Randell employees began participating in the plan on January 1, 1998. On February 1, 1998 assets amounting to $10,891,978 were merged into the Plan from the Pathway Bellows Inc., 401(k) Plan. Pathway Bellows is a wholly owned subsidiary of Dover Corporation. Pathway Bellows employees began participating in the plan on February 1, 1998. On April 1, 1998 assets amounting to $396,205 were merged into the Plan from the K&K Welding Products 401(k) Savings Plan. K&K Welding Products is a wholly owned subsidiary of Dover Corporation. K&K Welding Products employees began participating in the plan on March 1, 1998. On July 1, 1998 assets amounting to $1,409,619 were merged into the Plan from the Randell Manufacturing Hourly Shop Retirement Plan & Trust. Randell Manufacturing, Inc. is a wholly owned subsidiary of Dover Corporation. Randell Hourly Shop employees began participating in the plan on July 1, 1998.
12 On July 1, 1998 assets amounting to $733,076 were merged into the Plan from the Tarby of Delaware Inc. 401(k) Retirement Plan. Tarby of Delaware Inc. is a wholly owned subsidiary of Dover Corporation. Tarby of Delaware's employees began participating in the plan on July 1, 1998. On July 1, 1998 assets amounting to $295,733 were merged into the Plan from Richland Inc. Savings & Profit Sharing Plan. Richland Inc. is a wholly owned subsidiary of Dover Corporation. Richland employees began participating in the plan on July 1, 1998. On January 1, 1997 assets amounting to $1,763,066 were merged into the Plan from the OPW Division Hourly Employees 401(k) Plan. OPW is a division of Dover Corporation. OPW hourly employees began participating in the plan on January 1, 1997. On February 1, 1997 assets amounting to $298,181 were merged into the Plan from the Trailmaster Corporation 401(k) Savings Plan. Trailmaster Corporation is a wholly owned subsidiary of Dover Corporation. Trailmaster employees began participating in the plan on January 1, 1997. On March 1, 1997 assets amounting to $483,108 were merged into the Plan from the Knappco Corporation Retirement Savings Plan. Knappco is a wholly owned subsidiary of Dover Corporation. Knappco employees began participating in the plan on March 1, 1997. Effective October 1, 1998, in anticipation of the spin-off of Dover Elevator, the assets specific to Dover Elevator participating units, amounting to $69,427,088, were spun-off into a separate plan and trust specific to Dover Elevator. This plan was essentially a mirror image of the Dover Corporation Retirement Savings Plan. The assets of this plan and trust went to Thyssen Corporation with the sale. (6) Subsequent Events On January 5, 1999 Dover Corporation sold its worldwide elevator business to Thyssen Corporation of Germany. Dover Elevator, Inc. employees had $69,427,088 invested in the Plan. This represented approximately 15.43% of total plan assets. On January 1, 1999 assets amounting to $2,503,464 were merged into the Plan from the Vitronics Corporation Profit Sharing Plan. Vitronics is a wholly owned subsidiary of Dover Corporation. Vitronics employees began participating in the plan on January 1, 1999. On February 1, 1999 assets amounting to $9,482,570 were merged into the Plan from the Groen Corporation Employees 401(k) Salary Deferral Profit Sharing Plan. Groen Corporation is a wholly owned subsidiary of Dover Corporation. Groen employees began participating in the plan on February 1, 1999. On February 1, 1999 assets amounting to $3,918,813 were merged into the Plan from the Avtec Corporation Hourly and Salary 401(k) Plan. Avtec Corporation is a wholly owned subsidiary of Dover Corporation. Avtec employees began participating in the plan on February 1, 1999. On April 1, 1999 assets amounting to $1,171,881 were merged into the Plan from the Koolant Koolers Inc. Retirement Plan. Koolant Koolers Inc. is a wholly owned subsidiary of Dover Corporation. Koolant Koolers employees began participating in the plan on April 1, 1999.
13 DOVER CORPORATION RETIREMENT SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1998 (a) (b) (c) (d) (e) Description of investment, including Identity of issuer, borrower, maturity date, rate of interest, collateral, Current lessor or similar party par or maturity value Cost value Equity Funds: * American Express Financial Advisors Stock Fund, 4,404,853 shares $127,778,428 $175,040,049 * American Express Financial Advisors Equity Fund, 1,912,891 shares 43,818,408 50,978,537 * American Express Financial Advisors Growth Fund (New Dimensions) 1,769,923 shares 39,290,352 51,053,427 * American Express Financial Advisors Templeton Fund, 381,171 shares 3,818,928 3,198,028 * American Express Financial Advisors Aim Constellation, 314,978 shares 8,465,828 9,613,137 Other Funds: * American Express Financial Advisors Balance Fund (IDS Mutual Fund Y) 1,589,411 shares 21,604,664 20,700,494 * American Express Financial Advisors Income Fund, 2,856,636 shares 48,692,293 52,682,084 * American Express Financial Advisors Long-Term Horizon, 216,688 shares 3,856,675 4,589,666 * American Express Financial Advisors Medium-Term Horizon, 150,423 shares 2,328,733 2,791,695 * American Express Financial Advisors Short-Term Horizon, 120,867 shares 1,749,758 1,892,180 Loans: * Plan Participant Loan Fund, Interest rate varies from - 16,978,361 6% to 11% * Denotes party-in-interest
14 DOVER CORPORATION RETIREMENT SAVINGS PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1998 (a) (b) (c) (d) (e) Identity of Purchase Selling Lease Party Involved Description Price Price Rental Reporting Criterion I: Dover Corporation Stock Sales, 1 transaction Stock Fund $33,263,164 Reporting Criterion II: NONE Reporting Criterion III: Dover Corporation Stock Stock Fund* Purchases, 79 transactions $23,733,487 Sales, 58 transactions $42,973,283 American Express Financial Advisors - Money Market Fund I Stock Fund Purchases, 205 transactions $38,737,196 Sales, 157 transactions $39,647,654 American Express Financial Advisors - New Dimensions Growth Fund Purchases, 253 transactions $16,403,664 Sales, 113 transactions $5,303,824 American Express Financial Advisors - Income Fund II Income Fund Purchases, 114 transactions $27,467,513 Sales, 137 transactions $20,444,116 Reporting Criterion IV: NONE (a) (f) (g) (h) (i) Expenses Identity of Incurred with Cost of Current Net Gain Party Involved Transaction Asset Value (Loss) Reporting Criterion I: Dover Corporation Stock Sales, 1 transaction $16,203,209 $17,059,955 Reporting Criterion II: NONE Reporting Criterion III: Dover Corporation Stock Purchases, 79 transactions Sales, 58 transactions $23,733,487 $51,162,660 ($8,189,377) American Express Financial Advisors - Money Market Fund I Purchases, 205 transactions Sales, 157 transactions $38,737,196 $39,647,654 - American Express Financial Advisors - New Dimensions Purchases, 253 transactions Sales, 113 transactions $16,403,664 $4,926,207 $377,617 American Express Financial Advisors - Income Fund II Purchases, 114 transactions Sales, 137 transactions $27,467,513 $19,993,243 $450,873 Reporting Criterion IV: NONE * Note the Stock Fund is comprised of the Money Market Fund and Dover Corporation Stock
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: August 9, 1999 By: /s/ Robert G. Kuhbach ----------------------------------- Robert G. Kuhbach, Vice President and Secretary and Member Pension Committee (Plan Administrator)