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, 1993
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 EMPLOYEE SAVINGS AND INVESTMENT
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 Auditors' Report and Consent.
Statements of Net Assets Available for Benefits as of
December 31, 1993 and 1992.
Statements of Changes in Net Assets Available for Benefits
for the years ended December 31, 1993, December 31, 1992
and December 31, 1991.
Notes to Financial Statements
(continued)
3
EXHIBIT INDEX
Accountants' Consent (See Independent Auditors' Report).
(continued)
4
INDEPENDENT AUDITORS' REPORT AND CONSENT
Pension Committee
Dover Corporation
Employee Savings and Investment Plan:
We have audited the statements of net assets available for plan benefits of the
Dover Corporation Employee Savings and Investment Plan (the Plan) as of
December 31, 1993 and 1992 and the related statements of changes in net assets
available for plan benefits for each of the years in the three-year period
ended December 31, 1993. 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, 1993 and 1992 and the changes in net assets available for
plan benefits for each of the years in the three-year period ended December 31,
1993, in conformity with generally accepted accounting principles.
In addition, we consent to incorporation by reference in the Registration
Statement No. 2-91561 on Form S-8 of Dover Corporation of this report.
KPMG PEAT MARWICK
NEW YORK, NEW YORK
June 22, 1994
5
DOVER CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1993
STOCK INCOME EQUITY GROWTH BALANCED
ASSETS TOTAL FUND FUND FUND FUND FUND
====== ------------ ----------- ----------- ----------- ----------- ----------
Investments at Fair Value (Cost):
Common Stock
Dover Corporation ($40,274,876) $ 59,933,286 $59,933,286 $ - $ - $ - $ -
Investors Diversified Services
Common Stock Funds ($20,808,754;
$9,718,442) 31,382,726 - - 21,148,819 10,233,907 -
Investors Diversified Services Trust
Funds ($35,428,904; $4,274,908) 39,589,410 - 35,362,027 - - 4,227,383
Notes receivable from employees 8,499,842 - - - - -
Short-term investment funds of trustee 3,043 2,985 58 - - -
------------ ----------- ----------- ----------- ----------- ----------
Total Assets $139,408,307 $59,936,271 $35,362,085 $21,148,819 $10,233,907 $4,227,383
============ =========== =========== =========== =========== ==========
LIABILITIES
- -----------
Distributions payable 60 2 58 - - -
Due to (from) other fund - (1,786) (63,151) 15,896 58,056 (9,015)
------------ ------------ ------------ ----------- ----------- -----------
Total Liabilities 60 (1,784) (63,093) 15,896 58,056 (9,015)
------------ ------------ ------------ ----------- ----------- -----------
Net assets available for plan benefits $139,408,247 $59,938,055 $35,425,178 $21,132,923 $10,175,851 $4,236,398
============ =========== =========== =========== =========== ==========
LOAN
ASSETS FUND
====== ----------
Investments at Fair Value (Cost):
Common Stock
Dover Corporation ($40,274,876) $ -
Investors Diversified Services
Common Stock Funds ($20,808,754;
$9,718,442) -
Investors Diversified Services Trust
Funds ($35,428,904; $4,274,908) -
Notes receivable from employees 8,499,842
Short-term investment funds of trustee -
----------
Total Assets $8,499,842
==========
LIABILITIES
- -----------
Distributions payable -
Due to (from) other fund -
----------
Total Liabilities -
----------
Net assets available for plan benefits $8,499,842
==========
See accompanying notes to financial statements.
6
DOVER CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1992
STOCK INCOME EQUITY GROWTH BALANCED
ASSETS TOTAL FUND FUND FUND FUND FUND
====== ----------- ---------- ---------- ---------- --------- ---------
Investments at Fair Value (Cost):
Common Stock:
Dover Corporation ($34,562,350) $42,312,443 $42,312,443 $ - $ - $ - $ -
Investors Diversified Services
Common Stock Funds ($18,620,811;
$6,452,873) 24,990,393 - - 18,457,606 6,532,787 -
Investors Diversified Services Trust
Funds ($38,533,626; $2,126,036) 40,534,685 - 38,476,312 - - 2,058,373
Notes receivable from employees 7,769,668 - - - - -
Short-term investment funds of trustee 84 - 84 - - -
----------- ---------- ---------- ---------- --------- ---------
Total Investments 115,607,273 42,312,443 38,476,396 18,457,606 6,532,787 2,058,373
----------- ---------- ---------- ---------- --------- ---------
Employer contributions receivable 23 23 - - - -
Total Assets 115,607,296 42,312,466 38,476,396 18,457,606 6,532,787 2,058,373
----------- ---------- ---------- ---------- --------- ---------
LIABILITIES
===========
Distributions payable 3,681 - 84 4 - -
Due to (from) other fund - - (16,012) 216 15,796 -
----------- ---------- ---------- ---------- --------- ---------
Total Liabilities 3,681 - (15,928) 220 15,796 -
----------- ---------- ---------- ---------- --------- ---------
Net assets available for plan benefits $115,603,615 $42,312,466 $38,492,324 $18,457,386 $6,516,991 $2,058,373
============ =========== =========== =========== ========== ==========
LOAN
ASSETS FUND
====== ---------
Investments at Fair Value (Cost):
Common Stock:
Dover Corporation ($34,562,350) $ -
Investors Diversified Services
Common Stock Funds ($18,620,811;
$6,452,873) -
Investors Diversified Services Trust
Funds ($38,533,626; $2,126,036) -
Notes receivable from employees 7,769,668
Short-term investment funds of trustee -
---------
Total Investments 7,769,668
---------
Employer contributions receivable -
Total Assets 7,769,668
---------
LIABILITIES
- -----------
Distributions payable 3,593
Due to (from) other fund -
---------
Total Liabilities 3,593
---------
Net assets available for plan benefits 7,766,075
=========
See accompanying notes to financial statements.
7
DOVER CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993
STOCK INCOME EQUITY GROWTH BALANCED
TOTAL FUND FUND FUND FUND FUND
------ ----- ------ ------ ------ --------
Investments Income:
Interest $ 2,619,997 $ - $ 2,131,916 $ - $ - $ -
Dividends 5,506,644 2,271,890 0 2,383,687 492,036 359,031
Net appreciation (depreciation)
in fair value of investments 15,532,945 14,274,892 12,054 626,969 577,473 41,557
------------ ----------- ----------- ----------- ----------- -----------
23,659,586 16,546,782 2,143,970 3,010,656 1,069,509 400,588
------------ ----------- ----------- ----------- ----------- -----------
Contributions:
Employees 11,907,729 3,602,641 3,945,664 2,268,482 1,480,433 610,509
Employer 4,307,760 4,307,760 - - - -
------------ ----------- ----------- ----------- ----------- -----------
16,215,489 7,910,401 3,945,664 2,268,482 1,480,433 610,509
------------ ----------- ----------- ----------- ----------- -----------
Net loans to participants - (665,825) (726,179) (283,586) (32,164) (40,332)
Interfund transfers - (716,319) (1,874,979) (168,041) 1,651,799 1,595,621
Plan spinn-off (5,360,667) (2,056,902) (1,578,455) (837,011) (317,105) (111,066)
Distributions to participants (10,709,776) (3,392,548) (4,977,167) (1,314,963) (193,612) (277,295)
------------ ------------ ------------ ------------ ------------ ------------
Increase (Decrease) in net assets
available for plan benefits 23,804,632 17,625,589 (3,067,146) 2,675,537 3,658,860 2,178,025
------------ ----------- ------------ ----------- ----------- -----------
Net assets available for plan
benefits
Beginning of period 115,603,615 42,312,466 38,492,324 18,457,386 6,516,991 2,058,373
------------ ----------- ----------- ----------- ----------- -----------
End of period $139,408,247 $59,938,055 $35,425,178 $21,132,923 $10,175,851 $ 4,236,398
============ =========== =========== =========== =========== ===========
LOAN
FUND
----
Investments Income:
Interest $ 488,081
Dividends -
Net appreciation (depreciation)
in fair value of investments -
-----------
488,081
-----------
Contributions:
Employees -
Employer -
-----------
-
-----------
Net loans to participants 1,748,086
Interfund transfers (488,081)
Plan spinn-off (460,128)
Distributions to participants (554,191)
-----------
Increase (Decrease) in net assets
available for plan benefits 733,767
-----------
Net assets available for plan
benefits
Beginning of period 7,766,075
-----------
End of period $ 8,499,842
===========
See accompanying notes to financial statements.
8
DOVER CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1992
STOCK INCOME EQUITY GROWTH BALANCED
TOTAL FUND FUND FUND FUND FUND
------ ----- ------ ------ ------ --------
Investments Income:
Interest $ 3,040,974 $ - $ 2,503,181 $ - $ - $ -
Dividends 3,441,753 768,131 - 2,105,493 360,360 207,769
Net appreciation (depreciation)
in fair value of investments 2,857,542 3,749,042 27,906 (900,150) 45,999 (65,255)
------------ ------------ ------------- ----------- ------------ -------------
9,340,269 4,517,173 2,531,087 1,205,343 406,359 142,514
------------ ------------ ------------ ----------- ------------ ------------
Contributions:
Employees 11,695,484 3,590,132 4,491,867 2,418,044 937,636 257,805
Employer 3,556,114 3,556,114 - - - -
------------ ------------ ------------ ----------- ------------ ------------
15,251,598 7,146,246 4,491,867 2,418,044 937,636 257,805
------------ ------------ ------------ ----------- ------------ ------------
Net loans to participants - (638,811) (904,632) (346,352) (131,851) (42,906)
Interfund transfers - (5,541,785) (146,815) (1,064,194) 5,450,930 1,839,657
Distributions to participants (13,500,580) (3,101,014) (7,370,476) (2,037,261) (146,083) (138,697)
------------- ------------- ------------- ----------- ------------ ------------
Increase (Decrease) in net assets
available for plan benefits 11,091,287 2,381,809 (1,398,969) 175,580 6,516,991 2,058,373
------------- ------------ ------------- ----------- ------------- -------------
Net assets available for plan
benefits
Beginning of period 104,512,328 39,930,657 39,891,293 18,281,806 - -
------------ ------------ ------------ ----------- ------------ ------------
End of period $115,603,615 $ 42,312,466 $ 38,492,324 $ 18,457,386 $ 6,516,991 $ 2,058,373
============ ============ ============ ============ ============ ============
LOAN
FUND
----
Investments Income:
Interest $ 537,793
Dividends
Net appreciation (depreciation)
in fair value of investments -
------------
537,793
------------
Contributions:
Employees -
Employer -
------------
-
------------
Net loans to participants 2,064,552
Interfund transfers (537,793)
Distributions to participants (707,049)
------------
Increase (Decrease) in net assets
available for plan benefits 1,357,503
------------
Net assets available for plan
benefits
Beginning of period 6,408,572
------------
End of period $ 7,766,075
============
See accompanying notes to financial statements.
9
DOVER CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1991
STOCK INCOME EQUITY LOAN
TOTAL FUND FUND FUND FUND
----- ----- ------ ------ ----
Investments Income:
Interest $3,058,312 $ - $2,545,182 $ - $513,130
Dividends 2,192,471 718,168 - 1,474,303 -
Net appreciation (depreciation)
in fair value of investments 4,574,998 2,057,558 38,516 2,478,924 -
--------- --------- ------ --------- --------
9,825,781 2,775,726 2,583,698 3,953,227 513,130
--------- --------- --------- --------- --------
Contributions:
Employees 11,583,405 3,920,868 5,108,151 2,554,386 -
Employer 4,010,048 4,010,048 - - -
--------- --------- --------- --------- --------
15,593,453 7,930,916 5,108,151 2,554,386 -
---------- --------- --------- --------- --------
Net loans to participants - (444,581) (1,071,831) (385,371) 1,901,783
Interfund transfers - (1,503,932) 1,495,083 521,979 (513,130)
Plan merger 15,776,785 - 12,974,215 2,802,570 -
Distributions to participants (7,523,360) (2,196,641) (4,083,158) (872,095) (371,466)
----------- ----------- ----------- --------- ---------
Increase in net assets available
for plan benefits 33,672,659 6,561,488 17,006,158 8,574,696 1,530,317
Net assets available for plan benefits:
Beginning of period 70,839,669 33,369,169 22,885,135 9,707,110 4,878,255
---------- ---------- ---------- --------- ---------
End of period $104,512,328 $39,930,657 $39,891,293 $18,281,806 $6,408,572
============ =========== =========== =========== ==========
See accompanying notes to financial statements.
10
DOVER CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(1) Summary of Significant Accounting Policies
(a) Basis 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 Employee Savings and Investment Plan (the Plan).
(b) Management of Trust Funds
Investors Diversified Services (IDS) Trust (The Trustee) was
granted discretionary authority to purchase and sell securities.
The Trustee maintains five investment funds as follows:
The Stock Fund (Fund A) is authorized to invest in Dover
Corporation common stock.
The Income Fund (Fund B) is authorized to invest in fixed income
securities such as securities of the United States government or
agencies thereof, money market funds, corporate bonds, mortgages,
and insurance company contracts.
The Equity Fund (Fund C) is authorized to invest in common stocks
and other equity-type investments which are expected to present
opportunities for capital appreciation.
On January 1, 1992 two additional funds were added.
The Balanced Fund (Fund D) is authorized to invest in a
combination of common stocks (up to 65%) and preferred stocks,
bonds, convertible bonds, notes and unsecured bonds and short-term
investments (up to 35%).
The Growth Fund (Fund E) is authorized to invest primarily in
common stocks with the objective of obtaining capital growth
without regard to income or volatility.
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:
11
2
DOVER CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(1) Continued
Common stock - quotations obtained from national
securities exchanges; and
Fixed Income and Short Term Securities (U.S.
Government Obligations, Commercial Paper, Guaranteed
Investment Contracts, Corporate Bonds) - stated at
market values based upon market quotations obtained
from published sources.
Realized gains or losses on investments sold determined on the
average cost method are as follows:
STOCK INCOME EQUITY GROWTH BALANCED
FUND FUND FUND FUND FUND
1993
----
Aggregate Proceeds $10,951,608 $15,063,372 $4,334,883 $2,874,737 $975,577
Aggregate Cost 8,585,033 15,051,318 4,211,184 2,732,815 954,158
----------- ----------- ---------- ---------- --------
Net Gain (Loss) $ 2,366,575 $ 12,054 $ 123,699 $ 141,922 $ 21,419
=========== =========== ========== ========== ========
1992
----
Aggregate Proceeds $20,976,226 $13,680,342 $5,542,099 $1,327,238 $433,140
Aggregate Cost 19,621,911 13,652,436 5,354,751 1,361,153 430,732
----------- ----------- ---------- ---------- --------
Net Gain (Loss) $ 1,354,315 $ 27,906 $ 187,348 $ (33,915) $ 2,408
=========== =========== ========== =========== ========
1991
----
Aggregate Proceeds $ 8,260,992 $11,954,185 $3,133,284
Aggregate Cost 7,726,909 11,915,669 3,141,715
----------- ----------- ----------
Net Gain (Loss) $ 534,083 $ 38,516 $ (8,431)
=========== =========== ===========
Unrealized gain and losses were as follows:
STOCK EQUITY GROWTH BALANCED
FUND FUND FUND FUND
1993
----
Balance @ Beginning $ 7,750,093 $ (163,205) $ 79,914 $(67,663)
Balance @ The End 19,658,410 340,065 515,465 (47,525)
----------- ----------- --------- ---------
Net Change $11,908,317 $ 503,270 $ 435,551 $ 20,138
=========== =========== ========= ========
1992
----
Balance @ Beginning $ 5,355,366 $ 924,293 $ 0 $ 0
Balance @ The End 7,750,093 (163,205) 79,914 (67,663)
----------- ------------ --------- ---------
Net Change $ 2,394,727 $(1,087,498) $ 79,914 $(67,663)
=========== ============ ========= =========
(continued)
12
3
DOVER CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(2) The Plan
Participation in the Plan is voluntary. All employees of
participating units of Dover Corporation who have reached age 21 and
completed one year of service are eligible to participate in the Plan.
A participant (except highly compensated) may elect to exclude from 2%
to 18% in whole percentages (subject to IRS regulations) of his
compensation (the "Deferred Amount") from current taxable income by
contributing it to the Plan. Each participating Dover unit
(Employers) will make contributions to the Plan on behalf of the
Participants employed by it, equal to between 25% and 50% of the first
6% of earnings included in the Deferred Amount (the "Employer Matching
Contribution"). All Employee and Employer contributions will be
credited to a participant's Savings Account. The Participant is fully
vested with respect to this nonforfeitable balance at all times. At
the discretion of Dover's Board of Directors, an additional year-end
Employer Matching Contribution may also be made to the Plan on behalf
of the Participants, based on operating results. The aggregate
percentage of all employer matching contributions, for the plan year,
shall not exceed 80% of the first 6% of earnings included in the
deferred amount. All employer matching contributions are initially
invested in the stock fund (Fund A).
Upon retirement, total disability, death or other termination of
employment of a Participant, or upon termination of the Plan, the
current balances in his Savings Account shall become payable to the
Participant or the designated beneficiary, as the case may be. All
benefits payable under the Plan shall be paid in a single distribution
consisting of cash, Dover Corporation common stock or both, in an
amount equal to the Participant's entire interest in the Plan and in
proportion to the Participant's interest in the five investment funds.
The Plan does not permit withdrawals during a Participant's active
career.
A participant who has been active in the Plan for at least twelve
months may request a loan from his Deferred and Employer Account
balances. Loan requests must be in increments of $500. The minimum a
participant may borrow is $1,000, and the maximum amount is determined
by the balance in the participant's "Savings Account" (Deferred and
Employer Contribution Accounts combined) as of the Valuation Date
preceding the loan request in accordance with Department of Labor
Regulations, as per the following schedule:
Savings Account Value Allowable Loan
--------------------- ------------------------------
less than or equal to $100,000 up to 50% of amount in Savings
more than $100,000 Account $50,000
(continued)
13
4
DOVER CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(2) Continued
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 will have the right to direct that the entire amount
of the Deferred Amount being allocated to his Savings Account during a
Plan Year be invested in one or more of such Investment Funds in
multiples of five percent. Each participant will have the right at
any time to move all or any portion of the investment (including the
match) among the investment funds.
(3) Federal Income Taxes
The Plan Administrator has received a tax qualification letter from
the Internal Revenue Service covering changes made to the Plan to
comply with the Employee Retirement Income Security Act of 1974. The
Plan Administrator believes the Plan continues to qualify under the
provisions of Section 401 the Internal Revenue Code, and 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.
(6) Plan Merger & Spinn-Off
On January 1, 1991 assets amounting to $15,776,785 from Sargent
Industries, Inc. Cash or Deferred Profit Sharing Plan were merged into
"the Plan". Sargent Industries, Inc. is a wholly owned subsidiary of
Dover Corporation.
On May 24, 1993, assets amounting to $4,304,420 were transferred to
DOVatron International Inc.'s Savings and Investment Plan. DOVatron
International was spun-off to Dover Corporation shareholders on May
21, 1993 in a tax-free stock distribution.
14
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 EMPLOYEE
SAVINGS AND INVESTMENT PLAN
Dated: June 27, 1994 By: /S/ John F. McNiff
---------------------------------------
John F. McNiff, Vice President-Finance
and Member Plan Administrator
