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, 1994
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, 1994 and 1993.
Statements of Changes in Net Assets Available for Benefits
for the years ended December 31, 1994, December 31, 1993
and December 31, 1992.
Notes to Financial Statements
3
EXHIBIT INDEX
Accountants' Consent (See Independent Auditors' Report).
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, 1994 and 1993 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, 1994. 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, 1994 and 1993 and the changes in net assets available for
plan benefits for each of the years in the three-year period ended December 31,
1994, in conformity with generally accepted accounting principles.
In addition, we consent to incorporation by reference of this report in the
Registration Statement No. 2-91561 on Form S-8 of Dover Corporation.
KPMG PEAT MARWICK LLP
NEW YORK, NEW YORK
June 27, 1995
5
DOVER CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1994
STOCK INCOME EQUITY GROWTH BALANCED LOAN
ASSETS TOTAL FUND FUND FUND FUND FUND FUND
- ------ ----- ----- ------ ------ ------ -------- ----
Investments at Fair Value (Cost):
Common Stock
Dover Corporation ($51,255,030) $ 58,829,338 $58,829,338 $ -- $ -- $ -- $ -- $ --
Common Stock Funds;
($24,929,440; $10,940,786) 32,706,781 -- -- 22,135,450 10,571,331 -- --
Other Funds
($35,248,824; $6,213,983) 40,770,300 -- 35,188,839 -- -- 5,581,461 --
Notes receivable from employees 9,685,727 -- -- -- -- -- 9,685,727
Receivables:
Employee Contributions 56,946 1,310 12,700 24,137 2,469 16,330 --
Employer Contributions 18,481 18,481 -- -- -- -- --
------------ ----------- ----------- ----------- ----------- ---------- ----------
Total Assets 142,067,573 58,849,129 35,201,539 22,159,587 10,573,800 5,597,791 9,685,727
============ =========== =========== =========== =========== ========== ==========
LIABILITIES
Distributions payable 3 3 -- -- -- -- --
Due to (from) other fund -- 2,866 (595) -- -- (2,271) --
------------ ----------- ----------- ----------- ----------- ---------- ----------
Total Liabilities 3 2,869 (595) -- -- (2,271) --
------------ ----------- ----------- ----------- ----------- ---------- ----------
Net assets available for plan benefits $142,067,570 $58,846,260 $35,202,134 $22,159,587 $10,573,800 $5,600,062 $9,685,727
============ =========== =========== =========== =========== ========== ==========
See accompanying notes to financial statements.
6
DOVER CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN
Statement of Net Assets Available for Plan Benefits
December 31, 1993
STOCK INCOME EQUITY GROWTH
ASSETS TOTAL 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 -- --
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
============ =========== =========== =========== ===========
LIABILITIES
Distributions payable 60 2 58 -- --
Due to (from) other fund -- (1,786) (63,151) 15,896 58,056
------------ ----------- ----------- ----------- -----------
Total Liabilities 60 (1,784) (63,093) 15,896 58,056
------------ ----------- ----------- ----------- -----------
Net assets available for plan benefits $139,408,247 $59,938,055 $35,425,178 $21,132,923 $10,175,851
============ =========== =========== =========== ===========
BALANCED LOAN
ASSETS FUND 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) 4,227,383 --
Notes receivable from employees -- 8,499,842
Short-term investment funds of trustee -- --
---------- ----------
Total Assets $4,227,383 $8,499,842
========== ==========
LIABILITIES
Distributions payable --
Due to (from) other fund (9,015) --
---------- ----------
Total Liabilities (9,015) --
---------- ----------
Net assets available for plan benefits $4,236,398 $8,499,842
========== ==========
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, 1994
STOCK INCOME EQUITY GROWTH BALANCED LOAN
TOTAL FUND FUND FUND FUND FUND FUND
----- ----- ------ ------ ------ -------- ----
Investments Income:
Interest $ 2,461,128 $ -- $ 1,937,499 $ -- $ -- $ -- $ 523,629
Dividends 4,431,103 1,039,009 -- 2,459,262 473,400 459,432 --
Net realized/unrealized
gain (loss) on investments (14,256,342) (9,673,854) (288) (3,161,500) (785,731) (634,969) --
------------ ----------- ----------- ----------- ----------- ---------- ----------
(7,364,111) (8,634,845) 1,937,211 (702,238) (312,331) (175,537) 523,629
------------ ----------- ----------- ----------- ----------- ---------- ----------
Contributions:
Employees 13,229,355 4,104,932 3,629,422 2,618,739 1,860,655 1,015,607 --
Employer 4,984,071 4,816,314 36,520 78,940 -- 52,297 --
------------ ----------- ----------- ----------- ----------- ---------- ----------
18,213,426 8,921,246 3,665,942 2,697,679 1,860,655 1,067,904 --
------------ ----------- ----------- ----------- ----------- ---------- ----------
Net loans to participants -- (731,915) (591,224) (242,212) (105,871) (46,202) 1,717,424
Interfund transfers -- 3,295,201 (1,566,104) (315,652) (455,823) (433,993) (523,629)
Plan merger 3,343,359 -- 578,651 1,323,997 -- 1,440,711 --
Rollovers 281,044 123,368 98,275 20,179 23,411 15,811 --
Distributions to participants (11,814,395) (4,064,850) (4,345,795) (1,755,089) (612,092) (505,030) (531,539)
------------ ----------- ----------- ----------- ----------- ---------- ----------
Increase (Decrease) in net assets
available for plan benefits 2,659,323 (1,091,795) (223,044) 1,026,664 397,949 1,363,664 1,185,885
------------ ----------- ----------- ----------- ----------- ---------- ----------
Net assets available for plan
benefits
Beginning of period 139,408,247 59,938,055 35,425,178 21,132,923 10,175,851 4,236,398 8,499,842
------------ ----------- ----------- ----------- ----------- ---------- ----------
End of period $142,067,570 $58,846,260 $35,202,134 $22,159,587 $10,573,800 $5,600,062 $9,685,727
============ =========== =========== =========== =========== ========== ==========
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, 1993
STOCK INCOME EQUITY GROWTH BALANCED LOAN
TOTAL FUND FUND FUND FUND FUND FUND
----- ----- ------ ------ ------ -------- ----
Investments Income:
Interest $ 2,619,997 $ -- $ 2,131,916 $ -- $ -- $ -- $ 488,081
Dividends 5,506,644 2,271,890 -- 2,383,687 492,036 359,031 --
Net realized/unrealized
gain (loss) on 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 1,069,509 400,588 488,081
------------ ----------- ----------- ----------- ----------- ---------- ----------
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) 1,748,086
Interfund transfers -- (716,319) (1,874,979) (168,041) 1,651,799 1,595,621 (488,081)
Plan spin-off (5,360,667) (2,056,902) (1,578,455) (837,011) (317,105) (111,066) (460,128)
Distributions to participants (10,709,776) (3,392,548) (4,977,167) (1,314,963) (193,612) (277,295) (554,191)
------------ ----------- ----------- ----------- ----------- ---------- ----------
Increase (Decrease) in net assets
available for plan benefits 23,804,632 17,625,589 (3,067,146) 2,675,537 3,658,860 2,178,025 733,767
------------ ----------- ----------- ----------- ----------- ---------- ----------
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 7,766,075
------------ ----------- ----------- ----------- ----------- ---------- ----------
End of period $139,408,247 $59,938,055 $35,425,178 $21,132,923 $10,175,851 $4,236,398 $8,499,842
============ =========== =========== =========== =========== ========== ==========
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, 1992
STOCK INCOME EQUITY GROWTH BALANCED LOAN
TOTAL FUND FUND FUND FUND FUND FUND
----- ----- ------ ------ ------ -------- ----
Investments Income:
Interest $ 3,040,974 $ -- $ 2,503,181 $ -- $ -- $ -- $ 537,793
Dividends 3,441,753 768,131 -- 2,105,493 360,360 207,769 --
Net realized/unrealized
gain (loss) on investments 2,857,542 3,749,042 27,906 (900,150) 45,999 (65,255) --
------------ ----------- ----------- ----------- ----------- ---------- ----------
9,340,269 4,517,173 2,531,087 1,205,343 406,359 142,514 537,793
------------ ----------- ----------- ----------- ----------- ---------- ----------
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) 2,064,552
Interfund transfers -- (5,541,785) (146,815) (1,064,194) 5,450,930 1,839,657 (537,793)
Distributions to participants (13,500,580) (3,101,014) (7,370,476) (2,037,261) (146,083) (138,697) (707,049)
------------ ----------- ----------- ----------- ----------- ---------- ----------
Increase (Decrease) in net assets
for plan benefits 11,091,287 2,381,809 (1,398,969) 175,580 6,516,991 2,058,373 1,357,503
------------ ----------- ----------- ----------- ----------- ---------- ----------
Net assets available for plan
benefits
Beginning of period 104,512,328 39,930,657 39,891,293 18,281,806 -- -- 6,408,572
------------ ----------- ----------- ----------- ----------- ---------- ----------
End of period $115,603,615 $42,312,466 $38,492,324 $18,457,386 $ 6,516,991 $2,058,373 $7,766,075
============ =========== =========== =========== =========== ========== ==========
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. IDS, which is an American Express Company,
changed its name during the current year to American Express
Financial Advisors.
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.
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, 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
1994
----
Aggregate Proceeds $ 9,671,990 $ 12,744,034 $ 3,717,828 $3,886,694 $1,511,624
Aggregate Cost 7,261,742 12,744,322 3,745,273 3,787,505 1,561,594
------------ ------------ ------------ ---------- ----------
Net Gain (Loss) $ 2,410,248 $ (288) $ (27,445) $ 99,189 $ (49,970)
============ ============ ============ ========== ==========
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
============ ============ ============ ========== ==========
Unrealized gain and losses were as follows:
Stock Equity Growth Balanced
Fund Fund Fund Fund
1994
----
Balance at Beginning of Year $ 19,658,410 $ 340,065 $ 515,465 $ (47,523)
Balance at The End of Year 7,574,308 (2,793,990) (369,455) (632,522)
------------ ------------ ---------- ----------
Net Change $(12,084,102) $ (3,134,055) $ (884,920) $ (584,999)
============ ============ ========== ==========
1993
----
Balance at Beginning of Year $ 7,750,093 $ (163,205) $ 79,914 $ (67,661)
Balance at The End of Year 19,658,410 340,065 515,465 (47,523)
------------ ------------ ---------- ----------
Net Change $ 11,908,317 $ 503,270 $ 435,551 $ 20,138
============ ============ ========== ==========
1992
----
Balance at Beginning of Year $ 5,355,366 $ 924,293 $ -- $ --
Balance at The End of Year 7,750,093 $ (163,205) 79,914 (67,661)
------------ ------------ ---------- ----------
Net Change $ 2,394,727 $ (1,087,498) $ 79,914 $ (67,661)
============ ============ ========== ==========
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 ("Dover") who have reached
age 21 and completed one year of service are eligible to participate
in the Plan. A participant (except highly compensated employees) may
elect to exclude from 2% to 18% in whole percentages (subject to IRS
regulations) of his or her 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 or her 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 or her 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 Account
more than $100,000 $50,000
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 or her 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.
Each participant will have 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 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 and Spin-Off
On October 1, 1994 assets as of 1/1/94 amounting to $3,343,359 were
merged into "The Plan" from the A-C Compressor Savings and Investment
Plan. A-C Compressor is a wholly owned subsidiary of Dover
Corporation. The merger was accounted for on a pooling of interests
basis. Employer match in funds other than the Dover Stock Fund
relates to A-C Compressor's match for the period 1/1/94 - 9/30/94.
During 1993, assets amounting to $5,360,667 were spun off primarily 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. As a result, the Dover
Stock Fund received dividend income of $1,419,057.
(7) Subsequent Event
On January 1, 1995 assets amounting to $5,996,730 were merged into
"The Plan" from the General Elevator Savings and Investment Plan.
General is a wholly owned subsidiary of Dover Corporation.
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, 1995 By: /s/ Robert G. Kuhbach
--------------------------------------
Robert G. Kuhbach, Vice President
and Secretary
and Member Pension Committee
(Plan Administrator)
