1
Filed pursuant to Rule 424(b)(2)
Registration Number 333-48201
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED MARCH 24, 1998
$350,000,000
[Dover Corporation logo]
$150,000,000 6.25% Notes due June 1, 2008
$200,000,000 6.65% Debentures due June 1, 2028
------------------------
Interest on the Notes and Debentures is payable on June 1 and December 1 of
each year, commencing December 1, 1998. The Notes and Debentures are not
redeemable prior to maturity. The Notes and Debentures each will be represented
by one or more Global Securities registered in the name of the nominee of The
Depository Trust Company. Beneficial interests in the Global Securities will be
shown on, and transfers thereof will be effected only through, records
maintained by DTC and its participants. Except as described herein, Notes and
Debentures in definitive form will not be issued. The Notes and Debentures will
be issued only in denominations of $1,000 and integral multiples thereof. See
"Description of the Notes and Debentures".
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT
RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE(1) DISCOUNT(2) COMPANY(1)(3)
---------------- ------------ ---------------
Per Note............................ 99.931% 0.650% 99.281%
Total............................... $149,896,500 $975,000 $148,921,500
Per Debenture....................... 99.559% 0.875% 98.684%
Total............................... $199,118,000 $1,750,000 $197,368,000
- ---------------
(1) Plus accrued interest from June 1, 1998.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
(3) Before deducting estimated expenses of $420,000 payable by the Company.
------------------------
The Notes and Debentures offered hereby are offered severally by the
Underwriters, as specified herein, subject to receipt and acceptance by them and
subject to their right to reject any order in whole or in part. It is expected
that the Notes and Debentures will be ready for delivery in book-entry form only
through the facilities of DTC in New York, New York on or about June 9, 1998,
against payment therefor in immediately available funds.
GOLDMAN, SACHS & CO.
CHASE SECURITIES INC.
J.P. MORGAN & CO.
DEUTSCHE MORGAN GRENFELL INC.
------------------------
The date of this Prospectus Supplement is June 4, 1998.
2
CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES AND/OR
DEBENTURES, INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING
TRANSACTIONS IN SUCH SECURITIES, AND THE IMPOSITION OF A PENALTY BID, IN
CONNECTION WITH THE OFFERING. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
"UNDERWRITING".
------------------------
THE COMPANY
Dover Corporation is a diversified industrial manufacturing corporation
encompassing over 45 operating companies which manufacture a broad range of
specialized industrial products and sophisticated manufacturing equipment. Dover
Corporation's 1997 sales of $4.5 billion and net income of $405 million were at
record levels for the sixth consecutive year. As used herein, the terms
"Company" and "Dover Corporation" refer to Dover Corporation and its
consolidated subsidiaries, unless otherwise indicated or unless the context
otherwise requires.
The Company's businesses are currently organized in five business segments.
Dover Technologies builds sophisticated automated assembly equipment for the
electronics industry, industrial printers for coding and marking, and
specialized electronic components. Dover Industries makes products for use in
the waste handling, bulk transport, automotive service, commercial food service
and machine tool industries. Dover Diversified builds assembly and production
machines, heat transfer equipment, specialized compressors, and food
refrigeration and display cases, as well as products for use in the defense,
aerospace and other industries. Dover Resources manufactures products primarily
for the automotive, fluid handling, petroleum and chemical industries. Dover
Elevator manufactures, installs and services elevators primarily in North
America. On May 7, 1998, the Company announced its intention to pursue a plan to
spin off its Dover Elevator segment to the Company's stockholders. See
"-- Recent Development -- Plan to Spin Off Dover Elevator".
The Company emphasizes growth and strong internal cash flow. It has a
long-standing and successful acquisition program pursuant to which, from January
1, 1993 through December 31, 1997, the Company made 60 acquisitions at a total
acquisition cost of $1.375 billion. These acquisitions have had a substantial
impact on the increase in the Company's sales and earnings since 1993. The
Company's acquisition program traditionally focused on acquiring new or stand-
alone businesses. However, since 1993, increased emphasis has been placed on
acquiring businesses which can be added on to existing operations. Approximately
35% of the $1.375 billion mentioned above was spent on this type of acquisition.
In 1997, the Company completed two "stand-alone" and 15 "add-on" acquisitions at
a total cost of about $261 million. In the three months ended March 31, 1998,
the Company completed two "stand-alone" acquisitions and three "add-on"
acquisitions at a total cost of $120 million. The Company has completed
additional acquisitions since March 31, 1998. The Company has no budget or
target for annual acquisition spending and is constantly seeking businesses
marked by growth, innovation, higher than average profitability, and market
leadership. Based on acquisitions completed, and discussions in progress, the
Company expects acquisition spending in 1998 will exceed that of 1997 and is
likely to exceed, possibly by a significant amount, the previous record level of
$323 million (in 1995). There can be no assurance, however, that the Company
will find this level of appropriate acquisition opportunities and be able to
acquire them on acceptable terms. The Company believes that total 1998
acquisition cash requirements will be funded from internal cash flow, commercial
paper backed by existing bank lines of credit, the expected dividend from the
spin-off of the Dover Elevator segment described herein, and the Notes and
Debentures offered hereby.
The Company practices a highly decentralized management style. The
presidents of operating companies are very autonomous and have a high level of
independent responsibility for their businesses and their performance. This is
in keeping with the Company's operating philosophy that small independent
operations are better able to serve customers by focusing closely on their
products and reacting quickly to customer needs. The Company's executive
management becomes
S-2
3
involved only to guide and manage capital, assist in major acquisitions,
evaluate, motivate and, if necessary, replace operating management, and provide
selected other services.
DOVER TECHNOLOGIES, which accounted for 25.9% and 28.6% of the Company's
sales for the three-month period ended March 31, 1998 and the year ended
December 31, 1997, respectively, sells assembly equipment, screen printers, and
soldering machines for the printed circuit board industry, industrial printers
for coding and marking, as well as components for communications (including
wireless) and military applications. The most significant business in this
segment is Universal Instruments which, in 1997, accounted for almost half of
Technologies' sales. In 1997, Universal Instruments' sales were the highest in
its history and operating profit rebounded from 1996 and nearly equaled 1995's
record results. During the three-month period ended March 31, 1998, Universal
Instruments accounted for approximately one-third of the sales and operating
profit of Dover Technologies. Universal Instruments is the world's largest
producer of thru-hole printed circuit board assembly equipment, as well as a
significant manufacturer of surface mount printed circuit board assembly
equipment. Its primary competitors are Fuji Machine, Panasonic and Siemens. In
1995, Dover Technologies acquired Imaje, S.A., the world's second largest
producer of small character ink-jet printers used for marking in the beverage,
food and pharmaceutical industries. In November 1996, Dover Technologies
acquired Everett Charles Technologies, based in Ponoma, California. Everett
Charles is the leading producer of machines for the testing of circuitry on
printed circuit boards before the boards are populated with components. In
addition, it is the leader in design and manufacture of text fixtures for
populated boards and the largest producer of spring-loaded test probes, which
are used in both bare-board and populated-board testing.
DOVER INDUSTRIES, which accounted for 20.0% and 18.9% of the Company's
sales for the three-month period ended March 31, 1998 and the year ended
December 31, 1997, respectively, manufactures equipment and components for use
in the waste handling, bulk transport, automotive service, commercial food
service, machine tool and other industries. The largest operations are Heil
Trailer and Heil Environmental, acquired in 1993 (trailerized tanks and refuse
collecting vehicles), Tipper Tie (clip closures for food packaging), Marathon
(solid waste compaction, transporting and recycling equipment), Rotary Lift
(automotive lifts), DovaTech (welding, cutting and laser equipment and supplies)
and Groen (food service equipment). Other Dover Industries operations produce
auto collision measuring and repair systems, commercial refrigeration, welding
torches, plasma cutting products and screw machines.
DOVER DIVERSIFIED, which accounted for 18.3% and 16.9% of the Company's
sales for the three-month period ended March 31, 1998 and the year ended
December 31, 1997, respectively, manufactures equipment and components for
industrial, commercial, and defense applications. The largest operations are
Tranter (process industry heat exchangers), A-C Compressor, acquired in 1992,
and expanded in 1997 with the acquisitions of Preco and Conmec (process industry
compressors), Hill Phoenix, acquired in 1993-94 (display cases and refrigeration
systems for supermarkets) and Belvac, acquired in 1993 (can-making machinery).
Other Dover Diversified businesses produce such products as fluid film and
self-lubricating bearings, metal and fabric expansion joints, submarine and
aircraft hydraulic controls and narrow web flexographic printing presses. In the
first quarter of 1998, Dover Diversified acquired Wiseco Inc. (designer and
manufacturer of high performance pistons for racing applications).
DOVER RESOURCES, which accounted for 16.9% and 16.4% of the Company's sales
for the three-month period ended March 31, 1998 and the year ended December 31,
1997, respectively, manufactures components and equipment primarily for the
automotive, fluid handling, petroleum and chemical industries. Its largest
businesses are De-Sta-Co Industries (workholding devices), OPW Fueling
Components (gasoline nozzles and related service station equipment), and
Blackmer (rotary vein and progressive cavity pumps and gas compressors). In late
1996, Dover Resources acquired Tulsa Winch, a producer of winches and speed
reducers and in 1997 Hydro Systems (cleaning chemical dispensing equipment). At
the beginning of 1998, Dover Resources acquired Quartzdyne, a manufacturer of
quartz-resonator pressure transducers used in oil drilling and
S-3
4
production. Other Dover Resources companies produce liquid monitoring,
filtration and control systems, oil and gas production equipment, and other
valve, instrumentation and control systems and products. During 1997, two Dover
Resources companies made three "add-on" acquisitions. Blackmer acquired Mouvex,
a leading French producer of positive displacement pumps, and De-Sta-Co
Industries made two smaller acquisitions of producers of automation devices.
DOVER ELEVATOR, which accounted for 19.0% and 19.4% of the Company's sales
for the three-month period ended March 31, 1998 and the year ended December 31,
1997, respectively, is a major national manufacturer and installer, and one of
the largest servicers, of elevators for low- and mid-rise buildings. Dover
Elevator also participates in the high-rise market for new equipment and
service. Its primary competitors are Otis Elevator, a division of United
Technologies Corporation, Schindler/Westinghouse, Thyssen and Kone/Montgomery.
Dover Elevator also sells and services elevators in foreign markets, principally
in Canada. Less than half of Dover Elevator's sales, but most of its profits,
are generated by the service business. In 1997, Dover Elevator sold its German
and U.K. operations for a pre-tax gain of $32 million, based upon its analysis
that they did not represent a sufficiently strong base for developing a
meaningful position in Europe. On May 7, 1998, the Company announced its
intention to pursue a plan to spin off Dover Elevator to the Company's
stockholders as an independent publicly-traded company. See "-- Recent
Development -- Plan to Spin Off Dover Elevator".
The address and telephone number of the Company's principal executive
offices are 280 Park New York, New York 10017-1292, (212) 922-1640. Dover
Corporation is a Delaware corporation which conducts substantially all its
business through subsidiaries.
RECENT DEVELOPMENT -- PLAN TO SPIN OFF DOVER ELEVATOR
On May 7, 1998, the Company announced its intention to pursue a plan to
spin off to its stockholders its entire interest in its wholly-owned Dover
Elevator segment (the "Elevator Spin"). The Company plans to spin off Dover
Elevator because its business does not fit well with the Company's other
operations. Dover Elevator, although engaged in the manufacture and sale of
elevators, generates most of its profits from the service contracts it enters
into to provide post-installation services at customer locations spread across
North America while the remaining Dover businesses manufacture technologically
sophisticated products where the factory is the key center of activity. The
Company believes that spinning off Dover Elevator as an independent
publicly-traded company will alleviate certain issues which result from the
operation of dissimilar businesses within the same corporate group. Before the
spin-off, Dover Elevator will borrow from unrelated third parties to pay a
dividend to the Company, the proceeds of which the Company will use to repay
short-term debt. See "Pro Forma Financial Information" below, which indicates
certain effects of the proposed Elevator Spin on selected items in the Company's
balance sheet and statement of earnings at the dates or for the periods
indicated and based on the assumptions stated therein. The Elevator Spin is
expected to occur in the fourth quarter of this year, subject to satisfaction of
certain conditions including a ruling from the Internal Revenue Service that the
Elevator Spin will be tax free to the Company and its stockholders for Federal
income tax purposes and final approval by the Company's Board of Directors.
Until such time as the Elevator Spin is completed, the Company will continue to
consolidate Dover Elevator's financial information into its consolidated
financial statements. There can be no assurance as to when or whether the
Elevator Spin will actually occur.
S-4
5
USE OF PROCEEDS
The net proceeds to be received from the sale of the Notes and Debentures
offered hereby (approximately $346 million before deducting expenses payable by
the Company estimated at $420,000) will be used to reduce the level of the
Company's commercial paper outstanding. See "Capitalization". Commercial paper
totaled $501 million at March 31, 1998, with a weighted average interest rate of
5.6% and an average maturity of 15 days. The Company has historically used
commercial paper and debt securities, together with internally generated cash,
to finance acquisitions, and intends to continue its program of seeking to
acquire selected businesses. See "The Company".
S-5
6
CAPITALIZATION
The following table sets forth the capitalization of the Company at March
31, 1998, and as adjusted to reflect the issuance and sale of the Notes and the
Debentures offered hereby and the application of the net proceeds therefrom to
the reduction of the Company's commercial paper outstanding. See "Use of
Proceeds".
MARCH 31, 1998
--------------------------
AS
ACTUAL ADJUSTED
------ --------
(UNAUDITED)
(IN THOUSANDS)
Short-Term Debt:
Commercial paper.......................................... $ 500,850(1) $ 154,560
Other notes payable....................................... 7,680 7,680
---------- ----------
Total notes payable.................................... 508,530 162,240
Current portion of long-term debt......................... 960 960
---------- ----------
Total Short-Term Debt.................................. $ 509,490 $ 163,200
========== ==========
Long-Term Debt:
6.45% Notes due November 15, 2005......................... $ 249,581 $ 249,581
6.25% Notes due June 1, 2008.............................. -- 149,897
6.65% Debentures due June 1, 2028......................... -- 199,118
Other long-term debt including capital leases............. 12,066 12,066
---------- ----------
Total Long-Term Debt................................... $ 261,647 $ 610,662
Stockholders' Equity:
Capital stock, $1 par value, authorized 500,000,000
shares; issued 234,926,757 shares...................... $ 234,927 $ 234,927
Additional paid-in capital................................ 7,972 7,972
Cumulative translation adjustments........................ (39,239) (39,239)
Unrealized holdings gains (losses)........................ 2,472 2,472
Retained earnings......................................... 1,772,155 1,772,155
Less common stock in treasury, at cost -- 11,939,434
shares................................................. 203,840 203,840
---------- ----------
Total Stockholders' Equity............................. 1,774,447 1,774,447
---------- ----------
Total Capitalization........................................ $2,036,094 $2,385,109
========== ==========
- ---------------
(1) At May 29, 1998, commercial paper was $616,735.
S-6
7
SELECTED CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data concerning the Company
for, and as of the end of, each of the five years in the period ended December
31, 1997, has been derived from the Company's audited consolidated financial
statements. The information for interim periods is unaudited; however, in the
opinion of management, all adjustments (consisting only of normal recurring
adjustments) necessary for a fair presentation of such information have been
included. The interim results of operations may not be indicative of the results
for the full year. The selected consolidated financial information should be
read in conjunction with the Company's consolidated financial statements,
related notes and "Management's Discussion and Analysis of Financial Condition
and Results of Operations".
YEAR ENDED DECEMBER 31,
--------------------------------------------------------------
1993 1994 1995 1996 1997
---- ---- ---- ---- ----
(DOLLARS IN THOUSANDS)
EARNINGS STATEMENT DATA:
Net sales................................. $2,483,928 $3,085,276 $3,745,877 $4,076,284 $4,547,656
Gross profit.............................. 750,672 947,799 1,181,533 1,366,632 1,571,736
Selling, general and administrative
expenses................................ 496,799 622,434 743,133 827,958 959,067
---------- ---------- ---------- ---------- ----------
Operating profit.......................... 253,873 325,365 438,400 538,674 612,669
Interest expense.......................... 22,339 36,461 40,113 41,977 46,888
Other income, net......................... 14,008 17,955 18,824 92,028 51,055
---------- ---------- ---------- ---------- ----------
Earnings before taxes on income........... 245,542 306,859 417,111 588,725 616,836
Federal and other taxes on income......... 87,288 104,486 138,800 198,502 211,405
---------- ---------- ---------- ---------- ----------
Net earnings(1)........................... $ 158,254 $ 202,373 $ 278,311 $ 390,223 $ 405,431
========== ========== ========== ========== ==========
OTHER OPERATING DATA:
Cash flow(2).............................. $ 235,223 $ 298,162 $ 386,147 $ 515,307 $ 576,094
Capital Expenditures...................... 47,532 84,473 102,668 125,111 145,620
Acquisitions.............................. 321,002 187,704 323,292 281,711 261,460
Ratio of earnings to fixed charges(3)..... 9.0x 7.8x 9.5x 12.1x 11.6x
BALANCE SHEET DATA (AT PERIOD END):
Current assets............................ $ 903,640 $1,133,139 $1,384,359 $1,489,813 $1,591,345
Net property, plant and equipment......... 283,363 342,685 423,940 494,933 570,579
Intangible assets, net of amortization.... 535,136 564,420 811,182 963,182 1,068,310
Other intangible assets................... 10,258 10,258 10,258 10,258 10,368
Other assets and deferred charges......... 41,292 20,135 36,912 35,193 36,922
---------- ---------- ---------- ---------- ----------
Total Assets......................... $1,773,689 $2,070,637 $2,666,651 $2,993,379 $3,277,524
========== ========== ========== ========== ==========
Current liabilities....................... 595,794 772,223 1,081,047 1,139,105 1,196,573
Long-term debt............................ 252,065 253,587 255,600 252,955 262,630
Deferred compensation..................... 35,419 46,423 55,970 57,548 74,279
Deferred income taxes..................... 20,409 2,545 46,328 54,068 40,458
Stockholders' equity...................... 870,002 995,859 1,227,706 1,489,703 1,703,584
---------- ---------- ---------- ---------- ----------
Total liabilities and stockholders'
equity............................. $1,773,689 $2,070,637 $2,666,651 $2,993,379 $3,277,524
========== ========== ========== ========== ==========
- ---------------
(1) Includes gain from sale of businesses in the amount of $25,065 for 1997 and
$49,634 for 1996.
(2) Represents net earnings plus depreciation and amortization.
(3) Computed by dividing fixed charges of the Company into earnings before
income taxes plus fixed charges. Fixed charges consist of interest expense
and the portion of rental expense which is deemed to be representative of
the interest factor.
S-7
8
THREE MONTHS ENDED
MARCH 31,
------------------------
1997 1998
---- ----
(UNAUDITED)
(DOLLARS IN THOUSANDS)
EARNINGS STATEMENT DATA:
Net sales................................................... $1,008,781 $1,148,584
Gross profit................................................ 337,867 396,134
Selling, general and administrative expenses................ 222,516 253,408
---------- ----------
Operating profit............................................ 115,351 142,726
Interest expense............................................ 10,987 11,926
Other income, net........................................... 16,272 5,571
---------- ----------
Earnings before taxes on income............................. 120,636 136,371
Federal and other taxes on income........................... 42,136 46,376
---------- ----------
Net earnings................................................ $ 78,500 $ 89,995
========== ==========
OTHER OPERATING DATA:
Cash flow(1)................................................ $ 113,256 $ 130,985
Capital expenditures........................................ 27,377 33,786
Acquisitions................................................ 52,108 119,883
Ratio of earnings to fixed charges(2)....................... 9.8x 10.3x
BALANCE SHEET DATA (AT PERIOD END):
Current assets.............................................. $1,432,046 $1,610,584
Net property, plant and equipment........................... 509,121 586,701
Intangible assets, net of amortization...................... 971,185 1,151,726
Other intangible assets..................................... 10,258 10,368
Other assets and deferred charges........................... 37,018 38,815
---------- ----------
Total Assets........................................... $2,959,628 $3,398,194
========== ==========
Current liabilities......................................... 1,104,075 1,248,315
Long-term debt.............................................. 255,135 261,647
Deferred compensation....................................... 54,912 69,181
Deferred income taxes....................................... 44,213 44,604
Stockholders' equity........................................ 1,501,293 1,774,447
---------- ----------
Total liabilities and stockholders' equity............. $2,959,628 $3,398,194
========== ==========
- ---------------
(1) Represents net earnings plus depreciation and amortization.
(2) Computed by dividing fixed charges of the Company into earnings before
income taxes plus fixed charges. Fixed charges consist of interest expense
and the portion of rental expense which is deemed to be representative of
the interest factor.
S-8
9
PRO FORMA FINANCIAL INFORMATION
The following presents unaudited pro forma condensed financial information
of the Company, as adjusted to give effect to the Elevator Spin as of the
beginning of the earliest period presented for statement of earnings purposes
and as of the end of the period presented for balance sheet purposes. The
historical financial information for Dover Elevator has been derived from the
historical financial statements of the Company and is intended only for
presentation of the Company's pro forma financial information. The unaudited pro
forma condensed financial information assumes that Dover Elevator will borrow
$175 million from unrelated third parties and use it, together with excess cash
on hand, to pay a dividend of $200 million to the Company (see note 1); however,
these financing arrangements are not finalized and may change. The $175 million
represents the current estimate of management; the actual amount to be borrowed
by Dover Elevator (and the amount of the dividend) will be determined based on
Dover Elevator's financial position at the spin-off date. The following data is
presented for illustrative purposes only and is not necessarily indicative of
the financial position or results of operations of the Company or Dover Elevator
which would have occurred had the Elevator Spin actually been consummated as of
such date, nor is this information indicative of the future financial position
or results of operations of the Company or Dover Elevator. The information set
forth below should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included elsewhere in
this Prospectus Supplement and the Consolidated Financial Statements and Notes
thereto of the Company incorporated herein by reference.
S-9
10
DOVER CORPORATION
PRO FORMA CONDENSED BALANCE SHEET (UNAUDITED)
AT MARCH 31, 1998
(IN THOUSANDS)
DOVER DOVER DOVER
CORPORATION ELEVATOR PRO FORMA CORPORATION
HISTORICAL HISTORICAL ADJUSTMENTS PRO FORMA
----------- ---------- ----------- -----------
ASSETS:
Current Assets:
Cash & cash equivalents............. $ 106,282 $ 28,353 $ -- $ 77,929
Marketable securities............... 24,267 -- 24,267
Receivables, net of allowance for
doubtful accounts................ 804,726 200,567 604,159
Inventories......................... 610,016 68,556 541,460
Prepaid expenses.................... 65,293 5,487 59,806
---------- -------- --------- ----------
Total current assets............. 1,610,584 302,963 -- 1,307,621
---------- -------- --------- ----------
Property, plant & equipment (at
cost)............................... 1,311,111 140,157 1,170,954
Accumulated depreciation.............. 724,410 85,522 638,888
---------- -------- --------- ----------
Net property, plant &
equipment...................... 586,701 54,635 -- 532,066
---------- -------- --------- ----------
Intangible assets, net of
amortization........................ 1,151,726 33,341 1,118,385
Other intangible assets............... 10,368 3,009 7,359
Deferred charges & other assets....... 38,815 2,254 36,561
---------- -------- --------- ----------
$3,398,194 $396,202 $ -- $3,001,992
========== ======== ========= ==========
LIABILITIES:
Current Liabilities:
Notes payable....................... $ 508,530 $ 2,423 $(193,589)(1) $ 312,518
Current maturities of long-term
debt............................. 960 -- 960
Accounts payable.................... 223,825 29,231 194,594
Accrued compensation & employee
benefits......................... 118,249 24,241 94,008
Accrued insurance................... 114,547 76,565 37,982
Other accrued expenses.............. 237,108 51,041 186,067
Income taxes........................ 45,096 (2,248) 47,344
---------- -------- --------- ----------
Total current liabilities........ 1,248,315 181,253 (193,589) 873,473
---------- -------- --------- ----------
Long-term debt........................ 261,647 261,647
Receivable from Dover Corporation..... (1,411)
Deferred taxes........................ 44,604 (8,701) 53,305
Deferred compensation................. 69,181 11,981 57,200
STOCKHOLDERS' EQUITY:
Common stock.......................... 234,927 234,927
Subsidiary common stock............... 200
Additional paid-in surplus............ 7,972 7,972
Subsidiary additional paid-in
surplus............................. 2,425
Cumulative translation adjustments.... (39,239) (10,480) (28,759)
Unrealized holding gains (losses)..... 2,472 -- 2,472
---------- -------- --------- ----------
Accumulated other comprehensive
earnings............................ (36,767) (10,480) -- (26,287)
Retained earnings..................... 1,772,155 (28,560)(2) 1,743,595
Subsidiary retained earnings.......... 220,935 200,000(1)
Less: Treasury stock.................. 203,840 -- -- 203,840
---------- -------- --------- ----------
Stockholders' equity............. 1,774,447 213,080 171,440 1,756,367
---------- -------- --------- ----------
$3,398,194 $396,202 $ (22,149) $3,001,992
========== ======== ========= ==========
S-10
11
DOVER CORPORATION
PRO FORMA CONDENSED STATEMENT OF EARNINGS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 1998
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
DOVER DOVER DOVER
CORPORATION ELEVATOR PRO FORMA CORPORATION
HISTORICAL HISTORICAL ADJUSTMENTS PRO FORMA
----------- ---------- ----------- -----------
Net sales................................ $1,148,584 $218,575 $486(3) $930,495
Cost of sales............................ 752,450 154,565 486(3) 598,371
---------- -------- ---- --------
Gross profit........................... 396,134 64,010 -- 332,124
Selling & administrative expenses........ 253,408 38,905 214,503
---------- -------- ---- --------
Operating profit....................... 142,726 25,105 -- 117,621
---------- -------- ---- --------
Other deductions (income):
Interest expense....................... 11,926 87 11,839
Interest income........................ (5,314) (134) (5,180)
Foreign exchange....................... 1,499 420 1,079
All other, net......................... (1,756) (412) (1,344)
---------- -------- ---- --------
Total............................... 6,355 (39) -- 6,394
---------- -------- ---- --------
Earnings before taxes on earnings........ 136,371 25,144 -- 111,227
Federal & other taxes on earnings...... 46,376 8,992 37,384
---------- -------- ---- --------
Net earnings............................. $ 89,995 $ 16,152 $ -- $ 73,843
========== ======== ==== ========
Net earnings per common share:
-- Basic............................... $ 0.40 $ 0.33
-- Diluted............................. $ 0.40 $ 0.33
Weighted average number of common shares
outstanding during the period:
-- Basic............................... 222,775 222,775
-- Diluted............................. 224,822 224,822
S-11
12
DOVER CORPORATION
PRO FORMA CONDENSED STATEMENT OF EARNINGS (UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
DOVER DOVER DISPOSITION DOVER
CORPORATION ELEVATOR OF EUROPEAN PRO FORMA CORPORATION
HISTORICAL HISTORICAL(4) ELEVATOR(4) ADJUSTMENTS PRO FORMA
----------- ------------- ----------- ----------- -----------
Net sales................... $4,547,656 $852,871 $ 27,386 $2,170(3) $3,669,569
Cost of sales............... 2,975,920 613,735 22,087 2,170(3) 2,342,268
---------- -------- -------- ------ ----------
Gross profit.............. 1,571,736 239,136 5,299 -- 1,327,301
Selling & administrative
expenses.................. 959,067 146,544 4,729 807,794
---------- -------- -------- ------ ----------
Operating profit.......... 612,669 92,592 570 -- 519,507
---------- -------- -------- ------ ----------
Other deductions (income):
Interest expense.......... 46,888 331 394 46,163
Interest income........... (9,918) (731) (77) (9,110)
Foreign exchange.......... (4,566) 165 295 (5,026)
All other, net............ (36,571) 415 (32,577) (4,409)
---------- -------- -------- ------ ----------
Total............. (4,167) 180 (31,965) -- 27,618
---------- -------- -------- ------ ----------
Earnings before taxes on
earnings.................. 616,836 92,412 32,535 -- 491,889
Federal & other taxes on
earnings............... 211,405 36,066 8,113 167,226
---------- -------- -------- ------ ----------
Net earnings................ $ 405,431 $ 56,346 $ 24,422 $ -- $ 324,663
========== ======== ======== ====== ==========
Net earnings per common
share:
-- Basic.................. $ 1.82 $ 1.45
-- Diluted................ $ 1.79 $ 1.43
Weighted average number of
common shares outstanding
during the period:
-- Basic.................. 223,181 223,181
-- Diluted................ 226,815 226,815
S-12
13
DOVER CORPORATION
NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(IN THOUSANDS)
1. Represents the net result of a dividend received by the Company from Dover
Elevator prior to the Elevator Spin, settlement of an intercompany balance
owed to Dover Elevator, and payment of spin-off expenses.
MARCH 31,
1998
---------
The proceeds have been assumed to be utilized as follows:
Dividend declared by Dover Elevator....................... $ 200,000
Less: settlement of intercompany balance owed to Dover
Elevator............................................... (1,411)
spin-off expenses.................................. (5,000)
---------
Net change in notes payable............................... 193,589
=========
2. Represents a dividend to Dover Corporation stockholders calculated as
follows:
Dover Corporation's equity in Dover Elevator
Subsidiary common stock................................ $ 200
Subsidiary additional paid-in surplus.................. 2,425
Subsidiary retained earnings........................... 220,935
Dividend declared by Dover Elevator.................... (200,000)
---------
Dover's remaining equity in Dover Elevator............. 23,560
Spin-off expenses......................................... 5,000
---------
$ 28,560
=========
3. Intercompany sales between Dover Elevator and Dover Corporation previously
eliminated.
4. Effective June 1997 the Company sold its European elevator operations. The
amounts reported in the disposition column include the results of operations
of the European elevator operations up to the sale date and the gain on those
sales and applicable taxes. The historical statement of earnings of Dover
Elevator for the year ended December 31, 1997 does not include earnings
attributable to operations of Dover Elevator which were disposed of during
1997 because they will not be included in the Elevator Spin.
S-13
14
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The information set forth below summarizes the Management's Discussion and
Analysis of Financial Condition and Results of Operations contained in each of
(a) the Company's Quarterly Report on Form 10-Q, dated April 28, 1998, for the
quarter ended March 31, 1998 (the "1998 First Quarter Form 10-Q") and (b) the
Company's Annual Report on Form 10-K, dated March 27, 1998, for the year ended
December 31, 1997 (the "1997 Form 10-K"). Such information does not purport to
be complete and is qualified in its entirety by reference to the information set
forth in the 1998 First Quarter Form 10-Q and the 1997 Form 10-K. See "Available
Information" and "Incorporation of Certain Documents by Reference" in the
accompanying Prospectus.
GENERAL
Set forth below are the sales and operating profits of the Company's five
business segments for the periods indicated. Such information should be read in
conjunction with the other financial information set forth or incorporated by
reference herein.
YEAR ENDED THREE MONTHS ENDED
DECEMBER 31, MARCH 31,
------------------------ ------------------------
1996 1997 1997 1998
---- ---- ---- ----
(IN THOUSANDS)
SALES TO UNAFFILIATED CUSTOMERS:
Dover Technologies................. $ 993,326 $1,300,503 $ 259,466 $ 297,657
Dover Industries................... 846,866 859,778 201,437 229,494
Dover Diversified.................. 730,074 767,194 160,312 210,275
Dover Resources.................... 648,546 745,429 171,398 194,301
Dover Elevator..................... 862,139 880,258 217,270 218,575
Intramarket sales.................. (4,667) (5,506) (1,102) (1,718)
---------- ---------- ---------- ----------
Consolidated total......... $4,076,284 $4,547,656 $1,008,781 $1,148,584
========== ========== ========== ==========
OPERATING PROFIT:
Dover Technologies................. $ 146,341 $ 195,393 $ 36,629 $ 33,699
Dover Industries................... 115,857 128,945 27,947 34,014
Dover Diversified.................. 106,850 114,902 21,143 28,637
Dover Resources.................... 105,394 113,538 24,846 32,046
Dover Elevator..................... 87,985 92,958 24,046 25,137
Gain on Dispositions............... 75,065 32,171 -- --
Interest income, interest expense
and general corporate expenses,
net............................. (48,767) (61,071) (13,975) (17,162)
---------- ---------- ---------- ----------
Earnings before taxes on
income................... $ 588,725 $ 616,836 $ 120,636 $ 136,371
========== ========== ========== ==========
RESULTS OF OPERATIONS:
THREE MONTHS ENDED MARCH 31, 1998 COMPARED WITH THREE MONTHS ENDED MARCH 31,
1997.
Sales in the three months ended March 31, 1998 increased 14% to $1.1
billion compared to the 1997 period and net earnings increased approximately
$11.5 million, or 15%. The 1997 earnings included $9.6 million (pre-tax) from
nonrecurring currency gains and a license sale (all in the Dover Technologies
segment) as reported last year. During the three months ended March 31, 1998,
the Company completed five acquisitions, investing $120 million. The largest of
the five acquisitions were Quartzdyne, which is now part of Dover Resources, and
Wiseco, which is now part of Dover
S-14
15
Diversified. Quartzdyne makes highly specialized quartz pressure transducers.
Wiseco designs and manufactures high performance pistons.
The gain in the Company's first quarter was driven by strength in the Dover
Industries, Dover Resources and Dover Diversified segments. Sales of their
almost 40 individual "niche-market" businesses are heavily concentrated in North
America and Europe, where strong economies are fueling demand for specialty
machinery and precision components. Each of these segments had a profit gain of
more than 20% with a combined increase of 28%. Of the 36 individual niche
businesses owned last year, 24 showed profit gains with 16 up more than 30%.
A discussion of results of operation by segments follows. As noted above,
please refer to the Company's 1998 First Quarter Form 10-Q for additional
information on the results of operations for the first quarter of 1998 and
comparison to the first quarter of 1997, including additional segment
information.
DOVER TECHNOLOGIES: Sales in the Dover Technologies segment increased 15%
for the three-month period while earnings rose 25%, excluding the $9.6 million
of special gains included in last year's results. Most of the sales gain was
attributable to internal growth at Everett Charles, add-on acquisitions, such as
Soltec's acquisition of Vitronics, and to market share gains at DEK Print
Machines. Imaje and the components companies achieved modest sales and earnings
gains.
DOVER INDUSTRIES: Dover Industries reported a sales increase of 14% for
the three-month period and an increase in operating earnings of 22%. The largest
increases were at Heil Tank Trailer, whose largely U.S. market strengthened
significantly during the past 6 months; and at Heil Environmental, which
achieved significant operating margin leverage as shipments improved more than
15%.
DOVER DIVERSIFIED: Sales in the Dover Diversified segment increased 31%
for the three-month period and operating earnings increased 35% reflecting both
internal earnings growth and above normal sales growth due to acquisitions.
Tranter and Hill Phoenix each experienced sales growth and earnings gains. Other
businesses owned in last year's first quarter had mixed results, yielding an
overall 21% earnings gain on an 11% sales increase for last year's first quarter
companies. The acquisitions of Wiseco, SWF and 4 other "add-on" companies since
the first quarter of 1997 provided 20 percentage points of the 31% segment sales
gain, but added less than $3 million to earnings due to acquisition premium
write-offs.
DOVER RESOURCES: Sales in the Dover Resources segment increased 13% for
the three-month period and operating earnings increased 29%. The largest
increase was achieved by OPW Fueling Components, reflecting increased demand by
gasoline retailers for its vapor recovery, environmental and safety products as
well as improved margins. Dover Resources companies involved in fluid transfer
(pumps, valves, loading/unloading equipment and safety devices) achieved gains
in sales and earnings. In oil/gas related areas, the addition of Quartzdyne
offset modest declines at Norris, Norriseal and Alberta Oil Tool.
DOVER ELEVATOR: Dover Elevator achieved a 5% increase in earnings despite
nearly flat sales, reflecting continued improvement in North America and the
sale in 1997 of its European operations. Its pretax margin of 11.5% is believed
by the Company to be the best of any major elevator company. New elevator
bookings in the U.S. and Canada increased 11% from 1997, with a significant
portion of that increase occurring in March. The Company is proceeding with the
transfer of Dover Elevator's manufacturing activities from the Company's oldest
plant to other facilities which have been expanded to improve manufacturing
efficiencies and with the implementation of a new SAP computer system. On May 7,
1998, the Company announced its intention to pursue a plan to spin off Dover
Elevator to the Company's stockholders. See "The Company -- Recent
Development -- Plan to Spin Off Dover Elevator".
S-15
16
1997 COMPARED WITH 1996
Sales in 1997 rose 12% to $4.5 billion, an increase of $470 million,
reflecting both internal growth at most Dover companies and the effect of the
Company's acquisition activity in 1996 and 1997.
Companies acquired in 1996 added $92 million to the Company's 1996 sales
and $221 million to the Company's 1997 sales, reflecting their inclusion in the
Company's financial statements for a full year and their own internal growth.
Companies acquired in 1997 added $127 million to that year's sales. Together
with the sale of Dover Elevator's European operations in June 1997,
acquisitions, net of divestments, made in 1996 and 1997 provided 6 percentage
points of the 12% year-to-year sales increase.
While acquisitions added to sales growth, all of the Company's $40 million
(12%) increase in net income (measured without gains on the sale of businesses)
came from internal growth of existing companies. The companies acquired in 1996
and 1997 had operating profits in 1997 of $55 million (16% of combined sales)
but made no contribution to earnings due to purchase accounting write-offs of
acquisition premiums, interest income foregone and the 1997 writeoff of BSL
goodwill, following its consolidation with Everett Charles.
A discussion of results of operation by segments follows. As noted above,
please refer to the Company's 1997 Form 10-K for additional information on the
results of operations for 1997 and comparison to 1996, including additional
segment information.
DOVER TECHNOLOGIES: Dover Technologies had a record year in 1997, with an
earnings gain of 34% compared to 1996 on a sales gain of 31%. Most of the gains
in this segment came from the printed circuit board assembly equipment
businesses, with Universal Instruments, Everett Charles and DEK Printing
Machines achieving record profits. Strong sales gains and record earnings were
also achieved by Imaje.
DOVER INDUSTRIES: Dover Industries achieved record sales of $860 million
in 1997, up 2% from the prior year, and operating income of $129 million, up
11%, also a record level. These results reflect both acquisitions and strong
internal growth. Eight of Dover Industries' 11 businesses achieved an earnings
improvement in 1997 with particularly impressive increases at Texas Hydraulics
and Groen. The strength of the U.S. economy was a significant plus factor for
all of these companies.
DOVER DIVERSIFIED: Dover Diversified achieved record sales of $767 million
in 1997, up 5% from the prior year. The operational profits of Dover
Diversified's eight companies rose 7% compared to 1996 despite a drop in
earnings of more than $20 million at Belvac. This drop is attributable to a
decrease in demand for can-necking equipment. Dover Diversified's other
companies all showed gains with record profits at Hill Phoenix and Tranter.
DOVER RESOURCES: Profits at Dover Resources improved 8% in 1997 compared
to 1996 on a 15% sales gain. About half of the sales gains resulted from the
acquisition of Tulsa Winch and Hydro Systems. OPW Fueling Components remained
Dover Resources' largest profit contributor while setting a new profit record.
Dover Resources' three companies supplying oilfield production equipment
improved profits to their highest level in more than 10 years. De-Sta-Co
Industries and Duncan Systems also achieved profit records with strong gains
over the prior year.
DOVER ELEVATOR: Dover Elevator increased its operational profits to a
record $93 million on sales growth of 2% over 1996 and despite the sale of its
European operations in June 1997, which provided a further gain of $32 million.
Bookings and shipments of elevators again set records, although pricing showed
only a slight improvement. On May 7, 1998, the Company announced its intention
to pursue a plan to spin off Dover Elevator to the Company's stockholders. See
"The Company -- Recent Development -- Plan to Spin Off Dover Elevator".
S-16
17
LIQUIDITY AND CAPITAL RESOURCES:
Net debt (defined as long-term debt plus current maturities of long-term
debt plus notes payable less cash and cash equivalents and marketable
securities) increased by $427 million from January 1, 1993 to $552 million at
December 31, 1997, as some external financing was required to fund the Company's
$1.375 billion of acquisitions and $505 million of capital expenditures during
this five-year period.
Working capital (current assets less current liabilities) ranged from a low
of $202 million at January 1, 1993 to a high of $395 million at December 31,
1997.
At March 31, 1998, net debt was $640 million and working capital was $362
million. Net debt as a percent of capital (defined as net debt plus equity) was
26.5% at March 31, 1998, compared to 24.5% at December 31, 1997.
The Company's current ratio (current assets divided by current liabilities)
decreased to 1.29 at March 31, 1998, compared with 1.33 at December 31, 1997.
The quick ratio (current assets net of inventories, divided by current
liabilities) also decreased to .80 at March 31, 1998 compared with .86 at
December 31, 1997.
The decrease in the Company's liquidity during the first quarter of 1998 as
compared to the position at December 31, 1997 is primarily attributable to first
quarter acquisitions which aggregated $120 million. The Company has made
additional acquisitions since March 31, 1998 and intends to continue pursuing
selected businesses, although no assurances can be given that any additional
acquisitions will be completed. See "Capitalization", "Use of Proceeds" and "The
Company".
At March 31, 1998, the Company had bank lines of $552 million, all of which
were unused. Additional bank lines of credit are available at the Company's
request.
S-17
18
DESCRIPTION OF THE NOTES AND DEBENTURES
The 6.25% Notes due June 1, 2008 (the "Notes") and the 6.65% Debentures due
June 1, 2028 (the "Debentures") are each a series of Debt Securities as
described in the accompanying Prospectus to which this Prospectus Supplement
relates. The following description of the particular terms of the Notes and
Debentures offered hereby supplements and, to the extent inconsistent therewith,
replaces the description of the general terms and provisions of the Debt
Securities set forth in the accompanying Prospectus, to which description
reference is hereby made.
GENERAL
The Notes and Debentures will be issued under an indenture (the
"Indenture") to be entered into between the Company and The First National Bank
of Chicago, as trustee (the "Trustee"). The Notes will be limited to
$150,000,000 aggregate principal amount and will mature on June 1, 2008. The
Debentures will be limited to $200,000,000 aggregate principal amount and will
mature on June 1, 2028.
The Notes and Debentures will bear interest at the respective rates set
forth on the cover page of this Prospectus Supplement from June 1, 1998, or the
most recent interest payment date to which interest has been paid or provided
for, payable semi-annually on June 1 and December 1 of each year, commencing
December 1, 1998, to persons in whose names the Notes and Debentures are
registered at the close of business on the preceding May 15 or November 15, as
the case may be.
The Notes and Debentures will not be redeemable prior to maturity and will
not have the benefit of any sinking fund.
The Notes and Debentures are subject to the provisions of the Indenture
relating to defeasance and covenant defeasance as described in the Prospectus
under the heading "Description of Debt Securities -- Defeasance and Covenant
Defeasance".
BOOK-ENTRY SYSTEM
Upon issuance, the Notes and Debentures each will be represented by one or
more global securities (a "Global Security"). Each such Global Security will be
deposited with, or on behalf of, The Depository Trust Company, as depositary
(the "Depositary"), and registered in the name of Cede & Co., the nominee of the
Depositary.
The Depositary has advised the Company as follows: The Depositary is a
limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member
of the Federal Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code and a "clearing agency" registered pursuant
to the provisions of Section 17A of the Securities Exchange Act of 1934. The
Depositary holds securities that its participants ("Participants") deposit with
it. The Depositary also facilitates the settlement among Participants of
securities transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in Participants' accounts,
thereby eliminating the need for physical movement of securities certificates.
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations. The Depositary is owned
by a number of its Participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc., and the National Association of Securities
Dealers, Inc. Access to the Depositary's system is also available to others such
as securities brokers and dealers, banks, and trust companies that clear through
or maintain a custodial relationship with a Participant, either directly or
indirectly. The rules applicable to the Depositary and its Participants are on
file with the Securities and Exchange Commission.
Ownership of beneficial interests in the Notes and Debentures will be
limited to Participants or persons that may hold interests through Participants.
The Company expects that upon the issuance of the Global Securities representing
the Notes and Debentures, the Depositary will credit, on its
S-18
19
book-entry registration and transfer system, the Participants' accounts with the
respective principal amounts of the Notes and/or Debentures, as the case may be,
beneficially owned by such Participants. Ownership of beneficial interests in
such Global Securities will be shown on, and the transfer of such ownership
interests will be effected only through, records maintained by the Depositary
(with respect to interests of Participants) and on the records of Participants
(with respect to interests of persons holding through Participants). The laws of
some states may require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability of certain persons to own, transfer or pledge beneficial
interests in a Global Security.
So long as the Depositary, or its nominee, is the registered owner of a
Global Security, the Depositary or its nominee, as the case may be, will be
considered the sole owner or Holder of the Notes or Debentures, as the case may
be, represented by such Global Security for all purposes under the Indenture.
Except as provided herein, the owners of beneficial interests in a Global
Security will not be entitled to have the Notes or Debentures, as the case may
be, represented by such Global Security registered in their names, will not
receive or be entitled to receive physical delivery of Notes or Debentures in
definitive form and will not be considered the owners or Holders thereof under
the Indenture. Accordingly, each person owning a beneficial interest in a Global
Security must rely on the procedures of the Depositary and, if such person is
not a Participant, on the procedures of the Participant through which such
person owns its interest, to exercise any rights of a Holder under the
Indenture. The Company understands that under existing industry practices, in
the event that the Company requests any action of Holders or that an owner of a
beneficial interest in such a Global Security desires to give or take any action
which a Holder is entitled to give or take under the Indenture, the Depositary
would authorize the Participants holding the relevant beneficial interests to
give or take such action, and such Participants would authorize beneficial
owners owning through such Participants to give or take such action or would
otherwise act upon the instructions of beneficial owners holding through them.
Payment of principal of and interest on the Notes and Debentures registered
in the name of the Depositary or its nominee will be made to the Depositary or
its nominee, as the case may be, as the Holder of the Global Security
representing such Notes or Debentures, as the case may be. None of the Company,
the Trustee or any other agent of the Company or agent of the Trustee will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests or for supervising or
reviewing any records relating to such beneficial ownership interests. The
Company expects that the Depositary, upon receipt of any payment of principal or
interest in respect of a Global Security, will credit the accounts of the
Participants with payment in amounts proportionate to their respective
beneficial interests in such Global Security as shown on the records of the
Depositary. The Company also expects that payments by Participants to owners of
beneficial interests in a Global Security will be governed by standing customer
instructions and customary practices, as is the case with securities held for
the accounts of customers in bearer form or registered in "street name", and
will be the responsibility of such Participants.
Although the Depositary has agreed to the foregoing procedures in order to
facilitate transfers of interests in the Global Securities among Participants,
it is under no obligation to perform or continue to perform such procedures, and
such procedures may be discontinued at any time. Neither the Trustee nor the
Company will have any responsibility for the performance by the Depositary or
its Participants or indirect participants of their respective obligations under
the rules and procedures governing their operations.
S-19
20
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
and Pricing Agreement, the Company has agreed to sell to each of the
Underwriters named below, and each of the Underwriters has severally agreed to
purchase, the principal amount of the Notes and Debentures set forth opposite
its name below:
PRINCIPAL PRINCIPAL
AMOUNT AMOUNT
UNDERWRITER OF NOTES OF DEBENTURES
- ----------- --------- -------------
Goldman, Sachs & Co.......................... $ 90,000,000 $120,000,000
Chase Securities Inc. ....................... 22,500,000 30,000,000
J.P. Morgan Securities Inc. ................. 22,500,000 30,000,000
Deutsche Morgan Grenfell Inc. ............... 15,000,000 20,000,000
------------ ------------
Total.............................. $150,000,000 $200,000,000
============ ============
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the Notes and Debentures,
if any are taken.
The Underwriters propose to offer the Notes and Debentures in part directly
to the public at the initial public offering prices set forth on the cover page
of this Prospectus Supplement and in part to certain securities dealers at such
prices less a concession of 0.40% of the principal amount of the Notes and 0.50%
of the principal amount of the Debentures. The Underwriters may allow, and such
dealers may reallow, a concession not to exceed 0.25% of the principal amount of
the Notes and 0.25% of the principal amount of the Debentures to certain brokers
and dealers. After the Notes and Debentures are released for sale to the public,
the offering prices and other selling terms may from time to time be varied by
the Underwriters.
The Notes and Debentures are new issues of securities with no established
trading market. The Company has been advised by the Underwriters that they
intend to make markets in the Notes and Debentures but are not obligated to do
so and may discontinue market making at any time without notice. No assurance
can be given as to the liquidity of the trading market for the Notes or
Debentures.
In connection with the offering, the Underwriters may purchase and sell the
Notes and Debentures in the open market. These transactions may include
over-allotment and stabilizing transactions and purchases to cover short
positions created by the Underwriters in connection with the offering.
Stabilizing transactions consist of certain bids or purchases for the purpose of
preventing or retarding a decline in the market price of the Notes or
Debentures, as applicable, and short positions created by Underwriters involve
the sale by the Underwriters of a greater number of Notes or Debentures, as
applicable, than they are required to purchase from the Company in the offering.
The Underwriters also may impose a penalty bid, whereby selling concessions
allowed to broker-dealers in respect of the Notes and Debentures sold in the
offering may be reclaimed by the Underwriters if such Notes or Debentures are
repurchased by the Underwriters in stabilizing or covering transactions. These
activities may stabilize, maintain or otherwise affect the market prices of the
Notes and/or Debentures, which may be higher than the prices that might
otherwise prevail in the open market; and these activities, if commenced, may be
discontinued at any time. These transactions may be effected in the
over-the-counter market or otherwise.
Certain of the Underwriters or their affiliates perform investment banking
and other capital markets services for, and engage in general financing and
banking transactions with, the Company in the normal course of business.
The Company has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933.
S-20
21
VALIDITY OF THE NOTES AND DEBENTURES
The validity of the Notes and Debentures offered hereby will be passed upon
for the Company by Robert G. Kuhbach, Esq., Vice President, General Counsel and
Secretary of the Company, and for the Underwriters by Sullivan & Cromwell, New
York, New York. At the date of this Prospectus Supplement, Mr. Kuhbach was the
owner of 12,803 shares of the Company's common stock and held options to acquire
101,382 shares of such common stock.
S-21
22
PROSPECTUS
$350,000,000
DEBT SECURITIES
Dover Corporation (the "Company"), directly or through agents, dealers or
underwriters designated from time to time, may offer, issue and sell, in one or
more series or issuances, up to $350,000,000 aggregate initial public offering
price of secured or unsecured debt securities (the "Debt Securities") of the
Company, in one or more series, each on terms to be determined at the time of
sale. When a particular series of Debt Securities is offered, a supplement to
this Prospectus (each a "Prospectus Supplement") will be delivered with this
Prospectus. The Prospectus Supplement will set forth the specific terms of the
offering and sale of the offered Debt Securities.
The Company has not yet determined whether any of the Debt Securities
offered hereby will be listed on any exchange or over-the-counter market. If the
Company decides to seek listing of any such Debt Securities, the Prospectus
Supplement relating thereto will disclose such exchange or market.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The Debt Securities will be sold directly to purchasers, to or through
agents, underwriters or dealers, as designated from time to time, or through a
combination of such methods. The Company reserves the sole right to accept, and,
together with its agents, from time to time, to reject in whole or in part any
proposed purchase of Debt Securities to be made directly or through agents. If
agents of the Company or any underwriters are involved in the sale of the Debt
Securities in respect of which this Prospectus is being delivered, the names of
such agents or underwriters and any applicable commissions or discounts will be
set forth in or may be calculated from the Prospectus Supplement with respect to
such Debt Securities. See "Plan of Distribution."
This Prospectus may not be used to consummate sales of Debt Securities
unless accompanied by the applicable Prospectus Supplement.
The date of this Prospectus is March 24, 1998.
23
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (together with all amendments
and exhibits thereto, the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the Debt Securities
offered hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement, part of which has been omitted in
accordance with the rules and regulations of the Commission. For further
information about the Company and the Debt Securities offered hereby, reference
is made to the Registration Statement, including the exhibits filed as a part
thereof and otherwise incorporated therein. Statements made in this Prospectus
as to the contents of any agreement or other document referred to herein are
qualified by reference to the copy of such agreement or other document filed as
an exhibit to the Registration Statement or such other document, each such
statement being qualified in its entirety by such reference.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files periodic reports, proxy statements and other information with
the Commission. The Registration Statement, including the exhibits thereto, as
well as such reports and other information filed by the Company with the
Commission, can be inspected, without charge, and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington D.C., 20549; 7 World Trade Center, Suite 1300, New York, New York
10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. The
Commission also maintains a site on the World Wide Web at http://www.sec.gov,
which contains reports, proxy statements and other information regarding
registrants that file electronically with the Commission and certain of the
Company's filings are available at such web site. Copies of such materials can
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. Reports and other
information concerning the Company can also be inspected at the offices of the
New York Stock Exchange, 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant
to the Exchange Act are hereby incorporated by reference in this Prospectus: (1)
Annual Report on Form 10-K for the fiscal year ended December 31, 1996; (2)
Quarterly Reports on Form 10-Q for the quarters ended, March 31, June 30, and
September 30, 1997; (3) Annual Report to Stockholders for 1997 filed with the
Commission on March 11, 1998; and (4) all other documents subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Prospectus and before the termination of the offering of
all Debt Securities to which this Prospectus relates shall be deemed to be a
part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is incorporated or deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company herein undertakes to provide without charge to each person to
whom this Prospectus is delivered, upon written or oral request of such person,
a copy of any and all documents incorporated by reference in this Prospectus
(other than exhibits to such documents unless such exhibits are incorporated by
reference therein). Requests for such copies should be directed to Dover
Corporation, 280 Park Avenue, New York, New York 10017-1292, Attn: Corporate
Secretary, telephone number (212) 922-1640. The information relating to the
Company contained in this Prospectus does not purport to be comprehensive and
should be read together with the information contained in the documents
incorporated or deemed to be incorporated by reference herein.
2
24
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus and the documents that are incorporated by reference,
particularly sections of any Annual Report to Stockholders under the headings
"Outlook" or "Management's Discussion and Analysis", contain forward-looking
statements within the meaning of the Securities Act and the Exchange Act. Such
statements relate to, among other things, industries in which the Company
operates, the U.S. economy, earnings, cash flow and operating improvements and
are indicated by words or phrases such as "anticipates," "supports," "plans,"
"projects," "expects," "should," "hope," "forecast," "Dover believes,"
"management is of the opinion" and similar words or phrases. Such statements may
also be made by management orally. Forward-looking statements are subject to
inherent uncertainties and risks, including among others: increasing price and
product/service competition by foreign and domestic competitors, including new
entrants; technological developments and changes; the ability to continue to
introduce competitive new products and services on a timely, cost effective
basis; the mix of products/services; the achievement of lower costs and
expenses; domestic and foreign governmental and public policy changes including
environmental regulations; protection and validity of patent and other
intellectual property rights; the continued success of the Company's acquisition
program; the cyclical nature of the Company's businesses; and the outcome of
pending and future litigation and governmental proceedings. In addition, such
statements could be affected by general industry and market conditions and
growth rates, and general domestic and international economic conditions
including interest rate and currency exchange rate fluctuations. In light of
these risks and uncertainties, actual events and results may vary significantly
from those included in or contemplated or implied by such statements. The
Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
3
25
THE COMPANY
The Company is a diversified industrial manufacturing corporation
encompassing over 45 operating companies which manufacture a broad range of
specialized industrial products and sophisticated manufacturing equipment. As
used herein, the term the "Company" refers to Dover Corporation and its
consolidated subsidiaries, unless otherwise indicated or unless the context
otherwise requires.
The Company's businesses are divided into five business segments. Dover
Technologies builds sophisticated automated assembly equipment for the
electronics industry, industrial printers for coding and marking, and
specialized electronic components. Dover Industries makes products for use in
the waste handling, bulk transport, automotive service, commercial food service
and machine tool industries. Dover Diversified builds assembly and production
machines, heat transfer equipment, specialized compressors, and food
refrigeration and display cases, as well as products for use in the defense,
aerospace and other industries. Dover Resources manufactures products primarily
for the automotive, fluid handling, petroleum and chemical industries. Dover
Elevator manufactures, installs and services elevators primarily in North
America.
The Company emphasizes growth and strong internal cash flow. It has a
long-standing and successful acquisition program pursuant to which, from January
1, 1993 through December 31, 1997, the Company made 60 acquisitions at a total
acquisition cost of $1.375 billion. These acquisitions have had a substantial
impact on the increase in the Company's sales and earnings since 1993. The
Company's acquisition program traditionally focused on acquiring new or stand-
alone businesses. However, since 1993, increased emphasis has been placed on
acquiring businesses which can be added on to existing operations. The Company
aims to be in businesses marked by growth, innovation and higher than average
profit margins. It seeks to have each of its businesses be a leader in its
market as measured by market share, innovation, profitability and return on
assets.
The Company practices a highly decentralized management style. The
presidents of operating companies are very autonomous and have a high level of
independent responsibility for their businesses and their performance. This is
in keeping with the Company's operating philosophy that small independent
operations are better able to serve customers by focusing closely on their
products and reacting quickly to customer needs. The Company's executive
management becomes involved only to guide and manage capital, assist in major
acquisitions, evaluate, motivate and, if necessary, replace operating
management, and provide selected other services.
The address and telephone number of the Company's principal executive
offices are 280 Park New York, New York 10017-1292, (212) 922-1640. Dover
Corporation is a Delaware corporation which conducts substantially all its
business through subsidiaries.
4
26
USE OF PROCEEDS
Unless otherwise indicated in the applicable Prospectus Supplement, the
Company anticipates that any net proceeds from the sale of Debt Securities will
be used for general corporate purposes, which may include but are not limited to
acquisitions and the reduction of the level of the Company's commercial paper
outstanding. When a particular series of Debt Securities is offered, the
Prospectus Supplement relating thereto will set forth the Company's intended use
for the net proceeds received from the sale of such Debt Securities. The Company
has historically used commercial paper and debt securities, together with
internally generated cash, to finance acquisitions.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges of
the Company for the periods indicated.
YEAR ENDED DECEMBER 31,
------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
Ratio of earnings to fixed charges(a)................ 11.6x 12.1x 9.5x 7.8x 9.0x
- ---------------
(a) Computed by dividing fixed charges of the Company into earnings before
income taxes plus fixed charges. Fixed charges consist of interest expense
and the portion of rental expense which is deemed to be representative of
the interest factor.
5
27
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued under an indenture (the "Indenture"),
between the Company and a trustee, as Trustee (the "Trustee"), a copy of which
is filed as an exhibit to the Registration Statement of which this Prospectus is
a part. The Debt Securities may be issued from time to time in one or more
series. The particular terms of each series, or of Debt Securities forming a
part of a series, which are offered by a Prospectus Supplement will be described
in such Prospectus Supplement.
The following summaries of certain provisions of the Indenture do not
purport to be complete and are subject, and are qualified in their entirety by
reference, to all the provisions of the Indenture, including the definitions
therein of certain terms, and, with respect to any particular Debt Securities,
to the description of the terms thereof included in the Prospectus Supplement
relating thereto. Wherever particular Sections or defined terms of the Indenture
are referred to herein or in a Prospectus Supplement, such Sections or defined
terms are incorporated by reference herein or therein, as the case may be.
The Company conducts substantially all its business through subsidiaries.
Although the Notes are senior obligations of the Company, they are effectively
subordinated to all existing and future liabilities of the Company's
subsidiaries. The Indenture does not restrict the ability of the Company's
subsidiaries to incur indebtedness. Because the Company is a holding company,
the Company's ability to service its indebtedness is dependent on dividends and
other payments made to it on its investments in its subsidiaries.
GENERAL
The Indenture will provide that Debt Securities in separate series may be
issued thereunder from time to time without limitation as to aggregate principal
amount. The Company may specify a maximum aggregate principal amount for the
Debt Securities of any series. (Section 301) The Debt Securities are to have
such terms and provisions which are not inconsistent with the Indenture,
including as to maturity, principal and interest, as the Company may determine.
The Debt Securities will be unsecured obligations of the Company and will rank
on a parity with all other unsecured and unsubordinated indebtedness of the
Company.
The applicable Prospectus Supplement will set forth the price or prices at
which the Debt Securities to be offered will be issued and will describe the
following terms of such Debt Securities: (1) the title of such Debt Securities;
(2) any limit on the aggregate principal amount of such Debt Securities or the
series of which they are a part; (3) the date or dates on which the principal of
any of such Debt Securities will be payable; (4) the rate or rates at which any
of such Debt Securities will bear interest, if any, the date or dates from which
any such interest will accrue, the Interest Payment Dates on which any such
interest will be payable and the Regular Record Date for any such interest
payable on any Interest Payment Date; (5) the place or places where the
principal of and any premium and interest on any of such Debt Securities will be
payable; (6) the period or periods within which, the price or prices at which
and the terms and conditions on which any of such Debt Securities may be
redeemed, in whole or in part, at the option of the Company; (7) the obligation,
if any, of the Company to redeem or purchase any of such Debt Securities
pursuant to any sinking fund or analogous provision or at the option of the
Holder thereof, and the period or periods within which, the price or prices at
which and the terms and conditions on which any of such Debt Securities will be
redeemed or purchased, in whole or in part, pursuant to any such obligation; (8)
the denominations in which any of such Debt Securities will be issuable, if
other than denominations of $1,000 and any integral multiple thereof; (9) if
other than the currency of the United States of America, the currency,
currencies or currency units in which the principal of or any premium or
interest on any of such Debt Securities will be payable (and the manner in which
the equivalent of the principal amount thereof in the currency of the United
States of America is to be determined for any purpose, including for the purpose
of determining the principal amount deemed
6
28
to be Outstanding at any time); (10) if other than the entire principal amount
thereof, the portion of the principal amount of any of such Debt Securities
which will be payable upon declaration of acceleration of the Maturity thereof;
(11) if the principal amount payable at the Stated Maturity of any of such Debt
Securities will not be determinable as of any one or more dates prior to the
Stated Maturity, the amount which will be deemed to be such principal amount as
of any such date for any purpose, including the principal amount thereof which
will be due and payable upon any Maturity other than the Stated Maturity or
which will be deemed to be Outstanding as of any such date (or, in any such
case, the manner in which such deemed principal amount is to be determined);
(12) if applicable, that such Debt Securities, in whole or any specified part,
are defeasible pursuant to the provisions of the Indenture described under
"Defeasance and Covenant Defeasance -- Defeasance and Discharge" or "Defeasance
and Covenant Defeasance -- Covenant Defeasance", or under both such captions;
(13) whether any of such Debt Securities will be issuable in whole or in part in
the form of one or more Global Securities and, if so, the respective
Depositaries for such Global Securities, the form of any legend or legends to be
borne by any such Global Security in addition to or in lieu of the legend
referred to under "Form, Exchange and Transfer -- Global Securities" and, if
different from those described under such caption, any circumstances under which
any such Global Security may be exchanged in whole or in part for Debt
Securities registered, and any transfer of such Global Security in whole or in
part may be registered, in the names of Persons other than the Depositary for
such Global Security or its nominee; (14) any addition to or change in the
Events of Default applicable to any of such Debt Securities and any change in
the right of the Trustee or the Holders to declare the principal amount of any
of such Debt Securities due and payable; (5) any addition to or change in the
covenants in the Indenture described under "Certain Restrictive Covenants"
applicable to any of such Debt Securities; and (16) any other terms of such Debt
Securities not inconsistent with the provisions of the Indenture. (Section 301)
Debt Securities, including Original Issue Discount Securities, may be sold
at a substantial discount below their principal amount. Certain special United
States federal income tax considerations (if any) applicable to Debt Securities
sold at an original issue discount may be described in the applicable Prospectus
Supplement. In addition, certain special United States federal income tax or
other considerations (if any) applicable to any Debt Securities which are
denominated in a currency or currency unit other than United States dollars may
be described in the applicable Prospectus Supplement.
FORM, EXCHANGE AND TRANSFER
The Debt Securities of each series will be issuable only in fully
registered form, without coupons, and, unless otherwise specified in the
applicable Prospectus Supplement, only in denominations of $1,000 and integral
multiples thereof. (Section 302)
At the option of the Holder, subject to the terms of the Indenture and the
limitations applicable to Global Securities, Debt Securities of each series will
be exchangeable for other Debt Securities of the same series of any authorized
denomination and of a like tenor and aggregate principal amount. (Section 305)
Subject to the terms of the Indenture and the limitations applicable to
Global Securities, Debt Securities may be presented for exchange as provided
above or for registration of transfer (duly endorsed or with the form of
transfer endorsed thereon duly executed) at the office of the Security Registrar
or at the office of any transfer agent designated by the Company for such
purpose. No service charge will be made for any registration of transfer or
exchange of Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. Such transfer or exchange will be effected upon the Security
Registrar or such transfer agent, as the case may be, being satisfied with the
documents of title and identity of the person making the request. The Company
has appointed the Trustee as Security Registrar. Any transfer agent (in addition
to the Security Registrar) initially designated by the Company for any Debt
Securities will be named in the applicable Prospectus Supplement. (Sec-
7
29
tion 305) The Company may at any time designate additional transfer agents or
rescind the designation of any transfer agent or approve a change in the office
through which any transfer agent acts, except that the Company will be required
to maintain a transfer agent in each Place of Payment for the Debt Securities of
each series. (Section 1002)
If the Debt Securities of any series (or of any series and specified terms)
are to be redeemed in part, the Company will not be required to (i) issue,
register the transfer of or exchange any Security of that series (or of that
series and specified terms, as the case may be) during a period beginning at the
opening of business 15 days before the day of mailing of a notice of redemption
of any such Security that may be selected for redemption and ending at the close
of business on the day of such mailing or (ii) register the transfer of or
exchange any Security so selected for redemption, in whole or in part, except
the unredeemed portion of any such Security being redeemed in part. (Section
305)
GLOBAL SECURITIES
Some or all of the Debt Securities of any series may be represented, in
whole or in part, by one or more Global Securities which will have an aggregate
principal amount equal to that of the Debt Securities represented thereby. Each
Global Security will be registered in the name of a Depositary or a nominee
thereof identified in the applicable Prospectus Supplement, will be deposited
with such Depositary or nominee or a custodian therefor and will bear a legend
regarding the restrictions on exchanges and registration of transfer thereof
referred to below and any such other matters as may be provided for pursuant to
the Indenture.
Notwithstanding any provision of the Indenture or any Security described
herein, no Global Security may be exchanged in whole or in part for Debt
Securities registered, and no transfer of a Global Security in whole or in part
may be registered, in the name of any Person other than the Depositary for such
Global Security or any nominee of such Depositary unless (i) the Depositary has
notified the Company that it is unwilling or unable to continue as Depositary
for such Global Security or has ceased to be qualified to act as such as
required by the Indenture, (ii) there shall have occurred and be continuing an
Event of Default with respect to the Debt Securities represented by such Global
Security or (iii) there shall exist such circumstances, if any, in addition to
or in lieu of those described above as may be described in the applicable
Prospectus Supplement. All securities issued in exchange for a Global Security
or any portion thereof will be registered in such names as the Depositary may
direct. (Sections 204 and 305)
As long as the Depositary, or its nominee, is the registered Holder of a
Global Security, the Depositary or such nominee, as the case may be, will be
considered the sole owner and Holder of such Global Security and the Debt
Securities represented thereby for all purposes under the Debt Securities and
the Indenture. Except in the limited circumstances referred to above, owners of
beneficial interests in a Global Security will not be entitled to have such
Global Security or any Debt Securities represented thereby registered in their
names, will not receive or be entitled to receive physical delivery of
certificated Debt Securities in exchange therefor and will not be considered to
be the owners or Holders of such Global Security or any Debt Securities
represented thereby for any purpose under the Debt Securities or the Indenture.
All payments of principal of and any premium and interest on a Global Security
will be made to the Depositary or its nominee, as the case may be, as the Holder
thereof. The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in definitive form. These
laws may impair the ability to transfer beneficial interests in a Global
Security.
Ownership of beneficial interests in a Global Security will be limited to
institutions that have accounts with the Depositary or its nominee
("participants") and to persons that may hold beneficial interests through
participants. In connection with the issuance of any Global Security, the
Depositary will credit, on its book-entry registration and transfer system, the
respective principal amounts of Debt Securities represented by the Global
Security to the accounts of its participants.
8
30
Ownership of beneficial interests in a Global Security will be shown only on,
and the transfer of those ownership interests will be effected only through,
records maintained by the Depositary (with respect to participants' interests)
or any such participant (with respect to interests of persons held by such
participants on their behalf). Payments, transfers, exchanges and others matters
relating to beneficial interests in a Global Security may be subject to various
policies and procedures adopted by the Depositary from time to time. None of the
Company, the Trustee or any agent of the Company or the Trustee will have any
responsibility or liability for any aspect of the Depositary's or any
participant's records relating to, or for payments made on account of,
beneficial interests in a Global Security, or for maintaining, supervising or
reviewing any records relating to such beneficial interests.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in the applicable Prospectus Supplement, payment
of interest on a Security on any Interest Payment Date will be made to the
Person in whose name such Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest. (Section 307)
Unless otherwise indicated in the applicable Prospectus Supplement,
principal of and any premium and interest on the Debt Securities of a particular
series will be payable at the office of such Paying Agent or Paying Agents as
the Company may designate for such purpose from time to time, except that at the
option of the Company payment of any interest may be made by check mailed to the
address of the Person entitled thereto as such address appears in the Security
Register. Unless otherwise indicated in the applicable Prospectus Supplement,
the corporate trust office of the Trustee in The City of New York will be
designated as the Company's sole Paying Agent for payments with respect to Debt
Securities of each series. Any other Paying Agents initially designated by the
Company for the Debt Securities of a particular series will be named in the
applicable Prospectus Supplement. The Company may at any time designate
additional Paying Agents or rescind the designation of any Paying Agent or
approve a change in the office through which any Paying Agent acts, except that
the Company will be required to maintain a Paying Agent in each Place of Payment
for the Debt Securities of a particular series. (Section 1002)
All moneys paid by the Company to a Paying Agent for the payment of the
principal of or any premium or interest on any Security which remain unclaimed
at the end of two years after such principal, premium or interest has become due
and payable will be repaid to the Company, and the Holder of such Security
thereafter may look only to the Company for payment thereof. (Section 1003)
COVENANTS
The Indenture contains the following covenants:
LIMITATION ON SECURED DEBT
The Company may not, and may not permit any Restricted Subsidiary to, incur
or guarantee any evidence of indebtedness for money borrowed ("Debt") secured by
a Lien on any (i) Principal Property or any part thereof, (ii) Capital Stock of
a Restricted Subsidiary now owned or hereafter acquired by the Company or any
Restricted Subsidiary or (iii) Debt of a Restricted Subsidiary owed to the
Company or any Restricted Subsidiary of the Company, without in any such case
(i), (ii) or (iii) effectively providing that the Debt Securities are secured
equally and ratably with (or, at the Company's option, prior to) such secured
Debt and any other Debt required to be so secured, unless the aggregate amount
of all such secured Debt, plus all Attributable Debt of the Company and its
Restricted Subsidiaries with respect to Sale and Leaseback transactions
involving Principal Properties (with the exception of such transactions which
are excluded as described in "Limitation
9
31
on Sale and Leaseback Transactions" below), would not exceed 10% of Consolidated
Net Tangible Assets.
The foregoing restriction shall not apply to, and there will be excluded
from Debt in any computation under such restriction, (i) Debt secured by a Lien
in favor of the Company or a Restricted Subsidiary, (ii) Debt secured by a Lien
in favor of governmental bodies to secure progress or advance payments or
payments pursuant to contracts or statute, (iii) Debt secured by a Lien on
property, Capital Stock or Debt existing at the time of acquisition thereof
(including acquisition through merger, consolidation or otherwise), (iv) Debt
incurred or guaranteed to finance the acquisition of property, Capital Stock or
Debt, or to finance construction on, or improvement or expansion of, property,
which Debt is incurred within 180 days of such acquisition or completion of
construction, improvement or expansion, and is secured solely by a Lien on the
property, Capital Stock or Debt acquired, constructed, improved or expanded, (v)
Debt consisting of industrial revenue or pollution control bonds or similar
financing secured solely by a Lien on the property the subject thereof, or (vi)
any extension, renewal or replacement of any Debt referred to in the foregoing
clauses (iii) or (iv). (Section 1008)
LIMITATION ON SALE AND LEASEBACK TRANSACTIONS
Neither the Company nor any Restricted Subsidiary may enter into any Sale
and Leaseback Transaction involving any Principal Property or any part thereof
after the date of the Indenture unless the aggregate amount of all Attributable
Debt of the Company and its Restricted Subsidiaries with respect to such
transactions plus all secured Debt to which the restrictions described in
"Limitation on Secured Debt" above apply would not exceed 10% of Consolidated
Net Tangible Assets.
The foregoing restriction shall not apply to, and there shall be excluded
from Attributable Debt in any computation under such restriction, any Sale and
Leaseback Transaction if (i) the lease is for a period of not in excess of three
years, including renewal rights, (ii) the lease secures or relates to industrial
revenue or pollution control bonds or similar financing, (iii) the transaction
is between the Company and a Restricted Subsidiary or between Restricted
Subsidiaries, or (iv) the Company or such Restricted Subsidiary, within 180 days
after the sale is completed, applies an amount equal to the greater of (A) the
net proceeds of the sale of the Principal Property leased or (B) the fair market
value of the Principal Property leased either to (1) the retirement of Debt
Securities, other Funded Debt of the Company ranking on a parity with the Debt
Securities, or Funded Debt of a Restricted Subsidiary or (2) the purchase of
other property which will constitute a Principal Property having a value at
least equal to the value of the Principal Property leased. (Section 1009)
MERGERS, CONSOLIDATIONS AND CERTAIN SALES OF ASSETS
The Company shall not, in a single transaction or a series of related
transactions, consolidate with or merge with or into any other Person or sell,
assign, convey, transfer or lease or otherwise dispose of all or substantially
all of its properties and assets to any Person or group of affiliated Persons,
or permit any of its Restricted Subsidiaries to enter into any such transaction
or transactions if such transaction or transactions, in the aggregate, would
result in a sale, assignment, transfer, lease or disposal of all or
substantially all of the properties and assets of the Company and its Restricted
Subsidiaries on a consolidated basis to any other Person or group of affiliated
Persons, unless: (1) in a transaction in which the Company does not survive or
in which the Company sells, leases or otherwise disposes of all or substantially
all of its assets, the successor entity to the Company is organized under the
laws of the United States of America or any State thereof or the District of
Columbia and shall expressly assume, by a supplemental indenture executed and
delivered to the Trustee in form satisfactory to the Trustee, all of the
Company's obligations under the Indenture; (2) immediately before and after
giving effect to such transaction and treating any Debt which becomes an
obligation of the Company or a Restricted Subsidiary as a result of such
transaction as having been incurred by the Company or such Restricted Subsidiary
at
10
32
the time of the transaction, no Event of Default or event that with the passing
of time or the giving of notice, or both, would constitute an Event of Default
shall have occurred and be continuing; (3) if, as a result of any such
transaction, property or assets of the Company or any Restricted Subsidiary
would become subject to a Lien prohibited by the provisions of the Indenture
described under "Limitation on Secured Debt" above, the Company or the successor
entity to the Company shall have secured the Debt Securities as required by said
covenant; and (4) certain other conditions are met. (Section 801)
CERTAIN DEFINITIONS
Set forth below is a summary of certain of the defined terms used in the
Indenture. Reference is made to the Indenture for the full definition of all
such terms, as well as any other terms used herein for which no definition is
provided. (Section 101)
"Attributable Debt" means, with respect to a lease in a Sale and Leaseback
Transaction, the total net amount of rent required to be paid during the
remaining primary term of such lease, discounted at a rate per annum equal to
6.45% calculated in accordance with generally accepted accounting practices. The
net amount of rent required to be paid under any such lease for any such period
shall be the aggregate amount of rent payable by the lessee with respect to such
period after excluding amounts required to be paid on account of maintenance,
repairs, insurance, taxes, assessments, utility, operating and labor costs and
similar charges.
"Capital Stock" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of corporate stock or
other equity participation, including partnership interests, whether general or
limited, of such Person.
"Consolidated Net Tangible Assets" means the aggregate amount of assets of
the Company and its Subsidiaries after deducting (i) all liabilities other than
deferred income taxes, commercial paper, short-term bank Debt, Funded Debt and
shareholders' equity, and (ii) all goodwill and other intangibles.
"Funded Debt" means (i) all Debt having a maturity of more than 12 months
from the date as of which the determination is made or having a maturity of 12
months or less but by its terms being renewable or extendible beyond 12 months
from such date at the option of the borrower and (ii) rental obligations payable
more than 12 months from such date under leases which are capitalized in
accordance with generally accepted accounting principles (such rental
obligations to be included as Funded Debt at the amount so capitalized at the
date of such computation and to be included for the purposes of the definition
of Consolidated Net Tangible Assets both as an asset and as Funded Debt at the
amount so capitalized).
"Lien" means, with respect to any property or assets, any mortgage or deed
of trust, pledge, hypothecation, assignment, deposit arrangement, security
interest, lien, charge, easement (other than any easement not materially
impairing usefulness or marketability), encumbrance, preference, priority or
other security agreement, or any equivalent of any of the foregoing under the
laws of any applicable jurisdiction, on or with respect to such property or
assets (including, without limitation, any conditional sale or other title
retention agreement having substantially the same economic effect as any of the
foregoing).
"Principal Property" means any facility owned by the Company or any
Restricted Subsidiary the gross book value of which (including related land,
improvements, machinery and equipment so owned, without deduction of any
depreciation reserves) on the date as of which the determination is being made
exceeds 1% of Consolidated Net Tangible Assets.
"Restricted Subsidiary" means any Subsidiary which owns a Principal
Property.
"Sale and Leaseback Transaction" means an arrangement with any lender or
investor or to which such lender or investor is a party providing for the
leasing by such Person of any property or
11
33
asset of such Person which has been or is being sold or transferred by such
Person more than 180 days after the acquisition thereof or the completion of
construction or commencement of operation thereof to such lender or investor or
to any person to whom funds have been or are to be advanced by such lender or
investor on the security of such property or asset. The stated maturity of such
arrangement shall be the date of the last payment of rent or any other amount
due under such arrangement prior to the first date on which such arrangement may
be terminated by the lessee without payment of a penalty.
"Subsidiary" means (i) a corporation more than 50% of the voting stock of
which is owned by the Company and/or one or more Subsidiaries or (ii) any other
Person (other than a corporation) of which the Company and/or one or more
Subsidiaries has at least a majority ownership and power to direct the policies,
management and affairs.
EVENTS OF DEFAULT
Each of the following will constitute an Event of Default under the
Indenture with respect to Debt Securities of any series: (a) failure to pay
principal of or any premium on any Security of that series when due; (b) failure
to pay any interest on any Debt Securities of that series when due, continued
for 30 days; (c) failure to deposit any sinking fund payment, when due, in
respect of any Security of that series; (d) failure to perform any other
covenant of the Company in the Indenture (other than a covenant included in the
Indenture solely for the benefit of a series other than that series), continued
for 60 days after written notice has been given by the Trustee, or the Holders
of at least 10% in principal amount of the Outstanding Debt Securities of that
series, as provided in the Indenture; and (e) certain events in bankruptcy,
insolvency or reorganization involving the Company or any Restricted Subsidiary.
(Section 501)
If an Event of Default (other than an Event of Default described in clause
(e) above) with respect to the Debt Securities of any series at the time
Outstanding shall occur and be continuing, either the Trustee or the Holders of
at least 25% in aggregate principal amount of the Outstanding Debt Securities of
that series by notice as provided in the Indenture may declare the principal
amount of the Debt Securities of that series (or, in the case of any Security
that is an Original Issue Discount Security or the principal amount of which is
not then determinable, such portion of the principal amount of such Security, or
such other amount in lieu of such principal amount, as may be specified in the
terms of such Security) to be due and payable immediately. If an Event of
Default described in clause (e) above with respect to the Debt Securities of any
series at the time Outstanding shall occur, the principal amount of all the Debt
Securities of that series (or, in the case of any such Original Issue Discount
Security or other Security, such specified amount) will automatically, and
without any action by the Trustee or any Holder, become immediately due and
payable. After any such acceleration, but before a judgment or decree based on
acceleration, the Holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of that series may, under certain circumstances,
rescind and annul such acceleration if all Events of Default, other than the
non-payment of accelerated principal (or other specified amount), have been
cured or waived as provided in the Indenture. (Section 502) For information as
to waiver of defaults, see "Modification and Waiver".
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing, the Trustee
will be under no obligation to exercise any of its rights or powers under the
Indenture at the request or direction of any of the Holders, unless such Holders
shall have offered to the Trustee reasonable indemnity. (Section 603) Subject to
such provisions for the indemnification of the Trustee, the Holders of a
majority in aggregate principal amount of the Outstanding Debt Securities of any
series will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust
or power conferred on the Trustee with respect to the Debt Securities of that
series. (Section 512)
12
34
No Holder of a Security of any series will have any right to institute any
proceeding with respect to the Indenture, or for the appointment of a receiver
or a trustee, or for any other remedy thereunder, unless (i) such Holder has
previously given to the Trustee written notice of a continuing Event of Default
with respect to the Debt Securities of that series, (ii) the Holders of at least
25% in aggregate principal amount of the Outstanding Debt Securities of that
series have made written request, and such Holder or Holders have offered
reasonable indemnity, to the Trustee to institute such proceeding as trustee and
(iii) the Trustee has failed to institute such proceeding, and has not received
from the Holders of a majority in aggregate principal amount of the Outstanding
Debt Securities of that series a direction inconsistent with such request,
within 60 days after such notice, request and offer. (Section 507) However, such
limitations do not apply to a suit instituted by a Holder of a Security for the
enforcement of payment of the principal of or any premium or interest on such
Security on or after the applicable due date specified in such Security.
(Section 508)
The Company will be required to furnish to the Trustee annually a statement
by certain of its officers as to whether or not the Company, to their knowledge,
is in default in the performance or observance of any of the terms, provisions
and conditions of the Indenture and, if so, specifying all such known defaults.
(Section 1004)
MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by the Company
and the Trustee with the consent of the Holders of a majority in aggregate
principal amount of the Outstanding Debt Securities of each series affected by
such modification or amendment; provided, however, that no such modification or
amendment may, without the consent of the Holder of each Outstanding Security
affected thereby, (a) change the Stated Maturity of the principal of, or any
instalment of principal of or interest on, any Security, (b) reduce the
principal amount of, or any premium or interest on, any Security, (c) reduce the
amount of principal of an Original Issue Discount Security or any other Security
payable upon acceleration of the Maturity thereof, (d) change the place or
currency of payment of principal of, or any premium or interest on, any
Security, (e) impair the right to institute suit for the enforcement of any
payment on or with respect to any Security, (f) reduce the percentage in
principal amount of Outstanding Debt Securities of any series, the consent of
whose Holders is required for modification or amendment of the Indenture, (g)
reduce the percentage in principal amount of Outstanding Debt Securities of any
series necessary for waiver of compliance with certain provisions of the
Indenture or for waiver of certain defaults or (h) modify such provisions with
respect to modification and waiver. (Section 902)
The Holders of a majority in principal amount of the Outstanding Debt
Securities of any series may waive compliance by the Company with certain
restrictive provisions of the Indenture. (Section 1010) The Holders of a
majority in principal amount of the Outstanding Debt Securities of any series
may waive any past default under the Indenture, except a default in the payment
of principal, premium or interest and certain covenants and provisions of the
Indenture which cannot be amended without the consent of the Holder of each
Outstanding Security of such series affected. (Section 513)
The Indenture will provide that in determining whether the Holders of the
requisite principal amount of the Outstanding Debt Securities have given or
taken any direction, notice, consent, waiver or other action under the Indenture
as of any date, (i) the principal amount of an Original Issue Discount Security
that will be deemed to be Outstanding will be the amount of the principal
thereof that would be due and payable as of such date upon acceleration of the
Maturity thereof to such date, (ii) if, as of such date, the principal amount
payable at the Stated Maturity of a Security is not determinable (for example,
because it is based on an index), the principal amount of such Security deemed
to be Outstanding as of such date will be an amount determined in the manner
prescribed for such Security and (iii) the principal amount of a Security
denominated in one or more foreign currencies or currency units that will be
deemed to be Outstanding will be the U.S. dollar equivalent, determined as of
such date in the manner prescribed for such Security, of the principal
13
35
amount of such Security (or, in the case of a Security described in clause (i)
or (ii) above, of the amount described in such clause). Certain Debt Securities,
including those for whose payment or redemption money has been deposited or set
aside in trust for the Holders and those that have been fully defeased pursuant
to Section 1302 of the Indenture, will not be deemed to be Outstanding. (Section
101)
Except in certain limited circumstances, the Company will be entitled to
set any day as a record date for the purpose of determining the Holders of
Outstanding Debt Securities of any series entitled to give or take any
direction, notice, consent, waiver or other action under the Indenture, in the
manner and subject to the limitations provided in the Indenture. In certain
limited circumstances, the Trustee will be entitled to set a record date for
action by Holders. If a record date is set for any action to be taken by Holders
of a particular series, such action may be taken only by persons who are Holders
of Outstanding Debt Securities of that series on the record date. To be
effective, such action must be taken by Holders of the requisite principal
amount of such Debt Securities within a specified period following the record
date. For any particular record date, this period will be 180 days or such
period as may be specified by the Company (or the Trustee, if it set the record
date), and may be shortened or lengthened (but not beyond 180 days) from time to
time. (Section 104)
DEFEASANCE AND COVENANT DEFEASANCE
If and to the extent indicated in the applicable Prospectus Supplement, the
Company may elect, at its option at any time, to have certain provisions of the
Indenture relating to defeasance and discharge of indebtedness or defeasance of
certain restrictive covenants in the Indenture, applied to the Debt Securities
of any series, or to any specified part of a series. (Section 1301)
DEFEASANCE AND DISCHARGE
The Indenture will provide that, upon the Company's exercise of its option
(if any) to have Section 1302 of the Indenture applied to any Debt Securities,
the Company will be discharged from all its obligations with respect to such
Debt Securities (except for certain obligations to exchange or register the
transfer of Debt Securities, to replace stolen, lost or mutilated Debt
Securities, to maintain paying agencies and to hold moneys for payment in trust)
upon the deposit in trust for the benefit of the Holders of such Debt Securities
of money or U.S. Government Obligations, or both, which, through the payment of
principal and interest in respect thereof in accordance with their terms, will
provide money in an amount sufficient to pay the principal of and any premium
and interest on such Debt Securities on the respective Stated Maturities in
accordance with the terms of the Indenture and such Debt Securities. Such
defeasance or discharge may occur only if, among other things, the Company has
delivered to the Trustee an Opinion of Counsel to the effect that the Company
has received from, or there has been published by, the United States Internal
Revenue Service a ruling, or there has been a change in tax law, in either case
to the effect that Holders of such Debt Securities will not recognize gain or
loss for federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to federal income tax on the same amount, in the
same manner and at the same times as would have been the case if such deposit,
defeasance and discharge were not to occur. (Sections 1302 and 1304)
DEFEASANCE OF CERTAIN COVENANTS
The Indenture will provide that, upon the Company's exercise of its option
(if any) to have Section 1303 of the Indenture applied to any Debt Securities,
the Company may omit to comply with certain restrictive covenants, including
those described under "Covenants" above and any that may be described in the
applicable Prospectus Supplement, and the occurrence of certain Events of
Default, which are described above in clause (d) (with respect to such
covenants) under "Events of Default" and any that may be described in the
applicable Prospectus Supplement, will be deemed not to be or result in an Event
of Default, in each case with respect to such Debt Securities. The Company, in
order to exercise such option, will be required to deposit, in trust for the
benefit of the
14
36
Holders of such Debt Securities, money or U.S. Government Obligations, or both,
which, through the payment of principal and interest in respect thereof in
accordance with their terms, will provide money in an amount sufficient to pay
the principal of and any premium and interest on such Debt Securities on the
respective Stated Maturities in accordance with the terms of the Indenture and
such Debt Securities. The Company will also be required, among other things, to
deliver to the Trustee an Opinion of Counsel to the effect that Holders of such
Debt Securities will not recognize gain or loss for federal income tax purposes
as a result of such deposit and defeasance of certain obligations and will be
subject to federal income tax on the same amount, in the same manner and at the
same times as would have been the case if such deposit and defeasance were not
to occur. In the event the Company exercised this option with respect to any
Debt Securities and such Debt Securities were declared due and payable because
of the occurrence of any Event of Default, the amount of money and U.S.
Government Obligations so deposited in trust would be sufficient to pay amounts
due on such Debt Securities at the time of their respective Stated Maturities
but may not be sufficient to pay amounts due on such Debt Securities upon any
acceleration resulting from such Event of Default. In such case, the Company
would remain liable for such payments. (Sections 1303 and 1304)
NOTICES
Notices to Holders of Debt Securities will be given by mail to the
addresses of such Holders as they may appear in the Security Register. (Sections
101 and 106)
TITLE
The Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name a Security is registered as the absolute owner
thereof (whether or not such Security may be overdue) for the purpose of making
payment and for all other purposes. (Section 308)
GOVERNING LAW
The Indenture and the Debt Securities will be governed by, and construed
and enforced in accordance with, the law of the State of New York. (Section 112)
15
37
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities to one or more underwriters for
public offering and sale by them and may also sell the Debt Securities to
investors directly or through agents. Any such underwriter or agent involved in
the offer and sale of Debt Securities will be named in the applicable Prospectus
Supplement. The Company has reserved the right to sell or exchange Debt
Securities directly to investors on its own behalf in those jurisdictions where
and in such manner as it is authorized to do so.
The distribution of the Debt Securities may be effected from time to time
in one or more transactions at a fixed price or prices, which may be changed, or
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices. The Company may also, from
time to time, authorize dealers, acting as the Company's agents, to offer and
sell Debt Securities upon the terms and conditions as are set forth in the
applicable Prospectus Supplement. In connection with the sale of Debt
Securities, underwriters may receive compensation from the Company in the form
of underwriting discounts or commissions and may also receive commissions from
purchasers of the Debt Securities for whom they may act as agent. Underwriters
may sell Debt Securities to or through dealers, and such dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for whom they may act as
agent. Unless otherwise indicated in a Prospectus Supplement, an agent will be
acting on a best efforts basis and a dealer will purchase Debt Securities as a
principal, and may then resell such Debt Securities at varying prices to be
determined by the dealer.
Any underwriting compensation paid by the Company to underwriters or agents
in connection with the offering of Debt Securities, and any discounts,
concessions or commissions allowed by underwriters to participating dealers,
will be set forth in the applicable Prospectus Supplement. Dealers and agents
participating in the distribution of Debt Securities may be deemed to be
underwriters, and any discounts and commissions received by them and any profit
realized by them on resale of the Debt Securities may be deemed to be
underwriting discounts and commissions. Underwriters, dealers and agents may be
entitled, under agreements entered into with the Company, to indemnification
against and contribution toward certain civil liabilities, including liabilities
under the Securities Act, and to reimbursement by the Company for certain
expenses.
Certain of the underwriters, dealers or agents and their associates may
engage in transactions with and perform services for the Company in the ordinary
course of business.
LEGAL MATTERS
Certain legal matters with respect to the Debt Securities offered hereby
will be passed upon for the Company by Robert G. Kuhbach, Esq., Vice President,
General Counsel and Secretary of the Company. Certain legal matters will be
passed upon for any agents or underwriters by counsel for such agents or
underwriters identified in the applicable Prospectus Supplement.
EXPERTS
The consolidated financial statements of the Company as of December 31,
1997 and 1996 and for each of the three years in the period ended December 31,
1997, and the consolidated financial statements and related financial statement
schedule of the Company as of December 31, 1996 and 1995 and for each of the two
years in the period ended December 31, 1996 incorporated by reference in this
Registration Statement have been incorporated herein in reliance on the reports
of Coopers & Lybrand L.L.P., independent accountants, given on the authority of
that firm as experts in accounting and auditing.
16
38
======================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE
SECURITIES DESCRIBED IN THIS PROSPECTUS SUPPLEMENT OR AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH
SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION
CONTAINED HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
----
The Company.......................... S-2
Use of Proceeds...................... S-5
Capitalization....................... S-6
Selected Consolidated Financial
Data............................... S-7
Pro Forma Financial Information...... S-9
Management's Discussion and Analysis
of Financial Condition and Results
of Operations...................... S-14
Description of the Notes and
Debentures......................... S-18
Underwriting......................... S-20
Validity of the Notes and
Debentures......................... S-21
PROSPECTUS
Available Information................ 2
Incorporation of Certain Documents by
Reference.......................... 2
Disclosure Regarding Forward-Looking
Statements......................... 3
The Company.......................... 4
Use of Proceeds...................... 5
Ratio of Earnings to Fixed Charges... 5
Description of Debt Securities....... 6
Plan of Distribution................. 16
Legal Matters........................ 16
Experts.............................. 16
======================================================
======================================================
$350,000,000
DOVER CORPORATION
$150,000,000 6.25% NOTES
DUE JUNE 1, 2008
$200,000,000 6.65% DEBENTURES
DUE JUNE 1, 2028
------------------
[DOVER CORPORATION LOGO]
------------------
GOLDMAN, SACHS & CO.
CHASE SECURITIES INC.
J.P. MORGAN & CO.
DEUTSCHE MORGAN GRENFELL INC.
======================================================
