SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 12, 2002 DOVER CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-4018 53-0257888 (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 280 Park Avenue New York, NY 10017 (Address of principal executive offices) (Zip Code) (212) 922-1640 (Registrant's telephone number, including area code)
Item 9. Regulation FD Disclosure. On August 12, 2002, Thomas L. Reece, Chairman, President and Chief Executive Officer, and David S. Smith, Vice President, Finance and Chief Financial Officer, of Dover Corporation (the "Company") submitted sworn statements to the Securities and Exchange Commission pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934, as amended, and Order No. 4-460 issued on June 27, 2002. Copies of the statements by Mr. Reece and Mr. Smith are attached as Exhibit 99.1 and 99.2, respectively. On August 13, 2002, Thomas L. Reece, Chairman, President and Chief Executive Officer, and David S. Smith, Vice President, Finance and Chief Financial Officer, of the Company submitted a written statement to the Securities and Exchange Commission pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) with respect to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002. A copy of the statement by Mr. Reece and Mr. Smith is attached as Exhibit 99.3.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DOVER CORPORATION Date: August 13, 2002 By: /s/ Robert G. Kuhbach ------------------------ Name: Robert G. Kuhbach Title: Vice President, General Counsel and Secretary
EXHIBIT INDEX Exhibits 99.1 Statement under oath of Principal Executive Officer in response to the Securities and Exchange Commission's Order Requiring the Filing of Sworn Statements Pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (SEC File No. 4-460). 99.2 Statement under oath of Principal Financial Officer in response to the Securities and Exchange Commission's Order Requiring the Filing of Sworn Statements Pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (SEC File No. 4-460). 99.3 Written statement of Principal Executive Officer and Principal Financial Officer in response to Section 906 of the Sarbanes-Oxley Act of 2002 with respect to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2002.
Exhibit 99.1 STATEMENT UNDER OATH OF CHIEF EXECUTIVE OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Thomas L. Reece, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Dover Corporation (the "Company"), and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report of Dover Corporation on Form 10-K for the year ended December 31, 2001, filed with the Securities and Exchange Commission (the "Commission") on March 1, 2002; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Dover Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Thomas L. Reece Subscribed and sworn to - ------------------- before me this 12th day of Thomas L. Reece ---- August, 2002. ------ Date: August 12, 2002 --------------- /s/ Caryl Keyloun ----------------- Notary Public My commission expires: September 29, 2005 ------------------
Exhibit 99.2 STATEMENT UNDER OATH OF CHIEF FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, David S. Smith, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Dover Corporation (the "Company"), and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report of Dover Corporation on Form 10-K for the year ended December 31, 2001, filed with the Securities and Exchange Commission (the "Commission") on March 1, 2002; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Dover Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ David S. Smith Subscribed and sworn to - ------------------ before me this 12th day of David S. Smith ---- August, 2002. ------- Date: August 12, 2002 --------------- /s/ Caryl Keyloun ----------------- Notary Public My commission expires: September 29, 2005 ------------------
Exhibit 99.3 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 with Respect to the Quarterly Report on Form 10-Q for the Quarter ended June 30, 2002 of Dover Corporation Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Dover Corporation, a Delaware corporation (the "Company"), does hereby certify, to such officer's knowledge, that: 1. The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (the "Form 10-Q") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and 2. Information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: August 13, 2002 /s/ Thomas L. Reece ------------------- Thomas L. Reece Chairman, President and Chief Executive Officer Dated: August 13, 2002 /s/ David S. Smith ------------------ David S. Smith Vice President, Finance and Chief Financial Officer The certification set forth above is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of the Form 10-Q or as a separate disclosure document of the Company or the certifying officers.