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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 6, 2009
DOVER CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware (State or other Jurisdiction of Incorporation) |
1-4018 (Commission File Number) |
53-0257888 (I.R.S. Employer Identification No.) |
280 Park Avenue
New York, NY 10017
(Address of Principal Executive Offices)
New York, NY 10017
(Address of Principal Executive Offices)
(212) 922-1640
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 7.01 Regulation FD Disclosure | ||||||||
| Item 9.01 Financial Statements and Exhibits | ||||||||
| SIGNATURES | ||||||||
| EX-99.1 | ||||||||
| EX-99.2 | ||||||||
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Item 7.01 Regulation FD Disclosure.
On October 6, 2009, Dover Corporation (the “Company”) hosted an investor meeting at the Colonial
Heights, Virginia, facility of its Hill PHOENIX subsidiary. The meeting included a tour of the
Hill PHOENIX case manufacturing plant and a presentation concerning recent trends in the Company’s
end markets and developments across the Company. The presentation materials given to investors
were posted on the Company’s website at the beginning of the meeting and can be found in the
Investor Information section of the website. We have attached as exhibits 99.1 and 99.2 copies of
the presentations.
Item 9.01 Financial Statements and Exhibits.
| (a) | Financial statements of businesses acquired. Not applicable. |
|
| (b) | Pro forma financial information. Not applicable. |
|
| (c) | Shell company transactions. Not applicable. |
|
| (d) | Exhibits. The following exhibits are furnished as part of this report: |
| 99.1 | Dover Engineered Systems 2009 Overview Presentation Posted on Dover Corporation’s Website at http://dovercorporation.com. | ||
| 99.2 | Hill PHOENIX Investor Trip Presentation Posted on Dover Corporation’s Website at http://dovercorporation.com. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly
authorized.
| Date: October 7, 2009 | DOVER CORPORATION (Registrant) |
|||
| By: | /s/ Brad M. Cerepak | |||
| Brad M. Cerepak | ||||
| Vice President, Finance & Chief Financial Officer | ||||
Exhibit 99.1
| Marking, Coding, Food Production Machinery, Packaging, Refrigerated Display, Preparation/Service 1 |
| Engineered Systems Segment Industrial Products 32% 23% 18% 27% Fluid Management Electronic Technologies Engineered Systems 2008 $2 Billion 17% EBITDA DES is a portfolio of companies that: - -Are driven by trends in food and consumer staples (70% of Sales) - -Supply highly engineered capital equipment solutions Electronic Technologie s Fluid Management Industrial Products 2 |
| DES Customers Include Sophisticated Multi- Nationals in Food and Consumer Staples 3 |
| 4 Hill PHOENIX Datamax- O'Neil Engineered ProductsProduct Identification Markem- Imaje SWEP Belvac Tipper Tie ENGINEERED SYSTEMS ENGINEERED SYSTEMS Unified Brands |
| DES Growth Drivers - Past 3 Years % of 2007 YTD Dover revenue Market Growth Consumer staples spending, food and product traceability Geographic expansion Operational Excellence Lean, capacity mgt., modularity Strategic Pricing, W/C mgt Aggressive Product Development Programs Eco-friendly technologies Customer solutions Acquisitions PID Platform: Datamax, O'Neil, MARKEM; EP Platform: Tyler 37% Recurring Revenue Growth Drivers 5 Global Sales Footprint |
| DES Market Driver: Global Food And Consumer Staples Growth 2003-08 Population Growth +22M +36M +87M people U.S + Europe China India 0.9% per year 0.6% per year 1.5% per year 2003-08 GDP Per Capita Growth Global population CAGR: ~1.2% (70 million people/yr.) U.S Europe China India 4.4% per year 3.6% per year 14% 21% More People Rising Living Standards Rural development Energy Sustainability Safety, traceability Income redistribution Government Lift Global GDP per capita CAGR: ~7.5% Growth Multiple: + Consumer Staples Food Beverages Household products 6 |
| DES Market Driver: Growth in Food And Consumer Staples World Population Increasing Consumption (Constant $s) U.S. Europe China India GDP Per Food Expenditures Capita ($000) Per Capita 2003 37.7 24.4 1.3 0.5 ~ 1.2 % per year .... but huge base 2009: ~6.7 billion Growing at 70 million people per year Steadily growing base Drivers: Desire for higher living standard Gov't. income redistribution 2008 46.9 28.9 3.3 1.0 2003 3,700 3,400 600 300 2008 4.600 4,000 1,000 400 7 |
| DES Market Driver: Global Warming/Climate Change Regulation and consumer awareness are creating opportunities for engineered equipment solution providers 8 |
| DES Market Driver: User Trends and Government Influence + Regulation Energy Regs (e.g., EPACT) Sustainability (Greenhouse Cap & Trade?) Traceability Rural region dev. Income re-distribution Tax credits/fines Inv./Logistics Rising Energy Cost More Sustainable User Needs "Help Me Compete" Look Taste Speed Operating cost Initial cost Government drivers for growth and technology change Opportunity for Equipment Growth > Consumption Growth Needed Customer Solutions Government Influence Trends 9 |
| Market Drivers Projection: Increased Consumption $s, Everywhere Developed Countries Trends Healthy, fresh Eat out or pre-prepared Convenience Socializing Gov't spend (institutions) All at reduced energy All more sustainable Traceability Emerging Countries Trends Population growth More calories per capita Better food quality Toward the consumption life style of developed countries All at reduced energy All more sustainable Traceability Emerging Countries Trends Population growth More calories per capita Better food quality Toward the consumption life style of developed countries All at reduced energy All more sustainable Traceability 10 |
| Engineered Products Platform Platform Strategy To be solution and value leaders in our market niches focused on: Technology/innovation Superior customer service Flexible Value Delivery 54% of '08 Segment Sales 11 |
| 12 PROFILE Designs and manufactures equipment primarily for supermarket industry Market leader in refrigeration systems #2 provider of supermarket food display cases Positioned as industry innovator and green technology leader in both refrigeration system and display case design FACTS Headquarters in Conyers, GA. Six U.S. manufacturing facilities comprising approx. 1,000,000 sq. ft. Approx. 2,500 employees FACILITIES |
| 13 Leader in foodservice equipment serving the restaurant industry as well as institutional applications (hospitals, universities, prisons, schools) Comprised of three highly-recognized brands Groen - the "gold standard" for Steam Jacketed Kettles and steam cooking in the kitchen Randell - leader in modular, custom refrigeration solutions and innovation Avtec - primarily serving institutional and foodservice system ventilation needs FACTS Headquarters in Jackson, MS Manufacturing sites in Jackson, MS and Weidman, MI Approx. 525 employees FACILITIES PROFILE |
| 14 Researches, develops, designs and manufactures compact brazed heat exchangers (CBEs) Serves wide-ranging scale of refrigeration, heating and industrial applications from supermarket chillers to space heating Highly innovative products with strong focus on environment and sustainability Online eBusiness facility and World Class Services program serve as examples of customer focus and ease of doing business FACTS Headquarters in Landskrona, Sweden Factories in Sweden, Switzerland, United States, Slovakia, Malaysia, and China; approx. 700 employees Represented in more than 50 countries; sales force in more than 20 countries FACILITIES PROFILE |
| 15 PROFILE Designs/produces highly innovative equipment technology to meet the demanding needs of beverage can makers Preferred choice for world's two-piece can makers Designs/produces high-speed trimming/burnishing equipment for the plastic container industry World leaders in providing customers with equipment solutions that increase line speeds, quality and productivity, while reducing material cost FACTS Headquarters in Lynchburg, VA Subsidiary locations in Crawley, England and Plzen, Czech Republic Agent locations in Brazil (Sao Paulo), Japan (Tokyo), and Singapore Approx. 150 employees worldwide FACILITIES |
| 16 PROFILE Premier company in the worldwide clipper and clip business Consists of three different enterprises; Tipper Tie, Inc., Tipper Tie Technopack, and Tipper Tie Alpina Products provide wide array of closure solutions Processing & packaging foods Pet food manufacturers Fish wholesalers Christmas tree farmers Explosive makers Sandbag producers FACTS Headquarters in Apex, NC Operate global business from three locations; Apex, NC (USA), Glinde, Germany, and Gossau, Switzerland Agents/distributors in Brazil, Canada, Mexico, Holland, Japan, and other major global markets Approx. 450 employees worldwide FACILITIES |
| Product Identification Platform Platform Strategy #1 in Direct Marking and Coding Worldwide Leader in highly reliableTable Top/Mobile Printers Acquire/Develop Other Unique Technologies Aggressively Pursue New Markets 46% of '08 Segment Sales 17 |
| 18 Trusted world manufacturer of product identification and traceability solutions Fully-integrated solutions enable product quality and safety regulatory and retail compliance better product recalls improved manufacturing processes Distinct advantages in product breadth, technology leadership, and global reach FACTS Headquarters in Bourg-les- Valence, France 6 R&D centers; manufacturing plants located around the globe Worldwide coverage with 33 subsidiaries (sales, service and support) and distributor and OEM networks FACILITIES PROFILE |
| 19 Global provider delivering value-driven printing solutions that minimize risk and maximize efficiency, safety, and quality Serve application needs from mobile and vehicle- mounted label/receipt printers, compact desktop and midrange units, to high performance and specialty application printers Offer media converting facilities for wide variety of labels, tickets and tags providing turnkey solutions Enable manufacturing and supply markets to capture the benefits of automated product ID and automated legal and financial transactions FACTS Headquarters in Orlando, FL Maintains key facilities in California, Illinois, and France Sales and technical support offices located around the world FACILITIES PROFILE |
| Marking, Coding, Food Production Machinery, Packaging, Refrigerated Display, Preparation/Service 20 |
Exhibit 99.2
| H I L L P H O E N I X I N V E S T O R T R I P OCTOBER 6, 2009 ^ COLONIAL HEIGHTS, VA |
| 2 Forward Looking Statements We want to remind everyone that our comments may contain forward-looking statements that are inherently subject to uncertainties. We caution everyone to be guided in their analysis of Dover Corporation by referring to our Form 10K for a list of factors that could cause our results to differ from those anticipated in any such forward looking statements. We would also direct your attention to our internet site, www.dovercorporation.com, where considerably more information can be found. |
| 3 Business Update Order stability across a large portion of our businesses Consistent with trends discussed during 2nd quarter earnings call Electronic Technologies continues seasonal pick-up Strong performance in MEMS microphones Energy and Material Handling end-markets remain soft, but stable Still on track for 2009 guidance |
| 4 Business Update Pricing environment is stable We continue to execute well in managing input cost vs. price spread M & A environment shows signs of improving The gap between sellers and acquirers value expectations is narrowing Pipeline of opportunities is filling up Private Equity is returning |
| 5 Supply Chain Update Initiative is progressing well Formal teams have been formed to focus on specific spend categories Office Supplies Telecom Logistics and transportation Plastics Castings Motors Metals More to come at Dover Day (November 16) |
| 6 Corporate Development Update Significant work done on analyzing portfolio Companies and end-markets evaluated on growth opportunities, business fundamentals and market position Results will help drive future capital allocation decisions Obvious areas of interest include: Product ID Refrigeration Fluid Solutions Energy More to come at Dover Day (November 16) |
| 7 Also Noteworthy Held Grand Opening of new Regional Headquarters in Shanghai (September 22) Will serve a coordination point and support structure as we aggressively grow our presence in Asia Establishes "Dover" name as a significant local supplier and customer Corporate Development, HR, Accounting, Tax, Treasury and legal support Asia procurement office will be based there Opened two new manufacturing facilities in China OPWs / Colder Products/ De Sta Co shared facility in Suzhou Pump Solutions Group / HydroSystems facility in Pudong Brad Cerepak joins as CFO |