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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: February 12, 2001
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)
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ITEM 5. OTHER EVENTS.
On February 12, 2001, Dover Corporation (the "Company") completed its
underwritten offering of $400,000,000 aggregate principal amount of its 6.50%
Notes due February 15, 2011 (the "Notes") under its Registration Statement on
Form S-3, filed with the Securities and Exchange Commission on October 5, 2000
and amended on November 15, 2000 (File No. 333-47396), a Prospectus dated
November 15, 2000 and the related Prospectus Supplement dated February 7, 2001,
relating to the offer and sale by the Company of the Notes. Chase Securities
Inc. and Deutsche Banc Alex. Brown Inc. co-managed the offering pursuant to an
Underwriting Agreement and Pricing Agreement, each dated February 7, 2001,
attached hereto as Exhibits 1.1 and 1.2. The terms and conditions of the Notes
and related matters are set forth in the Indenture, dated as of February 8,
2001, by and between the Company and Bank One Trust Company, N.A., as trustee
(the "Indenture") filed as Exhibit 4.1 hereto and, pursuant to Section 301 of
the Indenture, the Officers' Certificate filed as Exhibit 4.2 hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) The following exhibits are filed as part of this Report:
1.1 Underwriting Agreement, dated February 7, 2001, between Dover
Corporation and the Representatives of the several underwriters
named in the respective pricing agreements therein described.
1.2 Pricing Agreement, dated February 7, 2001, between Dover
Corporation and Chase Securities Inc. and Deutsche Banc Alex.
Brown Inc. as representatives of the several underwriters named
therein.
4.1 Indenture, dated as of February 8, 2001, between Dover
Corporation and Bank One Trust Company, N.A., as Trustee (the
"Indenture").
4.2 Officers' Certificate, dated as of February 12, 2001, pursuant
to Section 301 of the Indenture.
4.3 Form of 6.50% Note due 2011 ($400,000,000 aggregate principal
amount).
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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: February 12, 2001
By: /s/ Robert G. Kuhbach
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Name: Robert G. Kuhbach
Title: Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
Exhibits
1.1 Underwriting Agreement, dated February 7, 2001, between Dover
Corporation and the Representatives of the several underwriters
named in the respective pricing agreements therein described.
1.2 Pricing Agreement, dated February 7, 2001, between Dover
Corporation and Chase Securities Inc. and Deutsche Banc Alex.
Brown Inc. as representatives of the several underwriters named
therein.
4.1 Indenture, dated as of February 8, 2001, between Dover
Corporation and Bank One Trust Company, N.A., as Trustee (the
"Indenture").
4.2 Officers' Certificate, dated as of February 12, 2001, pursuant
to Section 301 of the Indenture.
4.3 Form of 6.50% Note due 2011 ($400,000,000 aggregate principal
amount).