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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: June 11, 1998
DOVER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 53-0257888
(State of Incorporation) (IRS Employer Identification No.)
280 Park Avenue, New York, NY 10017
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 922-1640
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ITEM 5. OTHER EVENTS.
On June 9, 1998, Dover Corporation (the "Company") completed an
underwritten offering of $150,000,000 aggregate principal amount of its 6.25%
Notes due June 1, 2008 (the "Notes") and $200,000,000 aggregate principal amount
of its 6.65% Debentures due June 1, 2028 (together with the Notes, the
"Securities") under its Registration Statement on Form S-3, filed with the
Securities and Exchange Commission on March 18, 1998 (File No. 333-48201) (the
"Registration Statement"), a Prospectus, dated March 24, 1998, and the related
Prospectus Supplement, dated June 4, 1998, relating to the offer and sale by the
Company of the Securities. The sale of the Securities was underwritten by
Goldman, Sachs & Co., Chase Securities Inc., J.P. Morgan Securities Inc. and
Deutsche Morgan Grenfell Inc. pursuant to an Underwriting Agreement and a
Pricing Agreement, each dated June 4, 1998, attached as Exhibits 1.1 and 1.2
hereto. The terms and conditions of the Securities and related matters are set
forth in the Indenture, dated as of June 8, 1998, by and between the Company and
The First National Bank of Chicago, 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 June 4, 1998 among Dover
Corporation and Goldman, Sachs & Co., Chase Securities Inc., J.P.
Morgan Securities Inc. and Deutsche Morgan Grenfell Inc.
1.2 Pricing Agreement, dated June 4, 1998, among Dover Corporation,
Goldman, Sachs & Co., Chase Securities Inc., J.P. Morgan
Securities Inc. and Deutsche Morgan Grenfell Inc.
4.1 Indenture, dated as of June 8, 1998, between Dover Corporation
and The First National Bank of Chicago, as Trustee (the
"Indenture").
4.2 Officers' Certificate, dated as of June 9, 1998, pursuant to
Section 301 of the Indenture.
4.3 Form of 6.25% Note due June 1, 2008 ($150,000,000 aggregate
principal amount).
4.4 Form of 6.65% Note due June 1, 2028 ($200,000,000 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: June 11, 1998
By: /s/ John F. McNiff
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John F. McNiff
Vice President and Treasurer
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EXHIBIT INDEX
Exhibits
1.1 Underwriting Agreement, dated June 4, 1998, among Dover Corporation and
Goldman, Sachs & Co., Chase Securities Inc., J.P. Morgan Securities Inc.
and Deutsche Morgan Grenfell Inc.
1.2 Pricing Agreement, dated June 4, 1998, among Dover Corporation and Goldman,
Sachs & Co., Chase Securities Inc., J.P. Morgan Securities Inc. and
Deutsche Morgan Grenfell Inc.
4.1 Indenture, dated as of June 8, 1998, between Dover Corporation and The
First National Bank of Chicago, as Trustee (the "Indenture").
4.2 Officers' Certificate, dated as of June 9, 1998, pursuant to Section 301 of
the Indenture.
4.3 Form of 6.25% Note due June 1, 2008 ($150,000,000 aggregate principal
amount).
4.4 Form of 6.65% Note due June 1, 2028 ($200,000,000 aggregate principal
amount).