1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For three months ended March 31, 1999 Commission File No. 1-4018
DOVER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 53-0257888
(State of Incorporation) (I.R.S. 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
Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
The number of shares outstanding of the Registrant's common stock as of the
close of the period covered by this report was 213,383,374.
2
Part. I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DOVER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EARNINGS
THREE MONTHS ENDED MARCH 31,
(000 OMITTED)
UNAUDITED
1999 1998
--------- --------
Net sales $ 969,755 $930,496
Cost of sales 626,882 598,372
--------- --------
Gross profit 342,873 332,124
Selling & administrative expenses 233,719 214,503
--------- --------
Operating profit 109,154 117,621
--------- --------
Other deductions (income):
Interest expense 13,623 11,839
Interest income (9,204) (5,180)
Foreign exchange 277 1,079
All other, net (306) (1,345)
--------- --------
Total 4,390 6,393
--------- --------
Earnings before taxes on income 104,764 111,228
Federal & other taxes on income 35,544 37,385
--------- --------
Net earnings from continuing operations 69,220 73,843
Earnings from discontinued operations, net of tax 16,152
Gain on sale of discontinued operations, net of tax 523,938
--------- --------
Net earnings $ 593,158 $ 89,995
========= ========
Weighted average number of common shares
outstanding during the period
- Basic 216,928 222,775
========= ========
- Diluted 218,326 224,822
========= ========
Net earnings per share:
Basic - Continuing $ 0.32 $ 0.33
Discontinued -- 0.07
Gain on sale 2.41 --
--------- --------
Net earnings $ 2.73 $ 0.40
========= ========
Diluted - Continuing $ 0.32 $ 0.33
Discontinued -- 0.07
Gain on sale 2.40 --
--------- --------
Net earnings $ 2.72 $ 0.40
========= ========
See Notes to Consolidated Financial Statements.
3
CONSOLIDATED STATEMENT OF COMPREHENSIVE EARNINGS
THREE MONTHS ENDED MARCH 31,
(000 OMITTED)
UNAUDITED
1999 1998
--------- --------
Net earnings $ 593,158 $ 89,995
--------- --------
Other comprehensive earnings, net of tax:
Foreign currency translation adjustments (25,090) (1,344)
Less: reclassification adjustment for adjustments
included in net earnings -- --
--------- --------
Total foreign currency translation adjustments (25,090) (1,344)
--------- --------
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during period -- (3,312)
Less: reclassification adjustment for gains (losses)
included in net earnings -- 6
--------- --------
-- (3,318)
--------- --------
Other comprehensive earnings (25,090) (4,662)
--------- --------
Comprehensive earnings $ 568,068 $ 85,333
========= ========
DOVER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
THREE MONTHS ENDED MARCH 31,
(000 OMITTED)
UNAUDITED
1999 1998
---------- ----------
Retained earnings at January 1 $1,992,991 $1,703,335
Net earnings 593,158 89,995
---------- ----------
2,586,149 1,793,330
Deduct:
Common stock cash dividends
$ 0.105 per share ($0.095 in 1998) 22,685 21,175
---------- ----------
Retained earnings at end of period $2,563,464 $1,772,155
========== ==========
4
DOVER CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(000 OMITTED)
UNAUDITED
March 31, 1999 December 31, 1998
-------------- -----------------
Assets:
Current assets:
Cash & cash equivalents $ 519,942 $ 96,774
Marketable securities -- --
Receivables, net of allowance for doubtful accounts 611,711 575,630
Inventories 607,478 559,267
Prepaid expenses 80,126 72,853
----------- -----------
Total current assets 1,819,257 1,304,524
----------- -----------
Property, plant & equipment (at cost) 1,337,265 1,282,436
Accumulated depreciation (749,665) (710,473)
----------- -----------
Net property, plant & equipment 587,600 571,963
----------- -----------
Intangible assets, net of amortization 1,547,967 1,438,793
Other intangible assets 7,358 7,358
Deferred charges & other assets 32,917 59,755
Net assets of discontinued operations -- 244,883
----------- -----------
$ 3,995,099 $ 3,627,276
=========== ===========
Liabilities:
Current liabilities:
Notes payable $ 104,696 $ 427,529
Current maturities of long-term debt 6,472 6,060
Accounts payable 193,843 187,738
Accrued compensation & employee benefits 125,804 149,855
Accrued insurance 49,243 43,246
Other accrued expenses 199,155 175,036
Income taxes 372,021 283
----------- -----------
Total current liabilities 1,051,234 989,747
----------- -----------
Long-term debt 609,182 610,090
Deferred taxes 56,596 50,196
Other deferrals (principally compensation) 61,378 66,359
Stockholders' equity:
Preferred stock -- --
Common stock 236,030 235,571
Additional paid-in surplus 27,907 18,630
Cumulative translation adjustments (52,333) (27,243)
Unrealized holding gains (losses) 51 51
----------- -----------
Accumulated other comprehensive earnings (52,282) (27,192)
----------- -----------
Retained earnings 2,563,464 1,992,991
----------- -----------
Subtotal 2,775,119 2,220,000
Less: treasury stock 558,410 309,116
----------- -----------
2,216,709 1,910,884
----------- -----------
$ 3,995,099 $ 3,627,276
=========== ===========
See Notes to Consolidated Financial Statements.
5
DOVER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
THREE MONTHS ENDED MARCH 31,
(000 OMITTED)
UNAUDITED
1999 1998
----------- ---------
Cash flows from operating activities:
Net earnings $ 593,158 $ 89,995
----------- ---------
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Income from discontinued operations -- (16,152)
Gain on sale of discontinued business (523,938)
Depreciation 29,146 25,808
Amortization 14,036 11,699
Net increase (decrease) in deferred taxes 3,637 4,962
Net increase (decrease) in LIFO reserves 570 486
Increase (decrease) in deferred compensation (4,960) (2,573)
Other, net (7,090) (3,532)
Changes in assets & liabilities (excluding acquisitions):
Decrease (increase) in accounts receivable (9,864) 18,436
Decrease (increase) in inventories, excluding LIFO reserve (11,272) (34,038)
Decrease (increase) in prepaid expenses (6,419) (167)
Increase (decrease) in accounts payable (7,116) (256)
Increase (decrease) in accrued expenses (33,004) (38,847)
Increase (decrease) in federal & other taxes on income (194) 28,437
----------- ---------
Total adjustments (556,468) (5,737)
----------- ---------
Net cash provided by operating activities 36,690 84,258
----------- ---------
Cash flows from (used in) investing activities:
Net sale (purchase) of marketable securities -- (2,339)
Additions to property, plant & equipment (26,305) (24,926)
Acquisitions, net of cash & cash equivalents (164,048) (117,038)
Proceeds from sale of business 1,169,599 --
Purchase of treasury stock (249,294) (1,028)
----------- ---------
Net cash from (used in) investing activities 729,952 (145,331)
----------- ---------
Cash flows from (used in) financing activities:
Increase (decrease) in notes payable (324,350) 68,221
Increase (decrease) in long-term debt (989) (1,062)
Proceeds from exercise of stock options 4,550 4,161
Cash dividends to stockholders (22,685) (21,175)
----------- ---------
Net cash from (used in) financing activities (343,474) 50,145
----------- ---------
----------- ---------
Cash from discontinued operations -- (14,254)
----------- ---------
Net increase (decrease) in cash & cash equivalents 423,168 (25,182)
Cash & cash equivalents at beginning of period 96,774 103,111
----------- ---------
Cash & cash equivalents at end of period $ 519,942 $ 77,929
=========== =========
See Notes to Consolidated Financial Statements.
6
DOVER CORPORATION CONSOLIDATED
MARKET SEGMENT RESULTS
(unaudited)
EARNINGS SALES
First quarter ended March 31, : 1999 1998 * 1999 1998 *
- ------------------------------- ------------- ------------- ------------ ------------
Dover Industries $ 37,284,000 $ 34,014,000 $258,706,000 $229,494,000
Dover Technologies 24,614,000 33,699,000 288,120,000 297,657,000
Dover Diversified 24,906,000 28,637,000 230,580,000 210,275,000
Dover Resources 26,933,000 32,046,000 193,757,000 194,301,000
------------ ============
Subtotal (after intramarket eliminations) 113,737,000 128,396,000 $969,755,000 $930,496,000
============ ============
Corporate expense & interest net (8,973,000) (17,168,000)
------------- -------------
Earnings before taxes on income 104,764,000 111,228,000
Taxes on income 35,544,000 37,385,000
------------- -------------
Net earnings - Continuing Operations 69,220,000 73,843,000
Earnings from discontinued operations * 16,152,000
Gain on sale of discontinued operations * 523,938,000
------------- --------------
Net earnings $ 593,158,000 $ 89,995,000
============= ==============
* On January 5, 1999, Dover completed the sale of its elevator business to
Thyssen Industrie AG for $1.17 billion. Results for 1998 have been restated to
classify the elevator business as discontinued.
DOVER CORPORATION AND SUBSIDIARIES
MARKET SEGMENT IDENTIFIABLE ASSETS
(000 OMITTED)
UNAUDITED
March 31, December 31,
1999 1998
----------- ------------
Dover Industries $ 738,243 $ 732,136
Dover Technologies 1,098,717 1,000,209
Dover Diversified 909,561 802,872
Dover Resources 771,815 781,933
Corporate (1) 476,763 65,243
----------- ----------
Total Continuing 3,995,099 3,382,393
Net assets of discontinued operations -- 244,883
----------- ----------
Consolidated Total $ 3,995,099 $3,627,276
=========== ==========
(1) - Principally cash and equivalents
7
DOVER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
NOTE A - Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and therefore do not
include all information and footnotes necessary for a fair presentation of
financial position, results of operations, and changes in financial position in
conformity with generally accepted accounting principles. In the opinion of the
Company, all adjustments, consisting only of normal recurring items necessary
for a fair presentation of the operating results have been made. The results of
operations of any interim period are subject to year-end audit and adjustments,
and are not necessarily indicative of the results of operations for the fiscal
year.
On January 5, 1999 the company sold the Dover Elevator International
segment. The results of prior year first quarter have been restated to show the
segment as discontinued operations.
NOTE B - Inventory
Inventories, by components, are summarized as follows :
(000 omitted)
--------------------------
UNAUDITED
March 31, December 31,
1999 1998
--------- ------------
Raw materials $238,384 $220,467
Work in progress 189,359 175,117
Finished goods 220,746 204,123
-------- --------
Total 648,489 599,707
Less LIFO reserve 41,011 40,440
-------- --------
Net amount per balance sheet $607,478 $559,267
======== ========
NOTE C - Accumulated other comprehensive earnings
Accumulated other comprehensive earnings, by components are summarized as
follows:
UNAUDITED (000 omitted)
---------------------------------------------
ACCUMULATED
OTHER Unrealized
COMPREHENSIVE Cumulative Holding
EARNINGS Translation Gains
(LOSSES) Adjustments (losses)
------------- ------------ ------------
Beginning balance $ (27,192) $ (27,243) $ 51
Current-period change (25,090) (25,090) 0
----------- ----------- ------------
Ending balance $ (52,282) $ (52,333) $ 51
=========== =========== ============
8
NOTE D - Additional Information
For a more adequate understanding of the Company's financial position
operating results, business properties and other matters, reference is made to
the Company's Annual Report on Form 10-K which was filed with the Securities and
Exchange Commission on March 30, 1999.
On January 5, 1999, Dover completed the sale of it's Elevator business
to Thyssen Industrie AG for $1.17 billion. Results for first quarter 1998 have
been restated to classify the elevator business as discontinued.
Net earnings as reported was used in computing both basic EPS and
diluted EPS without further adjustment. The Company does not have a complex
capital structure; accordingly, the entire difference between basic weighted
average shares and diluted weighted average shares results from assumed stock
option exercise. The diluted EPS computation was made using the treasury stock
method.
In June 1998, the FASB issued statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities", effective for all fiscal quarters of all fiscal years beginning
after June 15, 1999. The Company does not expect the statement to have a
significant effect on its current financial reporting and disclosure
requirements.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(1) MATERIAL CHANGES IN CONSOLIDATED FINANCIAL CONDITION:
The Company's liquidity increased during the first three months of 1999
as compared to the position at December 31, 1998. The proceeds from sale of
elevator business ($1.17 billion), net of amounts invested in treasury stock
($249 million) and acquisitions ($166 million) is the principle reason for the
increase in liquidity.
Working capital increased from $314,777 million at the end of last year
to $768,023 million at March 31, 1999.
The Company repurchased 7,482,000 shares of its common stock in the
first quarter, paying an average price of $33 per share. This investment of $249
million, plus the $166 million of acquisitions described below, redeploys about
one-half of the after-tax proceeds from the sale of the elevator business. The
balance, plus the Company's normal free cash flow, will continue to be invested
in solid, fairly-priced acquisition transactions and in opportunistic share
repurchases.
The Company completed five add-on and one stand-alone acquisitions
during the quarter at a combined cost of $166 million. The largest of these was
Alphasem (Switzerland) a maker of semiconductor manufacturing equipment - which
joins the Company's Universal Instruments. Alphasem is well known for its die
bonders and sorters used in back-end semiconductor assembly. Its technology in
this area will help Universal's Advanced Manufacturing Assembly business in the
area of "array" package placement.
Van Dam (Netherlands) a maker of equipment for printing on plastic
material joins Belvac; Hydra-Tight (U.K.) a leader in bolt tensioning and other
mechanical jointing products joins Waukesha Bearings; TTI Testron (test
fixtures) will be integrated into Everett Charles; and EMA (Brazil) gives
De-Sta-Co Industries a position in that market for manual and power clamps.
Dover Diversified completed the only stand-alone acquisition - Graphic
Microsystems (California), which manufactures pressroom automation equipment for
precise color measurement and ink control. Its expertise in opto-electronics and
machine control has created systems that increase a printer's ability to handle
complex, shorter-run printing jobs while improving quality and reducing ink
consumption and scrap.
These acquisitions, as a group, have an annualized sales volume of
about $150 million. Their profit impact in 1999 will be small due to acquisition
write-offs, imputed financing costs, and the soft current electronics market for
Alphasem and TTI Testron.
9
At March 31, 1999, net debt (defined as long-term debt plus current
maturities on long-term debt plus notes payable less cash and equivalents and
marketable securities) of $200.4 million represented 8.3% of total capital. This
compares with 33.1% at December 31, 1998.
(2) MATERIAL CHANGES IN RESULTS OF OPERATIONS:
The Company earned $2.72 per diluted share in its first quarter ending
March 31, compared to $.40 per share in the first quarter of 1998. This year's
figure includes $2.40 per share ($524 million) realized from the sale of its
elevator business, concluded in early January, while the 1998 figure includes
$.07 earned by the elevator business.
Continuing operations earned $.32 per share in the first quarter,
compared to $.33 per share in the prior year. The decision to exit from two
small operations in this year's first quarter resulted in a pretax charge of
$3.7 million, equivalent to slightly more than one cent per share.
Non-operational factors at the Company largely offset the $14.6 million
(11%) decline in segment profits described below. Interest costs dropped $6.7
million and average diluted shares outstanding dropped 3%, reducing the earnings
per share decline to 3%.
DOVER INDUSTRIES:
Dover Industries was the only market segment to achieve a gain in first
quarter earnings which exceeded prior year by 10% on a 13% sales gain.
Acquisitions made during 1998 (principally PDQ - car washing equipment)
represented $1.3 million of the $3.3 million gain in segment profits. Most
Industries companies achieved sales and earnings gains, which were strongest at
Heil Environmental and Rotary Lift. The U.S. market for refuse trucks, and
Heil's position within it, are strong, as reflected in a 24% increase in
shipments and book-to-bill ratio of 1.22. Rotary achieved higher sales and
margins as its more competitive posture in the market place raised unit volume
substantially and permitted unit cost reduction. Total bookings at Industries
were 1.06x shipments for the quarter. In March they were 34% above prior year
(20% adjusted for acquisitions).
DOVER TECHNOLOGIES:
Technologies' segment profits declined $9 million (27%), primarily due
to continued softness in its four companies that serve the circuit board
assembly and test market (CBAT). Sales in this market were down 8% (13% adjusted
for acquisitions) with a $7 million decline in operating profits. Imaje realized
lower, but still excellent, margins on increased sales. Strong gains in several
of Quadrant's product lines (notably high frequency oscillators and filters used
in wired communications) offset declines in other areas especially components
used in wireless communication infrastructure. Provision was also made for a
$1.3 million non-recurring loss anticipated from the sale of product line.
Book-to-bill ratios were above 1.0 at most companies, and averaged 1.07 for CBAT
and 1.06 for Technologies as a whole.
DOVER DIVERSIFIED:
Profits in the Diversified segment fell $3.7 million (13%) despite a
10% sales gain. The profit decline includes a $2.4 million loss from the shut
down of a facility acquired by Tranter early last year. Operating profits for
Belvac's can making machines dropped by more than $4 million reflecting low
year-end backlog and continued low spending on new equipment by can makers. The
majority of Diversified's other businesses also earned less than last year with
only Sargent, SWF, and Waukesha achieving gains. Acquisitions made subsequent to
the close of last year's first quarter added $29 million to Segment sales and
about $5 million to earnings (after acquisition premium write-offs).
Diversified's book-to-bill in the quarter was 1.05, mostly due to strength at
A-C Compressor which has long lead times between orders and shipments.
DOVER RESOURCES:
Profits in the Resources segment dropped $5.1 million (16%) from prior
year, primarily due to a decline of $5.5 million in the Petroleum Equipment
Group and Quartzdyne whose sales fell over 50%. New investment in oil/gas
drilling and related production equipment has been severely impacted by low
energy prices since the second quarter of last year. A record performance by
OPW-Fueling Components,
10
smaller gains at two other companies, and the addition of $2.5 million from
acquisitions (primarily Wilden) offset declines at several other companies. The
Resources' companies involved in energy and chemical transfer products (Wilden,
Blackmer, Cook and OPW-Fluid Transfer Group) have experienced modest sales
slow-downs with larger profit decreases (due to the high marginal profitability
of their products). Combined margins in these four businesses dropped 4 points
to 19%. Resources had a .95 book-to-bill ratio for the quarter and expects only
a modest sequential improvement in profits in the second quarter.
OUTLOOK:
In mid-March the Company told a group of security analysts (press
release 3/16) that it expected first quarter EPS to exceed $.30 per share but be
below Wall Streets' expectations, which had been in the mid to high $.30's. The
Company expects earnings levels to improve during the balance of the year, but
with strong growth delayed until recovery begins in the Technology segment.
YEAR 2000:
The Company has taken action to assess the nature and extent of the
work required to make its systems, products, factories and infrastructure Year
2000 ready. The Company is approaching resolution of Year 2000 problems along
two separate tracks: (1) Corporate and Subsidiary Offices and Dover-wide
information systems. (2) Company-by-Company for each of the Company's 46
separate businesses. Corrective action has been ongoing for several years.
Additionally, the Company is evaluating Year 2000 readiness of suppliers and
where critical suppliers are not Year 2000 ready, the Company will monitor their
progress and take appropriate actions.
At the corporate/subsidiary level, appropriate remediation has been completed
for telecommunications equipment, and computer equipment and critical systems
and the Company believes they are Year 2000 compliant.
At the operating company level, each business has taken responsibility for its
own Year 2000 compliance and has assembled working groups to deal with critical
plant and office equipment; products, including " fixes " for any previous
product generations that are Year 2000 sensitive; software; and the ability of
critical suppliers to maintain deliveries. Progress of the working groups is
monitored by each company President and reported to Subsidiary and Corporate
management.
As of March 31, 1999 each of the 46 companies has gone through a process to take
an inventory of critical systems, to make an assessment of Year 2000 readiness
of those systems, to perform necessary remediation including replacing or
updating existing systems as needed, and to perform appropriate Year 2000
testing. More than two-thirds of the Company's 46 companies have completed these
procedures. All others have identified specific problems remaining and have
action plans to solve them by June 30, 1999. Further, the Company believes
products of all of these companies are either Year 2000 compliant or can be made
so by customers, using "fixes" already developed. Based on current progress and
future plans, the Company believes that the Year 2000 date change will not
significantly affect the Company's ability to deliver products and services to
its customers on a timely basis.
During 1997, 1998 and the first three months of 1999 the Company and its
companies spent approximately $22 million, $27 million and $4 million,
respectively, on computer equipment, software, and non-employee consultants.
Most of these expenditures were for new systems and improved functionality, but
an undetermined amount also served to meet Year 2000 compliance needs. The
Company and its companies do not separately track the internal cost incurred for
the Y2K project.
While no amount of preparation and testing can guarantee Year 2000 compliance,
the Company intends to complete its Year 2000 readiness during 1999, and does
not anticipate that expenditures to reach this goal will be material. Moreover,
due to the decentralized nature of the Company and the lack of reliance on
shared or "centralized" systems by its operating companies, the Company believes
that any Year 2000 problems that might become evident after 1999 will not be
material to the Company. Appropriate contingency plans will be developed in
critical areas if deemed necessary. However, given the uncertain consequences of
failure to resolve significant Year 2000 issues, there can be no assurance that
any one or more such failures would not have a material adverse effect on the
actual outcomes and results could be affected by future factors including, but
not limited to, the continued availability of skilled personnel,
11
cost control, the ability to locate and remediate software code problems,
critical suppliers and subcontractors meeting their commitments to be Year 2000
ready, and timely actions by customers.
The above statement and similar statements, including estimated future costs,
timetables, contingency plans and remediation plans, and statements containing
the words "believes," "intends," "anticipates" and "expects" and words of
similar import, constitute "forward-looking" statements within the meaning of
the Private Securities Litigation Reform Act of 1995 and Section 21E of the
Securities Exchange Act of 1934.
This "Year 2000 Plan" constitutes a "Year 2000 Readiness Disclosure" within the
meaning of the "Year 2000 Information and Readiness Disclosure Act."
EUROPEAN MONETARY UNION - EURO:
On January 1, 1999, several member countries of the European Union established
fixed conversion rates between their existing sovereign currencies, and adopted
the Euro as their new common legal currency. The Euro conversion may affect
cross-border competition by creating cross-border price transparency. The
Company's businesses are assessing their pricing/marketing strategy in order to
ensure that it remains competitive in a broader European market. The Company is
also assessing its information technology systems to allow for transactions to
take place in both the legacy currencies and the Euro and the eventual
elimination of the legacy currencies, and reviewing whether certain existing
contracts will need to be modified. Final accounting, tax and governmental legal
and regulatory guidance generally has not been provided in final form. The
Company will continue to evaluate issues involving the introduction of the Euro.
Based on current information and the Company's current assessment, it does not
expect that the Euro conversion will have a material adverse effect on its
business, results of operations, cash flows or financial condition.
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(10.1) Dover Corporation Supplemental Executive Retirement Plan, as
Amended
(10.2) Form of Executive Employee Supplemental Retirement Agreement -
Agreement Letter
(27) Financial Data Schedule. (EDGAR filing only)
(b) No reports on Form 8-K were filed this quarter.
12
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 thereunto duly authorized.
DOVER CORPORATION
Date: April 20, 1998 /s/ John F. McNiff
----------------------- ----------------------------------------
John F. McNiff, Chief Financial Officer,
Vice President and Treasurer
Date: April 20, 1998 /s/ George F. Meserole
----------------------- ----------------------------------------
George F. Meserole, Chief Accounting
Officer, Vice President and Controller