0000950123-01-506794.txt : 20011009 0000950123-01-506794.hdr.sgml : 20011009 ACCESSION NUMBER: 0000950123-01-506794 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010928 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20010928 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOVER CORP CENTRAL INDEX KEY: 0000029905 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION, MINING & MATERIALS HANDLING MACHINERY & EQUIP [3530] IRS NUMBER: 530257888 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04018 FILM NUMBER: 1747640 BUSINESS ADDRESS: STREET 1: 280 PARK AVE STREET 2: 38-W CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129221640 8-K 1 y53615e8-k.txt DOVER CORPORATION 1 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 (Date of earliest event reported): September 28, 2001 DOVER CORPORATION (Exact name of registrant as specified in its charter) STATE OF DELAWARE 1-4018 53-0257888 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) 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 2 Item 9. REGULATION FD DISCLOSURE On September 27, 2001, the Company issued a press release announcing Third Quarter earnings expectations. Dover will issue its Third Quarter earnings release on October 15, 2001 and will conduct a conference call regarding third quarter results and the business outlook at 9:00 a.m. EDT on October 16, 2001. The conference call will be simulcast on the Company's website at www.dovercorporation.com. ------------------------- The press release contains forward-looking statements regarding future events and the performance of the Company that involve risks and uncertainties that could cause actual results to differ materially including, but not limited to, failure to achieve expected synergies, failure to successfully integrate acquisitions, failure to service debt, failure to sell non-core properties, including without limitation, as a result of the failure to obtain regulatory approvals, failure of conditions to closing to occur, economic conditions, customer demand, increased competition in the relevant market, and others. The Company refers individuals to the documents that the Company files from time to time with the Securities and Exchange Commission, such as the Form 10-K, Form 10-Q and Form 8-K, which contain additional important factors that could cause its actual results to differ from its current expectations and from the forward-looking statements contained in the press release. Item 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. The following Exhibits are furnished as part of Item 9 of the Report: 99.1 Press Release of September 27, 2001, announcing the Third Quarter Earnings Expectations. 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 (Registrant) Date: September 28, 2001 By: /S/ROBERT KUHBACH -------------------------------- Robert G. Kuhbach, Vice President, General Counsel & Secretary 4 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release of September 28, 2001, announcing the Third Quarter Earnings Expectations. EX-99.1 3 y53615ex99-1.txt PRESS RELEASE 1 DOVER CORPORATION LOGO EXHIBIT 99.1 CONTACT: READ IT ON THE WEB David S. Smith http://www.dovercorporation.com Vice President, Dover (212) 922-1640 SEPTEMBER 27, 2001 FOR IMMEDIATE RELEASE Dover Announces Third Quarter Earnings Expectations New York, NY, September 27, 2001---Dover Corporation (NYSE: DOV) expects earnings per share in the third fiscal quarter ending September 30, 2001 to be in the range of $.15 to $.18 (before anticipated inventory reserve items discussed below). Dover reported comparable earnings of $.25 per share in the second quarter 2001, and earnings of $.67 per share in the third quarter last year. At the end of the second quarter, Dover expressed optimism that continued expected weakness in the electronics markets impacting Dover Technologies would be offset by improvements in its other business segments. At that time, Dover said it expected losses in its Technologies' Circuit Board Assembly and Test (CBAT) business in the third quarter to be in the same range as the second quarter and that it expected earnings in the Specialty Electronics Components (SEC) businesses to decline. The company now expects that losses in CBAT in the third quarter will have increased from the second quarter and that SEC will report a small loss. Earnings in the other three segments will, in aggregate, decline modestly. In addition, Dover expects reported earnings in the third quarter will be materially negatively impacted by increased inventory reserves, primarily in the Technologies segment, where the magnitude of the market decline has been particularly severe. Dover will issue its third quarter earnings release on October 15, 2001 and will conduct a conference call regarding third quarter results and the business outlook at 9:00 a.m. EST on October 16, 2001. The conference call will be simulcast on the Dover Corporation website at www.dovercorporation.com. ------------------------ This press release contains forward-looking statements regarding future events and the performance of Dover Corporation that involve risks and uncertainties that could cause actual results to differ materially including, but not limited to, failure to achieve expected synergies, failure to successfully integrate acquisitions, failure to service debt, failure to sell non-core properties, including without limitation, as a result of the failure to obtain 2 regulatory approvals or of conditions to closing to occur, economic conditions, customer demand, increased competition in the relevant market, and others. We refer you to the documents that Dover Corporation files from time to time with the Securities and Exchange Commission, such as the Form 10-K, Form 10-Q and Form 8-K, which contain additional important factors that could cause its actual results to differ from its current expectations and from the forward-looking statements contained in this press release.