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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o |
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
o |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry Into a Material Definitive Agreement
On October 13, 2005, Dover Corporation (the Company) issued and sold $300,000,000 in
aggregate principal amount of its 4.875% Notes due October 15, 2015 (the Notes) and $300,000,000
in aggregate principal amount of its 5.375% Debentures due October 15, 2035 (the Debentures) in
an underwritten public offering. The Notes and Debentures were issued pursuant to an Indenture
dated February 8, 2001, between the Company and J.P. Morgan Trust Company, National Association
(formerly known as Bank One Trust Company, N.A.), as original trustee (the Base Indenture)
(previously filed as an exhibit to a Form 8-K filed by the Company with the Securities and Exchange
Commission on February 13, 2001 and incorporated herein by reference), as supplemented by the First
Supplemental Indenture (the First Supplemental Indenture) among the Company, J.P. Morgan Trust
Company, National Association, as original trustee, and The Bank of New York, as trustee of the
Notes and Debentures (the Base Indenture as supplemented by the First Supplemental Indenture, the
Indenture).
The Notes constitute a separate series of debt securities under the Indenture and mature on
October 15, 2015. They bear interest at the rate of 4.875% per annum accruing from October 13,
2005 or the most recent interest payment date to which interest has been paid or provided for,
payable semi-annually in arrears on April 15 or October 15 of each year, beginning April 15, 2006.
The Debentures constitute a separate series of debt securities under the Indenture and mature
on October 15, 2035. They bear interest at the rate of 5.375% per annum accruing from October 13,
2005 or the most recent interest payment date to which interest has been paid or provided for,
payable semi-annually in arrears on April 15 or October 15 of each year, beginning April 15, 2006.
The Indenture contains customary covenants and events of default which would permit the
Trustee or the holders of at least 25% in principal amount of the Notes or Debentures, as
applicable, to declare the principal of and accrued but unpaid interest, if any, on that series to
be due and payable. The Company may redeem the Notes and Debentures in whole at any time or in
part from time to time, at the Companys option, at a redemption price equal to the greater of (i)
100% of the principal amount of the Notes or Debentures then outstanding to be redeemed; or (ii)
the sum of the present values of the remaining scheduled payments of principal and interest on the
Notes or Debentures to be redeemed (not including any portion of such payments of interest accrued
to the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the applicable treasury rate plus (a) 12.5
basis points in the case of the Notes and (b) 15 basis points in the case of the Debentures, plus,
in each case, accrued and unpaid interest on the principal amount being redeemed on the redemption
date.
The above descriptions of the First Supplemental Indenture, the Notes and the Debentures are
qualified in their entirety to reference the terms of the First Supplemental Indenture, the global
Note and the global Debenture attached hereto as Exhibits 4.1, 4.2 and 4.3, respectively, and
incorporated herein by reference. The statement of eligibility under
the Trust Indenture Act of 1939 of the Bank of New York, as series
trustee, is filed herewith on Form T-1.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance
Sheet Arrangement of a Registrant
The information set forth in Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(a) Not
applicable
(b) Not applicable
(c) Not applicable
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(d)
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The following exhibits are filed as part of this report: |
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4.1 |
First Supplemental Indenture among Dover Corporation, J.P. Morgan Trust Company,
National Association, as original trustee, and The Bank of New York, as series
trustee
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4.2 |
4.875% Note due October 15, 2015 ($300,000,000 aggregate principal amount)
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4.3 |
5.375% Debenture due October 15, 2035 ($300,000,000 aggregate principal amount) |
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25 |
Statement of Eligibility under the Trust Indenture Act of 1939 of a
Corporation Designated to Act as Trustee on Form T-1 (with respect to
Registration Statement No. 333-47396) |
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 18, 2005
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DOVER CORPORATION
(Registrant)
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By: |
/s/ JOSEPH W. SCHMIDT
Joseph W. Schmidt, Vice President,
General Counsel & Secretary
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EXHIBIT INDEX
Number Exhibit
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4.1 |
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First Supplemental Indenture among Dover Corporation, J.P.
Morgan Trust Company, National Association, as original trustee,
and The Bank of New York, as series trustee |
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4.2 |
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4.875% Note due October 15, 2015 ($300,000,000
aggregate principal amount) |
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4.3 |
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5.375% Debenture due October 15, 2035 ($300,000,000
aggregate principal amount) |
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25 |
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Statement of Eligibility under the Trust Indenture Act of 1939 of a
Corporation Designated to Act as Trustee on Form T-1 (with respect to
Registration Statement No. 333-47396) |