SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE Act of 1934 [NO FEE REQUIRED]
For the transition period from ________________
Commission file number SEC File No. 2-91561
A: DOVER CORPORATION RETIREMENT SAVINGS PLAN
(Full title of the plan)
B: DOVER CORPORATION
280 Park Avenue
New York, New York 10017
212/922-1640
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
REQUIRED INFORMATION
(as required by items no. 1 thru 3)
INDEX
Page
Report of Independent Accountants 1
Financial Statements:
Statements of Net Assets Available for Benefits as of 2
December 31, 2002 and December 31, 2001
Statements of Changes in Net Assets Available for Benefits 3
for the years ended December 31, 2002 and December 31, 2001
Notes to Financial Statements 4
Supplemental Schedule *:
Schedule 1 - Schedule of Assets 12
held for investment purposes as of
December 31, 2002.
* Other schedules outlined by section 2520.103-10 have been omitted, as they are
not required.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
Dover Corporation Retirement Savings Plan:
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Dover Corporation Retirement Savings Plan (the "Plan") at December 31,
2002 and 2001, and the changes in net assets available for benefits, for the
years ended December 31, 2002 and 2001 in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Plan's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatements. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of Assets (Held
at End of Year) as of December 31, 2002, is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
PRICEWATERHOUSECOOPERS LLP
NEW YORK, NEW YORK
June 10, 2003
1
DOVER CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
ASSETS
Investments at Fair Value:
Dover Corporation Common Stock Fund $ 144,265,385 $ 183,863,958
Mutual Funds 160,095,093 182,059,337
Collective Funds 120,709,857 110,679,466
Participant Loans 21,427,588 20,741,201
Employee Contributions Receivable 1,116,941 1,250,871
Employer Contributions Receivable 6,837,614 8,946,455
--------------- ---------------
Net Assets Available
for Benefits $ 454,452,478 $ 507,541,288
=============== ===============
The accompanying notes are an integral part of the financial statements.
2
DOVER CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2002 2001
------------------------------------------------------------------
Investment Loss:
Interest $ 1,415,449 $ 1,959,084
Dividends 4,384,531 3,827,552
Net Depreciation
in Fair Value of Investments (79,360,760) (49,254,470)
------------- -------------
(73,560,780) (43,467,834)
------------- -------------
Contributions:
Employee 30,358,734 41,748,031
Employer 13,878,089 19,595,259
------------- -------------
44,236,823 61,343,290
------------- -------------
Plan Mergers 20,421,979 27,418,119
Rollovers 1,128,900 1,471,377
Distributions (45,315,732) (53,611,378)
------------- -------------
Decrease in Net Assets
Available for Plan Benefits (53,088,810) (6,846,426)
Net Assets Available for Benefits
Beginning of period 507,541,288 514,387,714
------------- -------------
End of period $ 454,452,478 $ 507,541,288
============= =============
The accompanying notes are an integral part of the financial statements.
3
(1) Summary of Significant Accounting Policies
Basis of Presentation:
The accompanying statements prepared on the accrual basis of
accounting in conformity with accounting principles generally accepted
in the United States of America, present the Net Assets Available for
Benefits and Changes in Net Assets Available for Benefits for the
Dover Corporation Retirement Savings Plan (the "Plan").
Generally, administrative expenses are paid by the Plan and such costs
are included in the Net Depreciation in Fair Value of Investments
recorded in the Statement of Changes in Net Assets Available for
Benefits.
Management of Trust Funds:
American Express Trust Company (the "Trustee") has been granted
authority by Dover Corporation's Pension Committee (the "Plan
Administrator") to purchase and sell securities.
The Trustee maintains investment funds as follows:
- The Dover Stock Account (formerly the Dover Stock Fund) is
authorized to invest primarily in Dover Corporation common
stock and contains a nominal balance in money market
instruments for liquidity purposes. This fund accepts shares
of Dover common stock purchased through employee contributions
and employer matching and other employer contributions during
the plan year.
- The Dover ESOP Stock Account invests primarily in shares of
Dover Corporation common stock with a small percentage
invested in money market instruments to provide liquidity.
This fund holds shares of Dover common stock from the Dover
Stock Account which were transferred effective May 1, 2002 and
periodically thereafter.
- The Dover Income Fund (Income Fund) invests primarily in the
American Express ("AXP") Income Fund II, which is authorized
to invest primarily in insurance and bank investment
contracts. About 90% of the investments are made in stable
contracts; the remaining 10% are invested in money market
securities.
- PIMCO Total Return Fund (Administrative Class) is an
intermediate maturity bond portfolio, which seeks maximum
current income and price appreciation, consistent with
preservation of capital and prudent investment management.
- The AXP Stock Fund (Equity Fund) is authorized to invest
mainly in U.S. common stocks and bonds of blue chip U.S.
companies representing almost every major sector of the
economy.
- The AXP Mutual Fund (Balanced Fund) is authorized to invest
mainly in common stocks and fixed income securities, such as
government and investment grade corporate bonds.
- The AXP New Dimensions Fund (Growth Fund) is authorized to
invest mainly in U.S. common stocks with significant growth
potential due to superiority in technology, marketing and
management.
4
- The Templeton Foreign Fund is authorized to invest primarily
in stocks and debt obligations of companies and governments
outside the United States.
- The AIM Constellation Fund is authorized to invest primarily
in common stocks of medium-sized and smaller emerging growth
companies.
- The American Express Trust Long-Term Horizon Fund is
authorized to invest in other collective investment funds to
create a diversified portfolio with a moderate risk profile.
The collective funds are primarily invested in stock of U.S.
and foreign companies, convertible securities, short-term
money market instruments and stock index futures contracts.
- The American Express Trust Medium-Term Horizon Fund is
authorized to invest in other collective investment funds to
create a diversified portfolio with a conservative risk
profile. The collective funds are primarily invested in
corporate bonds, U.S. government securities, including U.S.
Treasury Bonds, as well as common stock of domestic and
foreign corporations.
- The American Express Trust Short-Term Horizon Fund is
authorized to invest in other collective investment funds to
create a diversified portfolio with a conservative risk
profile. The collective funds are primarily invested in bonds
and debt obligations issued by U.S. and foreign corporations
and the U.S. government.
- The AET Equity Index I (Large Cap Blend) is authorized to
invest primarily in common stocks, short-term money market
instruments and stock index futures contracts. The fund's goal
is to achieve a rate of return as close as possible to the
return on the S&P 500 Index by investing primarily in some or
all of the securities upon which the index is based.
- Davis New York Venture Fund (Large Cap Value) is authorized to
invest primarily in equities issued by companies with market
capitalizations of at least $10 billion, though it may also
hold securities of smaller companies.
- Neuberger Berman Genesis Trust (Small Cap Value) is authorized
to invest primarily in common stocks of companies with small
market capitalization (up to $1.5 billion at time of
purchase).
- AET Emerging Growth II (Small Cap Growth) is authorized to
invest primarily in equity securities of companies determined
to have the potential for above average earnings growth,
convertible securities, money market securities and stock
index futures contracts.
- Janus Worldwide (Global) is authorized to invest primarily in
common stocks of foreign and domestic companies of issuers
from at least five different countries, including the United
States. The fund may at times invest in fewer than five
countries or even a single country.
The Plan Administrator may delegate the management of the Plan's assets
to another investment manager if it deems it advisable in the future.
Funds temporarily awaiting investment are placed in a short-term
investment fund of the Trustee where they earn the prevailing market
rate of interest.
5
Investments:
- Investments consisting of common shares in Dover Corporation
are valued at the closing market price on the last business
day of the Plan year based on quotations from national
securities exchanges. Investments in registered mutual and
collective funds are carried at the fair value of their
underlying assets as of the last business day of the Plan year
as determined by their respective investment managers.
- Participant loans receivable are valued at cost, which
approximates fair value.
- Purchases and sales of investment securities are reflected on
a trade-date basis. Gains and losses on sales of investment
securities are determined on the average cost method.
- Dividend income is recorded on the ex-dividend date. Interest
income from other investments is recorded as earned.
- The Plan presents in the Statement of Changes in Net Assets
Available for Benefits, the net appreciation (depreciation) in
the fair value of its investments which consists of the
realized gains or losses and the unrealized appreciation
(depreciation) on those investments.
Use of Estimates in the Preparation of Financial Statements:
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimate and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Risks and Uncertainties:
The Plan provides for various investment options in any combination of
stocks, bonds, mutual funds and other investment securities. Investment
securities are exposed to various risks, such as interest rate, market
and credit. Due to the level of risk associated with certain investment
securities and the level of uncertainty related to changes in the value
of investment securities, it is at least reasonably possible that
changes in risks in the near term would materially affect participants'
account balances and the amounts reported in the Statement of Net
Assets Available for Benefits and the Statement of Changes in Net
Assets Available for Benefits.
Payment of Benefits:
Benefits are recorded when paid.
(2) The Plan
The following description of the Plan provides only general
information. The provisions of the Plan are governed in all respects by
the detailed terms and conditions contained in the Plan itself.
6
The Plan is a defined contribution plan established to encourage and
facilitate retirement savings and investment by eligible employees of
Dover Corporation and its subsidiaries ("Dover").
Effective as of May 1, 2002, the assets of the Plan that were invested
in Dover Corporation stock were transferred to a separate account
(Dover ESOP Stock Account), which constitutes an "Employee Stock
Ownership Plan" (the "ESOP") under the Internal Revenue Code. The
purpose of the transfer was to allow Plan participants the option to
receive dividends in cash with respect to the stock held in the Dover
ESOP Stock Account, which then allows Dover Corporation to deduct for
Federal income tax purposes the dividends that are paid with respect
to the stock in such account, regardless of whether participants
actually receive the dividends in cash. Stock acquired under the Plan
after April 30, 2002, will be held in a separate account (Dover Stock
Account) in the Plan that does not meet the ESOP requirements of the
Internal Revenue Code. Assets held in this separate account will be
transferred periodically to the Dover ESOP Stock Account.
Participating companies of Dover may participate in (i) the employee
salary contribution and matching contribution features of the Plan,
(ii) the profit-sharing contribution feature of the Plan, or (iii)
both. Generally, all employees of such participating units who have
reached age 21 and completed one year of service are eligible to
participate in the Plan, except in the case of certain participating
units whose employees are immediately eligible to join the Plan after
attaining either age 18 or age 21. Employee salary contributions to the
Plan are voluntary. Generally, a participant may elect to exclude from
1% to 50% in whole percentages of his or her compensation (the
"Deferred Amount") from current taxable income through contributions to
the Plan.
The amount contributed is subject to applicable Internal Revenue Code
limits, and the percentage of compensation contributed by highly
compensated employees may be further limited to enable the Plan to
satisfy nondiscrimination requirements. In addition, the Internal
Revenue Code limits to $200,000 (as adjusted for future statutory
changes) as the amount of compensation that may be taken into account
under the Plan. Most Dover companies make matching contributions to
the Plan equal to a percentage of the first 6% of such participants'
compensation contributed to the Plan (the "Employer Matching
Contribution"). At the discretion of an Employer's board of directors,
an additional year-end Employer Matching Contribution may be made to
the Plan on behalf of participants employed on the last day of the
year. Basic and year-end matching contributions are subject to an
aggregate limit on such contributions of 200% of the first 6% of each
participant's compensation contributed to the Plan. All
Employer-Matching contributions are initially invested in the Dover
Stock Account. Participants are fully vested with respect to their
salary contributions and Employer Matching Contributions, except for
certain participating units whose employees are immediately eligible to
join the Plan, in which case Employer Matching Contributions may be
subject to a one year of service vesting requirement.
In any Plan year in which a participant does not receive the maximum
Employer Matching Contributions to which they are entitled, (due to
periodic payroll - based limitations), the Employer will make a
"true-up" or a year-end additional Employer Matching Contribution. To
be entitled to a true-up contribution a participant must either be an
active employee as
7
of December 31 of the Plan year or his or her employment must have
terminated during the Plan year due to death, permanent disability or
retirement.
An Employer may elect to make profit sharing contributions for a Plan
year with respect to its employees who have satisfied the age and
service requirements described above. Such contributions are allocated
in proportion to the compensation of Participants who are employed by
that Employer and are employees on the last day of the Plan year. A
participant's profit-sharing account vests at the rate of 20% per year
of service (except in the case of certain Employers, whose employees'
profit-sharing contribution accounts are immediately vested). A
participant's profit-sharing account becomes fully vested after five
years, upon the attainment of age 65 while a Dover employee, in the
event of his or her death or permanent disability while a Dover
employee, or in the event the Plan is terminated.
A participant's vested account balance in the Plan is distributable
following the Participant's retirement, death, or other termination of
employment.
At December 31, 2002 and 2001, the forfeited nonvested accounts that
were unallocated to participants totaled $322,928 and $280,862,
respectively. These accounts will be used to reduce future Employer
contributions.
The Plan allows installment distribution payments in the case of fully
vested participants who have attained age 55. The Plan does not permit
withdrawals during a participant's active employment.
A participant may apply for a loan at any time. A maximum of three
loans per participant may be outstanding at any one time. Loans are
repaid in equal installments through payroll deductions over a maximum
of 30 years (for a principal residence loan) and a minimum of 1 year.
The minimum a participant may borrow is $1,000, and the maximum amount
is determined by the balance in the participant's vested account as of
the Plan's valuation date preceding the loan request, in accordance
with Department of Labor regulations, per the following schedule:
Vested Account Balance Allowable Loan
---------------------- --------------
less than or equal to $100,000 up to 50% of Vested Account Balance
more than $100,000 $50,000
In addition, no loan may be granted which exceeds $50,000 reduced by
the highest outstanding balance of the participant. Current outstanding
loans bear interest from 4.25% to 14.49%.
Each participant has the right to direct the entire amount of his or
her Plan account to be invested in one or more of the available
investment funds in multiples of five percent. Each participant has the
right during any business day to transfer all or any portion of the
amount in his or her account (including the amount attributable to
Employer Matching Contributions) among the investment funds.
Participants are restricted from transferring all or a portion of their
Plan accounts into the Dover ESOP Stock Account.
8
Each Participant has the right to roll over into the Plan distributions
from other qualified plans or conduit IRA's.
(3) Investments
The following investments represent 5 percent or more of the Plan's net
assets.
December 31,
-----------------------------------
2002 2001
-----------------------------------
Dover Corporation Common Stock Account * $ 144,265,386 $ 183,863,958
Dover Income Fund * 91,268,274 83,788,435
AXP New Dimensions Fund * 54,851,453 74,299,493
AXP Stock Fund * 35,410,535 46,951,114
* See item Summary of Significant Accounting Policies for descriptions of the
above investments.
The Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) depreciated in value
as follows:
December 31,
----------------------------------
2002 2001
----------------------------------
Dover Corporation Common Stock Fund $ (38,281,083) $ (16,520,161)
Mutual Funds (39,660,384) (35,105,139)
Collective Funds (1,419,293) 2,370,830
----------------------------------
$ (79,360,760) $ (49,254,470)
===================================
(4) Related-Party Transactions
Certain Plan investments are shares of mutual funds managed by American
Express Trust Company. American Express Trust Company is the trustee
as defined by the Plan and, therefore, these transactions qualify as
party-in-interest transactions.
(5) Federal Income Taxes
Dover Corporation has previously received a tax qualification letter
dated June 6,1997 from the Internal Revenue Service stating that the
Plan qualifies under the provisions of Section 401 of the Internal
Revenue Code, and that its related trust is exempt from Federal income
taxes. The Plan has been amended since receiving the determination
letter and a request for an updated determination letter is pending
before the Internal Revenue Service. Dover Corporation and the Plan's
tax counsel believe that the Plan is designed and is currently being
operated in compliance with the applicable provisions of the Internal
Revenue Code.
9
(6) Plan Termination
Although it has not expressed any intent to do so, Dover Corporation
has the right under the Plan to discontinue all contributions at any
time and to terminate the Plan, subject to the provisions of the Plan
and the Internal Revenue Code. In the event of termination,
participants will become 100% vested in their accounts.
(7) Plan Mergers
All of the following mergers and those described under Note 8
"Subsequent Events" involve companies, which are indirect, wholly -
owned subsidiaries of Dover Corporation.
On January 1, 2002 assets amounting to $2,208,821 were merged into the
Plan from the Hydro-Cam Engineering Company Profit Sharing Plan and
Trust. Hydro-Cam employees began participating in the Plan on January
1, 2002.
On March 1, 2002 assets amounting to $1,358,745 were merged into the
Plan from the Hydro Systems Company Retirement Savings Plan. Hydro
Systems employees began participating in the Plan on March 1, 2002.
On March 1, 2002 assets amounting to $161,371 were merged into the Plan
from the Colgate South Salary Savings Plan, which was sponsored by
Kurz-Kasch, Inc. Colgate South employees began participating in the
Plan on January 1, 2002.
On March 15, 2002 assets amounting to $11,871,647 were merged into the
Plan from the Vectron Laboratories Inc. Profit Sharing Plan and Trust.
Vectron International Norwalk employees were already participating in
the Plan by making salary deferrals under the Plan's 401(k) feature.
On May 1, 2002 assets amounting to $3,765,847 were merged into the Plan
from the Kurz-Kasch, Inc. Second Amended and Restated Profit-Sharing
Plan Effective 1/1/89. Kurz-Kasch employees began participating in the
Plan on January 1, 2002.
On May 15, 2002 assets amounting to $943,208 were merged into the Plan
from the CPI Products Inc. Employees 401(k) Profit Sharing Plan. CPI
employees began participating in the Plan on May 15, 2002.
On January 1, 2001 assets amounting to $15,799,173 were merged into the
Plan from the Crenlo, Inc. Salaried Employees Profit Sharing and 401(k)
Plan. Crenlo employees began participating in the Plan on September 1,
2000.
On January 1, 2001 assets amounting to $388,752 were merged into the
Plan from the Cook Manley Profit Sharing Plan. Cook Manley employees
began participating in the Plan on January 1, 2001.
On January 1, 2001 assets amounting to $2,041,765 were merged into the
Plan from the TNI, Inc. Profit Sharing Plan. DT Magnetics, Inc. -
Raleigh Division (formerly TNI, Inc.) employees began participating in
the Plan on January 1, 2001.
10
On January 1, 2001 assets amounting to $246,734 were merged into the
Plan from the Provacon 401(k) Retirement Plan. Provacon employees began
participating in the Plan on October 1, 2000.
On January 1, 2001 assets amounting to $180,082 were merged into the
Plan from the C&H Manufacturing, Inc. 401(k) Plan. C&H Manufacturing
employees began participating in the Plan on January 1, 2001.
On February 1, 2001 assets amounting to $3,800,331 were merged into the
Plan from the Preco Turbine & Compressor Services, Inc. Profit Sharing
Plan. Preco Turbine employees began participating in the Plan on
January 1, 2001.
On June 1, 2001 assets amounting to $863,227 were merged into the Plan
from the Cinox Corporation 401(k) Plan. The Cinox facility is now part
of Vectron International Norwalk, Inc. The Cinox Facility employees
began participating in the Plan on December 1, 2000.
On September 1, 2001 assets amounting to $1,743,315 were merged into
the Plan from the GFS Manufacturing Company, Inc. 401(k) Plan. DT
Magnetics, Inc. - New Hampshire Division (formerly GFS Manufacturing
Company Inc.) employees began participating in the Plan on September 1,
2001.
On October 1, 2001 assets amounting to $2,022,793 were merged into the
Plan from the Hydromotion, Inc. 401(k) Pension Plan. Hydromotion, Inc.
employees began participating in the Plan on October 1, 2001.
(8) Subsequent Events
On April 1, 2003, assets amounting to $79,587,404 were merged into the
Plan from the Universal Instruments Corporation Profit Sharing Plan.
Universal employees were already participating in the Dover Corporation
Retirement Savings Plan under the salary deferral and matching
contribution features.
On May 1, 2003, assets amounting to $1,245,690 were merged into the
Plan from the Somero Enterprises, Inc. 401(k) Plan. Somero employees
began participating in the Plan on May 1, 2003.
11
DOVER CORPORATION RETIREMENT SAVINGS PLAN
SCHEDULE 1 - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2002
(a) (b) (c) (d) (e)
Identity of issuer, borrower Description of investment, including maturity date,
Lessor or similar party rate of interest, collateral par or maturity value Cost Fair Value
* Dover Corporation Common Stock
Account, 4,538,917 shares Common Stock Fund $ 164,789,424 $ 144,265,386
* AXP Stock Fund Mutual Funds 58,441,062 35,410,535
* AXP New Dimensions Fund Mutual Funds 85,218,762 54,851,453
* Templeton Foreign Fund Mutual Funds 8,878,046 7,474,479
* Aim Constellation Fund Mutual Funds 31,247,458 16,969,164
* AXP Mutual Fund Y Mutual Funds 18,472,125 12,311,082
* Davis New York Venture Fund Mutual Funds 6,512,281 5,505,283
* Neuberger Berman Genesis Trust Mutual Funds 14,924,787 14,004,645
* Janus Worldwide Mutual Funds 4,014,416 3,009,319
* Pimco Total Return Fund Mutual Funds 10,462,110 10,559,133
* Dover Income Fund Collective Funds 84,658,249 91,268,275
* American Express Trust Long-Term
Horizon Fund Collective Funds 12,096,579 9,726,401
* American Express Trust Medium-Term
Horizon Fund Collective Funds 8,408,664 7,833,108
* American Express Trust Short-Term
Horizon Fund Collective Funds 4,786,993 4,761,646
* AET Equity Index I Collective Funds 5,788,050 4,588,599
* AET Emerging Growth II Collective Funds 2,870,534 2,531,828
* Loan Fund, Interest rate varies from
4.25% to 14.49% maturity dates vary Loans 21,476,960 21,427,588
from 1/1/2003 to 6/22/2032
* Denotes party-in-interest
12
EXHIBIT INDEX
99.1 Certificate Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
section 906 of the Sarbanes-Oxley Act of 2002, signed and dated by
Thomas L. Reece and Robert G. Kuhbach as of June 18, 2003.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Plan Administrator has duly caused this annual report to be signed by
the undersigned hereunto duly authorized.
DOVER CORPORATION
RETIREMENT SAVINGS PLAN
Dated: June 18, 2003 By: /s/ Joseph Schmidt
------------------------------
Joseph Schmidt, Vice President
General Counsel, Secretary
and Member of the Pension
Committee (Plan Administrator)
14
...