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, 2001
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 Plan Benefits as of 2
December 31, 2001 and December 31, 2000
Statements of Changes in Net Assets Available for Plan Benefits 3
for the years ended December 31, 2001 and December 31, 2000
Notes to Financial Statements 4
Supplemental Schedule *:
Schedule 1 - Schedule of Assets 12
held for investment purposes as of
December 31, 2001.
* 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,
2001 and 2000, and the changes in net assets available for benefits for the
years ended December 31, 2001 and 2000 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 misstatement. 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
for Investment Purposes at the end of the year as of December 31, 2001, 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
May 28, 2002
-1-
DOVER CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2001 2000
-------------------------------------------------------------------------
ASSETS
Investments at fair value:
Dover Corporation Common Stock Fund $183,863,958 $207,103,734
Mutual Funds 182,059,337 205,567,780
Collective Funds 110,679,466 80,043,314
Participant Loans 20,741,201 21,672,886
Employee Contributions receivable 1,250,871 --
Employer Contributions receivable 8,946,455 --
------------ ------------
Total Assets 507,541,288 514,387,714
------------ ------------
Net assets available
------------ ------------
for benefits $507,541,288 $514,387,714
============ ============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
-2-
DOVER CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2001 2000
-----------------------------------------------------------------------------
Investment Income:
Interest $ 1,959,084 $ 1,216,211
Dividends 3,827,552 24,911,730
Net depreciation
in fair value of investments (49,254,470) (59,860,954)
------------- -------------
(43,467,834) (33,733,013)
------------- -------------
Contributions:
Employees 41,748,031 30,645,407
Employers 19,595,259 15,789,580
------------- -------------
61,343,290 46,434,987
------------- -------------
Plan Mergers 27,418,119 19,831,150
Rollovers 1,471,377 1,887,394
Distributions (53,611,378) (41,013,795)
------------- -------------
Decrease in net assets
available for plan benefits (6,846,426) (6,593,277)
Net assets available for benefits
Beginning of period 514,387,714 520,980,991
------------- -------------
------------- -------------
End of period $ 507,541,288 $ 514,387,714
============= =============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
-3-
(1) Summary of Significant Accounting Policies
(a) Basis of Presentation
The accompanying statements prepared on the accrual basis of
accounting, present the net assets available for benefits and
changes in net assets available for benefits for the Dover
Corporation Retirement Savings Plan (the "Plan").
(b) 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 Corporation Pooled Stock Account (Stock Fund) is
authorized to invest primarily in Dover Corporation common
stock and contains a nominal balance in money market funds
for liquidity purposes.
- 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. The Dover Income Fund accepts
Guaranteed Income Contracts from plan mergers. When the
contracts come due the value is invested into the American
Express ("AXP") Income fund II.
- The AXP Stock Fund (Equity Fund) is authorized to invest
mainly in U.S. common stocks and bonds.
- The AXP Mutual Fund (Balanced Fund) is authorized to invest
mainly in common and preferred stocks and bonds while it
also makes investments in securities of foreign issuers,
cash, short-term corporate notes and repurchase agreements,
and stock index futures contracts and options.
- The AXP New Dimensions Fund (Growth Fund) is authorized to
invest mainly in U.S. common stocks and may also invest in
securities of foreign issuers, cash, short-term corporate
notes and repurchase agreements, and stock index futures
contracts and options.
- 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.
-4-
- 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, and debt obligations issued by U.S. and
foreign corporations and the U.S. government, common stock,
and stock index futures contracts.
- 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 (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.
(c) Subsequent Additions to Investment Funds
Effective March 1, 2002, the Plan added one new investment fund
option to further diversify the types of funds in which
Participants can elect to allocate their salary deferrals and
employer contributions. This fund is as follows:
- 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.
-5-
(d) 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. Income
from other investments is recorded as earned.
(e) Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates 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.
(f) 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.
(g) Payment of Benefits
Benefits are recorded when paid.
(h) Other
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.
-6-
(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.
The Plan is a defined contribution plan established to encourage and
facilitate systematic retirement savings and investment by eligible
employees of Dover Corporation and its subsidiaries ("Dover").
Participating units of Dover may participate in (i) the salary reduction
and matching contribution portions of the Plan, (ii) the profit-sharing
contribution portion 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 age 18 or age 21. Salary
reduction contributions to the Plan are voluntary. Generally, a
Participant may elect to exclude from 1% to 18% in whole percentages of
his or her compensation (the "Deferred Amount") from current taxable
income by contributing it 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 $170,000 ($200,000 in 2002 and thereafter as adjusted for
further statutory changes) the amount of compensation that may be taken
into account under the Plan. Most participating Dover units ("Employers")
made contributions to the Plan on behalf of the Participants employed by
it equal to a percentage of the first 6% of earnings included in the
Deferred Amount (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 additional matching
contributions are subject to an aggregate limit on such contributions of
200% of the first 6% of compensation included in the Deferred Amount. All
employer-matching contributions are initially invested in the Dover Stock
Fund. Participants are fully vested with respect to amounts attributable
to their salary reduction amounts and matching contributions, except for
certain participating units whose employees are immediately eligible, in
which case Employer Matching Contributions may be subject to a one year
of service vesting requirement.
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 an employee, in the event of
his or her death or permanent disability while an employee, or in the
event of a Plan termination.
-7-
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, 2001 and 2000, the forfeited nonvested accounts that were
unallocated to Participants totaled $280,862 and $222,597 respectively.
These accounts will be used to reduce future employer contributions.
Also, in 2001 and 2000 employer contributions were reduced by $186,000
and $86,000 from forfeited nonvested accounts.
On October 1, 1995 the Plan was amended to allow for 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 career, other than certain required distributions
payable to terminated participants who have attained age 70-1/2.
A Participant who has been active in the Plan for at least twelve months
may request a loan from the Plan except that Participants who have made
rollovers into the Plan may request a loan without meeting the 12 month
requirement. 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 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
Valuation Date preceding the loan request in accordance with Department
of Labor Regulations, as 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
Loans are available for the acquisition of a home, medical expenses,
education expenses, or other purposes approved by the Plan Administrator.
Current outstanding loans bear interest from 4.75% to 11.5%.
Each Participant has the right to direct the entire amount of the
Deferred Amount being allocated to his or her Savings Account during a
Plan Year 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 move all or any portion of the amount in his or her
account (including the amount attributable to Employer Matching
Contributions) among the investment funds.
Each Participant has the right to rollover into the plan distributions
from other qualified plans or conduit IRA's.
(3) Investments
The following presents investments that represent 5 percent or more of
the Plan's net assets.
-8-
December 31
------------------------------
2001 2000
------------------------------
Dover Corporation Common Stock Fund
4,555,541 and 4,701,568 shares respectively $183,863,958 $207,103,734
Dover Income Fund *
7,934,599 shares 83,788,435
AXP New Dimensions Fund
3,021,603 and 3,046,257 shares respectively 74,299,493 88,437,372
AXP Stock Fund
2,443,294 and 2,686,673 shares respectively 46,951,114 60,279,404
AIM Constellation Fund
1,048,751 and 1,056,434 shares respectively 23,194,912 30,387,160
American Express Trust Income Fund II *
2,981,271 shares 61,526,800
* See item (1)(b) for description of the Dover Income Fund for additional
information.
During 2001, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) depreciated in value by
$49,254,470 as follows:
Dover Corporation Common Stock Fund $(16,520,161)
Mutual Funds (35,105,139)
Collective Funds 2,370,830
------------
($49,254,470)
============
(4) Federal Income Taxes
The Plan Administrator has received a tax qualification letter from the
Internal Revenue Service stating that the Plan qualifies under the
provisions of Section 401 in 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. However, the Plan
Administrator 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.
(5) Plan Termination
Although it has not expressed any intent to do so, Dover has the right
under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
termination, Participants will become 100% vested in their accounts.
(6) Plan Mergers
All of the following mergers and those described under Note 7 "Subsequent
Events" involve companies which are indirect wholly owned subsidiaries of
Dover Corporation.
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.
-9-
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.
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.
On April 1, 2000 assets amounting to $598,068 were merged into the Plan
from the Robohand, Inc. 401(k) New Comparability Profit Sharing Plan.
Robohand, Inc. employees began participating in the Plan on July 1, 1998.
On October 1, 2000 assets amounting to $1,121,716 were merged into the
Plan from the Arcom Wireless, Inc. 401(k) Savings Plan. Arcom Wireless,
Inc. employees began participating in the Plan on October 1, 2000.
On October 1, 2000 assets amounting to $16,746,300 were merged into the
Plan from the Quadrant 401(k) Employees Investment Retirement Trust,
which is sponsored by Vectron International, Inc. Vectron International,
Inc. employees began participating in the Plan on October 1, 2000.
On December 1, 2000 assets amounting to $357,256 were merged into the
Plan from the EOA Systems, Inc. 401(k) Retirement Plan. EOA Systems
employees began participating in the Plan on July 1, 2000.
-10-
(7) Subsequent Events
Effective as of May 1, 2002, the assets of the plan that are invested in
Dover stock will be transferred to a separate account, which constitutes
an "Employee Stock Ownership Plan" (the "ESOP") under the Internal
Revenue Code. The purpose of the transfer is to allow plan participants
to elect to receive in cash any dividends received by the Plan with
respect to the stock held in the ESOP account, which will then allow
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 elect to receive the dividends in cash. Stock
acquired under the plan after April 30, 2002, will be held in a separate
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 ESOP account.
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 $1,359,826 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 is sponsored by
Kurz-Kasch, Inc. Colgate South employees began participating in the Plan
on January 1, 2002.
On March 15, 2002 assets amounting to $11,904,264 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 $3,839,781 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 $985,490 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.
-11-
Dover Corporation Retirement Savings Plan
Schedule 1 - Schedule of Assets Held for Investment Purposes
As of December 31, 2001
(a) (b) (c) (d)
Identity of issuer, borrower Description of investment, including maturity date, rate of Fair Value
Lessor or similar party interest, collateral par or maturity value
Common Stock Fund:
* American Express Trust Dover Corporation Common Stock Fund, 4,555,541 shares 183,863,958
Mutual Funds:
* American Express Trust AXP Stock Fund, 2,443,294 shares 46,951,114
* American Express Trust AXP New Dimensions Fund, 3,021,603 shares 74,299,493
* American Express Trust Templeton Foreign Fund, 780,233 shares 7,219,393
* American Express Trust Aim Constellation Fund, 1,048,751 shares 23,194,912
* American Express Trust AXP Mutual Fund Y, 1,604,897 shares 15,177,440
* American Express Trust Davis New York Venture Fund, 171,145 shares 4,374,411
* American Express Trust Neuberger Berman Genesis Trust, 264,457 shares 7,711,444
* American Express Trust Janus Worldwide, 71,436 shares 3,131,130
Collective Funds:
* American Express Trust Dover Income Fund, 7,934,599 shares 83,788,435
* American Express Trust American Express Trust Long-Term Horizon, 465,638 shares 10,639,213
* American Express Trust American Express Trust Medium-Term Horizon, 315,280 shares 6,894,968
* American Express Trust American Express Trust Short-Term Horizon, 283,776 shares 5,134,837
* American Express Trust Equity Index I, 70,511 shares 2,383,007
* American Express Trust Emerging Growth II, 103,847 shares 1,839,006
Loans:
* Plan Participant Loan Fund, Interest rate varies from 4.75% to 11.5% 20,741,201
*Denotes party-in-interest
-12-
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 13, 2002 By: /s/ Robert G. Kuhbach
-----------------------
Robert G. Kuhbach, Vice
President and Secretary
and Member of the Pension
Committee (Plan Administrator)