DOVER Corp — Major Shareholding Notification 2009

Feb 13, 2009

SC 13G/A 1 dover13ga_16300.htm AMENDMENT #4 TO SCHEDULE 13G - DOVER CORP. www.eXFILE.com 888.775-4789 -- GE ASSET MANAGEMENT 13GA

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 4) 1

Dover Corp.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

260003108

(CUSIP Number )

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

o Rule 13d-1(c)

o Rule 13d-1(d)

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1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).

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CUSIP No. 260003108 Page 2 of 8 Pages

| 1. NAMES
OF REPORTING PERSONS. I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY). Trustees of General Electric
Pension Trust I.R.S. #
14-6015763 | |
| --- | --- |
| 2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | |
| 3. SEC
USE ONLY | |
| 4. CITIZENSHIP
OR PLACE OF ORGANIZATION State of New York | |
| NUMBER
OF SHARES
BENE- FICIALLY OWNED
BY EACH REPORTING PERSON
WITH: | 5. SOLE
VOTING POWER None |
| | 6. SHARED
VOTING POWER 700,856 |
| | 7. SOLE
DISPOSITIVE POWER. None |
| | 8. SHARED
DISPOSITIVE POWER. 700,856 |
| 9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 700,856 | |
| 10. CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o | |
| 11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.38%
(2.17% if aggregated with the shares beneficially owned by the other
Reporting Persons (as defined in the Introductory Note)) 2 | |
| 12. TYPE
OF REPORTING PERSON EP | |

*SEE INSTRUCTIONS BEFORE FILLING OUT

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2 This percentage is based on 185,964,846 shares of Common Stock outstanding as of October 22, 2008, as set forth in the Issuer's Form 10-Q for the quarterly period ended September 30, 2008.

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CUSIP No. 260003108 Page 3 of 8 Pages

| 1. NAMES
OF REPORTING PERSONS. I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY). GE
Asset Management Incorporated, as Investment Manager of GEPT (as defined
below) and as Investment Adviser to certain other entities and
accounts I.R.S.

06-1238874 | |

| --- | --- |
| 2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | |
| 3. SEC
USE ONLY | |
| 4. CITIZENSHIP
OR PLACE OF ORGANIZATION State of Delaware | |
| NUMBER
OF SHARES
BENE- FICIALLY OWNED
BY EACH REPORTING PERSON
WITH: | 5. SOLE
VOTING POWER 3,331,889 |
| | 6. SHARED
VOTING POWER 700,856 |
| | 7. SOLE
DISPOSITIVE POWER. 3,331,889 |
| | 8. SHARED
DISPOSITIVE POWER. 700,856 |
| 9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,032,745 | |
| 10. CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o | |
| 11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.17% 3 | |
| 12. TYPE
OF REPORTING PERSON IA,
CO | |

*SEE INSTRUCTIONS BEFORE FILLING OUT

---

3 This percentage is based on 185,964,846 shares of Common Stock outstanding as of October 22, 2008, as set forth in the Issuer's Form 10-Q for the quarterly period ended September 30, 2008.

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CUSIP No. 260003108 Page 4 of 8 Pages

| 1. NAMES
OF REPORTING PERSONS. I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY). General
Electric Company I.R.S.

14-0689340 | |

| --- | --- |
| 2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | |
| 3. SEC
USE ONLY | |
| 4. CITIZENSHIP
OR PLACE OF ORGANIZATION State of New York | |
| NUMBER
OF SHARES
BENE- FICIALLY OWNED
BY EACH REPORTING PERSON
WITH: | 5. SOLE
VOTING POWER None |
| | 6. SHARED
VOTING POWER Disclaimed
(see 9 below) |
| | 7. SOLE
DISPOSITIVE POWER. None |
| | 8. SHARED
DISPOSITIVE POWER. Disclaimed
(see 9 below) |
| 9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Beneficial ownership of all
shares disclaimed by General Electric Company | |
| 10. CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) x Disclaimed
(see 9 above) | |
| 11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Not
Applicable (see 9 above) | |
| 12. TYPE
OF REPORTING PERSON CO | |

*SEE INSTRUCTIONS BEFORE FILLING OUT

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INTRODUCTORY NOTE: This Amendment No. 4 amends the Statement on Schedule 13G filed on behalf of General Electric Company, a New York corporation ("GE"), GE Asset Management Incorporated, a Delaware corporation and a wholly owned subsidiary of GE ("GEAM") and the Trustees of General Electric Pension Trust, a New York common law trust ("GEPT"), on February 14, 2005, as amended on February 14, 2006, as amended on February 12, 2007 and as amended on February 13, 2008 (as amended, the "Schedule 13G"). This Amendment No. 4 is filed on behalf of GE, GEAM and GEPT (collectively, the “Reporting Persons”). GEAM is a registered investment adviser and acts as Investment Manager of GEPT and as Investment Adviser to certain other entities and accounts. GEAM may be deemed to be the beneficial owner of 2,980,117 shares of Common Stock of Dover Corp. (the "Issuer") owned by GEPT and of 7,444,342 shares of Common Stock of the Issuer owned by such other entities and accounts. GEAM and GEPT each expressly disclaim that they are members of a "group." GE disclaims beneficial ownership of all shares and expressly disclaims that it is a member of a "group."

The Items of the Schedule 13G are hereby amended to read as follows:

Item 4 Ownership

	GEPT	GEAM	GE
(a)
Amount beneficially owned	700,856	4,032,745	Disclaimed
(b)
Percent of class	0.38%	2.17%	Disclaimed
(c)
No. of shares to which person has
(i)
sole power to vote or direct the vote	None	3,331,889	None
(ii)
shared power to vote or direct the vote	700,856	700,856	Disclaimed
(iii)
sole power to dispose or to direct disposition	None	3,331,889	None
(iv)
shared power to dispose or to direct disposition	700,856	700,856	Disclaimed

Item 5 Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x .

Item 10 Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2009

GENERAL ELECTRIC PENSION TRUST

By: GE Asset Management Incorporated, its Investment Manager

By: /s/ Michael M. Pastore

Name: Michael M. Pastore

Title: Senior Vice President - Deputy Gen. Counsel & Asst. Secretary

GE ASSET MANAGEMENT INCORPORATED

By: /s/ Michael M. Pastore

Name: Michael M. Pastore

Title: Senior Vice President - Deputy Gen. Counsel & Asst. Secretary

GENERAL ELECTRIC COMPANY

By: /s/ James W. Ireland III

Name: James W. Ireland III

Title: Vice President

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Schedule I

JOINT FILING AGREEMENT

This will confirm the agreement by and between all the undersigned that the Schedule 13G on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of shares of the Common Stock of Dover Corp. is being filed on behalf of each of the undersigned.

Dated: February 13, 2009

GENERAL ELECTRIC PENSION TRUST

By: GE Asset Management Incorporated, its Investment Manager

By: /s/ Michael M. Pastore

Name: Michael M. Pastore

Title: Senior Vice President - Deputy Gen. Counsel & Asst. Secretary

GE ASSET MANAGEMENT INCORPORATED

By: /s/ Michael M. Pastore

Name: Michael M. Pastore

Title: Senior Vice President - Deputy Gen. Counsel & Asst. Secretary

GENERAL ELECTRIC COMPANY

By: /s/ James W. Ireland III

Name: James W. Ireland III

Title: Vice President

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Schedule II

TRUSTEES OF GENERAL ELECTRIC PENSION TRUST

3001 Summer Street, P.O. Box 7900

Stamford, Connecticut 06904

The names of the Trustees of General Electric Pension Trust are as follows:

Jay W. Ireland, III

Daniel O. Colao

Paul M. Colonna

Michael T. Cosgrove

Kathryn D. Karlic

Ralph R. Layman

Matthew J. Simpson

Judith A. Studer

Donald W. Torey

John J. Walker

David W. Wiederecht

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