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)
_________________________
 
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
__________________________
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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