-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CzPbb3YpGV1wk11TvX0tDpzFAxaev3vmVBEV/snTNMme9gPykL6IfdtSyMhWui0n z+BlV7jfXHurug5TdB7PSQ== 0000025445-96-000007.txt : 19960629 0000025445-96-000007.hdr.sgml : 19960629 ACCESSION NUMBER: 0000025445-96-000007 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960627 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRANE CO /DE/ CENTRAL INDEX KEY: 0000025445 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-LUMBER, PLYWOOD, MILLWORK & WOOD PANELS [5031] IRS NUMBER: 131952290 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01657 FILM NUMBER: 96587215 BUSINESS ADDRESS: STREET 1: 100 FIRST STAMFORD PLACE CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2033637300 11-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15 (d) of the Securities and Exchange Act of 1934 For the fiscal year ended December 31, 1995 A. Full title of the plan and the address of the plan if different from that of the issuer named below: AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: CRANE CO. 100 First Stamford Place Stamford, Connecticut 06902 AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN TABLE OF CONTENTS Page INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS Statements of Net Assets Available for Benefits as of December 31, 1995 and 1994 2 Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 1995 and 1994 3 Notes to Financial Statements 4 SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1995 AND FOR THE YEAR THEN ENDED Item 27a - Schedule of Assets Held for Investment Purposes Item 27d - Schedule of Reportable Transactions INDEPENDENT AUDITORS' REPORT Amended and Restated Crane Co. Savings and Investment Plan: We have audited the accompanying statements of net assets available for benefits of the Amended and Restated Crane Co. Savings and Investment Plan (the "Plan") as of December 31, 1995 and 1994, and the related statements of changes in net assets available for benefits for the years then ended. 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 in accordance with generally accepted auditing standards. Those standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1995 and 1994, and the changes in its net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of (1) assets held for investment purposes as of December 31, 1995 and (2) reportable transactions for the year ended December 31, 1995 are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employment Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 1995 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic 1995 financial statements taken as a whole. Deloitte & Touche LLP Stamford, Connecticut May 24, 1996 AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1995 AND 1994
__ 1995 1994 _ ASSETS INVESTMENTS, AT FAIR VALUE: Vanguard Money Market Reserves - Prime Portfolio $ 8,548,608 $ 4,214,832 Vanguard Fixed Rate GIC Trusts 11,522,986 10,841,906 Windsor II - A Vanguard Fund 21,236,725 14,338,340 Crane Co. Stock Fund 34,923,023 23,687,120 Medusa Stock Fund 1,162,257 1,186,251 Wellington Fund - A Vanguard Fund 6,571,404 3,706,417 Vanguard Morgan Growth Fund 3,612,514 1,906,568 Vanguard Fixed Income Securities Fund - Investment Grade Corporate Portfolio 1,383,513 960,061 Loan Fund 2,372,752 1,503,343 Total investments 91,333,782 62,344,838 RECEIVABLES: Company contributions (Crane Co. Stock Fund) 245,899 209,342 Employee contributions 593,081 496,019 Total receivables 838,980 705,361 Total assets 92,172,762 63,050,199 LIABILITIES Forfeitures due Crane Co. (Crane Co. Stock Fund) 4,689 10,149 NET ASSETS AVAILABLE FOR BENEFITS $ 92,168,073 $ 63,040,050
See notes to financial statements. AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
_ _ 1995 _ __ 1994 __ CONTRIBUTIONS: Employee $ 7,240,776 $ 6,121,906 Crane Co. (Crane Co. Stock Fund) 3,047,268 2,541,719 Total contributions 10,288,044 8,663,625 EARNINGS ON INVESTMENTS: Interest and dividends 3,804,814 2,553,081 Net appreciation(depreciation) in fair value of investments 15,226,700 (107,198) Total earnings on investments 19,031,514 2,445,883 DISTRIBUTIONS TO PARTICIPANTS (7,378,854) (4,922,453) ROLLOVERS AND TRANSFERS FROM OTHER PLANS 7,266,474 231,478 FORFEITURES (Crane Co. Stock Fund) (79,155) (33,415) NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 29,128,023 6,385,118 NET ASSETS AVAILABLE FOR BENEFITS - Beginning of year 63,040,050 56,654,932 NET ASSETS AVAILABLE FOR BENEFITS - End of year $92,168,073 $ 63,040,050
See notes to financial statements. AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN Notes to Financial Statements For the Years Ended December 31, 1995 and 1994 1. DESCRIPTION OF THE PLAN The following is a brief description of the Amended and Restated Crane Co. Savings and Investment Plan ("the Plan"). Participants should refer to the Plan agreement and amendments for more complete information. A. General The Plan is a defined contribution plan covering certain United States employees of Crane Co. and its subsidiaries (the "Company"). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). B. Administration of the Plan The authority to manage, control and interpret the Plan is vested in the Administrative Committee of the Company. The Committee, which is appointed by the Board of Directors of the Company, appoints the Plan Administrator and is the "named Fiduciary" within the meaning of the Employment Retirement Income Security Act of 1974 (the "Act"). C. Participation Subject to certain conditions, U.S. employees of Crane Co. and three of its subsidiaries, Huttig Sash & Door Company, UniDynamics Corporation, and effective January 1, 1995, Mark Controls Corporation, are eligible to participate in the Plan following completion of one year of service, as defined in the Plan document. D. Contributions and Funding Policy Participants may elect to contribute to the Plan from two to sixteen percent (up to 10% pre-tax) of their annual compensation (employees earning in excess of $66,000 are limited to 6% of pre-tax and/or after-tax contributions) to be invested in short-term, stock equity, bond, company stock or fixed income funds selected by the participant. The Company contributes on a matching basis an amount equal to 50%, of up to the first 6% of each participant's deferred savings, which is invested in Company common stock. In accordance with the Internal Revenue Code, participant pre- tax contributions could not exceed $9,240 in 1995. E. Expenses Administrative expenses of the Plan are paid by the Employer. In addition personnel and facilities of the Employer used by the Plan for its accounting and other activities are provided at no charge to the Plan. F. Vesting Employee contributions are 100 percent vested. Vesting for employer contributions are as follows: Years of Service Vested Interest Less than 1 year None 1 year but fewer than 2 20% 2 years but fewer than 3 40% 3 years but fewer than 4 60% 4 years but fewer than 5 80% 5 years or more 100% Participants whose employment terminates by reason of death, permanent disability or retirement are fully vested. Participants are fully vested upon the attainment of age sixty-five (65). G. Distributions A participant whose employment with the Company terminates can elect to receive all vested amounts, subject to applicable tax law. A participant may apply to the Administrative Committee for a distribution in cases of hardship. The Committee has the sole discretion to approve or disapprove hardship withdrawal requests, in accordance with the Internal Revenue Code. Any part of a participant's Company contribution portion which is not vested at the time of termination of employment is forfeited and used to reduce future Company contributions. H. Plan Termination The Company expects to continue the Plan indefinitely, but reserves the right to modify, suspend or terminate the Plan at any time, which includes the right to vary the amount of, or to terminate, the Company's contributions to the Plan. In the event of the Plan's termination or discontinuance of contributions thereunder, the interest of each participant in benefits accrued to such date, to the extent then funded, is fully vested and nonforfeitable. Subject to the requirements of the Internal Revenue Code, the Board of Directors shall thereupon direct either (i) that the Trustee continues to hold the accounts of participants in accordance with the provisions of the Plan without regard to such termination until all funds in such accounts have been distributed in accordance with such provisions, or (ii) that the Trustee immediately distribute to each participant all amounts then credited to their account as a lump sum. I. Tax Status The Plan received a determination letter dated March 3, 1995, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable sections of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statement. J. Rollovers and Transfers from Other Plans Rollovers and transfers from other qualified plans are accepted by the Crane Plan. Rollovers and transfers represent contributions of assets from other qualified plans of companies acquired by Crane Co. and participant account balances of new employees from other non-company qualified plans. K. Participant Loan Fund Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50 percent of their account balance. Loan transactions are treated as a transfer to (from) the investment fund from (to) the Participant Loan fund. Loan terms range from 1-5 years or up to 10 years for the purchase of a primary residence. The loans are secured by the balance in the participant's account and bear interest at a rate commensurate with local prevailing rates. Interest rates range from 6 percent to 10 percent. Principal and interest is paid ratably through monthly payroll deductions. 2. SUMMARY OF ACCOUNTING POLICIES The following is a summary of the significant accounting and reporting policies followed in preparation of the financial statements of the Amended and Restated Crane Co. Savings and Investment Plan. A. Investment Funds The Plan provides the following funds in which participants can elect to invest their Plan assets: Vanguard Money Market Reserves - Prime Portfolio - A diversified portfolio of money market instruments such as: domestic certificates of deposit and bankers' acceptances, commercial paper rated A1/P1 or better, U.S. Government Agency securities and repurchase agreements on such securities and up to 15% of net assets in Eurodollar certificates of deposit and Yankee obligations. Vanguard Fixed Rate GIC Trusts - Investments in guaranteed investment contracts issued annually by insurance companies rated A+ by A.M. Best Company. A new Trust is established for each subsequent year of contributions. Windsor II - A Vanguard Fund - A diversified portfolio of equity securities. Crane Co. Stock Fund - Investments in common stock of Crane Co. Medusa Stock Fund - This fund was established for the purpose of receiving the distribution of common shares of Medusa Corporation to all holders of record of Crane Co. common stock. This distribution occurred in October 1988. Participants were 100% vested in the shares of Medusa Corporation on the date they were allocated to their accounts. Participants may not direct future contributions into the Medusa Stock Fund or transfer investments into this fund from any other investment program. Participants may transfer all or part of their Medusa Stock Fund balance to any other investment option presently being offered. Wellington Fund - A Vanguard Fund - A diversified portfolio of equity and fixed income securities. Vanguard Morgan Growth Fund - A diversified portfolio of equity securities. Vanguard Fixed Income Securities Fund - Investment Grade Corporate Portfolio - A diversified portfolio of long-term investment-grade bonds. The fund's guidelines restrict investments to Corporate Bonds with credit ratings of A or higher, U.S. Government and agency securities, mortgage-backed securities and cash reserves. The Trustee may, at its discretion, keep any portion of the above- mentioned investment programs in cash or short-term commercial paper to accommodate withdrawals and administrative fees or deposit all or any part of such funds in a "General Account" pending further instruction by participants. B. Investment Valuation - Investments in funds listed on national securities exchanges are valued at the closing composite price published for the last business day of the year. Other funds are stated at fair value as determined by the trustee based on the quoted market price of the underlying securities. Guaranteed investment contracts are stated at contract value, which approximates market value. The individual investments each of whose fair value represented 5% or more of the Plan's net assets at year end are presented below:
1995 1994 Principal Principal Amount ($) Amount ($) or Shares/ Market or Shares\ Market /Units Value / Units Value Vanguard Money Market Reserves - Prime Portfolio 8,548,608 $ 8,548,608 4,214,832 $ 4,214,832 Windsor II - A Vanguard Fund 1,027,915 $21,236,725 906,343 $14,338,340 Vanguard Investment Contract Trust $11,522,986 $11,522,986 $7,484,597 $ 7,484,597 Vanguard GIC-I-93 Continental Assurance Co. 5.17% - 12/31/95 - - $3,357,309 $ 3,357,309 Vanguard Wellington Fund 268,989 $ 6,571,404 191,151 3,706,417 Crane Co. Stock Fund 1,417,906 $34,923,023 1,315,220 $23,687,120
C.Investment Transactions and Investment Income - Investment transactions are accounted for on the date purchases or sales are executed. Dividend income is accounted for on the ex-dividend date. Interest income is recorded on the accrual basis as earned. Total income of each fund is allocated monthly to participants' accounts within the fund based on the participants' relative beginning balance. In accordance with Department of Labor requirements, realized and unrealized gains and losses are determined based on the fair market value of assets at the beginning of the plan year. D.General - The financial statements are prepared in conformity with generally accepted accounting principles. These require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. 3. ALLOCATION OF NET ASSETS AVAILABLE FOR BENEFITS The following is a summary of the allocation by fund of net assets available for benefits at December 31, 1995 and 1994:
1995 1994 Vanguard Money Market Reserves - Prime Portfolio $ 8,529,154 $ 4,220,357 Vanguard Fixed Rate GIC Trusts 11,664,657 10,961,416 Windsor II - A Vanguard Fund 21,422,690 14,497,634 Crane Co. Stock Fund 35,277,254 23,978,483 Medusa Stock Fund 1,162,257 1,186,251 Wellington Fund - A Vanguard Fund 6,666,937 3,771,684 Vanguard Morgan Growth Fund 3,666,652 1,942,300 Vanguard Fixed Income Securities Fund - Investment Grade Corporate Portfolio 1,405,720 978,582 Loan Fund 2,372,752 1,503,343 $92,168,073 $63,040,050 4.INFORMATION RELATED TO CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS The changes in net assets available for benefits by fund for the years ended December 31, 1995 and 1994 were as follows: Employee Contributions: 1995 1994 Vanguard Money Market Reserves - Prime Portfolio $ 663,210 $ 547,485 Vanguard Fixed Rate GIC Trusts 1,540,338 1,394,120 Windsor II - A Vanguard Fund 2,047,056 1,856,302 Crane Co. Stock Fund 1,131,664 946,892 Medusa Stock Fund - - Wellington Fund - A Vanguard Fund 1,045,118 730,091 Vanguard Morgan Growth Fund 565,857 432,927 Vanguard Fixed Income Securities Fund - Investment Grade Corporate Portfolio 247,533 214,089 $7,240,776 $6,121,906 Interest and Dividends: 1995 1994 Vanguard Money Market Reserves - Prime Portfolio $ 461,266 $ 166,215 Vanguard Fixed Rate GIC Trusts 645,056 580,074 Windsor II - A Vanguard Fund 1,216,389 845,374 Crane Co. Stock Fund 657,339 607,533 Medusa Stock Fund 17,869 20,661 Wellington Fund - A Vanguard Fund 300,006 162,478 Vanguard Morgan Growth Fund 298,967 69,492 Vanguard Fixed Income Securities Fund - Investment Grade Corporate Portfolio 81,524 79,240 Loan Fund 126,398 22,014 $3,804,814 $2,553,081 Net Appreciation(Depreciation) in Fair Value of Investments: 1995 1994 Windsor II - A Vanguard Fund $ 4,445,173 $(1,013,640) Crane Co. Stock Fund 8,929,190 1,737,117 Medusa Stock Fund 86,825 (413,267) Wellington Fund - A Vanguard Fund 1,107,649 (182,375) Vanguard Morgan Growth Fund 473,407 (98,454) Vanguard Fixed Income Securities Fund - Investment Grade Corporate Portfolio 184,456 (136,759) $15,226,700 $ (107,198) Distributions to Participants: 1995 1994 Vanguard Money Market Reserves - Prime Portfolio $(1,422,772) $ (583,757) Vanguard Fixed Rate GIC Trusts (1,370,159) (1,036,877) Windsor II - A Vanguard Fund (1,412,296) (1,045,892) Crane Co. Stock Fund (2,440,357) (1,552,924) Medusa Stock Fund (106,419) (116,347) Wellington Fund - A Vanguard Fund(294,929) (304,434) Vanguard Morgan Growth Fund (117,684) (84,568) Vanguard Fixed Income Securities Fund - Investment Grade Corporate Portfolio (121,017) (141,772) Loan Fund (93,221) (55,882) $(7,378,854) $(4,922,453) Transfer From (To) Other Funds: 1995 1994 Vanguard Money Market Reserves - Prime Portfolio $(1,683,269) $ 366,294 Vanguard Fixed Rate GIC Trusts (93,015) (957,214) Windsor II - A Vanguard Fund 672,509 860,064 Crane Co. Stock Fund (190,068) (469,240) Medusa Stock Fund (5,415) (16,789) Wellington Fund - A Vanguard Fund 744,492 251,784 Vanguard Morgan Growth Fund 501,277 (8,732) Vanguard Fixed Income Securities Fund - Investment Grade Corporate Portfolio 53,489 (26,167) $ - $ - Rollovers and Transfers From Other Plans: 1995 1994 Vanguard Money Market Reserves - Prime Portfolio $6,482,990 $ 31,024 Vanguard Fixed Rate GIC Trusts 13,150 1,151 Windsor II - A Vanguard Fund 77,641 73,018 Crane Co. Stock Fund 375,762 24,439 Medusa Stock Fund - - Wellington Fund - A Vanguard Fund 37,964 55,569 Vanguard Morgan Growth Fund 53,428 22,353 Vanguard Fixed Income Securities Fund - Investment Grade Corporate Portfolio 400 23,924 Loan Fund 225,139 - $7,266,474 $ 231,478
5. AMOUNTS DUE TO PARTICIPANTS Amounts due to participants for benefit claims which have been processed and approved for payment by the Plan were $890,892 and $484,288 as of December 31, 1995 and 1994, respectively. These amounts are not reflected in the financial statements, however, they have been included as benefits paid and payable in Form 5500. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee of the Amended and Restated Crane Co. Savings and Investment Plan has duly caused this annual report to be signed by the undersigned thereunto duly authorized. ADMINISTRATIVE COMMITTEE OF THE AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN /s/ D. S. Smith D. S. Smith /s/ A. I. duPont A. I. duPont /s/ R. B. Phillips R. B. Phillips /s/ R. A. DuBois R. A. DuBois /s/ G. A. Dickoff G. A. Dickoff Stamford, CT June 20, 1996 AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN ITEM 27a SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1995
Identity of Issue Shares Cost Market Value Vanguard Money Market Reserves - Prime Portfolio* 8,548,607.51 $ 8,548,608 $8,548,608 Vanguard Investment Contract Trust* 11,522,985.70 11,522,986 11,522,986 Vanguard Windsor II* 1,027,915.076 16,624,724 21,236,725 Crane Co. Stock Fund* 1,417,905.917 22,738,928 34,923,023 Medusa Stock Fund* 38,459.695 352,774 1,162,252 Vanguard Wellington Fund* 268,989.127 5,469,288 6,571,404 Vanguard Morgan Growth Fund* 256,388.493 3,275,603 3,612,514 Loans to Participants - 2,372,752 2,372,752 Vanguard Fixed Income Securities Fund - Investment Grade Corporate Portfolio* 145,940.191 1,273,880 1,383,518 $72,179,543 $91,333,782
*Represents a party-in-interest to the plan. AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN ITEM 27d SCHEDULE OF REPORTABLE TRANSACTIONS DECEMBER 31, 1995
Cost No. of Proceeds No. of Net Gain Identity of Issue of Assets Purchases from Sales Sales or (Loss) Series of Transactions Crane Co. Stock Fund* $ 9,016,892.84 104 $(6,710,180.36) 207 $1,191,542.13 Vanguard Money Market Reserves - Prime Portfolio* 12,070,219.28 202 (7,736,454.90) 204 0.00 Vanguard Windsor II* 4,992,760.93 128 (2,539,548.26) 193 339,892.32 Vanguard Investment Contract Trust* 5,520,977.70 158 (1,483,088.23) 189 0.00
*Represents a party-in-interest to the plan. -----END PRIVACY-ENHANCED MESSAGE-----