-----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, QLhXk4IkiTy11ZbHY8uqg8BKl1y7HyKoF/cmSMhqder8u9K80wXvMdltSueu/oky tEGyaY2BT87RnjHj8je7oA== 0000025445-00-000005.txt : 20000501 0000025445-00-000005.hdr.sgml : 20000501 ACCESSION NUMBER: 0000025445-00-000005 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 20000428 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: SEC FILE NUMBER: 001-01657 FILM NUMBER: 613111 BUSINESS ADDRESS: STREET 1: 100 FIRST STAMFORD PLACE CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2033637300 MAIL ADDRESS: STREET 1: 100 FURST STAMFORD PLACE CITY: STAMFORD STATE: CT ZIP: 06902 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 Year ended December 31, 1998 A. Full title of the plan and the address of the plan if different from that of the issuer named below: CRANE CO UNION EMPLOYEES SAVINGS AND INVESTMENT PLAN (FORMERLY THE MARK CONTROLS 401(K) SAVINGS 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 CRANE CO UNION EMPLOYEES SAVINGS AND INVESTMENT PLAN (FORMERLY THE MARK CONTROLS 401(K) SAVINGS PLAN - ------------------------------------------------------------------------ TABLE OF CONTENTS Page INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS Statements of Net Assets Available for Benefits as of December 31, 1998 and 1997 2 Statements of Changes in Net Assets Available for Benefits for the Years ended December 31, 1998 and 1997 3 Notes to Financial Statements 4 Exhibit 23.1 - Consent of Independent Auditors 10
INDEPENDENT AUDITORS' REPORT Crane Co. Union Employees Savings and Investment Plan (Formerly the Mark Controls 401(k) Savings Plan): We have audited the accompanying statements of net assets available for benefits of the Crane Co. Union Employees Savings and Investment Plan Formerly the Mark Controls 401(k) Savings Plan) (the "Plan") as of December 31, 1998 and 1997, 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, 1998 and 1997, and the changes in its net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Deloitte & Touche LLP Stamford, Connecticut August 20, 1999 -1- CRANE CO. UNION EMPLOYEES SAVINGS AND INVESTMENT PLAN (FORMERLY THE MARK CONTROLS 401(K) SAVINGS PLAN) - ------------------------------------------------------------------------ STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1998 AND 1997 1998 1997 -------- -------- ASSETS INVESTMENTS, AT FAIR VALUE: Vanguard Money Market Reserves - Prime Portfolio $130,827 $118,819 Vanguard Retirement Savings Trust 85,638 59,924 Vanguard/Windsor II 97,588 83,381 Crane Co. Stock Fund 57,317 18,981 Vanguard/Wellington Fund 277,577 212,444 Vanguard/Morgan Growth Fund 1,748 - Vanguard Fixed Income Securities-Long-Term Corporate Portfolio 3,273 - Vanguard Index Trust - 500 Portfolio 8,320 - Vanguard/PRIMECAP Fund 4,054 - Loan Fund 24,074 21,895 ------- ------- Total investments 690,416 515,444 ------- ------- RECEIVABLES: Company contributions 3,976 - Employee contributions 10,181 9,189 Interest and dividends - 1,953 -------- -------- Total receivables 14,157 11,142 -------- -------- NET ASSETS AVAILABLE FOR BENEFITS $704,573 $526,586 ======== ======== See notes to financial statements.
-2- CRANE CO. UNION EMPLOYEES SAVINGS AND INVESTMENT PLAN (FORMERLY THE MARK CONTROLS 401(K) SAVINGS PLAN) - ------------------------------------------------------------------------ STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1998 and 1997 1998 1997 -------- -------- CONTRIBUTIONS: Employee $133,393 $97,378 Crane Co. 21,451 - -------- ------- Total contributions 154,844 97,378 -------- ------- EARNINGS ON INVESTMENTS: Interest and dividends 53,154 36,276 Net appreciation in fair value of investments 2,359 33,489 ------ ------ Total earnings on investments 55,513 69,765 ------ ------ DISTRIBUTIONS TO PARTICIPANTS (28,955) (15,448) ADMINISTRATIVE AND OTHER EXPENSES (3,415) (160) ------- ------- NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 177,987 151,535 NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 526,586 375,051 -------- -------- NET ASSETS AVAILABLE FOR BENEFITS End of year $704,573 $526,586 ======== ======== See notes to financial statements.
-3- CRANE CO. UNION EMPLOYEES SAVINGS AND INVESTMENT PLAN (FORMERLY THE MARK CONTROLS 401(K) SAVINGS PLAN) - ------------------------------------------------------------------------ Notes to Financial Statements for Years ended December 31, 1998 and 1997 - ------------------------------------------------------------------------ 1. DESCRIPTION OF THE PLAN The following is a brief description of the Crane Co. Union Employees Savings and Investment Plan (formerly the Mark Controls 401(k) Savings 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 bargaining 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. Plan Amendments - The predecessor plan was The Mark Controls 401(k) Savings Plan and was amended effective January 1, 1998 renaming the Plan to the Crane Co. Union Employees Savings and Investment Plan. Effective January 1, 1998 the Plan became available to those Crane Co. collective bargaining units who negotiated inclusion in the Plan. The benefits delivered vary by union group and are dependent upon the negotiated terms through the collective bargaining process. C. 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 Employee Retirement Income Security Act of 1974. D. Participation - Subject to certain conditions, U.S. union employees of Crane Washington; Powers Process (effective 1995); Dyrotech Industries (effective 1998) and Kemlite Company Inc. (effective 1998); are eligible to participate in the Plan following completion of one year of service, as defined in the Plan document. Effective June 1, 1997, employees are eligible to participate in the Plan on the first day of the month coincident with or next following their date of hire. E. Contributions and Funding Policy - Participants may elect to contribute to the Plan from two to sixteen percent of their annual compensation. Contributions are invested in short-term, stock, equity, bond, company stock or fixed income funds selected by the participant. The Company matching benefits vary by Union group and are dependent upon the negotiated terms through the collective bargaining process. In accordance with the Internal Revenue Code, participant pretax contributions could not exceed $10,000 in 1998 and $9,500 in 1997. -4- F. Expenses - Administrative expenses of the Plan (except those associated with the Crane Co. Stock Fund) 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. Commission fees and administrative expenses incurred by the Crane Co. Stock Fund are paid by the fund through automatic unit deductions. Participant loan fees are paid by the participant through automatic deductions. G. 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). H. 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. I. 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 Administrative Committee 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. J. Tax Status - The Internal Revenue Service has determined and informed the Company by letter dated March 3, 1995 that the Plan and related trust are designed in accordance with the applicable sections of the Internal Revenue Code (the "Code"). The Plan Administrator believes that the Plan is currently being operated in compliance with the applicable requirements of the Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. -5- K. Rollovers and Transfers from Other Plans - Rollovers and transfers from other qualified plans are accepted by the 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. L. Participant Loan Fund - Some participants (depending on negotiated union plan) 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 between the investment fund and the 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 the prevailing prime lending rate on the first day of the Plan year plus 2 percent. Principal and interest are paid ratably through regular payroll deductions. M. 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. Treasury and Government Agency securities and repurchase agreements on such securities and up to 50 percent of approved foreign banks net assets in Eurodollar certificates of deposit issued by approved U.S.banks and Yankee obligations. The intent is to maintain a constant net asset value of $1.00 per share. Vanguard Retirement Savings Trust - Tax-exempt collective trust invested primarily in guaranteed investment contracts issued annually by insurance companies and commercial banks, and similar types of fixed principal investments. The intent is to maintain a constant net asset value of $1.00 per share. Plan assets in the Retirement Savings Trust are recorded at contract value (which represents contributions made under the contract plus earnings, less withdrawals and administrative expenses) because they are fully benefit responsive. The average yield was approximately, 6% during both 1998 and 1997. The crediting interest rate was approximately 6% at December 31, 1998 and 1997. Fair value of Plan assets invested was $85,638 and $59,924 at December 31, 1998 and 1997, respectively. The fair value of the Trust's assets approximated contract value at December 31,1998 and 1997. Vanguard/Windsor II - A diversified portfolio of equity securities seeking to provide long-term growth of capital and income. Its secondary objective is to provide a reasonable level of current income. -6- Crane Co. Stock Fund - Investments in the common stock of Crane Co. -------------------- Vanguard/Wellington Fund - A diversified portfolio of equity and fixed income securities aimed at conserving capital, providing reasonable levels of current income and profits without undue risks. Generally, 60-70 percent of net assets are allocated to equities and 30-40 percent to fixed income securities. Vanguard/Morgan Growth Portfolio - A diversified portfolio of equity securities seeking to provide long-term growth of capital; dividend income is incidental. Vanguard Fixed Income Securities - Long-Term Corporate Portfolio - A diversified portfolio of long-term investment-grade bonds seeking to provide a high and sustainable level of current income consistent with the maintenance of principal and liquidity by investing in a diversified portfolio of long-term investment-grade bonds. Vanguard Index Trust - 500 Portfolio - A broadly diversified portfolio of equity securities seeking to provide investment results that parallel the performance of the Standard & Poor's 500 Composite Stock Price Index. Given this objective the portfolio is expected to provide long-term growth of capital and income as well as a reasonable level of current income. Vanguard/PRIMECAP Fund - A diversified portfolio of equity securities seeking to provide long-term growth of capital; dividend income is incidental. 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. 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 Plan. A. The financial statements of the Plan have been prepared using the accrual basis of accounting. Investment Valuation- Investments in mutual funds are valued at the closing composite price published for the last business day of the year. The Crane Co. Stock Fund is valued at the quoted market price of the company. Participant loans are valued at cost, which approximates fair value. -7- B. Below are the investments whose fair value individually represented 5 percent or more of the Plan's net assets as of December 31, 1998 and 1997: 1998 1997 ------------------------------------ -------------------------------------- Shares/Units Market Value Shares/Units Market Value -------------------- --------------- -------------------- ----------------- Vanguard Money Market Reserves-Prime Portfolio 130,827 $ 130,827 118,819 $ 118,819 Vanguard/Windsor II 3,269 97,588 2,913 83,381 Vanguard Retirement Savings Trust 85,638 85,638 59,924 59,924 Vanguard/Wellington Fund 9,457 277,577 7,214 212,444 Crane Co. Stock Fund 1,272 57,317 439 18,981
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. Distributions to Participants- Benefit payments are recorded when paid. E. General - The financial statements are prepared in conformity with generally accepted accounting principles which require management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and contingent assets and liabilities at the date of the financial statements, and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates. 3. PARTIES-IN-INTEREST The Plan has investments and transactions with parties-in-interest, those parties being The Vanguard Group, Crane Co. and participants with loan balances. -8- 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 CRANE CO. UNION EMPLOYEES SAVINGS AND INVESTMENT PLAN /s/ A. I. duPont ------------ A. I. duPont /s/ J. R. Packard ------------- J. R. Packard /s/ G. A. Dickoff ------------- G. A. Dickoff Stamford, CT April 28, 2000 -9- Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in the Registration Statement of Crane Co. on Form S-8 for the Crane Co. Union Employees Savings and Investment Plan (the "Plan") of our report dated August 20, 1999 appearing in this Annual Report on Form 11-K of the Plan for the year ended December 31, 1998. /s/ Deloitte & Touche LLP Stamford, Connecticut April 28, 2000 -10- -----END PRIVACY-ENHANCED MESSAGE-----