8-K 1 crane8k81302.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 13, 2002 Crane Co. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-01657 13-1952290 (Commission File No.) (I.R.S. Employer Identification No.) 100 First Stamford Place Stamford, CT 06902 (Address of Principal Executive Offices, including Zip Code) (203) 363-7300 (Registrant's telephone number, including area code) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibit No. Description. 99.1 Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings 99.2 Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings ITEM 9. REGULATION FD DISCLOSURE. On August 13, 2002, in accordance with Securities and Exchange Commission (the "Commission") Order No. 4-460, sworn statements were filed with the Commission by the principal executive officer and the principal financial officer of Crane Co. A copy of each of these statements is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and each is incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CRANE CO. Date: August 13, 2002 By:/s/ Augustus I. duPont ----------------------- ---------------------- Name: Augustus I. duPont Title: Vice President, General Counsel and Secretary Exhibit No. 99.1 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Eric C. Fast, President and Chief Executive Officer of Crane Co., state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Crane Co. and, except as corrected or supplemented in a subsequent covered report: no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with Crane Co.'s Audit Committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": Annual Report on Form 10-K of Crane Co. filed with the Commission for the year ended December 31, 2001; all quarterly reports on Form 10-Q, all current reports on Form 8-K and all definitive proxy materials of Crane Co. filed with the Commission subsequent to the filing of the Form 10-K identified above; and any amendments to any of the foregoing. Date: August 12, 2002 /s/ Eric C. Fast Eric C. Fast President & Chief Executive Officer, Crane Co. Subscribed and sworn to before me this ____ day of___________, 2002. _______________________ Notary Public My Commission Expires: Exhibit No. 99.2 STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Michael L. Raithel, Vice President-Finance and Chief Financial Officer of Crane Co., state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Crane Co. and, except as corrected or supplemented in a subsequent covered report: no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with Crane Co.'s Audit Committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": Annual Report on Form 10-K of Crane Co. filed with the Commission for the year ended December 31, 2001; all quarterly reports on Form 10-Q, all current reports on Form 8-K and all definitive proxy materials of Crane Co. filed with the Commission subsequent to the filing of the Form 10-K identified above; and any amendments to any of the foregoing. Date: August 12, 2002 /s/ M. L. Raithel Michael L. Raithel Vice President-Finance & Chief Financial Officer, Crane Co. Subscribed and sworn to before me this ____ day of___________, 2002. _______________________ Notary Public My Commission Expires: