-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, PVoNTu951QF9w5jBfEPOeDHt0d88itC9ZISE316tfoQjbF5RbfNNuWDhxeW24V7S uUMR75v8I5ONjQMwRAqRgg== 0000025445-94-000024.txt : 19941006 0000025445-94-000024.hdr.sgml : 19941006 ACCESSION NUMBER: 0000025445-94-000024 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940629 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRANE CO /DE/ CENTRAL INDEX KEY: 0000025445 STANDARD INDUSTRIAL CLASSIFICATION: 3490 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: 94536636 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, 1993 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, 1993 and 1992 2 Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 1993 and 1992 3 Notes to Financial Statements 4 SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1993 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, 1993 and 1992, 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, 1993 and 1992, and the changes in 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, 1993 and (2) transactions in excess of five percent of the beginning value of plan assets for the year ended December 31, 1993 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 Employee 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 1993 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/ Deloitte & Touche May 27, 1994 AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1993 AND 1992 1993 1992 ASSETS INVESTMENTS, AT FAIR VALUE: Vanguard Money Market Reserves - Prime Portfolio $ 3,850,757 $ 3,408,017 Vanguard Fixed Rate GIC Trusts 11,336,957 10,773,611 Windsor II - A Vanguard Fund 13,280,677 10,978,033 Crane Company Stock Fund 20,066,095 18,043,118 Medusa Stock Fund 1,767,327 736,119 Wellington Fund - A Vanguard Fund 3,124,424 2,132,606 Vanguard Morgan Growth Fund 1,617,589 1,130,530 Vanguard Fixed Income Securities Fund - Investment Grade Corporate Portfolio 975,637 673,328 ----------- ----------- Total investments 56,019,463 47,875,362 RECEIVABLES: Company contributions (Crane Co. Stock Fund) 193,652 187,045 Employee contributions 457,710 452,848 ----------- ---------- Total receivables 651,362 639,893 Total assets 56,670,825 48,515,255 LIABILITIES Forfeitures due Crane Co. (Crane Co. Stock Fund) 15,893 10,182 ----------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $56,654,932 $48,505,073 =========== ===========
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, 1993 AND 1992 1993 1992 CONTRIBUTIONS: Employee $ 5,557,221 $ 5,240,181 Crane Co. (Crane Co. Stock Fund) 2,356,912 2,170,732 ----------- ----------- Total contributions 7,914,133 7,410,913 EARNINGS ON INVESTMENTS: Interest and dividends 2,555,262 2,105,501 Net appreciation in fair value of investments 2,768,599 757,897 ----------- ---------- Total earnings on investments 5,323,861 2,863,398 DISTRIBUTIONS TO PARTICIPANTS (5,174,538) (5,270,677) ROLLOVERS AND TRANSFERS FROM OTHER PLANS 133,895 4,818 FORFEITURES (Crane Co. Stock Fund) (47,492) (54,161) ----------- ---------- NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 8,149,859 4,954,291 NET ASSETS AVAILABLE FOR BENEFITS - Beginning of year 48,505,073 43,550,782 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS - End of year $56,654,932 $48,505,073 =========== =========== See notes to financial statements.
AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN Notes to Financial Statements For the Years Ended December 31, 1993 and 1992 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 Compensation Committee of 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 two of its subsidiaries, Huttig Sash & Door Company and UniDynamics Corporation, are eligible to participate in the Plan following completion of one year of service, as defined in the Plan document. D. Contributions 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 $64,245 are limited to 6%) 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 each participant's deferred savings, up to 6% of the participant's compensation, all of which is invested in Company common stock. In accordance with the Internal Revenue code, participant pre-tax contributions could not exceed $8,994 in 1993. -4- 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. 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. -5- I. Tax Status The Plan obtained its latest determination letter in January 1991, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the plan administrator and counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. J. Funding Policy The Company contributes cash equal to 50% of each participant's deferred savings up to, but not exceeding, six percent (6%) of the annual cash compensation of each participant for each plan year, subject to the limits of the Internal Revenue Code. K. Rollovers and Transfers from Other Plans 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. 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. -6- 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. -7- The individual investments each of whose fair value represented 5% or more of the Plan's net assets at year end are presented below: 1993 1992 ----------------------- ----------------------- Principal Principal Amount ($) Amount ($) or Shares Market or Shares Market /Units Value /Units Value ----------- --------- ---------- ----------- Vanguard Money Market Reserves - Prime Portfolio 3,850,757 $ 3,850,757 3,408,017 $ 3,408,017 Windsor II - A Vanguard Fund 779,382 $13,280,677 690,008 $10,978,033 Vanguard GIC-I-92 Continental Assurance Co. 5.75% - 12/31/94 - - $2,955,926 $ 2,955,926 Vanguard GIC-I-93 Continental Assurance Co. 5.17% - 12/31/95 $3,730,091 $ 3,730,091 $2,599,796 $ 2,599,796 Vanguard GIC-I-91 Continental Assurance Co. and State Mutual Insurance Co. 7.46% - 12/31/93 $4,928,568 $ 4,928,568 5,217,889 $ 5,217,889 Vanguard Wellington Fund $ 153,158 $ 3,124,424 - - Crane Co. Stock Fund 1,203,003 $20,066,095 1,132,650 $18,043,118 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.
-8- 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, 1993 and 1992: 1993 1992 Vanguard Money Market Reserves - Prime Portfolio $ 3,877,039 $ 3,442,621 Vanguard Fixed Rate GIC Trusts 11,454,549 10,909,416 Windsor II - A Vanguard Fund 13,408,520 11,096,510 Crane Co. Stock Fund 20,334,929 18,312,915 Medusa Stock Fund 1,767,327 736,119 Wellington Fund - A Vanguard Fund 3,175,003 2,167,708 Vanguard Morgan Growth Fund 1,647,198 1,154,487 Vanguard Fixed Income Securities Fund - Investment Grade Corporate Portfolio 990,367 685,297 ----------- ----------- $56,654,932 $48,505,073 =========== =========== 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, 1993 and 1992 were as follows: Employee Contributions: 1993 1992 Vanguard Money Market Reserves - Prime Portfolio $ 532,774 $ 529,119 Vanguard Fixed Rate GIC Trusts 1,459,392 1,590,861 Windsor II - A Vanguard Fund 1,580,273 1,392,718 Crane Co. Stock Fund 943,541 1,008,833 Medusa Stock Fund - - Wellington Fund - A Vanguard Fund 514,347 359,509 Vanguard Morgan Growth Fund 357,115 232,468 Vanguard Fixed Income Securities Fund - Investment Grade Corporate Portfolio 169,779 126,673 ----------- ----------- $ 5,557,221 $ 5,240,181 =========== =========== Interest and Dividends: 1993 1992 Vanguard Money Market Reserves - Prime Portfolio $ 116,877 $ 125,132 Vanguard Fixed Rate GIC Trusts 684,101 766,870 Windsor II - A Vanguard Fund 748,216 481,379 Crane Co. Stock Fund 549,691 506,147 Medusa Stock Fund 10,260 12,654 Wellington Fund - A Vanguard Fund 177,751 105,858 Vanguard Morgan Growth Fund 181,491 56,211 Vanguard Fixed Income Securities Fund - Investment Grade Corporate Portfolio 86,875 51,250 ----------- ----------- $ 2,555,262 $ 2,105,501 =========== ===========
-9- Net Appreciation (Depreciation) in Fair Value of Investments: 1993 1992 Vanguard Money Market Reserves - Prime Portfolio $ - $ - Vanguard Fixed Rate GIC Trusts - - Windsor II - A Vanguard Fund 803,666 641,698 Crane Co. Stock Fund 749,522 (56,265) Medusa Stock Fund 1,127,402 110,559 Wellington Fund - A Vanguard Fund 138,014 31,236 Vanguard Morgan Growth Fund (76,975) 32,599 Vanguard Fixed Income Securities Fund - Investment Grade Corporate Portfolio 26,970 (1,930) ----------- ----------- $ 2,768,599 $ 757,897 =========== =========== Distributions to Participants: 1993 1992 Vanguard Money Market Reserves - Prime Portfolio $ (571,983) $ (495,984) Vanguard Fixed Rate GIC Trusts (1,292,332) (1,374,130) Windsor II - A Vanguard Fund (928,431) (1,005,491) Crane Co. Stock Fund (1,958,065) (1,852,978) Medusa Stock Fund (92,862) (90,561) Wellington Fund - A Vanguard Fund (206,922) (288,994) Vanguard Morgan Growth Fund (72,236) (104,517) Vanguard Fixed Income Securities Fund - Investment Grade Corporate Portfolio (51,707) (58,022) ----------- ----------- $(5,174,538) $(5,270,677) =========== =========== Transfer From (To) Other Funds: 1993 1992 Vanguard Money Market Reserves - Prime Portfolio $ 345,721 $ 98,737 Vanguard Fixed Rate GIC Trusts (311,236) (1,163,581) Windsor II - A Vanguard Fund 86,438 348,192 Crane Co. Stock Fund (594,922) 218,872 Medusa Stock Fund (13,592) (20,790) Wellington Fund - A Vanguard Fund 338,688 299,560 Vanguard Morgan Growth Fund 76,904 110,166 Vanguard Fixed Income Securities Fund - Investment Grade Corporate Portfolio 71,999 108,844 ----------- ----------- $ - $ - =========== ===========
-10- Rollovers and Transfers From Other Plans: 1993 1992 Vanguard Money Market Reserves - Prime Portfolio $ 11,029 $ (1,452) Vanguard Fixed Rate GIC Trusts 5,208 813 Windsor II - A Vanguard Fund 21,847 640 Crane Co. Stock Fund 22,828 1,370 Medusa Stock Fund - - Wellington Fund - A Vanguard Fund 45,417 1,020 Vanguard Morgan Growth Fund 26,412 1,449 Vanguard Fixed Income Securities Fund - Investment Grade Corporate Portfolio 1,154 978 ----------- ----------- $ 133,895 $ 4,818 =========== =========== 5. AMOUNTS DUE TO PARTICIPANTS Amounts due to participants for benefit claims which have been processed and approved for payment by the Plan were $129,244 and $356,791 as of December 31, 1993 and 1992, respectively.
-11- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee of the 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 D. S. Smith -------------------- D. S. Smith P. R. Hundt -------------------- P. R. Hundt R. B. Phillips -------------------- R. B. Phillips R. A. DuBois -------------------- R. A. DuBois Stamford, CT June 28, 1994 -12- AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN ITEM 27a SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1993 Identity of Issue Shares Cost Market Value Vanguard Money Market Reserves - Prime Portfolio* 3,850,757.00 $ 3,850,757.00 $ 3,850,757.00 Vanguard Guaranteed Investment Contract I-93 - Continental Assurance Co.* 3,730,091.09 3,730,091.09 3,730,091.09 Vanguard Guaranteed Investment Contract I-91 - Continental Assurance Co. and State Mutual Insurance Co.* 4,928,568.06 4,928,568.06 4,928,568.06 Vanguard Guaranteed Investment Contract I-92 - Continental Assurance Co.* 2,678,227.22 2,678,227.22 2,678,227.22 Windsor II* 779,382.434 11,564,844.48 13,280,676.67 Crane Co. Stock Fund* 1,203,003.323 16,868,020.62 20,066,095.42 Medusa Stock Fund* 47,947.021 409,211.47 1,767,327.19 Wellington Fund* 153,158.024 2,861,128.54 3,124,423.68 Vanguard Morgan Growth Fund* 134,686.86 1,634,228.01 1,617,589.18 Investment Contract Trust 70.65 70.65 70.65 Vanguard Fixed Income Securities Fund - Investment Grade Corporate Portfolio* 105,817.493 930,477.00 975,637.28 -------------- -------------- $49,455,623.99 $56,019,463.29 ============== ============== *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, 1993 Cost No. of Proceeds No. of Net Gain Identity of Issue of Assets Purchases from Sales Sales or (Loss) Crane Co. Stock Fund* $6,551,391.98 69 $(5,277,936.58) 143 $758,903.70 Vanguard Money Market Reserves - Prime Portfolio* 3,886,031.79 157 (3,441,563.65) 116 0.00 Windsor II* 2,931,511.15 86 (1,432,533.44) 106 202,461.49 *Represents a party-in-interest to the plan.
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