UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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(Exact name of registrant as specified in its charter)
DELAWARE
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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ITEM 8.01 | Other Events. |
As previously disclosed, on May 16, 2022, Redco Corporation (f/k/a Crane Co.), a Delaware corporation (“Crane Co.”) and currently a wholly-owned subsidiary of Crane Holdings, Co. (“Crane Holdings”), completed its previously announced reorganization merger pursuant to the Agreement and Plan of Merger, dated as of February 28, 2022 (the “Reorganization Agreement”), by and among Crane Co., Crane Holdings and Crane Transaction Company, LLC, a Delaware limited liability company and, as of immediately prior to the consummation of such merger, a wholly-owned subsidiary of Crane Holdings (“Merger Sub”). The Reorganization Agreement provided for the merger of Crane Co. and Merger Sub, with Crane Co. surviving the merger as a wholly-owned subsidiary of Crane Holdings (the “Reorganization Merger”).
In connection with the Reorganization Merger, on May 27, 2022, Crane Co. filed a Form 15 with the U.S. Securities and Exchange Commission (the “SEC”) to terminate the registration of Crane Co.’s common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to suspend its duty under Section 15(d) of the Exchange Act to file reports required by the Exchange Act. This report is being filed for the purpose of clarifying the status of Crane Holdings as the successor issuer to Crane Co. Pursuant to Rule 12g-3(a) under the Exchange Act, the common stock of Crane Holdings has been deemed registered under Section 12(b) of the Exchange Act and future filings with the SEC by Crane Holdings will be filed under Crane Co.’s existing CIK number: 0000025445.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CRANE HOLDINGS, CO. | ||||||
May 27, 2022 | ||||||
By: | /s/ Anthony M. D’Iorio | |||||
Name: | Anthony M. D’Iorio | |||||
Title: | Senior Vice President, | |||||
General Counsel and Secretary |
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Document and Entity Information |
May 27, 2022 |
---|---|
Cover [Abstract] | |
Document Type | 8-K12B |
Document Period End Date | May 27, 2022 |
Entity Registrant Name | CRANE CO /DE/ |
Entity Incorporation, State or Country Code | DE |
Entity File Number | 1-1657 |
Entity Tax Identification Number | 88-0706021 |
Entity Address, Address Line One | 100 First Stamford Place |
Entity Address, City or Town | Stamford |
Entity Address, State or Province | CT |
Entity Address, Postal Zip Code | 06902 |
City Area Code | 203 |
Local Phone Number | 363-7300 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, par value $1.00 |
Trading Symbol | CR |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
Amendment Flag | false |
Entity Central Index Key | 0000025445 |