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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
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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
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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
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<TABLE>
AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1993 AND 1992
1993 1992
ASSETS
<S> <C> <C>
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
=========== ===========
</TABLE>
See notes to financial statements.
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<TABLE>
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
<S> <C> <C>
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.
</TABLE>
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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.
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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.
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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.
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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.
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<TABLE>
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
----------- --------- ---------- -----------
<S> <C> <C> <C> <C>
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.
</TABLE>
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<TABLE>
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
<S> <C> <C>
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
=========== ===========
</TABLE>
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<TABLE>
Net Appreciation (Depreciation) in
Fair Value of Investments:
1993 1992
<S> <C> <C>
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
----------- -----------
$ - $ -
=========== ===========
</TABLE>
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<TABLE>
Rollovers and Transfers From Other Plans:
1993 1992
<S> <C> <C>
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.
</TABLE>
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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
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<TABLE>
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
<S> <C> <C> <C>
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.
</TABLE>
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<TABLE>
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)
<S> <C> <C> <C> <C> <C>
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.
</TABLE>
