<PAGE>
SUBJECT TO COMPLETION, DATED JUNE 3, 1994
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE
OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
<PAGE>
PROSPECTUS SUPPLEMENT
(To Prospectus dated May 31, 1994)
[LOGO]
CRANE CO.
$100,000,000
% NOTES DUE 1999
INTEREST PAYABLE JUNE 15 AND DECEMBER 15
ISSUE PRICE: %
The Notes will mature on June 15, 1999 and are not redeemable prior to maturity.
The Notes will be represented by one or more global securities registered in the
name of a nominee of The Depository Trust Company, as Depositary (the
"Depositary"). Beneficial interests in the Notes will be shown on, and transfers
thereof will be effected only through, records maintained by the Depositary and
its participants. Except as described herein, Notes will not be issued in
definitive form. See "Description of Notes."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC (1) COMMISSIONS (2) COMPANY (1)(3)
<S> <C> <C> <C>
Per Note % % %
Total $ $ $
<FN>
(1) Plus accrued interest, if any, from June 15, 1994
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
(3) Before deduction of expenses payable by the Company estimated at $ .
</TABLE>
The Notes are offered subject to prior sale, when, as and if accepted by the
Underwriters and subject to approval of certain legal matters by Davis Polk &
Wardwell, counsel for the Underwriters. It is expected that delivery of the
Notes will be made on or about June , 1994 through the facilities of the
Depositary, against payment therefor in same-day funds.
J.P. MORGAN SECURITIES INC.
DILLON, READ & CO. INC.
SALOMON BROTHERS INC
June , 1994
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus Supplement or the
accompanying Prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized. This
Prospectus Supplement and the accompanying Prospectus do not constitute an offer
to sell or the solicitation of an offer to buy any securities other than the
Notes or any offer to sell or the solicitation of any offer to buy the Notes in
any circumstances in which such offer or solicitation is unlawful. Neither the
delivery of this Prospectus Supplement or the accompanying Prospectus nor any
sale made hereunder or thereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company since
the date hereof or thereof or that the information contained herein or therein
is correct as of any time subsequent to their respective dates.
TABLE OF CONTENTS
------------------------
PROSPECTUS SUPPLEMENT
<TABLE>
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PAGE
<S> <C>
The Company................................................................ S-3
First Quarter Results...................................................... S-7
Capitalization............................................................. S-8
Use of Proceeds............................................................ S-8
Description of Notes....................................................... S-8
Underwriting............................................................... S-10
PROSPECTUS
<CAPTION>
PAGE
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Information by Reference.......................... 2
The Company................................................................ 3
Use of Proceeds............................................................ 3
Ratios of Earnings to Fixed Charges........................................ 3
Description of Debt Securities............................................. 3
Plan of Distribution....................................................... 10
Experts.................................................................... 11
Legal Opinions............................................................. 11
</TABLE>
S-2
<PAGE>
THE COMPANY
BUSINESS DESCRIPTION
Crane Co. (the "Company" or "Crane") is a diversified manufacturer of
engineered industrial products, serving niche markets in aerospace, fluid
handling, automatic merchandising and the construction industry. The Company's
wholesale distribution business serves the building products markets and
industrial customers. Founded in 1855, Crane employs approximately 10,000 people
in North America, Europe and Australia.
The Company's strategy is to maintain a balanced business mix, to focus on
niche businesses with high market share and to avoid capital-intensive and
cyclical businesses.
The Company serves the global valve market through manufacturing facilities
in North America, Europe and Australia. The Company sells a wide variety of
valves and fluid control products for the chemical, processing, power and
general industrial and commercial construction industries. Products include
gate, globe, check, angle, ball and butterfly valves of steel, carbon and
stainless steel, alloy, iron, cast iron and bronze designed for use under
various pressures and temperatures and are marketed under a variety of brand
names, including CRANE, JENKINS, CENTER LINE, FLOWSEAL and PACIFIC. The
Company's operations in the United Kingdom also sell pipe fittings, actuators,
pumps and flow measurement equipment. The North American unit also provides a
full range of valve aftermarket services including parts, repairs and
modifications through eight service centers, and the Company's subsidiary in the
United Kingdom maintains repair and service facilities for valves, pumps,
compressors, heat exchangers and similar equipment.
CRANE PUMPS & SYSTEMS manufactures pumps used in the chemical, power,
hydrocarbon processing and general commercial industries and in municipal
applications. Products include sealless canned motor pumps designed to handle
environmentally hazardous fluids, horizontal and vertical centrifugal pumps,
standard vertical turbine pumps, submersible wastewater pumps, regenerative
turbine, end suction centrifugal pumps, submersible deaerator pumps, split case
pumps and in-line pumps. The pumps are marketed under the CHEMPUMP, DEMING,
BARNES, BURKS, WEINMAN and PROSSER brand names.
COCHRANE ENVIRONMENTAL SYSTEMS designs and markets water and wastewater
treatment equipment for almost every major industry. COCHRANE'S products include
deaerators, demineralizers, hot and cold process softeners, dealkalizers,
filters, multiport relief valves, condensate drainage systems and clarifiers.
These products have applications for boiler feed, industrial processes and
wastewater treatment and recovery and are sold principally to public utilities
and authorities and major industrial plants.
CRANE CONTROLS, a new unit originating from the recent acquisition of MARK
CONTROLS CORPORATION, designs, manufactures and markets industrial and
commercial products that control flows and processes in various industries
including the petroleum, chemical, construction, food and beverage and power
generation industries. CRANE CONTROLS' operations consist of the following four
businesses:
AZONIX carries a full line of high-precision products for data acquisition
and control for a wide range of industries and ruggedized operator interfaces
for harsh and hazardous locations.
BARKSDALE produces a line of components which meets, and often exceeds, the
requirements of today's process industries including: solid state and
electromechanical pressure and vacuum switches; pressure transducers;
temperature switches; and directional control valves for a full spectrum of
applications.
DYNALCO CONTROLS offers rotational speed sensors and shutdown devices,
monitoring instruments, speed, ignition and air to fuel controllers, integrated
control systems, and full automation panels. DYNALCO'S rugged products are used
worldwide by industries in a variety of applications, including power
generation, oil and gas pipelines and production, agriculture and mining,
construction, petrochemical and marine.
POWERS PROCESS CONTROLS designs, manufactures and markets
microprocessor-based process controllers and instrumentation, pneumatic actuated
control valves, self-contained temperature regulators, domestic water mixing and
point of use thermal shock protection shower valves for industrial applications
and institutional plumbing installations.
The above products are sold directly to end users and engineering contractors
through the Company's own sales forces and cooperatively with sales
representatives, stocking specialists and industrial distributors.
S-3
<PAGE>
HYDRO-AIRE designs, manufactures and sells anti-skid and automatic brake
control systems, fuel and hydraulic pumps and other aerospace components for the
commercial, military and general aircraft industries as original equipment. In
addition, this unit designs and manufactures similar systems for the retrofit of
aircraft with improved systems and manufactures replacement parts for systems
installed as original equipment by the aircraft manufacturer. All of these
products are largely proprietary to HYDRO-AIRE and, to some extent, are custom
designed to the requirements and specifications of the aircraft manufacturer or
program contractor. The retrofit systems and replacement parts are sold directly
to airlines, governments and aircraft maintenance and overhaul companies.
LEAR ROMEC designs, manufacturers and sells pumps and fluid handling systems
for the military and commercial aerospace industries. LEAR ROMEC has a leading
share of the non-captive market for turbine engine lube and scavenge oil pumps.
Also, it is the leading supplier of fuel boost and transfer pumps for commuter
and business aircraft.
ELDEC designs, manufactures and markets custom electronic and
electromechanical products and systems for applications that are technically and
environmentally demanding. This unit serves both the commercial and military
aerospace markets. Its major customers are airframe and aircraft engine
manufacturers and electronic systems manufacturers. ELDEC'S product lines
include sensing systems that monitor the status of aircraft landing gear, doors
and flight surfaces; low voltage and high voltage power supplies for avionic and
defense electronic systems; monitor and control devices for aircraft engines,
including flowmeters and engine diagnostic systems; and battery chargers,
transformer-rectifiers and other devices that regulate DC power on aircraft.
FERGUSON designs and manufactures, in the United States and through FERGUSON
MACHINE S.A. in Europe, precision index and transfer systems for use on and with
machines which perform automatic forming, assembly, metal cutting, testing and
inspection operations. Products include index drives and tables, mechanical
parts handlers, inline transfer machines, rotary tables, press feeds and custom
cams. These products are sold through Company and independent sales
representatives and distributors.
KEMLITE manufactures fiberglass-reinforced plastic panels for use
principally by the transportation industry in refrigeration and dry van truck
trailers and recreational vehicles. KEMLITE products are also sold to the
commercial construction industry for food processing, fast food restaurant and
supermarket applications and to institutions where fire rated materials with low
smoke generation and minimum toxicity are required. KEMLITE sells its products
directly to truck trailer and, under its FILON trademark, to recreational
vehicle manufacturers and uses distributors to serve its commercial construction
market.
COR TEC is the leading domestic manufacturer of fiberglass-reinforced
laminated panels. The primary market for these panels is the truck and truck
trailer segment of the transportation industry. COR TEC markets its products
directly to the truck and truck trailer manufacturers.
RESISTOFLEX is engaged in the design, manufacture and sale of plastic-lined
steel pipe, fittings, valves, bellows and hose used primarily by the
pharmaceutical, chemical processing, pulp and paper, petroleum distribution and
waste management industries, and of high-pressure fittings and hose for the
aerospace industry. RESISTOFLEX sells its products primarily through industrial
distributors who provide stocking and fabrication services to industrial users
in the United States.
CRANE CANADA INC. manufactures ceramic, acrylic and steel plumbing fixtures
and distributes related building products. The unit commands a large share of
the Canadian market for these products.
POLYFLON manufactures radio frequency and microwave components, substrates,
capacitors and antennas for commercial and aerospace uses, and resonating
structures for the medical industry.
NATIONAL VENDORS is the largest domestic manufacturer of full line vending
machines for the automatic merchandising industry. Products include machines
which dispense snacks, refrigerated and frozen foods, hot and cold beverages and
postal commodities. These products are marketed in North America directly to
vending machine operators. In Europe, products are marketed through wholly-owned
subsidiaries with operations located in the United Kingdom, Germany and France.
S-4
<PAGE>
NATIONAL REJECTORS, GMBH designs and manufactures electronic coin validators
and handling systems for vending operations throughout Europe. These devices are
sold directly to the vending, amusement, soft-drink and ticket issuing
industries.
CRANE DEFENSE SYSTEMS is engaged in the development and manufacture of
specialized handling systems, elevators, ground support equipment, cranes and
associated electronics. These products are sold directly to the government and
to defense contractors and represented less than 2% of 1993 sales.
HUTTIG SASH & DOOR COMPANY ("HUTTIG") distributes millwork products,
including doors, windows, moldings and related building products. HUTTIG
assembles certain of these products to customer specification prior to
distribution. Its principal customers are building material dealers and building
contractors that service the new construction and remodeling markets. Wholesale
operations are conducted nationally through 47 branch warehouses throughout the
United States, in both major and medium-sized cities. HUTTIG'S sales are made on
both a direct shipment and out-of-warehouse basis entirely through its own sales
force.
HUTTIG maintains a saw mill in Missoula, Montana and manufacturing
facilities in Missoula and Prineville, Oregon, where it produces certain of the
above products and other finished lumber, the bulk of which is sold directly to
third parties, some of whom compete with HUTTIG branches. In addition, HUTTIG
manufactures wood windows in Rock Hill, South Carolina.
VALVE SYSTEMS AND CONTROLS is a value-added industrial distributor providing
power operated valves and flow control systems to the petroleum, chemical, power
and general processing industries. It services its customers through facilities
in Texas, Louisiana, Oklahoma and California.
Canadian wholesale operations are conducted through the CRANE CANADA SUPPLY
division of CRANE CANADA, INC. This division, a distributor of plumbing
supplies, valves and piping, maintains 37 branches throughout Canada and is the
largest single distributor for Crane manufactured products. This division also
distributes products which are both complementary to and partly competitive with
CRANE CANADA'S own manufactured products.
The Company's lines of business are conducted under actively competitive
conditions in each of the geographic and product areas they serve. Because of
the diversity of the classes of products manufactured and sold, they do not
compete with the same companies in all geographic or product areas. Accordingly,
it is not possible to estimate the precise number of competitors or to identify
the principal methods of competition. Although reliable statistics are not
available, the Company's management believes that the Company and its
subsidiaries are important manufacturers or suppliers in a number of the market
niches and geographic areas it serves.
The Company's products have primary application in the industrial,
construction, aerospace, automated merchandising, transportation and fluid
handling industries. As such, they are dependent upon numerous unpredictable
factors, including changes in market demand, general economic conditions,
residential and commercial building starts, capital spending, energy exploration
and energy allocations during times of scarcity. Because these products are also
sold in a wide variety of markets and applications, the Company's management
does not believe it can reliably quantify or predict the possible effects upon
its business resulting from such changes.
Seasonality is a considerable factor for HUTTIG and the Canadian operations.
ACQUISITION STRATEGY AND RECENT DEVELOPMENTS
Acquisitions and business combinations have been, and are expected to be, an
important part of the Company's strategy for growth and its ability to service
customer needs. In the future, the Company will continue to review potential
acquisition candidates with market and technology positions that provide
meaningful opportunities in the markets in which it already has a presence, and
may possibly dispose of operations, when consistent with its overall goals and
strategies.
During the last five years, the Company has made a number of acquisitions
both domestically and internationally. During the first four months of 1994, the
Company completed three acquisitions at a total cost of approximately $240
million.
S-5
<PAGE>
On May 17, 1994, the Company, through its wholly-owned subsidiary HUTTIG
SASH & DOOR COMPANY, acquired a molding and millwork manufacturing operation in
Prineville, Oregon.
On April 28, 1994, the Company purchased MARK CONTROLS CORPORATION, a
designer and manufacturer of automatic and manually-operated valves, specialized
electronic and mechanical instruments and controls, regulators and pneumatic and
electronic controllers for commercial and industrial customers.
On March 18, 1994, the Company acquired ELDEC CORPORATION whose products are
used worldwide on nearly every aircraft model and include: proximity switches
and sensing systems; power conversion equipment; fuel flow measurement systems;
data acquisition, monitoring and control equipment; flat panel displays; and
integrated modular systems.
For the year ended December 31, 1993, these three acquired entities had
aggregate net sales of approximately $299.7 million.
In 1993, the Company completed five acquisitions at a total cost of
approximately $110 million. In December, the Company acquired BURKS PUMPS, INC.,
which has manufacturing facilities in Piqua, Ohio and Decatur, Illinois and
provides engineered pumps for an array of specialized commercial, industrial and
municipal fluid handling applications. Their products are marketed under the
BARNES, BURKS, WEINMAN, CROWN and PROSSER brand names. Also included was a line
of tank cleaning equipment sold under the SELLERS brand name for the industrial
clean-in-place market. This acquisition substantially increased the Company's
involvement in niche markets in the pump industry. BURKS PUMPS has become the
cornerstone of the Company's CRANE PUMPS & SYSTEMS unit. For the year ended
December 31, 1993, Burks Pumps had net sales of approximately $55.5 million.
In October 1993, the Company acquired FILON, a manufacturer of
fiberglass-reinforced plastic (FRP) panels. FILON was integrated with KEMLITE
which produces FRP panels for the transportation, building products and
recreational vehicle markets. For the year ended December 31, 1993, FILON had
net sales of approximately $34.7 million.
During April and May 1993, the operating assets of RONDEL'S INC. and
WHITTIER-RUHLE MILLWORK COMPANY were purchased for the Company's HUTTIG SASH &
DOOR subsidiary. Both acquired companies are value-added wholesale distributors
of high quality building products and enhance HUTTIG'S nationwide distribution
network.
In addition, during 1993, CRANE LTD. purchased PERFLOW INSTRUMENTS LTD., a
manufacturer of equipment for the measurement and control of fluid and gas
flows.
In 1992, certain assets of JENKINS CANADA, INC., a manufacturer of bronze
and iron valves, were acquired as an addition to the Company's North America
valve business. In 1990, the Company acquired LEAR ROMEC, a manufacturer of
lubrication and fuel pumps for the aerospace industry.
In 1993, the Company sold its precision ordnance business,
UNIDYNAMICS/PHOENIX, and in 1990, the Company sold SEA-PAC SALES CO., a
distributor of floor covering products, and its MCAVITY division, a Canadian
manufacturer of waterwork valves and hydrants.
CREDIT AGREEMENT
In connection with the recent acquisitions, the Company entered into a $200
million three-year credit agreement with five banks participating at levels
ranging from $25 to $50 million. Amounts outstanding under this facility bear
interest under various loan options at Prime Rate, CD Base Rate or LIBOR, plus
appropriate interest margins ranging from 0% to 0.5625%.
FIRST QUARTER RESULTS
The Company's unaudited results for the quarterly period ended March 31,
1994 were $331.7 million in net sales, compared with $312.3 million for the
quarter ended March 31, 1993, reflecting the inclusion of the FILON and BURKS
acquisitions, plus increased quarterly sales at HUTTIG, which together more than
offset sales declines at HYDRO-AIRE and NATIONAL VENDORS. Operating income was
$14.8 million for the first quarter of 1994, compared with $17.0 million for the
same period of 1993. Contributing to this unfavorable comparison
S-6
<PAGE>
was the change in production schedules at the major airframe manufacturers
impacting HYDRO-AIRE, the absence of a post office vendor contract this year at
NATIONAL VENDORS and adverse commodity millwork prices and bad weather affecting
HUTTIG.
The sales and earnings from the Company's recent acquisitions of ELDEC, MARK
CONTROLS and the Prineville, Oregon molding and millwork operations are not
included in the Company's first quarter results. The acquisitions were all
unique opportunities to strengthen the Company's presence in certain niche
markets and are expected to make immediate contributions to the Company's
operating results.
S-7
<PAGE>
CAPITALIZATION
The following table sets forth the historical consolidated capitalization of
the Company at March 31, 1994 and on a pro forma basis giving effect to the
incurrence of $75,000,000 in additional indebtedness under the Company's 3-year
Credit Agreement and an additional $66,550,000 million in short-term debt in
connection with the acquisitions of MARK CONTROLS CORPORATION and the molding
and millwork manufacturing operations in Prineville, Oregon and as adjusted for
the issuance of the Notes offered hereby and the application of the gross
proceeds therefrom without giving effect to expenses of the offering.
<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS)
----------------------------
AT MARCH 31, PRO FORMA AND
1994 AS ADJUSTED
------------ --------------
(UNAUDITED)
<S> <C> <C>
SHORT-TERM DEBT (Including Current Maturities of Long-Term Debt)................... $ 51,509 $ 26,809
------------ --------------
------------ --------------
LONG-TERM DEBT (Excluding Current Maturities):
8.50% Senior Notes due 2004...................................................... $ 99,168 $ 99,168
3-year Credit Agreement.......................................................... 100,000 166,250
Other Long-Term Debt............................................................. 45,596 45,596
Notes offered hereby............................................................. -- 100,000
------------ --------------
TOTAL LONG-TERM DEBT............................................................... $ 244,764 $ 411,014
------------ --------------
SHAREHOLDERS' EQUITY:
Preferred Shares................................................................. $ 0 0
Common Shares.................................................................... 29,911 29,911
Capital Surplus.................................................................. 10,871 10,871
Currency Translation Adjustment.................................................. (13,947) (13,947)
Retained Earnings................................................................ 265,704 265,704
------------ --------------
TOTAL SHAREHOLDERS' EQUITY......................................................... $ 292,539 $ 292,539
------------ --------------
TOTAL LONG-TERM DEBT AND SHAREHOLDERS' EQUITY...................................... $ 537,303 $ 703,553
------------ --------------
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</TABLE>
USE OF PROCEEDS
Approximately $8,750,000 of the net proceeds from the sale of the Notes will
be used to reduce the Company's borrowings under its 3-year Credit Agreement and
the balance will be used to repay outstanding short-term debt. The borrowings to
be repaid were incurred in connection with the acquisitions of Mark Controls
Corporation and the molding and millwork manufacturing operations in Prineville,
Oregon. Borrowings under the 3-year Credit Agreement bear interest at floating
rates based on Prime Rate, the CD Base Rate or LIBOR. The short-term debt to be
repaid matures within one to 42 days and as of June 1, 1994 bears interest at a
weighted average rate of 4.61% per annum.
DESCRIPTION OF NOTES
The following description of the particular terms of the Notes offered
hereby (referred to in the accompanying Prospectus as the "Debt Securities")
supplements, and to the extent inconsistent therewith replaces, the description
of the general terms and provisions of the Debt Securities set forth in the
Prospectus, to which description reference is hereby made.
GENERAL
The Notes are to be issued under an indenture dated as of April 1, 1991 (the
"Senior Indenture"), between the Company and The Bank of New York, as trustee
(the "Trustee"), which Senior Indenture is more fully described under the
heading "Description of Debt Securities" in the accompanying Prospectus.
The Notes offered hereby will be limited to $100,000,000 in aggregate
principal amount and will mature on June 15, 1999. The Notes will bear interest
from June 15, 1994, at the rate per annum set forth on the
S-8
<PAGE>
cover page of this Prospectus Supplement, payable semi-annually on June 15 and
December 15 of each year, commencing December 15, 1994 to the persons in whose
names the Notes are registered at the close of business on June 1 and December
1, as the case may be, next preceding such June 15 and December 15.
The Notes will not be redeemable prior to maturity and will not be entitled
to the benefit of any sinking fund.
BOOK-ENTRY SYSTEM
The Notes will be issued in the form of one or more registered global
securities and will be deposited with, or on behalf of, the Depositary, and
registered in the name of the Depositary's nominee.
The Depository Trust Company, as Depositary, has advised the Company as
follows: The Depositary is a limited purpose trust company organized under the
laws of the State of New York, a "banking organization" within the meaning of
the New York banking law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of section 17A of the
Exchange Act. The Depositary was created to hold securities of its participants
and to facilitate the clearance and settlement of securities transactions among
its participants in such securities through electronic book-entry changes in
accounts of the participants, thereby eliminating the need for physical movement
of securities certificates. The Depositary's participants include securities
brokers and dealers, banks, trust companies, clearing corporations and certain
other organizations, some of whom (and/or their representatives) own the
Depositary. Access to the Depositary's book-entry system is also available to
others, such as banks, brokers, dealers and trust companies, that clear through
or maintain a custodial relationship with a participant, either directly or
indirectly.
Upon the issuance of a global security in registered form, the Depositary
will credit, on its book-entry registration and transfer system, the respective
principal amounts of the Notes represented by such global security to the
accounts of institutions that have accounts with the Depositary or its nominee.
Ownership of beneficial interests in the global security will be limited to
participants or persons that may hold interests through participants. Ownership
of beneficial interests by participants in the global security will be shown on,
and the transfer of that ownership interest will be effected only through,
records maintained by the Depositary or its nominee. Ownership of beneficial
interests in the global security by persons that hold through participants will
be shown on, and the transfer of that ownership interest within such participant
will be effected only through, records maintained by such participant. The laws
of some jurisdictions require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such laws may impair
the ability to own or to transfer beneficial interests in the Notes as long as
they continue to be issued in the form of a global security.
So long as the Depositary or its nominee is the registered owner of a global
security, it will be considered the sole owner or holder of the Notes
represented by such global security for all purposes under the Senior Indenture.
Except as set forth below, owners of beneficial interests in such global
security will not be entitled to have the Notes represented thereby registered
in their names, will not receive or be entitled to receive physical delivery of
certificates representing the Notes and will not be considered the owners or
holders thereof under the Senior Indenture.
Payment of principal of, and any interest on the Notes represented by a
global security will be made to the Depositary or its nominee, as the registered
owner or the holder of the global security. None of the Company, the Trustee,
any paying agent or registrar for such Notes will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in the global security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
The Company has been advised by the Depositary that the Depositary will
credit participants' accounts with payments of principal, or interest on the
payment date thereof in amounts proportionate to their respective beneficial
interests in the principal amount of the global security as shown on the records
of the Depositary. The Company expects that payments by participants to owners
of beneficial interests in the global security held through such participants
will be governed by standing instructions and customary practices, as is now the
case with securities held for the accounts of customers registered in "street
name," and will be the responsibility of such participants.
S-9
<PAGE>
A global security may not be transferred except as a whole to a nominee or
successor of the Depositary. If the Depositary is at any time unwilling or
unable to continue as depositary and a successor depositary is not appointed by
the Company within ninety days, the Company will issue certificates in
registered form in exchange for the global security or securities representing
the Notes. In addition, the Company may at any time and in its sole discretion
determine not to have the Notes of a series represented by a global security
and, in such event, will issue certificates in definitive form in exchange for
the global security representing such Notes.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriters in immediately
available funds. All payments of principal and interest will be made in
immediately available funds.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing-house or next-day funds. In contrast, the Notes
will trade in the Depositary's Same-Day Funds Settlement System until maturity,
and secondary market trading activity in the Notes will therefore be required by
the Depositary to be settled in immediately available funds. No assurance can be
given as to the effect, if any, of settlement in immediately available funds on
trading activity in the Notes.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
dated the date hereof, the Underwriters named below have severally agreed to
purchase and the Company has agreed to sell to them, severally, the respective
principal amounts of Notes set forth opposite their names below:
<TABLE>
<CAPTION>
UNDERWRITERS PRINCIPAL AMOUNT
- -------------------------------------------------- ----------------
<S> <C>
J.P. Morgan Securities Inc........................ $
Dillon, Read & Co. Inc............................
Salomon Brothers Inc..............................
----------------
Total......................................... $ 100,000,000
</TABLE>
The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the Notes are subject to the
approval of certain legal matters by their counsel and to certain other
conditions. The Underwriters are obligated to take and pay for all of the Notes
if any are taken.
The Underwriters propose initially to offer the Notes in part directly to
the public at the public offering price set forth on the cover page of this
Prospectus Supplement and in part to certain dealers at a price that represents
a concession not in excess of % of the principal amount of the Notes. The
Underwriters may allow, and such dealers may reallow, a concession not in excess
of % of the principal amount of the Notes to certain brokers and dealers.
After the initial public offering, the public offering price and such
concessions may be varied by the Underwriters.
The Notes are a new issue of securities with no established trading market.
The Company has been advised by the Underwriters that the Underwriters intend to
make a market in the Notes but are not obligated to do so and may discontinue
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the Notes.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
In the ordinary course of their respective businesses, certain of the
Underwriters and certain of their affiliates have provided and may in the future
provide investment banking services to the Company, and affiliates of J.P.
Morgan Securities Inc. have provided and may in the future provide commercial
banking services to the Company. Morgan Guaranty Trust Company of New York and
J.P. Morgan Delaware are affiliates of J.P. Morgan Securities Inc. and will
receive a portion of the proceeds of the offering to repay approximately $2.2
million aggregate principal amount of outstanding indebtedness of the Company
under its 3-year Credit Agreement. In addition, a portion of the outstanding
short-term debt of the Company to be repaid from the proceeds of the offering
may also be payable to affiliates of J.P. Morgan Securities Inc.
S-10
<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 19, 1994
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CRANE CO.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 13-1952290
(State or other jurisdiction (I.R.S. Employer
of Identification No.)
incorporation or
organization)
</TABLE>
100 FIRST STAMFORD PLACE
STAMFORD, CONNECTICUT 06902
(203) 363-7300
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
PAUL R. HUNDT
VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY
CRANE CO.
100 FIRST STAMFORD PLACE
STAMFORD, CONNECTICUT 06902
(203) 363-7300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
COPIES TO:
ALAN DEAN, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT BEING OFFERING PRICE OFFERING REGISTRATION
SECURITIES BEING REGISTERED REGISTERED(1) PER UNIT (2) PRICE (1)(2) FEE
<S> <C> <C> <C> <C>
Debt Securities............... $300,000,000 100% $300,000,000 $103,449
</TABLE>
(1) Or, if any Debt Securities are issued at an original issue discount, such
greater principal amount as shall result in an aggregate initial offering
price of $300,000,000.
(2) Exclusive of accrued interest, if any. Estimated solely for the purpose of
calculating the registration fee.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS
$300,000,000
CRANE CO.
DEBT SECURITIES
------------------
Crane Co. (the "Company" or "Crane") may offer from time to time, in one or
more series, senior debt securities (the "Senior Securities") and/or
subordinated debt securities (the "Subordinated Securities"), each of which will
be a direct, unsecured obligation of the Company and offered to the public on
terms determined at the time of sale (the Senior Securities and the Subordinated
Securities being herein referred to collectively as the "Debt Securities"). The
Company may sell Debt Securities for proceeds of up to $300,000,000 directly,
through agents designated from time to time, through dealers or through
underwriters also to be designated. See "Plan of Distribution."
The specific terms of the Debt Securities, including, where applicable, the
designation, aggregate principal amount, denominations, purchase price,
maturity, interest rate (which may be fixed or variable) and time of payment of
interest, if any, any terms for mandatory or optional redemption, any terms for
sinking fund payments, any listing on a securities exchange and any other
specific terms in connection with the sale of the Debt Securities in respect of
which this Prospectus is being delivered are set forth in the accompanying
Prospectus Supplement (the "Prospectus Supplement") and Pricing Supplement, if
any.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is May 31, 1994.
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR
THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR ANY UNDERWRITER, DEALER OR AGENT. NEITHER THE DELIVERY OF THIS
PROSPECTUS OR THE ACCOMPANYING PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER
OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN OR IN THE ACCOMPANYING PROSPECTUS SUPPLEMENT IS
CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF OR THEREOF OR THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THEREOF. NEITHER THIS PROSPECTUS NOR THE ACCOMPANYING PROSPECTUS SUPPLEMENT
CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY DEBT
SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"), all of which may be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington,
D.C. 20549, and at the following Regional Offices of the Commission: Chicago
Regional Office, Northwest Atrium Center, 500 West Madison Street, Chicago,
Illinois 60661; and New York Regional Office, Seven World Trade Center, New
York, New York 10048. Copies of such material can be obtained at prescribed
rates from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Judiciary Plaza, Washington, D.C. 20549. Such material can also be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005, where the Company's Common Stock is listed.
This Prospectus constitutes part of a Registration Statement filed by the
Company with the Commission under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus and the accompanying Prospectus Supplement
omit certain of the information contained in the Registration Statement in
accordance with the rules and regulations of the Commission. Reference is hereby
made to the Registration Statement and related exhibits for further information
with respect to the Company and the Debt Securities. Statements contained herein
concerning the provisions of any document are not necessarily complete and, in
each instance, where a copy of such document has been filed as an exhibit to the
Registration Statement or otherwise has been filed with the Commission,
reference is made to the copy so filed. Each such statement is qualified in its
entirety by such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents previously filed by the Company with the Commission
(File No. 1-1657) are incorporated by reference into this Prospectus.
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993.
2. The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1994.
3. The Company's Current Reports on Form 8-K filed January 12, 1994 (as
amended by Form 8-K-A filed January 26, 1994), filed March 31, 1994 (as
amended by Form 8-K-A filed May 2, 1994), filed May 12, 1994 (as amended
by Form 8-K-A filed May 12, 1994) and filed May 18, 1994.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering of the Debt Securities shall be
deemed to be incorporated by reference into this Prospectus from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any Prospectus Supplement or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, including any beneficial owner, upon written or
oral request of such person, a copy of any and all of the documents that have
been or may be incorporated by reference herein (other than exhibits to such
documents which are not specifically incorporated by reference into such
documents). Such requests should be directed to Secretary, Crane Co., 100 First
Stamford Place, Stamford, Connecticut 06902 (telephone (203) 363-7300).
2
<PAGE>
THE COMPANY
The Company is a diversified manufacturer of engineered industrial products,
serving niche markets in aerospace, fluid handling, automatic merchandising and
the construction industry. The Company's Wholesale Distribution segment serves
the building products markets and industrial customers. The Company's strategy
is to maintain a balanced business mix and to focus on niche businesses where it
can obtain a significant market position building on its strength in special
engineered, light-to-medium manufacturing and distribution, while reducing its
reliance on highly capital-intensive and cyclical businesses.
The Company was reincorporated in the state of Delaware in 1985 as the
successor to an Illinois corporation which traced its origins to 1855. The
Company's principal executive offices are located at 100 First Stamford Place,
Stamford, Connecticut 06902, and its telephone number is (203) 363-7300.
USE OF PROCEEDS
Except as otherwise provided in the Prospectus Supplement, the net proceeds
from the sale of the Debt Securities will be used to repay outstanding
borrowings and for working capital and general corporate purposes, which may
include acquisitions. While the Company regularly evaluates acquisition
candidates and conducts preliminary discussions, the Company is not currently
involved in any negotiations with respect to, and has no agreement or
understanding regarding, any such acquisition.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the Company for each of the five years ended December 31, 1993 and for the three
months ended March 31, 1994. For the purpose of calculating such ratio,
"earnings" consist of income from continuing operations before income taxes and
fixed charges (excluding capitalized interest). "Fixed charges" consist of
interest expense, one-third of rental expense (which approximates the interest
factor) and capitalized interest.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
- ----------------------------------------------------- -------------
1989 1990 1991 1992 1993 1994
- --------- --------- --------- --------- --------- -------------
<S> <C> <C> <C> <C> <C>
4.42 5.36 5.04 2.90 5.73 3.70
</TABLE>
DESCRIPTION OF DEBT SECURITIES
The Senior Securities will be issued under an Indenture dated as of April 1,
1991 (the "Senior Indenture") between the Company and The Bank of New York, as
Trustee (the "Senior Trustee"), and the Subordinated Securities will be issued
under an Indenture (the "Subordinated Indenture") between the Company and The
First National Bank of Chicago, as Trustee (the "Subordinated Trustee"). The
Senior Indenture and the form of Subordinated Indenture (collectively the
"Indentures") are filed as exhibits to the Registration Statement and are also
available for inspection at the office of the respective Trustee. The following
statements are subject to the detailed provisions of the Indentures including
the definitions therein of certain terms which are not otherwise defined in this
Prospectus. Section references are to both Indentures unless otherwise
indicated. Wherever particular provisions of the Indentures are referred to,
such provisions are incorporated by reference as part of the statements made and
the statements are qualified in their entirety by such reference. The Indentures
are substantially identical, except for certain covenants of the Company
contained in the Senior Indenture and provisions relating to subordination
contained in the Subordinated Indenture.
GENERAL
The Indentures do not limit the aggregate principal amount of Debt
Securities which may be issued thereunder and provide that the Debt Securities
may be issued from time to time in one or more series. All Senior Securities
will be direct, unsecured and unsubordinated obligations of the Company and will
rank equally with any other unsecured and unsubordinated obligations of the
Company for
3
<PAGE>
borrowed money. All Subordinated Securities will be direct, unsecured
obligations of the Company and will be subordinated to the prior payment in full
of all Senior Indebtedness (which term includes the Senior Securities) of the
Company described below under "Provisions Applicable Solely to Subordinated
Securities -- Subordination." Except as described under "Provisions Applicable
Solely to Senior Securities," the Indentures do not limit other indebtedness or
securities which may be incurred or issued by the Company or any of its
subsidiaries or contain financial or similar restrictions on the Company or any
of its subsidiaries.
The Company's source of payment of the Debt Securities is revenues from
operations conducted directly by it and cash distributions from its
subsidiaries. Because a substantial majority of the Company's consolidated
assets and a significant portion of its earnings are accounted for by its
subsidiaries, the Company's cash flow and the consequent ability to service its
debt (including the Debt Securities) are dependent upon the earnings of such
subsidiaries and other companies in which the Company has investments and the
distribution of those earnings to the Company. To the extent the Company must
rely on earnings of its subsidiaries and other companies in which it has an
investment to pay amounts owed on the Debt Securities, the Debt Securities will
effectively be subordinated to all liabilities, including trade payables, of the
Company's subsidiaries and such other companies, except to the extent that the
Company's claims as a creditor of such companies may be recognized.
The Prospectus Supplement which accompanies this Prospectus shall set forth
where applicable the following terms of and information relating to the Debt
Securities offered thereby: (i) the designation, classification as Senior
Securities or Subordinated Securities and aggregate principal amount of the Debt
Securities; (ii) the percentage of the principal amount at which such Debt
Securities will be issued; (iii) the date or dates on which principal of, and
premium, if any, on the Debt Securities is payable; (iv) the rate per annum at
which the Debt Securities shall bear interest, if any, or the method by which
such rate shall be determined; (v) the dates from which interest, if any, will
accrue and on which interest will be payable and the related record dates or the
method by which such dates may be determined; (vi) any redemption, repayment or
sinking fund provisions; (vii) if the Debt Securities will be represented in
whole or in part by one or more global notes registered in the name of the
depository or its nominee; (viii) if the amount of payments of principal of or
premium, if any, or interest, if any, on the Debt Securities may be determined
with reference to an index, the manner in which such amount shall be determined;
and (ix) any other specific terms of the Debt Securities. (Section 2.3).
The Debt Securities will be issued only in fully registered form without
coupons and, unless otherwise specified in the accompanying Prospectus
Supplement, in denominations of $1,000 and any multiple thereof.
Unless otherwise specified in the accompanying Prospectus Supplement,
principal and premium, if any, will be payable, and the Debt Securities will be
transferable and exchangeable without any service charge, at the office of the
applicable Trustee. However, the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection with any
such transfer or exchange. (Section 3.2).
Interest on any series of Debt Securities is to be payable on the interest
payment dates set forth in the accompanying Prospectus Supplement to the persons
in whose names the Debt Securities are registered at the close of business on
the related record date and, unless other arrangements are made, will be paid by
checks mailed to such persons. (Sections 2.7 and 3.1).
If the Debt Securities are being issued as original issue discount
securities (bearing no interest or interest at a rate which at the time of
issuance is below market rates) to be sold at a substantial discount below the
stated principal amount, the federal income tax consequences and other special
considerations applicable to such original issue discount securities will be as
described in the Prospectus Supplement.
4
<PAGE>
PROVISIONS APPLICABLE SOLELY TO SENIOR SECURITIES
LIMITATIONS ON LIENS. The Senior Indenture provides that, so long as any
Senior Securities remain outstanding, the Company will not, and will not permit
any Subsidiary (as defined below), to issue, assume or guarantee any
Indebtedness (as defined below) which is secured by a mortgage, pledge, security
interest, lien or encumbrance (each a "lien") upon any assets, whether now owned
or hereafter acquired, of the Company or any such Subsidiary without effectively
providing that the Senior Securities (together with, if the Company shall so
determine, any other Indebtedness of the Company ranking equally with the Senior
Securities) shall be equally and ratably secured by a lien ranking ratably with
or equal to (or at the Company's option prior to) such secured Indebtedness,
except that the foregoing restriction shall not apply to: (a) liens on assets of
any corporation existing at the same time such corporation becomes a Subsidiary;
(b) liens on assets existing at the time of acquisition thereof, or to secure
the payment of the purchase price of such assets, or to secure indebtedness
incurred, assumed or guaranteed by the Company or a Subsidiary for the purpose
of financing the purchase price of such assets or improvements or construction
thereon, which indebtedness is incurred, assumed or guaranteed prior to, at the
time of, or within 360 days after such acquisition (or in the case of real
property, completion of such improvement or construction or commencement of full
operation of such property, whichever is later); (c) liens securing indebtedness
owing by any Subsidiary to the Company or wholly owned Subsidiary; (d) liens on
any assets of a corporation existing at the time such corporation is merged into
or consolidated with the Company or a Subsidiary or at the time of a purchase,
lease or other acquisition of the assets of a corporation or firm as an entirety
or substantially as an entirety by the Company or a Subsidiary; (e) liens on any
assets of the Company or a Subsidiary in favor of the United States of America
or any State thereof, or in favor of any other country, or political subdivision
thereof, to secure certain payments pursuant to any contract or statute or to
secure any indebtedness incurred or guaranteed for the purpose of financing all
or any part of the purchase price (or, in the case of real property, the cost of
construction) of the assets subject to such liens (including but not limited to,
liens incurred in connection with pollution control, industrial revenue or
similar financing); (f) any extension, renewal or replacement (or successive
extensions, renewals or replacements) in whole or in part, of any lien referred
to in the foregoing clauses (a) to (e), inclusive; (g) certain statutory liens
or other similar liens arising in the ordinary course of business of the Company
or a Subsidiary, or certain liens arising out of governmental contracts; (h)
certain pledges, deposits or liens made or arising under worker's compensation
or similar legislation or in certain other circumstances; (i) certain liens in
connection with legal proceedings, including certain liens arising out of
judgments or awards; (j) liens for certain taxes or assessments, landlord's
liens and liens and charges incidental to the conduct of the business, or the
ownership of the assets of the Company or of a Subsidiary, which were not
incurred in connection with the borrowing of money and which do not in the
opinion of the Company, materially impair the use of such assets in the
operation of the business of the Company or such Subsidiary or the value of such
assets for the purposes thereof; or (k) liens not permitted by the foregoing
clauses (a) to (j), inclusive, if at the time of and after giving effect to, the
creation or assumption of such lien, the aggregate amount of all Indebtedness of
the Company and its Subsidiaries secured by all liens not so permitted by the
foregoing clauses (a) through (j), inclusive, together with the Attributable
Debt (as defined below) in respect of Sale and Lease-Back Transactions permitted
by paragraph (a) under "Limitation on Sale and Lease-Back Transactions" below
does not exceed 10% of Consolidated Net Tangible Assets (as defined below).
(Section 3.9 of the Senior Indenture).
LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS. The Senior Indenture
provides that the Company will not, and will not permit any Subsidiary to, enter
into any arrangement with any person providing for the leasing by the Company or
a Subsidiary of any property or assets, other than any such arrangement
involving a lease for a term, including renewal rights, for not more than three
years, whereby such property or asset has been or is to be sold or transferred
by the Company or a Subsidiary to such person (a "Sale and Lease-Back
Transaction") unless (a) the Company or such Subsidiary would, at the time of
entering into a Sale and Lease-Back Transaction, be entitled to incur
5
<PAGE>
Indebtedness secured by a lien on the property or assets to be leased in an
amount at least equal to the Attributable Debt in respect of such transaction
without equally and ratably securing the Senior Securities pursuant to the
provisions described under "Limitations on Liens" above or (b) the proceeds of
the sale of the property or assets to be leased are at least equal to their fair
market value and an amount equal to the proceeds are applied, within 90 days of
the effective date of such transaction, to the purchase or acquisition (or, in
the case of real property, the construction) of property or assets or to the
retirement (other than at maturity or pursuant to a mandatory sinking fund or
redemption provision) of Senior Securities or of Funded Indebtedness (as defined
below) of the Company or a consolidated Subsidiary ranking on a parity with or
senior to the Senior Securities. (Section 3.10 of the Senior Indenture).
DEFINITIONS. "Attributable Debt" means in connection with a sale and
lease-back transaction the aggregate of present values (discounted at a rate per
annum equal to the average interest borne by all outstanding Senior Securities
determined on a weighted average basis and compounded semi-annually) of the
obligations of the Company or any Subsidiary for rental payments during the
remaining term of the applicable lease (including any period for which such
lease has been extended or may, at the option of the lessor, be extended).
"Consolidated Net Tangible Assets" means, at any date, the total assets
appearing on the most recently prepared consolidated balance sheet of the
Company and the Subsidiaries as of the end of a fiscal quarter of the Company,
prepared in accordance with generally accepted accounting principles, less all
current liabilities as shown on such balance sheet and intangible assets (as
defined below).
"Funded Indebtedness" means any Indebtedness maturing by its terms more than
one year from the date of the determination thereof, including any Indebtedness
renewable or extendable at the option of the obligor to a date later than one
year from the date of the determination thereof.
"Indebtedness" means (i) all obligations for borrowed money, (ii) all
obligations evidenced by bonds, debentures, notes or other similar instruments,
(iii) all obligations in respect of letters of credit or bankers acceptances or
similar instruments (or reimbursement obligations with respect thereto), (iv)
all obligations to pay the deferred purchase price of property or services,
except trade accounts payable arising in the ordinary course of business, (v)
all obligations as lessee which are capitalized in accordance with generally
accepted accounting principles and (vi) all Indebtedness of others guaranteed by
the Company or any of its subsidiaries or for which the Company or any of its
subsidiaries is otherwise responsible or liable (whether by agreement to
purchase indebtedness of, or to supply funds or to invest in, others).
"intangible assets" means the value (net of any applicable reserves) as
shown on or reflected in such balance sheet of: (i) all trade names, trademarks,
licenses, patents, copyrights and goodwill; (ii) organizational costs; and (iii)
deferred charges (other than prepaid items such as insurance, taxes, interest,
commissions, rents and similar items and tangible assets being amortized); but
in no event shall the term "intangible assets" include product development
costs.
"Subsidiary" means any corporation of which at least a majority of the
outstanding securities having voting power under ordinary circumstances for the
election of the board of directors of said corporation shall at the time
directly or indirectly be owned or controlled by the Company or by the Company
and one or more Subsidiaries or by one or more Subsidiaries. (Section 1.1 of the
Senior Indenture).
PROVISIONS APPLICABLE SOLELY TO SUBORDINATED SECURITIES
SUBORDINATION. The indebtedness evidenced by the Subordinated Securities is
subordinate to the prior payment in full of all Senior Indebtedness (as
defined). During the continuance beyond any applicable grace period of any
default in the payment of any Senior Indebtedness, no direct or indirect payment
(in cash, property, securities, by set-off or otherwise) will be made or agreed
to be made for principal, premium, if any, or interest, if any, on the
Subordinated Securities, or in respect of any redemption, retirement, purchase,
other acquisition or defeasance of the Subordinated Securities. In
6
<PAGE>
addition, upon any distribution of assets of the Company upon any dissolution,
winding up, liquidation or reorganization, any payment or distribution, whether
in cash, securities or other property, made on account of the principal of or
interest, if any, on the Subordinated Securities is to be subordinated to the
extent provided in the Subordinated Indenture in right of payment to the prior
payment in full of all Senior Indebtedness. By reason of such subordination, in
the event of the Company's bankruptcy, dissolution or reorganization, holders of
Senior Indebtedness may receive more, ratably, and holders of the Subordinated
Securities may receive less, ratably, than the other creditors of the Company.
Such subordination will not prevent the occurrence of any Event of Default under
the Subordinated Indenture. (Sections 12.1, 12.2 and 12.3 of the Subordinated
Indenture).
The subordination of any series of Subordinated Securities is expressly made
subject to the provisions of the Subordinated Indenture described under
"Discharge, Defeasance and Covenant Defeasance" below and, upon the
effectiveness of any such discharge, defeasance or covenant defeasance for a
series of Subordinated Securities, the series shall cease to be subordinated.
(Section 12.8 of the Subordinated Indenture).
The term "Senior Indebtedness" means the principal of, premium, if any, and
interest on, and any other payment due pursuant to any of the following, whether
outstanding on the date of the Subordinated Indenture or thereafter incurred or
created:
(a) all indebtedness of the Company for money borrowed (including any
indebtedness secured by a mortgage, conditional sales contract or other lien
which is (i) given to secure all or part of the purchase price of property
subject thereto, whether given to the vendor of such property or to another,
or (ii) existing on property at the time of acquisition thereof);
(b) all indebtedness of the Company evidenced by notes, debentures,
bonds or other securities (including the Senior Securities);
(c) all lease obligations of the Company which are capitalized on the
books of the Company in accordance with generally accepted accounting
principles;
(d) all indebtedness of others of the kinds described in any of the
preceding clauses (a) or (b) and all lease obligations of others of the kind
described in the preceding clause (c) assumed by or guaranteed in any manner
by the Company or in effect guaranteed by the Company through an agreement
to purchase, contingent or otherwise; and
(e) all renewals, extensions or refundings of indebtedness of the kinds
described in any of the preceding clauses (a), (b) or (d) and all renewals
or extensions of leases of the kinds described in any of the preceding
clauses (c) or (d);
unless, in the case of any particular indebtedness, lease, renewal, extension or
refunding, the instrument or lease creating or evidencing the same or the
assumption or guarantee of the same expressly provides that such indebtedness,
lease, renewal, extension or refunding is subordinate to any other indebtedness
of the Company or is not superior in right of payment to, or is PARI PASSU with,
the Subordinated Securities. Notwithstanding the foregoing, Senior Indebtedness
shall not include (i) any indebtedness or lease obligation of any kind of the
Company to any subsidiary of the Company, a majority of the voting stock of
which is owned by the Company, or (ii) indebtedness for trade payables or
constituting the deferred purchase price of assets or services incurred in the
ordinary course of business. (Section 1.1 of the Subordinated Indenture).
As of March 31, 1994, the Company had approximately $296,273,465 million of
consolidated indebtedness outstanding (excluding accrued interest thereon) which
would have constituted either Senior Indebtedness or indebtedness of
subsidiaries of the Company. Except as described under "Provisions Applicable
Solely to Senior Securities," the Indentures do not limit other indebtedness or
securities which may be incurred or issued by the Company or any of its
subsidiaries or contain financial or similar restrictions on the Company or any
of its subsidiaries.
7
<PAGE>
MERGER, CONSOLIDATION, SALE, LEASE OR CONVEYANCE
Each Indenture provides that the Company will not merge or consolidate with
any other person and will not sell, lease or convey all or substantially all of
its assets to any person, unless the Company shall be the continuing
corporation, or the successor corporation or person that acquires all or
substantially all of the assets of the Company shall be a corporation organized
under the laws of the United States or a State thereof or the District of
Columbia and shall expressly assume all obligations of the Company under the
applicable Indenture and the Debt Securities issued thereunder, and immediately
after such merger, consolidation, sale, lease or conveyance, the Company, such
person or such successor corporation shall not be in default in the performance
of the covenants and conditions of such Indenture to be performed or observed by
the Company. (Section 8.1).
EVENTS OF DEFAULT
An Event of Default with respect to Debt Securities of any series is defined
in each Indenture as being: (i) default for 30 days in payment of any interest
upon any Debt Securities of such series; (ii) default in any payment of
principal or premium, if any, upon any Debt Securities of such series; (iii)
default by the Company in performance of any other of the covenants or
agreements in respect of the Debt Securities of such series or the applicable
Indenture which shall not have been remedied for a period of 60 days after
written notice specifying that such notice is a "Notice of Default" under such
Indenture; (iv) certain events involving bankruptcy, insolvency or
reorganization of the Company; or (v) any other Event of Default established for
the Debt Securities of such series set forth in the Prospectus Supplement.
(Section 4.1). Each Indenture provides that the applicable Trustee may withhold
notice to the holders of any series of the Debt Securities of any default
(except in payment of principal of, or interest on, such series of Debt
Securities) if such Trustee considers it in the interest of the holders of such
series of Debt Securities to do so. (Section 4.11).
Each Indenture provides that (a) if an Event of Default due to the default
in payment of principal of, premium, if any, or interest on, any series of Debt
Securities issued under the applicable Indenture or due to the default in the
performance or breach of any other covenant or agreement of the Company
applicable to the Debt Securities of such series but not applicable to all
outstanding Debt Securities issued under such Indenture shall have occurred and
be continuing, either the applicable Trustee or the holders of not less than 25%
in principal amount of the Debt Securities of each affected series issued under
such Indenture and then outstanding (each such series voting as a separate
class) may declare the principal of all Debt Securities of such affected series
and interest accrued thereon to be due and payable immediately and (b) if an
Event of Default due to a default in the performance of any other of the
covenants or agreements in such Indenture applicable to all outstanding Debt
Securities issued thereunder and then outstanding or due to certain events of
bankruptcy, insolvency and reorganization of the Company shall have occurred and
be continuing, either the applicable Trustee or the holders of not less than 25%
in principal amount of all Debt Securities issued under such Indenture and then
outstanding (treated as one class) may declare the principal on all such Debt
Securities and interest accrued thereon to be due and payable immediately, but
upon certain conditions such declarations may be annulled and past defaults may
be waived (except a continuing default in payment of principal of (or premium,
if any) or interest on such Debt Securities) by the holders of a majority in
principal amount of the Debt Securities of all such affected series then
outstanding under such Indenture (each such series voting as a separate class).
(Sections 4.1 and 4.10).
The holders of a majority in principal amount of the Debt Securities of each
series then outstanding and affected (with each series voting as a separate
class) shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee with respect to the Debt
Securities of such series under the applicable Indenture, subject to certain
limitations specified in such Indenture, provided that the holders of such Debt
Securities shall have offered to such Trustee reasonable indemnity against
expenses and liabilities. (Sections 4.9 and 5.2(d)).
Each Indenture provides that no holder of Debt Securities of any series may
institute any action against the Company under the applicable Indenture (except
actions for payment of overdue principal,
8
<PAGE>
premium or interest) unless such holder previously shall have given to the
applicable Trustee written notice of default and continuance thereof and unless
the holders of not less than 25% in principal amount of the Debt Securities of
each affected series (with each series voting as a separate class) issued under
such Indenture and then outstanding shall have requested such Trustee to
institute such action and shall have offered such Trustee reasonable indemnity,
and such Trustee shall not have instituted such action within 60 days of such
request and the Trustee shall not have received direction inconsistent with such
written request by the holders of a majority in principal amount of the Debt
Securities of each affected series (with each series voting as a separate class)
issued under such Indenture and then outstanding. (Sections 4.6 and 4.7).
Each Indenture requires the annual filing by the Company with the applicable
Trustee of a written statement as to compliance with all conditions and
covenants contained in the applicable Indenture. (Section 3.5).
DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE
The Company can discharge or defease its obligations under the Indentures as
set forth below.
Under terms satisfactory to the applicable Trustee, the Company may
discharge certain obligations to holders of any series of Debt Securities issued
under the applicable Indenture which have not already been delivered to such
Trustee for cancellation and which have either become due and payable or are by
their terms due and payable within one year (or scheduled for redemption within
one year) by irrevocably depositing with such Trustee cash or U.S. Government
Obligations (as defined in such Indenture) as trust funds in an amount certified
to be sufficient to pay at maturity (or upon redemption) the principal of and
interest on such Debt Securities. (Section 9.1).
In case of any series of Debt Securities the exact amounts of principal of
and interest due on such series can be determined at the time of making the
deposit referred to below, the Company at its option at any time may also (i)
discharge any and all of its obligations to holders of such series of Debt
Securities issued under the applicable Indenture ("defeasance"), but may not
thereby avoid its duty to register the transfer or exchange of such series of
Debt Securities, to replace any temporary, mutilated, destroyed, lost, or stolen
Debt Securities of such series or to maintain an office or agency in respect of
such series of Debt Securities or (ii) be released, with respect to any
outstanding series of Senior Securities issued under the Senior Indenture, from
the obligations imposed by the covenants described under the caption "Provisions
Applicable Solely to Senior Securities" above and, with respect to any
outstanding series of Debt Securities issued under either Indenture, from the
obligations imposed by the covenant under the caption "Merger, Consolidation,
Sale, Lease, or Conveyance" above and omit to comply with such covenants without
creating an Event of Default ("covenant defeasance"), in each case on the 121st
day after the conditions set forth below have been satisfied. Defeasance or
covenant defeasance may be effected only if, among other things: (i) the Company
irrevocably deposits with the applicable Trustee cash and/or U.S. Government
Obligations, as trust funds in an amount certified by a nationally recognized
firm of independent public accountants to be sufficient to pay each installment
of principal of and interest on all outstanding Debt Securities of such series
issued under the applicable Indenture on the dates such installments of
principal and interest are due; and (ii) the Company delivers to such Trustee an
opinion of counsel to the effect that the holders of such series of Debt
Securities will not recognize income, gain or loss for United States federal
income tax purposes as a result of such defeasance or covenant defeasance and
will be subject to United States federal income tax on the same amounts and in
the same manner and at the same times as would have been the case if such
defeasance or covenant defeasance had not occurred (in the case of defeasance,
such opinion must be based on a ruling of the Internal Revenue Service or a
change in United States federal income tax law occurring after the date of such
Indenture). (Sections 9.2, 9.3, 9.4 and 9.5).
MODIFICATION OF THE INDENTURES
Each Indenture contains provisions permitting the Company and the applicable
Trustee, with the consent of the holders of not less than 66 2/3% in principal
amount of the Debt Securities at the time
9
<PAGE>
outstanding of all series affected (voting as one class) under the applicable
Indenture, to modify such Indenture or any supplemental indenture or the rights
of the holders of the Debt Securities except that no such modification shall (i)
extend the final maturity of any of the Debt Securities or reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest
thereon, or reduce any amount payable on redemption thereof, or reduce the
amount of any original issue discount security payable upon acceleration or
provable in bankruptcy or impair or affect the right of any holder of the Debt
Securities to institute suit for the payment thereof or, with respect to the
Subordinated Indenture, modify the provisions with respect to the subordination
of the Subordinated Securities in a manner adverse to the holders of the
Subordinated Securities in any material respect, without the consent of the
holder of each of the Debt Securities so affected or (ii) reduce the aforesaid
percentage in principal amount of Debt Securities, the consent of the holders of
which is required for any such modification, without the consent of the holders
of all Debt Securities then outstanding under such Indenture. (Section 7.2).
CONCERNING THE TRUSTEES
The Senior Trustee and the Subordinated Trustee act as depositories for
funds of, may make loans to, or perform other services for, the Company and its
subsidiaries in the normal course of business.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities being offered hereby in four ways:
(i) directly to purchasers; (ii) through agents; (iii) through underwriters; and
(iv) through dealers.
Offers to purchase Debt Securities may be solicited directly by the Company
or by agents designated by the Company from time to time. Any such agent, who
may be deemed to be an underwriter as that term is defined in the Securities
Act, involved in the offer or sale of the Debt Securities in respect of which
this Prospectus is delivered, will be named, and any commissions payable by the
Company to such agent will be set forth, in the Prospectus Supplement. Unless
otherwise indicated in the Prospectus Supplement, any such agent will be acting
on a reasonable efforts basis for the period of its appointment. The Company
shall have the sole right to accept offers to purchase Debt Securities and may
reject any proposed offer in whole or in part. Agents shall have the right, in
their sole discretion, to reject any offer received by them to purchase the Debt
Securities in whole or in part. Agents may be entitled under agreements which
may be entered into with the Company to indemnification by the Company against
certain liabilities, including liabilities under the Securities Act, and may
engage in transactions with or perform services for the Company in the ordinary
course of business.
If an underwriter or underwriters are utilized in the sale of the Debt
Securities in respect of which this Prospectus is delivered, the Company will
execute an underwriting agreement with such underwriters at the time of the sale
to them and the names of the underwriters and the terms of the transaction will
be set forth in the Prospectus Supplement, which will be used by the
underwriters to make resales of the Debt Securities in respect of which this
Prospectus is delivered to the public. The underwriters may be entitled, under
the relevant underwriting agreement, to indemnification by the Company against
certain liabilities, including liabilities under the Securities Act.
If a dealer is utilized in the sale of the Debt Securities in respect of
which this Prospectus is delivered, the Company will sell such Debt Securities
to the dealer, as principal. The dealer may then resell such Debt Securities to
the public at varying prices to be determined by such dealer at the time of
resale. Dealers may be entitled to indemnification by the Company against
certain liabilities, including liabilities under the Securities Act.
The place and time of delivery for the Debt Securities in respect of which
this Prospectus is delivered are set forth in the accompanying Prospectus
Supplement.
10
<PAGE>
EXPERTS
The consolidated financial statements and the related supplemental schedules
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K have been audited by Deloitte & Touche, independent public
accountants, as stated in their reports, which are incorporated herein by
reference, and have been so incorporated in reliance upon such reports given
upon the authority of that firm as experts in accounting and auditing.
The consolidated financial statements of Burks Pumps, Inc. incorporated in
this Prospectus by reference from the Company's Current Report on Form 8-K filed
with the Commission on January 12, 1994, as amended by Form 8-K-A filed with the
Commission on January 26, 1994, have been audited by Price Waterhouse,
independent accountants, as stated in their report, which is incorporated herein
by reference, and have been so incorporated in reliance upon such report given
upon the authority of that firm as experts in accounting and auditing.
The consolidated financial statements of ELDEC Corporation as of March 28,
1993 and March 29, 1992 and for the three years ended March 28, 1993
incorporated in this Prospectus by reference to the Company's Current Report on
Form 8-K filed with the Commission on March 31, 1994, as amended by Form 8-K-A
filed with the Commission on May 2, 1994, have been audited by Coopers &
Lybrand, independent public accountants, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
such report given upon the authority of that firm as experts in accounting and
auditing.
The consolidated financial statements of Mark Controls Corporation
incorporated in this Prospectus by reference from the Company's Current Report
on Form 8-K filed with the Commission on May 12, 1994, as amended by Form 8-K-A
filed with the Commission on May 12, 1994, have been audited by Arthur Andersen
& Co., independent public accountants, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
such report given upon the authority of that firm as experts in accounting and
auditing.
LEGAL OPINIONS
The validity of the Debt Securities offered hereby will be passed upon for
the Company by Paul R. Hundt, Esq., Vice President, General Counsel and
Secretary of the Company. Certain legal matters relating to the Debt Securities
offered hereby will be passed upon for any underwriters by Davis Polk &
Wardwell. As of May 10, 1994, Mr. Hundt held 146,430 shares of the Company's
common stock directly, of which 38,250 shares are subject to forfeiture upon
failure of the vesting conditions in the Company's Restricted Stock Award Plan,
3,134 shares of common stock under the Company's Savings and Investment Plan and
options to purchase 96,090 shares of common stock, granted under the Company's
Stock Option Plan.
11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Registration Fee................................................. $ 103,449
Printing and Engraving........................................... 30,000
Legal Fees....................................................... 10,000
Accounting Fees.................................................. 25,000
Blue Sky Fees.................................................... 20,000
Rating Agencies' Fees............................................ 120,000
Trustee's Fees................................................... 7,500
Miscellaneous.................................................... 29,051
---------
Total.......................................................... $ 345,000
---------
---------
</TABLE>
Each of the amounts set forth above, other than the Registration Fee, is an
estimate.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 145 of the Delaware General Corporation Act permits the Company to
indemnify officers, directors or employees against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement in connection
with legal proceedings "if [as to any officer, director or employee] he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to
the best interests of the corporation, and, with respect to any criminal act or
proceeding, had no reasonable cause to believe his conduct was unlawful,"
provided that with respect to actions by, or in the right of the corporation
against, such individuals, indemnification is not permitted as to any matter as
to which such person "shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation, unless, and only
to the extent that, the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court shall deem proper."
Individuals who are successful in the defense of such action are entitled to
indemnification against expenses reasonably incurred in connection therewith.
The By-Laws of the Company require the Company to indemnify directors and
officers against liabilities which they may incur under the circumstances set
forth in the preceding paragraph.
The Company maintains standard policies of insurance under which coverage is
provided (a) to its directors and officers against loss rising from claims made
by reason of breach of duty or other wrongful act and (b) to the Company with
respect to payments which may be made by the Company to such officers and
directors pursuant to the above indemnification provision or otherwise as a
matter of law.
On April 27, 1987, shareholders of Crane, at the Annual Meeting of the
Company, approved an amendment to the Certificate of Incorporation limiting
directors' liability to the full extent permitted under Delaware law and also
approved indemnification agreements for directors and key officers. Disclosure
with respect to the amendment to the Certificate of Incorporation and the text
of the indemnity agreements was contained in the Company's Proxy Statement
issued in connection with its April 27, 1987 Annual Meeting, which is hereby
incorporated by reference herein. The amendment became effective upon its filing
with the State of Delaware on May 7, 1987 and the indemnity agreements become
effective upon their execution.
The proposed forms of Underwriting Agreement and Distribution Agreement
filed as Exhibits 1.1 and 1.2, respectively, to this Registration Statement
provide for indemnification of directors and officers of the Registrant by the
underwriters against certain liabilities.
II-1
<PAGE>
ITEM 16. EXHIBITS
The following exhibits are filed as a part of this Registration Statement:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
1.1 Form of Underwriting Agreement
1.2 Form of Distribution Agreement
4.1 Senior Indenture dated as of April 1, 1991 between Crane and The Bank of New York, as Trustee, including
the forms of Debt Securities (incorporated by reference to Exhibit 4 to the Registration Statement on
Form S-3 of Crane (No. 33-39658))
4.2 Form of Subordinated Indenture between Crane and The First National Bank of Chicago, as Trustee
5 Opinion of Paul R. Hundt
12 Computation of Ratios of Earnings to Fixed Charges
23.1 Consent of Deloitte & Touche
23.2 Consent of Paul R. Hundt (included in Exhibit 5)
23.3 Consent of Price Waterhouse
23.4 Consent of Coopers & Lybrand
23.5 Consent of Arthur Andersen & Co.
25.1 Form T-1 Statement of Eligibility and Qualification Under the Trust Indenture Act of 1939 of The Bank of
New York (incorporated by reference to Exhibit 26 to the Registration Statement on Form S-3 of Crane
(No. 33-39658))
25.2 Form T-1 Statement of Eligibility and Qualification Under the Trust Indenture Act of 1939 of The First
National Bank of Chicago
</TABLE>
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and persons
controlling the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification (other than by
policies of insurance) is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer, or controlling person of
the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 19th day of May,
1994.
CRANE CO.
By: __________/s/__R.S. EVANS_________
R.S. Evans
CHAIRMAN OF THE BOARD
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Paul R. Hundt and Thomas J. Ungerland, and each
of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and revocation, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to file
the same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and things requisite and necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------------ -------------------------------- -----------------------
<C> <S> <C>
Chairman of the Board,
/s/R.S. EVANS Principal Executive Officer and May 17, 1994
R.S. Evans Director
/s/D.S. SMITH Vice President
D.S. Smith Principal Financial Officer May 17, 1994
/s/M.L. RAITHEL Controller and Principal
M.L. Raithel Accounting Officer May 17, 1994
/s/MONE ANATHAN, III
Mone Anathan, III Director May 16, 1994
/s/E. THAYER BIGELOW, JR.
E. Thayer Bigelow, Jr. Director May 17, 1994
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------------ -------------------------------- -----------------------
/s/RICHARD S. FORT
Richard S. Fort Director May 17, 1994
<C> <S> <C>
/s/DORSEY R. GARDNER
Dorsey R. Gardner Director May 17, 1994
/s/DWIGHT C. MINTON
Dwight C. Minton Director May 17, 1994
/s/C.J. QUEENAN, JR.
C.J. Queenan, JR. Director May 17, 1994
/s/A.A. SEELIGSON, JR.
A.A. Seeligson, JR. Director May 17, 1994
/s/BORIS YAVITZ
Boris Yavitz Director May 17, 1994
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- ----------- ---------------------------------------------------------------------------------------- -----------------
<S> <C> <C>
1.1 Form of Underwriting Agreement
1.2 Form of Distribution Agreement
4.1 Senior Indenture dated as of April 1, 1991 between Crane and The Bank of New York, as
Trustee, including the forms of Debt Securities (incorporated by reference to Exhibit 4
to the Registration Statement on Form S-3 of Crane (No. 33-39658))
4.2 Form of Subordinated Indenture between Crane and The First National Bank of Chicago, as
Trustee
5 Opinion of Paul R. Hundt
12 Computation of Ratios of Earnings to Fixed Charges
23.1 Consent of Deloitte & Touche
23.2 Consent of Paul R. Hundt (included in Exhibit 5)
23.3 Consent of Price Waterhouse
23.4 Consent of Coopers & Lybrand
23.5 Consent of Arthur Andersen & Co.
25.1 Form T-1 Statement of Eligibility and Qualification Under the Trust Indenture Act of
1939 of The Bank of New York (incorporated by reference to Exhibit 26 to the
Registration Statement on Form S-3 of Crane (No. 33-39658))
25.2 Form T-1 Statement of Eligibility and Qualification Under the Trust Indenture Act of
1939 of The First National Bank of Chicago
</TABLE>
