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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Crane Co.
________________________________________________________________
Exact Name of registrant as specified in its charter
Delaware 13-1952290
________________________________________________________________
State or other jurisdiction of I.R.S. Employer
incorporation or organization Identification No.
100 First Stamford Place, Stamford, CT 06902
Address of Principal Executive Offices (zip code)
CRANE CO. RESTRICTED STOCK AWARD PLAN
Full title of the plan
Paul R. Hundt, Secretary
Crane Co., 100 First Stamford Place, Stamford, CT. 06902
Name and address of agent for service
203-363-7300
Telephone number of agent for service
COPY TO:
Thomas J. Ungerland, Esq., Assistant Secretary
Crane Co., 100 First Stamford Place, Stamford, CT 06902
CALCULATION OF REGISTRATION FEE
________________________________________________________________
Title of Amount to Proposed Proposed Amount of
Securities be maximum maximum registration
to be registered offering aggregate fee
registered price per offering
share
________________________________________________________________
Common Share 92,994 shs $35.25 $3,278,039 $1,130.36
par value (1) (2) (2)
per share
________________________________________________________________
(1) Such additional indeterminable amount of Common Shares is
hereby registered as may be required by reason of the
antidilution provisions of the Crane Co. Restricted Stock
Award Plan.
(2) Pursuant to Rule 457(c) of the General Rules and
Regulations under the Securities Act of 1933 (the "Rules"),
the registration fee is calculated on the basis of the
average of the high and low prices as reported on the New
York Stock Exchange-Consolidated Trading on May 12, 1995.
(3) Pursuant to Rule 429 of the Rules, the prospectus materials
to be utilized in connection with the offering of
securities under this Registration Statement will also be
used in connection with the offering of securities of the
registrant registered under Registration Statement on Form
S-8 file No.33-22904.
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Incorporated By Reference
The contents of Registration Statement on Form S-8 File No. 33-
22904 are incorporated herein by reference.
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Exhibits
4. (a) Crane Co. Restricted Stock Award Plan, as amended
through May 10, 1993.
(b)(i) Restricted Stock Award Agreement - Incentive Award
(ii) Restricted Stock Award Agreement - Time Vesting
5. Opinion and Consent of Paul R. Hundt, Esq., General Counsel
& Secretary of the registrant.
23. Consent of Deloitte & Touche LLP.
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Additional Undertaking
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of 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 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 of 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 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.
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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-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned thereunto duly authorized, in
the City of Stamford, State of Connecticut on the 17th day of
May, 1995.
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 thing
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 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 date indicated.
SIGNATURE TITLE DATE
/S/R. S. Evans Chairman of the Board
R. S. Evans Principal Executive
Officer and Director May 17, 1995
/S/D. S. Smith Vice President
D. S. Smith Principal Financial Officer May 17, 1995
/S/M. L. Raithel Controller Principal
M. L. Raithel Accounting Officer May 17, 1995
/S/M. Anathan,III Director May 8, 1995
M. Anathan, III
Director May 8, 1995
E. T. Bigelow, Jr.
/S/R. S. Forte' Director May 8, 1995
R. S. Forte'
/S/D. R. Gardner Director May 8, 1995
D. R. Gardner
/S/J. Gaulin Director May 8, 1995
J. Gaulin
/S/D. C. Minton Director May 8, 1995
D. C. Minton
/S/C. J. Queenan,Jr. Director May 8, 1995
C. J. Queenan, Jr.
/S/B. Yavitz Director May 8, 1995
B. Yavitz
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<PAGE>
Exhibit 4(a)
CRANE CO.
RESTRICTED STOCK AWARD PLAN
(As Amended through May 10, 1993)
1. Purposes of the Plan
The 1988 Restricted Stock Award Plan (the "Plan") for
key officers and employees of Crane Co. (the "Company") is
intended to attract and retain employees of the Company and
its subsidiaries who are and will be contributing to the
success of the business; to motivate and reward outstanding
employees who have made significant contributions to the
success of the Company and encourage them to continue to
give their best efforts to its future success; to provide
competitive incentive compensation opportunities; and to
further opportunities for stock ownership by such employees
in order to increase their proprietary interest in the
Company and to increase their personal interest in its
continued success. Accordingly, the Company may, from time
to time, on or before May 30, 1998, grant to selected key
officers and employees ("Participants") awards of shares of
Common Stock par value $1.00, of the Company ("Common
Stock") subject to the terms and conditions hereinafter
provided.
2. Administration of the Plan
This Plan shall be administered by the Organization and
Compensation Committee of the Board of Directors of the
Company or by such other Committee composed of at least
three members of the Board of Directors of the Company as
may be designated by the Board. Such Committee (the
"Committee") is authorized to interpret the Plan and may
from time to time adopt such rules and regulations for
carrying out the Plan as it may deem appropriate. No member
of the Committee shall be eligible to participate in, and no
person shall become a member of the Committee if within one
year prior thereto he or she shall have been eligible to
participate in this Plan or any other plan of the Company or
any of its affiliates (other than the 1988 Non-Employee
Director Restricted Stock Plan) entitling the participants
therein to acquire stock, stock options, stock appreciation
rights or restricted stock of the Company or any of its
affiliates. Decisions of the Committee in connection with
the administration of the Plan shall be final, conclusive
and binding upon all parties, including the Company,
stockholders and employees.
The Committee may employ attorneys, consultants,
accountants or other persons and the Committee and the
Company and its officers and directors shall be entitled to
rely upon the advice, opinions or valuations of any such
persons. All usual and reasonable expenses of the Committee
shall be paid by the Company. No member shall receive
compensation with respect to his services for the Committee
except as may be authorized by the Board of Directors. All
actions taken and all interpretations and determinations
made by the Committee in good faith shall be final and
binding upon all employees who have received awards, the
Company and all other interested persons. No member of the
Committee shall be personally liable for any action,
determination, or interpretation taken or made in good faith
with respect to the Plan or awards made thereunder, and all
members of the Committee shall be fully indemnified and
protected by the Company in respect of any such action,
determination or interpretation.
Subject to the terms, provisions and conditions of this
Plan as set forth herein, the Committee shall have sole
discretion and authority:
(a) to select the key officers and employees to receive
awards under the Plan (it being understood that more than
one award may be granted to the same person);
(b) to determine the number of shares to be awarded
each recipient;
(c) to determine the restrictions as to period and the
market value threshold applicable to each award;
(d) to determine the time or times when awards may be
granted and any additional terms and conditions which may be
placed upon receiving such award; and
(e) to prescribe the form of agreement, legend or other
instruments evidencing any awards granted under this Plan.
"With respect to any outstanding awards, the Committee
shall have sole discretion and authority to modify at any
time the restriction as to period (as well as any schedule
of installments for the lapse thereof), the market value
threshold applicable thereto, the terms and conditions
placed thereon, and the form of agreement, legend or other
instrument evidencing such award provided that no such
modification shall increase the benefit under such award
beyond that which the Committee could have originally
granted at the time of the award, or shall impair the rights
of any participant under such award except in accordance
with the Plan, or any applicable agreement, or applicable
law, or with consent of the participant."
3. Stock Subject to the Plan
The aggregate number of shares of Common Stock which
may be awarded under the Plan shall not exceed 1,000,000
shares provided, however, effective May 10, 1993 the maximum
number of shares which may be awarded under the Plan shall
be increased so that the number of shares available for
grant under the Plan on and after that date shall be 500,000
shares. Shares to be awarded under this Plan shall be made
available, at the discretion of the Board of Directors,
either from the authorized but unissued shares of Common
Stock of the Company or from shares of Common Stock
reacquired by the Company, including shares purchased in the
open market. If any shares of Common Stock awarded under
the Plan are reacquired by the Company in accordance with
Section 6(c) of the Plan, such shares shall again become
available for use under the Plan and shall be regarded as
not having been previously awarded.
4. Eligibility
Restricted stock shall be awarded only to key officers
and employees of the Company or of a subsidiary of the
Company. The term "employees" shall include officers as
well as other employees of the Company and its subsidiaries
and shall include directors who are also employees of the
Company or of a subsidiary of the Company.
5. Awards and Certificates
(a) The prospective recipient of an award of
restricted stock shall not, with respect to such award, be
deemed to have become a participant or to have any rights
with respect to such award until and unless such recipient
shall have executed an agreement or other instrument
evidencing the award and delivered a fully executed copy
thereof to the Company and otherwise complied with the then
applicable terms and conditions.
(b) Each participant shall be issued a certificate in
respect of shares of restricted stock awarded under the
Plan. Such certificate shall be registered in the name of
the participant, and shall bear an appropriate legend
referring to the terms, conditions and restrictions
applicable to such award substantially in the following
form:
"The transferability of this certificate and the shares
of stock represented hereby are subject to the terms
and conditions (including forfeiture) of the 1988
Restricted Stock Award Plan of Crane Co. and an
Agreement entered into between the registered owner and
Crane Co. Copies of such Plan and Agreement are on
file in the offices of Crane Co., 100 First Stamford
Place, Stamford, CT 06902."
(c) All certificates for restricted stock delivered
under this Plan shall be subject to such stock-transfer
orders and other restrictions as the Committee may deem
advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any
stock exchange upon which the Common Stock is then listed
and any applicable federal or state securities law, and the
Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such
restrictions.
(d) The Committee may adopt rules which provide that
the stock certificates evidencing such shares may be held in
custody by a bank or other institution, or that the Company
may itself hold such shares in custody until the
restrictions thereon shall have lapsed and may require, as a
condition of any award, that the participant shall have
delivered a stock power endorsed in blank relating to the
stock covered by such award.
(e) Recipients of awards under this Plan are not
required to make any payment or provide consideration other
than the rendering of services.
(f) The Committee will have the discretion, as to any
award, to award a separate cash amount, payable to the
participant at the time when the forfeiture restrictions on
the restricted stock lapse or at such earlier time as a
participant may elect to be taxed with respect to such
restricted stock equal to (i) the federal income tax and
golden parachute excise tax (if any) payable with respect to
the lapse of such restrictions or with respect to such
election, divided by (ii) one (1) minus the total effective
federal income and excise tax rate applicable as a result of
the lapse of such restrictions or a result of such election.
6. Restrictions and Forfeitures
The shares of Common Stock awarded pursuant to the Plan
shall be subject to the following restrictions and
conditions:
(a) Subject to subparagraph (d) hereof, commencing
with the date of each award (the "Restriction Period"), the
participant will not be permitted to sell, transfer, pledge
or assign restricted stock awarded under this Plan until the
expiration of the period set by the Committee or until the
Common Stock attains a threshold market value established by
the Committee at the date of the award, whichever is
earlier. Within these limits the Committee may provide at
the time of the award for the lapse of such restrictions in
installments where deemed appropriate.
(b) Except as provided in Section 6(a), the
participant shall have with respect to the restricted stock
all of the rights of a shareholder of the Company, including
the right to vote the shares and receive dividends and other
distributions.
(c) Subject to the provisions of Section 6(d), unless
otherwise determined by the Committee, upon termination of
employment for any reason during the restriction period, all
shares still subject to restriction shall be forfeited by
the participant and will be reacquired by the Company.
(d) In the event of a participant's retirement,
permanent total disability, or death or in the event of a
change in control, all remaining restrictions will lapse
with respect to such participant's restricted stock. In
addition, in cases of special circumstances, the Committee
may, in its sole discretion when it finds that a waiver
would be in the best interests of the Company, waive in
whole or in part any or all remaining restrictions with
respect to such participant's restricted stock. For
purposes of this Plan, the term "change in control" shall
mean (i) the first purchase of shares pursuant to a tender
offer or exchange offer (other than a tender offer or
exchange offer by the Company) for all or part of the
Company's Common Stock or any securities convertible into
such Common Stock, (ii) the receipt by the Company of a
schedule 13D or other advice indicating that a person is the
"beneficial owner" (as that term is defined in Rule 13d-3
under the Securities Exchange Act of 1934 (the "Exchange
Act") of 20% or more of the Company's Common Stock
calculated as provided in paragraph (d) of said Rule 13d-3,
(iii) the date of approval by stockholders of the Company of
an agreement providing for any consolidation or merger of
the Company in which the Company will not be the continuing
or surviving corporation or pursuant to which shares of
Common Stock of the Company would be converted into cash,
securities or other property, other than a merger of the
Company in which the holders of Common Stock of the Company
immediately prior to the merger would have the same
proportion of ownership of common stock of the surviving
corporation immediately after the merger, (iv) the date of
the approval by stockholders of the Company of any sale,
lease, exchange or other transfer (in one transaction or a
series of related transactions) of all or substantially all
the assets of the Company (v) the adoption of any plan or
proposal for the liquidation (but not a partial liquidation)
or dissolution of the Company (vi) the date upon which the
individuals who constitute the Board of Directors of the
Company (the "Board") as of April 25, 1988 (the "Incumbent
Board") cease for any reason to constitute at least a
majority of the Board, provided that any person becoming a
director subsequent to such date who election, or nomination
for election by the Company's shareholders, was approved by
a vote of at least three-quarters of the directors
comprising the Incumbent Board (other than an election or
nomination of an individual whose initial assumption of
office is in connection with an actual or threatened
election contest relating to the election of the Directors
of the Company, as such terms are used in Rule l4a-ll of
Regulation l4A promulgated under the Exchange Act) shall be
for purposes of this agreement, considered as though such
person were a member of the Incumbent Board.
(e) Notwithstanding the other provisions of this
Section 6, the Committee may adopt rules which would permit
a gift by a participant of restricted stock to a spouse,
child, stepchild, grandchild or legal dependent or to a
Trust whose beneficiary or beneficiaries shall be either
such a person or persons or the participant.
(f) Any attempt to dispose of restricted stock in a
manner contrary to the restrictions shall be ineffective.
(g) Nothing in this Section 6 shall preclude a
participant from exchanging any restricted stock for any
other shares of Crane Common Stock that are similarly
restricted.
7. Termination and Amendment
The Board of Directors may amend, suspend or terminate
the Plan at any time, provided that no such modification
without the approval of shareholders shall:
(a) materially increase the benefits accruing to
participants under the Plan or materially increase the
maximum number of shares of Common Stock which are available
for awards under the Plan;
(b) extend the period during which awards may be
granted under the Plan beyond May 30, 1998; or
(c) impair the rights of any participant under any
then outstanding award, except in accordance with the Plan
or any applicable agreement or applicable law or with
consent of the participant; or otherwise materially change
the requirements for eligibility under the Plan, except that
any such increase or modification that results from
adjustments authorized by Section 8(a) does not require such
approval.
8. Miscellaneous
(a) In the event that the number of outstanding shares
of Common Stock of the Company shall be changed by reason of
split-ups or combinations of shares or recapitalizations or
by reason of stock splits, distributions or dividends, the
number of shares for which awards of restricted stock may be
granted under this Plan shall be appropriately adjusted as
determined by the Board of Directors so as to reflect such
change.
(b) No employee or other person shall have any claim
or right to be granted shares of restricted stock under the
Plan, and neither the Plan nor any action taken thereunder
shall be construed as giving any participant, recipient,
employee or other person any right to be retained in the
employ of the Company.
(c) Income realized as a result of an award of
restricted stock shall not be included in the participant's
earnings for the purpose of any benefit plan in which the
participant may be enrolled or for which the participant may
become eligible unless otherwise specifically provided for
in such plan.
(d) The Company shall have the right to require the
participant to pay to the Company the cash amount of any
taxes which the Company is required to withhold provided
that anything contained herein to the contrary
notwithstanding, the committee may accept stock received in
connection with the award being taxed or otherwise
previously acquired in satisfaction of withholding
requirements.
(e) Each award of restricted stock shall be evidenced
by a written agreement, executed by the employee and the
Company, containing such restrictions, terms and conditions
as the Committee may require.
9. Term of Plan
This Plan shall be submitted to the shareholders of the
Company at the Annual Meeting in 1988 and, if approved by
the shareholders, shall become effective April 25, 1988. No
shares shall be awarded under the Plan after May 30, 1998.
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EXHIBIT 4(b)(i)
RESTRICTED STOCK AGREEMENT-INCENTIVE AWARD
UNDER THE RESTRICTED STOCK AWARD PLAN OF CRANE CO.
BETWEEN CRANE CO. AND
1~
DATED AS OF MAY 8, 1995
In recognition of the valued services performed by 2~ (the
"Participant") for Crane Co. and its subsidiaries and as an
incentive for continued employment, Crane Co. (the
"Corporation"), through the Organization and Compensation
Committee of its Board of Directors (the "Committee"), has
determined to award to the Participant certain shares of
restricted stock under the terms of the Restricted Stock
Award Plan of Crane Co. (the "Plan") (a copy of which is
attached hereto and made a part hereof).
As a condition to such award and pursuant to Section 5(a) of
the Plan, the Corporation and the Participant hereby enter
into this Restricted Stock Agreement and agree to the terms
and conditions set forth hereafter.
1. DEFINITIONS.
For purposes of this Agreement, and for purposes of
interpreting the terms of the Plan, the following terms
shall have the following meanings:
(a) "Fair Market Value" as of any day shall, for all
purposes, mean the average of the high and low
prices of the Crane Common Stock, par value $1.00
(the "Crane Shares") as reported in the New York
Stock Exchange--Composite Transactions for that
day or, if not listed thereon, on such other
exchange as it may be listed, or if traded only in
the over-the-counter market, the average of the
bid and asked on that day, or if no sale or bid
for the Crane Shares has been recorded on such
day, then on the next preceding day on which a
sale or bid was so made.
(b) "Grant Price" shall mean $34.44 per share. In the
event that there is an increase in the number of
issued Crane Shares by reason of stock dividends
distributions, recapitalizations, or split-ups,
the Grant Price shall promptly after such event be
decreased in proportion to such increase in issued
Crane Shares that occurred as a result of such
event.
Conversely, in case the issued Crane Shares shall
be combined into a smaller number of Crane Shares,
the Grant Price shall be promptly after such event
increased in proportion to such decrease in issued
Crane Shares that has occurred as a result of such
event. In the event of any merger, consolidation,
reorganization, liquidation in part or in whole,
spinoff, spinout, or extraordinary distribution or
dividend on Crane Shares whether in cash, debt
obligations of the Corporation or other personal
property of any kind, the Committee may make such
adjustment in the Grant Price as the Committee in
its reasonable discretion deems appropriate.
(c) "Restriction Period" shall mean a period
commencing on the date of the award and ending on
May 8, 2000.
(d) "Change-in-Control" shall have the meaning set
forth in Section 6(d) of the Plan.
(e) "Permanent Total Disability" shall mean wholly and
permanently prevented from engaging in any
occupation or employment for wages or profit
substantially similar to that engaged in by the
Participant at the time of the award as the result
of psychiatric or bodily injury or disease.
(f) "Retirement" shall mean "Normal Retirement" as
defined in Crane Co.'s Pension Plan for
Non-Bargaining Employees ("Crane Pension Plan").
(g) "Test Date" shall mean (i) for purposes of Section
3(a)(i) of this Agreement - November 8, 1997; and
(ii) for purposes of Sections 3(a)(ii) and
3(a)(iii) of this Agreement - May 8, 2000.
(h) "Start Date" shall mean (i) for purposes of
Section 3(a)(i) and 3(a)(iii) of this Agreement -
May 8, 1995 and for purposes of Section 3(a)(ii)
of this Agreement - November 8, 1997.
(i) "Crane Total Return" for any period shall mean the
total return on the Crane Shares over the period
commencing on the Start Date and ending on the
Test Date specified for that period and shall be
calculated as follows:
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Crane Total Return = (B/A)-1
A = The average of the Fair
Market Values of the Crane
Shares as reported in the New
York Stock Exchange Composite
Transactions over a period of
twenty trading days beginning
with, and including, the
Start Date ("Starting
Period"). If an ex-dividend
date for a non-cash dividend
on the Crane Shares occurs
during the Starting Period,
the value of such dividend
(determined in accordance
with the principles (ii)(iii)
and (iv) below to be utilized
for the purpose of
calculating "D") shall be
added to the Fair Market
Values of the Crane Shares on
and after such ex-dividend
date for the purpose of
calculating "A."
B = C x D
C = The average of the Fair
Market Values of the Crane
Shares as reported in the New
York Stock Exchange Composite
Transactions over the period
of twenty trading days which
immediately precede the Test
Date ("Testing Period").
D = The number of Crane Shares
that would have been owned on
the Test Date assuming one
such Crane Share had been
owned on the Start Date and
all dividends and
distributions, whether in
cash, in kind, or in debt or
equity securities of the
Corporation, subsequent to
the Start Date had been
reinvested in Crane Shares.
For the purpose of calculating "D":
(i) the amount of each dividend
shall be assumed to have been
reinvested by acquiring Crane
Shares at their Fair Market
Value on the relevant
ex-dividend date;
(ii) the amount of a dividend paid
in marketable securities
(such as spin-offs of
subsidiary stock) shall be
deemed to be the closing
price of such securities in
the relevant market therefor
on the relevant ex-dividend
date;
(iii) the amount of a dividend paid
other than in cash or
marketable securities, shall
be deemed to be the fair
market value of the asset
transferred as at the
relevant ex-dividend date;
(iv) no allowance shall be made
for tax or transaction costs.
(j) "S&P 500 Total Return" for any period shall mean
shall mean the total return on the S&P 500 Stocks
Index (the "Index") over the period commencing on
the Start Date and ending on the Test Date
specified for that period and shall be calculated
as follows:
S&P 500 Total Return = (X/W)-1
W = The average of the Closing
Prices of the Index over the
Starting Period
X = Y x Z
Y = The average of the Closing
Prices of the Index over the
Testing Period
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Z = The number of units of the
Index that would have been
owned on the Test Date
assuming one unit was owned
on the Start Date and all
dividends on the Index
subsequent to the Start Date
(as calculated and published
by Standard & Poors) were
reinvested in further units
of the Index.
For the purpose of calculating "Z":
(i) the total amount of dividends on the Index
during each calendar month shall be assumed
to be reinvested by acquiring further units
of the Index at the average monthly price of
the Index on the last business day of that
month;
(ii) dividends on the Index during the calendar
month in which the Test Date falls sahll be
prorated through the Test Date and shall be
assumed to be reinvested by acquiring further
units of the Index at the closing price of
the Index on the Test Date; and
(iii) no allowance shall be made for tax or
transaction costs;
2. AWARD OF CRANE SHARES.
Pursuant to the provisions of the Plan and this Agreement
and by the authority of the Committee, the Corporation
awards 3~ Crane Shares (the "Restricted Stock") to the
Participant (in the aggregate the "Full Grant of Restricted
Stock").
3. RESTRICTIONS AND RIGHTS.
(a) During the Restriction Period the Restricted Shares are
subject to forfeiture and may not be sold, transferred,
assigned or pledged (the "Restrictions"). The
Restrictions on the Restricted Stock shall
automatically lapse:
(i) On up to fifty percent (50%) of the Full
Grant of Restricted Stock on November 8, 1997
if on that Test Date (i) the Crane Total
Return shall exceed the S&P 500 Total Return
and (ii) the Fair Market Value of a Crane
Share shall exceed the Grant Price, in which
case the restrictions on 5% of the Full Grant
of Restricted Stock will lapse for each 1% by
which the Crane Total Return exceeds the S&P
500 Total Return as follows:
% By Which Crane % of Full
Total Return Grant of Restricted
Exceeds the S&P Stock on Which
500 Total Return Restrictions Lapse
1 5
2 10
3 15
4 20
5 25
6 30
7 35
8 40
9 45
10 50
(ii) On up to fifty percent (50%) of the Full
Grant of Restricted Stock on May 8, 2000 if
on that Test Date (i) the Crane Total Return
shall exceed the S&P 500 Total Return; and
(ii) the Fair Market Value of a Crane share
shall exceed the Grant Price, in which case
the Restrictions on 5% of the Full Grant of
Restricted Stock will lapse for each 1% by
which the Crane Total Return exceeds the S&P
500 Total Return as follows:
% By Which Crane % of Full
Total Return Grant of Restricted
Exceeds the S&P Stock on Which
500 Total Return Restrictions Lapse
1 5
2 10
3 15
4 20
5 25
6 30
7 35
8 40
9 45
10 50
<PAGE>
(iii) On up to one hundred percent (100%) of the
Full Grant Restricted Stock on May 8, 2000,
if on that Test Date (i) the Crane Total
Return shall exceed the S&P 500 Total Return;
and (ii) the Fair Market Value of a Crane
Share shall exceed the Grant Price, in which
case the restrictions on 10% of the Full
Grant of Restricted Stock will lapse for each
1% by which the Crane Total Return exceeds
the S&P Total Return as follows:
% By Which Crane % of Full
Total Return Grant of Restricted
Exceeds the S&P Stock on Which
500 Total Return Restrictions Lapse
1 10
2 20
3 30
4 40
5 50
6 60
7 70
8 80
9 90
10 100
provided however, all percentages of the Full Grant of
Restricted Stock on which Restrictions have lapsed by
reason of either Section 3(a)(i) or 3(a)(ii) shall be
credited against any percentage of the Full Grant of
Restricted Stock on which Restrictions may lapse by
reason of this Section 3(a)(iii).
(iv) In the event of the Participant's Retirement,
Permanent Total Disability, or death or in
the event of a Change In Control; or
(v) as may be otherwise provided under the terms
of the Plan.
At the end of the Restriction Period, all Restricted
Shares as to which the Restrictions shall not have
lapsed by reason of the operation of clauses (i)
through (iv) of the foregoing sentence shall be
forfeited and the Participant shall be required to
return all applicable stock certificates to the
Corporation.
(b) During the Restriction Period, the Participant will be
entitled to all other rights of a shareholder of the
Corporation, including the right to vote the Crane
Shares and receive dividends and other distributions
thereon.
4. STOCK CERTIFICATE.
Each stock certificate evidencing an award of Restricted
Stock shall be registered in the name of the Participant,
and shall bear an appropriate legend referring to the terms,
conditions and restrictions applicable to such award
substantially in the following form (the "Legend"):
"The transferability of this certificate and the
shares of stock represented hereby are subject to
the terms and conditions (including forfeiture) of
the Restricted Stock Award Plan of Crane Co. and
an Agreement entered into between the registered
owner and Crane Co. Copies of such Plan and
Agreement are on file in the offices of Crane Co.,
100 First Stamford Place, Stamford, Connecticut
06902.
5. TERMINATION OF EMPLOYMENT.
Except as provided in Section 3(a) (iv) of this Restricted
Stock Agreement and Section 6(d) of the Plan, the
Participant's termination of employment during the
Restriction Period shall result in the forfeiture of all
Restricted Shares as to which the Restrictions have not
lapsed, and the Participant shall be required to return all
applicable stock certificates to the Corporation.
6. COVENANTS.
(a) The Participant agrees to be bound by all terms
and provisions of the Plan, receipt of a copy of
which is acknowledged by the Participant's
signature below, and all such provisions shall be
deemed a part of this Agreement for all purposes.
(b) The Participant agrees to provide the Corporation,
when and if requested, with any information or
documentation which the Corporation believes
necessary or advisable in connection with the
administration of the Plan, including data
required to assure compliance with the
requirements of the Securities and Exchange
Commission, of any stock exchange upon which the
Shares are then listed, or of any applicable
federal, state or other law.
(c) The Participant agrees, upon due notice and
demand, to promptly pay to the Corporation the
cash amount of any taxes which are required to be
withheld by the Corporation either at the time the
Restriction Period lapses or at the time of award
(in cases where the Participant duly elects to be
taxed at such earlier time); provided, however,
the Corporation, in its sole discretion, may
accept Restricted Shares awarded hereunder or
Shares otherwise previously acquired in
satisfaction thereof.
7. NO COVENANT OF EMPLOYMENT.
Neither the execution and delivery hereof nor the granting
of any award evidenced hereby shall constitute, or be
evidence of, any agreement or understanding, express or
implied, on the part of the Corporation or its subsidiaries
to employ the Participant for any specific period.
8. ADMINISTRATION AND INTERPRETATION OF PLAN
AND AGREEMENT.
In the event of any conflict between the terms herein and
those of the Plan, the provisions of the Plan shall prevail.
The Committee shall have full authority and discretion,
subject only to the terms of the Plan, to decide all matters
relating to the administration or interpretation of the Plan
and this Agreement thereunder, and all such action by the
Committee shall be final, conclusive, and binding upon the
Corporation and the Participant. The Committee shall have
full authority and discretion to modify at any time the
Restriction Period (as well as any schedule of installments
for the lapse thereof), the Restrictions, Grant Price, the
other terms and conditions of this Agreement, the Legend and
any other instrument evidencing this award, provided that no
such modification shall increase the benefit under such
award beyond that which the Committee could have originally
granted at the time of the award, or shall impair the rights
of the Participant under such award except in accordance
with the Plan, or any applicable agreement or applicable
law, or with consent of the Participant.
This Restricted Stock Agreement is deemed to be issued in,
the award evidenced hereby is deemed to be granted in, and
both shall be governed by the laws of, the State of
Delaware. There have been no representations to the
Participant other than those contained herein.
9. DELIVERY.
All certificates for Restricted Stock delivered under the
Plan shall be subject to such stop-transfer orders and other
restrictions as the Committee may deem advisable under the
rules, regulations, and other requirements of the Securities
and Exchange Commission, any stock exchange upon which
Shares are then listed and any applicable federal or state
securities law, and the Committee may cause a legend or
legends to be put on any such certificates to make
appropriate reference to such restrictions.
The Committee may adopt rules which provide that the stock
certificates evidencing such Shares may be held in custody
by a bank or other institution, or that the Corporation may
itself hold such Shares in custody until the restrictions
thereon shall have lapsed and may require, as a condition of
any award, that the Participant shall have delivered a stock
power endorsed in blank relating to the stock covered by
such award.
10. AMENDMENT.
The terms of this Agreement shall be subject to the terms of
the Plan as the Plan may be amended from time to time by the
Board of Directors of the Corporation unless any Plan
amendment by its terms or by its clear intent is
inapplicable to this Agreement.
11. NOTICE.
Any notice to the Corporation provided for in this Agreement
shall be in writing and addressed to it in care of the
Secretary of the Corporation, and any notice to the
Participant shall be in writing and addressed to the
Participant at the address contained in payroll records at
the time or to such other address designated in writing by
the Participant.
CRANE CO.
By:
Participant
Signed this day of
May, 1995
<PAGE>
EXHIBITS 4(b)(ii)
RESTRICTED STOCK AGREEMENT-TIME VESTING
UNDER THE RESTRICTED STOCK AWARD PLAN OF CRANE CO.
BETWEEN CRANE CO. AND
1~
DATED AS OF MAY 8, 1995
In recognition of the valued services performed by 2~ (the
"Participant") for Crane Co. and its subsidiaries and as an
incentive for continued employment, Crane Co. (the
"Corporation"), through the Organization and Compensation
Committee of its Board of Directors (the "Committee"), has
determined to award to the Participant certain shares of
restricted stock under the terms of the Restricted Stock
Award Plan of Crane Co. (the "Plan") (a copy of which is
attached hereto and made a part hereof).
As a condition to such award and pursuant to Section 5(a) of
the Plan, the Corporation and the Participant hereby enter
into this Restricted Stock Agreement and agree to the terms
and conditions set forth hereafter.
1. DEFINITIONS.
For purposes of this Agreement, and for purposes of
interpreting the terms of the Plan, the following terms
shall have the following meanings:
(a) "Restriction Period" shall mean a period
commencing on the date of the award and ending on
May 8, 2005.
(b) "Change-in-Control" shall have the meaning set
forth in Section 6(d) of the Plan.
(c) "Permanent Total Disability" shall mean wholly and
permanently prevented from engaging in any
occupation or employment for wages or profit
substantially similar to that engaged in by the
Participant at the time of the award as the result
of psychiatric or bodily injury or disease.
(d) "Retirement" shall mean "Normal Retirement" as
defined in Crane Co.'s Pension Plan for
Non-Bargaining Employees ("Crane Pension Plan").
<PAGE>
2. AWARD OF CRANE SHARES.
Pursuant to the provisions of the Plan and this Agreement
and by the authority of the Committee, the Corporation
awards 3~ Crane Shares (the "Restricted Stock") to the
Participant.
3. RESTRICTIONS AND RIGHTS.
(a) During the Restriction Period the Restricted Shares are
subject to forfeiture and may not be sold, transferred,
assigned or pledged (the "Restrictions"). The
Restrictions on the Restricted Stock shall
automatically lapse:
(i) when the participant reaches age 65, or on
May 8, 2005, whichever is earlier; provided
however in the event the Plan participant
requests early retirement or otherwise leaves
the employ of the Company, the Committee may,
upon the Participant's request and in the
Committee's sole discretion, waive or revise
this provision to permit the lapse of
Restrictions on all or a portion of the
Restricted Stock awarded hereunder on or
prior to such early retirement or other
departure from the employ of the Company;
(ii) in the event of the Participant's Retirement,
Permanent Total Disability, or death or in
the event of a Change-in-Control; or
(iii) as may be otherwise provided under the terms
of the Plan.
(b) During the Restriction Period, the Participant will be
entitled to all other rights of a shareholder of the
Corporation, including the right to vote the Crane
Shares and receive dividends and other distributions
thereon.
4. STOCK CERTIFICATE.
Each stock certificate evidencing an award of Restricted
Stock shall be registered in the name of the Participant,
and shall bear an appropriate legend referring to the terms,
conditions and restrictions applicable to such award
substantially in the following form (the "Legend"):
"The transferability of this certificate and the shares
of stock represented hereby are subject to the terms
and conditions (including forfeiture) of the
Restricted Stock Award Plan of Crane Co. and an
Agreement entered into between the registered owner and
Crane Co. Copies of such Plan and Agreement are on
file in the offices of Crane Co., 100 First Stamford
Place, Stamford, Connecticut 06902.
5. TERMINATION OF EMPLOYMENT.
Except as otherwise provided for in Section 3(a) of this
Restricted Stock Agreement and Section 6(d) of the Plan, the
Participant's termination of employment during the
Restriction Period shall result in the forfeiture of all
Restricted Shares as to which the Restrictions have not
lapsed, and the Participant shall be required to return all
applicable stock certificates to the Corporation.
6. COVENANTS.
(a) The Participant agrees to be bound by all terms
and provisions of the Plan, receipt of a copy of
which is acknowledged by the Participant's
signature below, and all such provisions shall be
deemed a part of this Agreement for all purposes.
(b) The Participant agrees to provide the Corporation,
when and if requested, with any information or
documentation which the Corporation believes
necessary or advisable in connection with the
administration of the Plan, including data
required to assure compliance with the
requirements of the Securities and Exchange
Commission, of any stock exchange upon which the
Shares are then listed, or of any applicable
federal, state or other law.
(c) The Participant agrees, upon due notice and
demand, to promptly pay to the Corporation the
cash amount of any taxes which are required to be
withheld by the Corporation either at the time the
Restriction Period lapses or at the time of award
(in cases where the Participant duly elects to be
taxed at such earlier time); provided, however,
the Corporation, in its sole discretion, may
accept Restricted Shares awarded hereunder or
Shares otherwise previously acquired in
satisfaction thereof.
7. NO COVENANT OF EMPLOYMENT.
Neither the execution and delivery hereof nor the granting
of any award evidenced hereby shall constitute, or be
evidence of, any agreement or understanding, express or
implied, on the part of the Corporation or its subsidiaries
to employ the Participant for any specific period.
8. ADMINISTRATION AND INTERPRETATION OF PLAN
AND AGREEMENT.
In the event of any conflict between the terms herein and
those of the Plan, the provisions of the Plan shall prevail.
The Committee shall have full authority and discretion,
subject only to the terms of the Plan, to decide all matters
relating to the administration or interpretation of the Plan
and this Agreement thereunder, and all such action by the
Committee shall be final, conclusive, and binding upon the
Corporation and the Participant. The Committee shall have
full authority and discretion to modify at any time the
Restriction Period), the Restrictions, the other terms and
conditions of this Agreement, the Legend and any other
instrument evidencing this award, provided that no such
modification shall increase the benefit under such award
beyond that which the Committee could have originally
granted at the time of the award, or shall impair the rights
of the Participant under such award except in accordance
with the Plan, or any applicable agreement or applicable
law, or with consent of the Participant.
This Restricted Stock Agreement is deemed to be issued in,
the award evidenced hereby is deemed to be granted in, and
both shall be governed by the laws of, the State of
Delaware. There have been no representations to the
Participant other than those contained herein.
9. DELIVERY.
All certificates for Restricted Stock delivered under the
Plan shall be subject to such stop-transfer orders and other
restrictions as the Committee may deem advisable under the
rules, regulations, and other requirements of the Securities
and Exchange Commission, any stock exchange upon which
Shares are then listed and any applicable federal or state
securities law, and the Committee may cause a legend or
legends to be put on any such certificates to make
appropriate reference to such restrictions.
The Committee may adopt rules which provide that the stock
certificates evidencing such Shares may be held in custody
by a bank or other institution, or that the Corporation may
itself hold such Shares in custody until the restrictions
thereon shall have lapsed and may require, as a condition of
any award, that the Participant shall have delivered a stock
power endorsed in blank relating to the stock covered by
such award.
10. AMENDMENT.
The terms of this Agreement shall be subject to the terms of
the Plan as the Plan may be amended from time to time by the
Board of Directors of the Corporation unless any Plan
amendment by its terms or by its clear intent is
inapplicable to this Agreement.
11. NOTICE.
Any notice to the Corporation provided for in this Agreement
shall be in writing and addressed to it in care of the
Secretary of the Corporation, and any notice to the
Participant shall be in writing and addressed to the
Participant at the address contained in payroll records at
the time or to such other address designated in writing by
the Participant.
CRANE CO.
By:
Participant
Signed this day of
May, 1995
<PAGE>
<PAGE>
May 17, 1995
Crane Co.
100 First Stamford Place
Stamford, CT 06902
Gentlemen:
Reference is made to the Registration Statement on
Form S-8, to be filed contemporaneously herewith under the
Securities Act of 1933 by Crane Co. (the "Registrant")
relating to 92,994 additional common shares of the
Registrant to be issued under the Crane Co. Restricted Stock
Award Plan (the "Plan").
In connection with the said filing, the undersigned has
examined copies of the following:
1. The Certificate of Incorporation of the Registrant
and all amendments thereto as in existence and as
filed with the Secretary of State of the State of
Delaware.
2. The Bylaws of the Registrant.
3. The Minutes of meetings of the Board of Directors
and of the Shareholders of the Registrant adopting
and ratifying the Plan, and amendments thereto.
4. The Crane Co. Restricted Stock Award Plan.
5. Registration Statement Form S-8 No. 33-22904.
6. The Registration Statement to which this Document
is an exhibit.
Based on the foregoing documents and upon examination
of such other records, documents and matter of law as deemed
necessary, the undersigned is of the opinion that:
1. The Registrant is a corporation duly organized and
validly existing under the laws of the State of
Delaware.
2. The 92,994 additional Common Shares of the
Registratnt authorized for issuance under the Plan
have been duly authorized for issuance by the
Registrant in accordance with the terms and
conditions of the Plan, and such Shares when so
issued will be validly issued, fully paid, non-
assessable and, subject to the provisions of the
Plan and the various RRestricted Stock Agrements
with respect to the lapse of restrictions thereon,
will be freely transferable.
3. In giving the opinion set forth above, it has been
assumed that the certificates for shares when
issued will have been duly executed on behalf of
the Company and will have been countersigned by
the transfer agent and registered by the Registrar
prior to their issuance.
The undersigned presently owns 152,315 shares of the
Registrant's common stock, including 43,338 restricted
shares and holds options for 111,090 common shares under the
Plan. The undersigned hereby consents to the filing of this
opinion as an exhibit to the Registration Statement and to
the use of the undersigned's name therein under the caption
"Legal Opinion" and in any prospectus materials to be used
in connection therewith.
Very truly yours,
/S/ Paul R. Hundt
Paul R. Hundt
Vice President, General
Counsel & Secretary
<PAGE>
<PAGE>
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Crane Co. on Form S-8 of our
reports dated January 23, 1995, appearing in and
incorporated by reference in the Annual Report on Form 10-K
of Crane Co. for the year ended December 31, 1994.
/S/ Deloitte & Touche LLP
Stamford, Connecticut
May 17, 1995
