<PAGE>
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. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK 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 43,920 $34.8125 $1,528,965 $527.23
$1.00 (1) (2) (2)
par value
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 Stock Option 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 18, 1995.
<PAGE>
Item 3
Incorporation of Documents by Reference.
The following documents are hereby incorporated by
reference the following documents heretofore filed with the
Securities and Exchange Commission:
(i) The Registrant's 1994 Annual Report on Form 10-K filed
pursuant to Section 13 of the Securities Exchange Act of 1934;
the description of the Common Stock of the Registrant contained
in the Registration Statement on Form 8-B filed under Section 12
of the Exchange Act, the Registration Statement on Form 8-A
filed on July 1, 1988 with respect to the Preferred Share
Purchase Rights effective on July 11, 1988 and the Registrant's
report on Form 10-Q for the quarter ended March 31, 1995, filed
on May 11, 1995.
(ii) All documents subsequently filed by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment to
the Registration Statement indicating that all of the shares of
Common Stock being offered have been sold or deregistering all
such shares of Common Stock then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.
Legal Opinion.
Legal matters in connection with Common Shares which may be
acquired under the plans by participants have been passed upon
for the Registrant by Paul R. Hundt, Esq., 100 First Stamford
Place, Stamford, CT 06902. Mr. Hundt serves as Vice President-
Secretary and General Counsel of Registrant. His consent is
included in the Opinion to be filed as Exhibit 5 to this
Registration Statement.
Experts.
The consolidated financial statements and the related
supplemental schedule which have been incorporated herein by
reference to the Company's Annual Report on Form 10-K for the
year ended December 31, 1994 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports
which are incorporated herein by reference. Such financial
statements and schedule have been incorporated in reliance upon
such reports and upon the authority of said firm given upon
their authority as experts in accounting and auditing.
Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Act permits
the Registrant 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 interest 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 to the corporation, unless, and only
to the extent that the Court of Chancery of the State of
Delaware 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 the indemnification against expenses reasonably
incurred in connection therewith.
The Bylaws of the Registrant require the Registrant to
indemnify directors and officers against liabilities which they
may incur under the circumstances set forth in the preceding
paragraph. The Registrant 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 Registrant
with respect to payments which may be made by the Registrant to
such officers and directors pursuant to the above
indemnification provision or otherwise as a matter of law. The
Articles of Incorporation of the Registrant relieve directors of
the Registrant of liability for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Registrant or
its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation
of law, (iii) the declaration of unlawful dividends, or (iv) for
any transaction from which the director derived an improper
personal benefit or otherwise to the full extent permitted by
Delaware law.
The Registrant has also entered into indemnification
agreements of similar import with directors and certain
officers. The text of the indemnity agreements was contained in
the Registrant's Proxy Statement issued in connection with its
April 27, 1987 Annual Meeting was approved by the shareholders
at that meeting and is hereby incorporated by reference herein.<PAGE>
<PAGE>
Item 21. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(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 the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represents 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 changes to such
information in the registration statement;
Provided, however, that paragraph (a)
(1)(i) and (a) (ii) do not apply if the
information required to be included in a
post-effective amendment by those paragraphs
is contained in periodic reports filed with
or furnished to the Commission 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 therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(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) The undersigned registrant hereby undertakes that, for
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 relating to the securities offered therein, 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 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.
<PAGE>
<PAGE>
Exhibits
4. (a) The Crane Co. Non-Employee Director Restricted
Stock Plan.
(b) The Form of Agreement under the Crane Co.
Non-Employee Director Restricted Stock Plan.
5. Opinion and Consent of Paul R. Hundt, Esq., General
Counsel & Secretary of the registrant.
23. Consent of Deloitte & Touche LLP.
<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-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 19th 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 19, 1995
/S/D. S. Smith Vice President
D. S. Smith Principal Financial
Officer May 19, 1995
/S/M. L. Raithel Controller Principal
M. L. Raithel Accounting Officer May 19, 1995
/S/M. Anathan,III Director May 8, 1995
M. Anathan, III
Director May , 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
<PAGE>
<PAGE>
Exhibit 4(a)
CRANE CO.
NON-EMPLOYEE DIRECTOR
RESTRICTED STOCK PLAN
(As Amended through May 10, 1993)
l. Purpose: The purposes of the 1988 Non-Employee Director
Restricted Stock Plan (the "Plan") are to attract and retain
well-qualified persons for service as directors of Crane Co. (the
"Company") to provide directors through the payment of a portion
of directors fees in shares of the Company Common stock, $1.00
par value ("Common Stock"), with the opportunity to increase
their proprietary interest in the Company and thereby to increase
their personal interest in the Company's continued success.
2. Administration: Responsibility and authority to
administer and interpret the provisions of this Plan shall be
conferred upon a committee of at least three persons (all of whom
shall be persons not eligible to participate in the Plan) having
full authority to act (the "Committee"). The members of the
Committee shall be the Chairman of the Board (provided that he is
not eligible to be a participant under the Plan), the Vice
President Finance of the Company, and at least one additional
disinterested person to be elected by the Chairman. The
Committee shall record its proceedings under the Plan.
The Committee may employ attorneys, consultants, accountants
or other persons and the Committee, 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 other interested persons. No member of the Committee
shall be personally liable for any action, determination or
interpretations 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.
3. Eligibility: All directors of the Company who are not
full-time employees of the Company shall be participants in the
Plan.
4. Awards: Directors shall be entitled to an annual
director's fee which is not dependent upon attendance at meetings
(the "Base Fee"). The Base Fee shall be payable in stock and
cash as provided hereunder. The stock portion of the Base Fee
shall be determined pursuant to this Section 4. At the Company's
Annual Meeting each calendar year, each eligible director shall
be awarded the number of full shares of Common stock of the
Company (rounded to the nearest ten shares) determined by
dividing (i) the dollar amount equal to the excess of (a) the
Base Fee then in effect over (b) $15,000 by (ii) by the average
of the high and low prices of a share of Common Stock on the New
York Stock Exchange-Consolidated Trading on the day preceding the
award date, or, if no sale of Common Stock has been recorded on
such date, then on the next preceding date on which a sale was so
made (the "Fair Market Value"). Each such award shall be
evidenced by a written agreement, executed by the director and
the Company, containing such restrictions, terms and conditions
as the Committee may require.
A director who becomes a member of the Board of Directors
after the Annual Meeting in any year shall be awarded a prorated
number of full shares of Common Stock based on an allocation of
such director's annual fee based on the number of full months of
service for that year. The price of Common Stock to be used in
determining the number of shares of Common Stock to which such
director shall be entitled for such year shall be the Fair Market
Value of a share of Common Stock, on the day next preceding the
date of the director's election to the Board.
5. Vesting:
(a) An award of Common Stock is forfeitable if the
director ceases to remain a member of the Board of Directors
until the Annual Meeting of the year following the year of the
award, except in the case of death or disability (as determined
by the Committee), which disability renders the director unable
to continue to serve the Company or upon a change of control of
the Company as set forth in Paragraph 5(b) hereof. In the event
of death or disability, an allocated portion of the award for the
year of death or disability, based on the number of full months
of service, shall become non-forfeitable and distributable as of
the date of such death or disability. Shares which are forfeited
may be regranted.
(b) Notwithstanding anything else herein, all
restrictions on any Common Stock that may have been awarded to a
director hereunder shall lapse in the event of a "change in
control." 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 l3D or other
advice indicating that a person is the "beneficial owner" (as
that term is defined in Rule l3d-3 under the Securities Exchange
Act of l934 ("Exchange Act") of 20% or more of the Company's
Common Stock calculated as provided in paragraph (d) of said Rule
l3d-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, or (v) the adoption of any plan or proposal for
the liquidation (but not a partial liquidation) or dissolution of
the Company or (vi) the date upon which 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 whose
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 directors of the Company, as
such terms are used in Rule l4a-11 of Regulation 14A promulgated
under the Exchange Act) shall be, for purpose of this Agreement,
considered as though such person were a member of the Incumbent
Board.
6. Terms and Conditions: The difference between the Base
Fee and the portion of such Base Fee awarded under the Plan in
Common Stock (valued at Fair Market Value) shall be paid to
directors in cash on a monthly basis.
Until such time as the risk of forfeiture lapses or, the
shares awarded are forfeited, a director has the right to vote
and to receive dividends on and other distributions with respect
to the shares awarded.
At such time as the risk of forfeiture lapses, a director's
Common Stock will have all the rights of any other Common stock.
No payment will be required from the director upon the issuance
or delivery of any restricted stock, except that any amount
necessary to satisfy applicable federal, state or local tax
requirements shall be withheld or paid promptly upon notification
of the amount due and prior to or concurrently with the issuance
or delivery of a certificate representing such stock 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.
No shares may be sold or transferred (including, without
limitation, transfer by gift or donation) during the period
ending on the fifth anniversary of the date of the award or the
departure or resignation of the director from the Board whichever
is earlier; except with regard to shares which vest as a result
of death or disability (sales, assignments, or transfer of which
will not be permissible in the absence of an effective
registration statement covering such shares or an opinion of
counsel for the Company, that such registration is not required
by reason of an exemption from the Securities Act of 1933) or
upon a change of control of the Company (as defined in Section
5(b) hereof), at which time all restrictions on transfer shall
lapse.
Up to 50,000 common shares of the Company may be issued
pursuant to this Plan 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 50,000
shares. Shares of Common Stock issued pursuant to the Plan may
be drawn from authorized but unissued shares or from treasury, as
determined by the Committee. Such shares will not be registered
under the Securities Act of 1933, as amended (the "Act") and will
be "restricted securities" as defined in the Act or rules
promulgated thereunder. Such shares may not be sold, assigned,
transferred or otherwise disposed of in the absence of an
effective registration statement covering such shares, or an
opinion of counsel for the Company that such registration is not
required by reason of an exemption available under the Act.
Certificates for shares issued under the Plan shall bear an
appropriate legend reflecting such restrictions.
Prior to termination of the restriction on sale and transfer
provided herein, the certificates for the shares awarded pursuant
to the Plan will be held by the Company's Treasurer in custody
for the Director.
The Committee shall appropriately adjust the number of
shares for which awards may be granted pursuant to the Plan in
the event of reorganization, recapitalization, stock split,
reverse stock split, stock dividend, exchange or combination of
shares, merger, consolidation, rights offering, or any change in
capitalization.
7. Amendment or Discontinuance: The Board of Directors of
the Company may at any time amend, rescind or terminate the Plan,
as it shall deem advisable; provided, however, (i) that no change
may be made in Awards theretofore granted under the Plan which
would impair participants' rights without their consent, and (ii)
that no amendment to the Plan shall be made without approval of
the Company's stockholders if the effect of such amendment would
be to (a) materially increase the number of shares reserved for
issuance hereunder or benefits accruing to participants under the
Plan; (b) materially change the requirements for eligibility
under Section 3 hereof, (c) materially modify the method for
determining the number of shares awarded under Section 4 hereof;
except that any such increase or modification that results from
adjustments authorized by the last paragraph of Section 6 shall
not require such approval.
8. Effective Date and Term of Plan: The Plan shall become
effective as of April 25, 1988 and shall remain in effect until
May 30, 1998. Awards granted prior to such termination, shall,
notwithstanding termination of the Plan, continue to be effective
and shall be governed by the Plan.
9. Governing Law: This Plan and all determinations made
and actions taken pursuant hereto shall be governed by the law of
Delaware pertaining to contracts made and to be performed wholly
within such jurisdiction.
<PAGE>
<PAGE>
Exhibit 5
RESTRICTED STOCK AGREEMENT
UNDER THE NON-EMPLOYEE DIRECTOR
RESTRICTED STOCK PLAN BETWEEN CRANE CO.
AND
1~
DATED AS OF
WHEREAS, the Shareholders of Crane Co., a Delaware
corporation (the "Company"), approved the Non-Employee Director
Restricted Stock Plan of Crane Co. (the "Plan") on April 25, 1988
and extended on May 10, 1993 and the annual retainer of the
Directors of the Company was thereafter set at $25,000 on May 6,
1991 so that, as contemplated, the Directors have become entitled
to receive awards of restricted stock under the Plan.
NOW, THEREFORE BE IT RESOLVED, as a condition to this
award as of the Annual Meeting of Shareholders of the Company on
and as required by Section 4 of the Plan, the Company
and 2~ (the "Director"), hereby enter into this Restricted Stock
Agreement and agree to the terms and conditions as hereinafter
set forth:
l. AWARD OF SHARES.
Pursuant to the provisions of the Plan and this Agreement, the
Company awards Shares (the "Restricted Stock") of Crane
Co. Common Stock, par value $1.00 (the "Common Stock") to the
Director.
2. VESTING.
(a) The award of Restricted Stock is forfeitable if the
Director ceases to remain a member of the Board of Directors
until the Annual Meeting of the year following the year of the
award, except in the case of death or disability, which
disability renders the Director unable to continue to serve
the Company or upon a Change-in-Control as defined in
Paragraph 5(b) of the Plan. In the event of death or
disability, an allocated portion of the award for the year of
death or disability, based on the number of full months of
service, shall become non-forfeitable and distributable as of
the date of such death or disability.
(b) Notwithstanding anything else herein, all Restrictions on
the Restricted Stock shall lapse in the event of a "Change-in-
Control" as defined in Paragraph 5(b) of the Plan.
3. RESTRICTIONS.
No Restricted Stock may be sold or transferred (including,
without limitation, transfer by gift or donation) during the
period ending on the fifth anniversary of the date of the
award, or on the departure or resignation of the Director from
the Board, whichever is earlier (the "Restrictions"), except
with regard to Restricted Stock which vests as a result of
death or disability or upon a Change-in-Control as defined in
Section 5(b) of the Plan, at which time all Restrictions shall
lapse. Until such time as the risk of forfeiture lapses or
the Restricted Stock is forfeited, the Director shall have the
right to vote and to receive dividends on and other
distributions with respect to the Restricted Stock and at such
time as the risk of forfeiture lapses, the Director's
Restricted Stock will have all the rights of any other Common
Stock.
4. STOCK CERTIFICATES.
(a) The Restricted Stock may not be sold, assigned,
transferred or otherwise disposed of in the absence of an
effective registration statement covering such shares, or an
opinion of counsel for the Company that such registration is
not required by reason of an exemption available under the
Act. Certificates for shares issued under this Agreement
shall bear the following legend:
"The shares represented by this certificate have been
issued under, and are subject to certain terms and
conditions(including those relating to forfeiture and
restrictions on sale or transfer) contained in the
Non-Employee Director Restricted Stock Plan of Crane Co.
and an Agreement entered into between the registered
owner and Crane Co. (Copies of the Plan and Agreement
are on file in the offices of Crane Co., One Hundred
First Stamford Place, Stamford, Connecticut 06902.)"
(b) 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 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.
(c) Prior to termination of the Restrictions, the
certificates for the shares awarded pursuant to the Plan will
be held by the Company's Treasurer in custody for the
Director.
5. COVENANTS.
(a) The Director 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 Director agrees to provide the Company, when and
if requested, with any information or documentation which
the Company 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 Director agrees, upon due notice and demand, to
promptly pay to the Company the cash amount of any taxes
which are required to be withheld by the Corporation
either at the time of lapse of the Restrictions or at the
time of award (where the Director duly elects to be taxed
at such earlier time); 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.
6. 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 which has been appointed by the Board of
Directors as required by the Plan (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,
(including, but not limited to, determinations of disability
under Section 2(a) hereof) and all such action by the
Committee shall be final, conclusive, and binding upon the
Company and the Director.
This Restricted Stock Agreement is issued pursuant to, and
shall be governed by, the laws of the State of Delaware.
There have been no representations other than those contained
herein.
<PAGE>
7. AMENDMENT OR DISCONTINUANCE.
The Company may at any time amend, rescind or terminate the
Plan, as it shall deem advisable; provided, however, that no
change may be made in Awards theretofore granted under the
Plan which would impair a Director's rights without his
consent.
CRANE CO.
By:
Signed this day of
, 19
3~
Signed this day of
, 19
<PAGE>
<PAGE>
Crane Co.
100 First Stamford Place
Stamford, CT 06902
May 18, 1995
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 43,920 common shares of the Registrant to be issued under the
Crane Co. Non-Employee Director Restricted Stock 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 Non-Employee Director Restricted Stock Plan.
5. The Registration Statement to which this Document is
an exhibit.
Based on the foregoing documents and upon examination of such
other records, documents and matters 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 43,920 Common Shares of the Registrant
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 Restricted Stock Agreements with
respect to the lapse of restrictions thereon, will be freely
transferrable.
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 Registrant and will have been
countersigned by the transfer agent and registered by the
Registrar prior to their issuance.
The undersigned beneficially owns 152,315 shares of the
registrant's common stock and holds options for 111,090 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>
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 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration
Statement.
/S/Deloitte & Touche LLP
Stamford, Connecticut
May 19, 1995
