SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15 (d) of the
Securities and Exchange Act of 1934
For the fiscal year ended December 31, 1994
A. Full title of the plan and the address of the plan if
different from that of the issuer named below:
AMENDED AND RESTATED CRANE CO. SAVINGS
AND INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
CRANE CO.
100 First Stamford Place
Stamford, Connecticut 06902
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AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN
TABLE OF CONTENTS
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Page
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS
Statements of Net Assets Available for
Benefits as of December 31, 1994 and 1993 2
Statements of Changes in Net Assets
Available for Benefits for the Years
Ended December 31, 1994 and 1993 3
Notes to Financial Statements 4
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1994 AND FOR THE YEAR
THEN ENDED
Item 27a - Schedule of Assets Held for Investment Purposes
Item 27d - Schedule of Reportable Transactions
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INDEPENDENT AUDITORS' REPORT
Amended and Restated Crane Co. Savings and Investment Plan:
We have audited the accompanying statements of net assets available
for benefits of the Amended and Restated Crane Co. Savings and
Investment Plan (the "Plan") as of December 31, 1994 and 1993, and
the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is
to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all
material respects, the net assets available for benefits of the
Plan at December 31, 1994 and 1993, and the changes in net assets
available for benefits for the years then ended in conformity with
generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on
the basic financial statements taken as a whole. The accompanying
supplemental schedules of (1) assets held for investment purposes
as of December 31, 1994 and (2) transactions in excess of five
percent of the beginning value of plan assets for the year ended
December 31, 1994 are presented for the purpose of additional
analysis and are not a required part of the basic financial
statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employment Retirement Income Security Act of
1974. These schedules are the responsibility of the Plan's
management. Such schedules have been subjected to the auditing
procedures applied in our audit of the basic 1994 financial
statements and, in our opinion, are fairly stated in all material
respects when considered in relation to the basic financial
statements taken as a whole.
Deloitte & Touche LLP
May 23, 1995
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AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994 AND 1993
[CAPTION]
<TABLE>
1994 1993
<S> <C> <C>
ASSETS
INVESTMENTS, AT FAIR VALUE:
Vanguard Money Market Reserves - Prime Portfolio $ 4,214,832 $ 3,850,757
Vanguard Fixed Rate GIC Trusts 10,841,906 11,336,957
Windsor II - A Vanguard Fund 14,338,340 13,280,677
Crane Co. Stock Fund 23,687,120 20,066,095
Medusa Stock Fund 1,186,251 1,767,327
Wellington Fund - A Vanguard Fund 3,706,417 3,124,424
Vanguard Morgan Growth Fund 1,906,568 1,617,589
Vanguard Fixed Income Securities Fund -
Investment Grade Corporate Portfolio 960,061 975,637
Loan Fund 1,503,343 -
Total investments 62,344,838 56,019,463
RECEIVABLES:
Company contributions (Crane Co. Stock Fund) 209,342 193,652
Employee contributions 496,019 457,710
Total receivables 705,361 651,362
Total assets 63,050,199 56,670,825
LIABILITIES
Forfeitures due Crane Co. (Crane Co. Stock Fund) 10,149 15,893
NET ASSETS AVAILABLE FOR BENEFITS $63,040,050 $56,654,932
<FN>
See notes to financial statements.
</TABLE>
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AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
1994 1993
<S> <C> <C>
CONTRIBUTIONS:
Employee $ 6,121,906 $ 5,557,221
Crane Co. (Crane Co. Stock Fund) 2,541,719 2,356,912
Total contributions 8,663,625 7,914,133
EARNINGS ON INVESTMENTS:
Interest and dividends 2,553,081 2,555,262
Net (depreciation)appreciation in fair value
of investments (107,198) 2,768,599
Total earnings on investments 2,445,883 5,323,861
DISTRIBUTIONS TO PARTICIPANTS (4,922,453) (5,174,538)
ROLLOVERS AND TRANSFERS FROM OTHER PLANS 231,478 133,895
FORFEITURES (Crane Co. Stock Fund) (33,415) (47,492)
NET INCREASE IN NET ASSETS AVAILABLE
FOR BENEFITS 6,385,118 8,149,859
NET ASSETS AVAILABLE FOR BENEFITS -
Beginning of year 56,654,932 48,505,073
NET ASSETS AVAILABLE FOR BENEFITS -
End of year $63,040,050 $56,654,932
<FN>
See notes to financial statements.
</TABLE>
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AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
For the Years Ended December 31, 1994 and 1993
[CAPTION]
1. DESCRIPTION OF THE PLAN
The following is a brief description of the Amended and Restated Crane
Co. Savings and Investment Plan ("the Plan"). Participants should refer
to the Plan agreement and amendments for more complete information.
A. General
The Plan is a defined contribution plan covering certain United
States employees of Crane Co. and its subsidiaries (the "Company").
The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
B. Administration of the Plan
The authority to manage, control and interpret the Plan is vested in
the Administrative Committee of the Company. The Committee, which
is appointed by the Compensation Committee of the Board of Directors
of the Company, appoints the Plan Administrator and is the "named
Fiduciary" within the meaning of the Employment Retirement Income
Security Act of 1974 (the "Act").
C. Participation
Subject to certain conditions, U.S. employees of Crane Co. and two
of its subsidiaries, Huttig Sash & Door Company and UniDynamics
Corporation, are eligible to participate in the Plan following
completion of one year of service, as defined in the Plan document.
D. Contributions and Funding Policy
Participants may elect to contribute to the Plan from two to sixteen
percent (up to 10% pre-tax) of their annual compensation (employees
earning in excess of $66,000 are limited to 6%) to be invested in
short-term, stock equity, bond, company stock or fixed income funds
selected by the participant. The Company contributes on a matching
basis an amount equal to 50% of each participant's deferred savings,
up to 6% of the participant's compensation, all of which is invested
in Company common stock. In accordance with the Internal Revenue
Code, participant pre-tax contributions could not exceed $9,240 in
1994.
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E. Expenses
Administrative expenses of the Plan are paid by the Employer. In
addition personnel and facilities of the Employer used by the Plan
for its accounting and other activities are provided at no charge to
the Plan.
F. Vesting
Employee contributions are 100 percent vested. Vesting for employer
contributions are as follows:
<TABLE>
<CAPTION>
Years of Service Vested Interest
<S> <C>
Less than 1 year None
1 year but fewer than 2 20%
2 years but fewer than 3 40%
3 years but fewer than 4 60%
4 years but fewer than 5 80%
5 years or more 100%
Participants whose employment terminates by reason of death,
permanent disability or retirement are fully vested.
Participants are fully vested upon the attainment of age sixty-five
(65).
G. Distributions
A participant whose employment with the Company terminates can elect
to receive all vested amounts.
A participant may apply to the Administrative Committee for a
distribution in cases of hardship. The Committee has the sole
discretion to approve or disapprove hardship withdrawal requests, in
accordance with the Internal Revenue Code.
Any part of a participant's Company contribution portion which is
not vested at the time of termination of employment is forfeited and
used to reduce future Company contributions.
H. Plan Termination
The Company expects to continue the Plan indefinitely, but reserves
the right to modify, suspend or terminate the Plan at any time,
which includes the right to vary the amount of, or to terminate, the
Company's contributions to the Plan. In the event of the Plan's
termination or discontinuance of contributions thereunder, the
interest of each participant in benefits accrued to such date, to
the extent then funded, is fully vested and nonforfeitable. Subject
to the requirements of the Internal Revenue Code, the Board of
Directors shall thereupon direct either (i) that the Trustee
continues to hold the accounts of participants in accordance with
the provisions of the
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Plan without regard to such termination until all funds in such
accounts have been distributed in accordance with such provisions,
or (ii) that the Trustee immediately distribute to each participant
all amounts then credited to their account as a lump sum.
I. Tax Status
The Plan received a determination letter dated March 3, 1995, in
which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable sections of the
Internal Revenue Code. Therefore, no provision for income taxes has
been included in the Plan's financial statement.
J. Rollovers and Transfers from Other Plans
Rollovers and transfers from other qualified plans are accepted by
the Crane Plan. Rollovers and transfers represent contributions of
assets from other qualified plans of companies acquired by Crane Co.
and participant account balances of new employees from other non-
company qualified plans.
<CAPTION>
2. SUMMARY OF ACCOUNTING POLICIES
The following is a summary of the significant accounting and reporting
policies followed in preparation of the financial statements of the
Amended and Restated Crane Co. Savings and Investment Plan.
A. Investment Funds
The Plan provides the following funds in which participants can
elect to invest their Plan assets:
Vanguard Money Market Reserves - Prime Portfolio - A diversified
portfolio of money market instruments such as: domestic
certificates of deposit and bankers' acceptances, commercial
paper rated A1/P1 or better, U.S. Government Agency securities
and repurchase agreements on such securities and up to 15% of net
assets in Eurodollar certificates of deposit and Yankee
obligations.
Vanguard Fixed Rate GIC Trusts - Investments in guaranteed
investment contracts issued annually by insurance companies rated
A+ by A.M. Best Company. A new Trust is established for each
subsequent year of contributions.
Windsor II - A Vanguard Fund - A diversified portfolio of equity
securities.
Crane Co. Stock Fund - Investments in common stock of Crane Co.
Medusa Stock Fund - This fund was established for the purpose of
receiving the distribution of common shares of Medusa Corporation
to all holders of record of Crane Co. common stock. This
distribution occurred in October 1988. Participants were 100%
vested in the shares of Medusa Corporation on the date they were
allocated to their accounts.
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Participants may not direct future contributions into the Medusa
Stock Fund or transfer investments into this fund from any other
investment program. Participants may transfer all or part of
their Medusa Stock Fund balance to any other investment option
presently being offered.
Wellington Fund - A Vanguard Fund - A diversified portfolio of
equity and fixed income securities.
Vanguard Morgan Growth Fund - A diversified portfolio of equity
securities.
Vanguard Fixed Income Securities Fund - Investment Grade
Corporate Portfolio - A diversified portfolio of long-term
investment-grade bonds. The fund's guidelines restrict
investments to Corporate Bonds with credit ratings of A or higher
, U.S. Government and agency securities, mortgage-backed
securities and cash reserves.
The Trustee may, at its discretion, keep any portion of the above
-mentioned investment programs in cash or short-term commercial
paper to accommodate withdrawals and administrative fees or
deposit all or any part of such funds in a "General Account"
pending further instruction by participants.
B. Investment Valuation - Investments in funds listed on national
securities exchanges are valued at the closing composite price
published for the last business day of the year. Other funds are
stated at fair value as determined by the trustee based on the
quoted market price of the underlying securities. Guaranteed
investment contracts are stated at contract value, which
approximates market value.
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The individual investments each of whose fair value represented 5% or
more of the Plan's net assets at year end are presented below:
<CAPTION>
</TABLE>
<TABLE>
1994 1993
Principal Principal
Amount ($) Amount ($)
or Shares/ Market or Shares\ Market
/Units Value Units Value
<S> <C> <C> <C> <C>
Vanguard Money Market
Reserves - Prime
Portfolio 4,214,832 $ 4,214,832 3,850,757 $ 3,850,757
Windsor II - A
Vanguard Fund 906,343 $14,338,340 779,382 $13,280,677
Investment Contract
Trust $ 7,484,597 $ 7,484,597 - -
Vanguard GIC-I-93
Continental Assurance
Co. 5.17% - 12/31/95 $ 3,357,309 $ 3,357,309 $ 3,730,091 $ 3,730,091
Vanguard GIC-I-91
Continental Assurance
Co. and State Mutual
Insurance Co.
7.46% - 12/31/93 - - $ 4,928,568 $ 4,928,568
Vanguard Wellington
Fund 191,151 $ 3,706,417 153,158 $ 3,124,424
Crane Co. Stock Fund 1,315,220 $23,687,120 1,203,003 $20,066,095
<FN>
C. Investment Transactions and Investment Income - Investment
transactions are accounted for on the date purchases or sales are
executed. Dividend income is accounted for on the ex-dividend date.
Interest income is recorded on the accrual basis as earned. Total
income of each fund is allocated monthly to participants' accounts
within the fund based on the participants' relative beginning
balance. In accordance with Department of Labor requirements,
realized and unrealized gains and losses are determined based on the
fair market value of assets at the beginning of the plan year
</TABLE>
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3. ALLOCATION OF NET ASSETS AVAILABLE FOR BENEFITS
The following is a summary of the allocation by fund of net assets
available for benefits at December 31, 1994 and 1993:
<TABLE>
1994 1993
<S> <C> <C>
Vanguard Money Market Reserves -
Prime Portfolio $ 4,220,357 $ 3,877,039
Vanguard Fixed Rate GIC Trusts 10,961,416 11,454,549
Windsor II - A Vanguard Fund 14,497,634 13,408,520
Crane Co. Stock Fund 23,978,483 20,334,929
Medusa Stock Fund 1,186,251 1,767,327
Wellington Fund - A Vanguard Fund 3,771,684 3,175,003
Vanguard Morgan Growth Fund 1,942,300 1,647,198
Vanguard Fixed Income Securities
Fund - Investment Grade
Corporate Portfolio 978,582 990,367
Loan Fund 1,503,343 -
$63,040,050 $56,654,932
4. INFORMATION RELATED TO CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS
The changes in net assets available for benefits by fund for the years
ended December 31, 1994 and 1993 were as follows:
Employee Contributions:
<CAPTION>
1994 1993
<S> <C> <C>
Vanguard Money Market Reserves -
Prime Portfolio $ 547,485 $ 532,774
Vanguard Fixed Rate GIC Trusts 1,394,120 1,459,392
Windsor II - A Vanguard Fund 1,856,302 1,580,273
Crane Co. Stock Fund 946,892 943,541
Medusa Stock Fund - -
Wellington Fund - A Vanguard Fund 730,091 514,347
Vanguard Morgan Growth Fund 432,927 357,115
Vanguard Fixed Income Securities
Fund - Investment Grade
Corporate Portfolio 214,089 169,779
$6,121,906 $ 5,557,221
</TABLE>
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[CAPTION]
Interest and Dividends:
<TABLE>
1994 1993
<S> <C> <C>
Vanguard Money Market Reserves -
Prime Portfolio $ 166,215 $ 116,877
Vanguard Fixed Rate GIC Trusts 580,074 684,101
Windsor II - A Vanguard Fund 845,374 748,216
Crane Co. Stock Fund 607,533 549,691
Medusa Stock Fund 20,661 10,260
Wellington Fund - A Vanguard Fund 162,478 177,751
Vanguard Morgan Growth Fund 69,492 181,491
Vanguard Fixed Income Securities
Fund - Investment Grade
Corporate Portfolio 79,240 86,875
Loan Fund 22,014 -
$ 2,553,081 $ 2,555,262
Net (Depreciation)Appreciation in
Fair Value of Investments:
1994 1993
<S> <C> <C>
Windsor II - A Vanguard Fund $ (1,013,460) $ 803,666
Crane Co. Stock Fund 1,737,117 749,522
Medusa Stock Fund (413,267) 1,127,402
Wellington Fund - A Vanguard Fund (182,375) 138,014
Vanguard Morgan Growth Fund (98,454) (76,975)
Vanguard Fixed Income Securities
Fund - Investment Grade
Corporate Portfolio (136,759) 26,970
$ (107,198) $ 2,768,599
</TABLE>
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<TABLE>
<CAPTION>
Distributions to Participants:
1994 1993
<S> <C> <C>
Vanguard Money Market Reserves -
Prime Portfolio $ (583,757) $ (571,983)
Vanguard Fixed Rate GIC Trusts (1,036,877) (1,292,332)
Windsor II - A Vanguard Fund (1,045,892) (928,431)
Crane Co. Stock Fund (1,552,924) (1,958,065)
Medusa Stock Fund (116,347) (92,862)
Wellington Fund - A Vanguard Fund (304,434) (206,922)
Vanguard Morgan Growth Fund (84,568) (72,236)
Vanguard Fixed Income Securities
Fund - Investment Grade
Corporate Portfolio (141,772) (51,707)
Loan Fund (55,882) -
$ (4,922,453) $(5,174,538)
<CAPTION>
Transfer From (To) Other Funds:
1994 1993
<S> <C> <C>
Vanguard Money Market Reserves -
Prime Portfolio $ 366,294 $ 345,721
Vanguard Fixed Rate GIC Trusts (957,214) (311,236)
Windsor II - A Vanguard Fund 860,064 86,438
Crane Co. Stock Fund (469,240) (594,922)
Medusa Stock Fund (16,789) (13,592)
Wellington Fund - A Vanguard Fund 251,784 338,688
Vanguard Morgan Growth Fund (8,732) 76,904
Vanguard Fixed Income Securities
Fund - Investment Grade
Corporate Portfolio (26,167) 71,999
$ - $ -
<FN>
</TABLE>
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<TABLE>
<CAPTION>
Rollovers and Transfers From Other Plans:
1994 1993
<S> <C> <C>
Vanguard Money Market Reserves -
Prime Portfolio $ 31,024 $ 11,029
Vanguard Fixed Rate GIC Trusts 1,151 5,208
Windsor II - A Vanguard Fund 73,018 21,847
Crane Co. Stock Fund 24,439 22,828
Medusa Stock Fund - -
Wellington Fund - A Vanguard Fund 55,569 45,417
Vanguard Morgan Growth Fund 22,353 26,412
Vanguard Fixed Income Securities
Fund - Investment Grade
Corporate Portfolio 23,924 1,154
$ 231,478 $ 133,895
<FN>
5. AMOUNTS DUE TO PARTICIPANTS
Amounts due to participants for benefit claims which have been processed
and approved for payment by the Plan were $484,288 and $129,244 as of
December 31, 1994 and 1993, respectively. These amounts are not
reflected in the financial statements.
</TABLE>
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Administrative Committee of the Amended and Restated Crane Co.
Savings and Investment Plan has duly caused this annual report to be
signed by the undersigned thereunto duly authorized.
ADMINISTRATIVE COMMITTEE OF THE
AMENDED AND RESTATED CRANE CO.
SAVINGS AND INVESTMENT PLAN
D. S. Smith
D. S. Smith
P. R. Hundt
P. R. Hundt
R. B. Phillips
R. B. Phillips
R. A. DuBois
R. A. DuBois
Stamford, CT
June 23, 1995
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Administrative Committee of the Amended and Restated Crane Co.
Savings and Investment Plan has duly caused this annual report to be
signed by the undersigned thereunto duly authorized.
ADMINISTRATIVE COMMITTEE OF THE
AMENDED AND RESTATED CRANE CO.
SAVINGS AND INVESTMENT PLAN
D. S. Smith
P. R. Hundt
R. B. Phillips
R. A. DuBois
Stamford, CT
June 23, 1995
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<TABLE>
AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN
ITEM 27a SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
<CAPTION>
Identity of Issue Shares Cost Market Value
<S> <C> <C> <C>
Vanguard Money Market
Reserves - Prime Portfolio* 4,214,831.74 $ 4,214,831.74 $ 4,214,831.74
Vanguard Guaranteed
Investment Contract I-93 -
Continental Assurance Co.* 3,357,308.97 3,357,308.97 3,357,308.97
Investment Contract
Trust* 7,484,597.16 7,484,597.16 7,484,597.16
Windsor II* 906,342.60 13,831,618.66 14,338,339.85
Crane Co. Stock Fund* 1,315,220.431 19,240,672.82 23,687,119.96
Medusa Stock Fund* 42,426.569 375,989.36 1,186,246.86
Wellington Fund* 191,150.950 3,648,028.62 3,706,416.92
Vanguard Morgan Growth
Fund* 167,831.721 2,006,770.51 1,906,568.35
Loan - 1,503,342.85 1,503,342.85
Vanguard Fixed Income
Securities Fund - Investment
Grade Corporate Portfolio* 119,262.181 1,031,378.62 960,060.55
$ 56,694,539.31 $ 62,344,833.21
<FN>
*Represents a party-in-interest to the plan.
</TABLE>
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AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN
ITEM 27d SCHEDULE OF REPORTABLE TRANSACTIONS
DECEMBER 31, 1994
<TABLE>
<CAPTION>
Cost No. of Proceeds No. of Net Gain
Identify of Issue of Assets Purchases from Sales Sales or (Loss)
Series of Transactions
<S> <C> <C> <C> <C> <C>
Crane Co.
Stock Fund* $7,325,784.45 69 $ (5,441,877.00) 187 $488,744.75
Vanguard Money
Market Reserves -
Prime Portfolio* 4,365,641.38 153 (4,000,956.65) 148 0.00
Windsor II* 3,980,090.93 85 (1,908,967.34) 176 195,650.59
Investment Contract
Trust* 8,298,301.15 108 (813,774.64) 161 0.00
Single Transactions
Investment Contract
Trust 4,112,563.85
<FN>
*Represents a party-in-interest to the plan.
</TABLE>
