<PAGE>
REGISTRATION NO. 33-59475
POST-EFFECTIVE AMENDMENT NO. 1
TO
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, including zip
code
CRANE CO. NON-EMPLOYEE DIRECTOR
RESTRICTED STOCK PLAN
Full title of the plan
Augustus I. duPont,
Vice President, General Counsel and 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
<PAGE>
THE CRANE CO.
1988 NON-EMPLOYEE DIRECTOR
RESTRICTED STOCK PLAN
INFORMATION STATEMENT
This document
constitutes part of a
Prospectus
covering securities
that
have been registered
under the Securities
Act of 1933
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
August 19, 1996
<PAGE>
Introduction
The 1988 Non-Employee Director Restricted Stock Plan
(the "Directors Restricted Stock Plan") was originally
adopted and approved by the Board of Directors of Crane
Co. (the "Company") on February 22, 1988 and was ratified
by the stockholders of the Company on April 25, 1988.
Under the terms of the Directors Restricted Stock Plan,
as amended through May 10, 1993, a portion of the annual
director's fee payable to each non-employee director of
the Company is paid in the form of restricted shares of
the Company's common stock, par value $1.00 per share
(the "Common Stock").
The Directors Restricted Stock Plan is not a
"qualified" plan within the meaning of Section 401(a) of
the Internal Revenue Code of 1986, as amended (the
"Code"), and is not subject to any provisions of the
Employee Retirement Income Security Act of 1974, as
amended.
The Directors Restricted Stock Plan is administered
by a committee (the "Committee") of at least three
persons who are not eligible to participate in the
Directors Restricted Stock Plan. The Directors
Restricted Stock Plan provides that the members of the
Committee shall be the Chairman of the Board of Directors
(provided that he is not eligible to participate in the
Directors Restricted Stock Plan), the Vice President-
Finance of the Company and at least one additional
disinterested person to be selected by the Chairman. The
current members of the Committee are R. S. Evans,
Chairman and Chief Executive Officer of the Company, D.
S. Smith, Vice President-Finance and Chief Financial
Officer of the Company, and A.I. duPont, Vice President,
General Counsel and Secretary of the Company.
Requests for additional information concerning the
Directors Restricted Stock Plan and its administrators
should be directed to Augustus I. duPont, Vice President,
General Counsel and Secretary of the Company, at the
following address or phone number:
Crane Co.
100 First Stamford Place
Stamford, CT 06902
(203) 363-7300
<PAGE>
_________________________________________________________
PROSPECTUS
_________________________________________________________
18,855 SHARES
CRANE CO.
Common Stock
Par Value $1.00 Per Share
This Prospectus covers a total of 18,855 shares
(the "Shares") of the Common Stock, par value $1.00 per
share (the "Common Stock"), of Crane Co. (the "Company")
which may be sold from time to time by or for the account
of eight persons (collectively, the "Selling
Shareholders") who acquired the Shares pursuant to awards
under the Crane Co. Non-Employee Director Restricted
Stock Award Plan (the "Directors Restricted Stock Plan").
The Shares may be sold pursuant to this
Prospectus from time to time after the date hereof,
subject to certain restrictions on transfer applicable to
the Selling Shareholders under the Directors Restricted
Stock Plan. Sales will be made at prices and on terms
determined at the time of sale, to purchasers directly or
by or through brokers, dealers, underwriters or agents
who may receive compensation in the form of discounts,
commissions or concessions. Whether such sales will be
made and the timing and amount of any sale is
discretionary with each Selling Shareholder. The Selling
Shareholders and any brokers, dealers, underwriters or
agents that participate in the distribution of the Shares
may be deemed to be "underwriters" within the meaning of
the Securities Act of 1933, as amended (the "Securities
Act"), and any discounts, commissions or concessions
received by any such broker, dealer, underwriter or agent
may be deemed to be underwriting commissions or discounts
under the Securities Act. The Company will not receive
any of the proceeds from any sale of the Shares offered
hereby. See "Use of Proceeds", "Selling Shareholders"
and "Plan of Distribution."
<PAGE>
The Common Stock is listed and traded on the
New York Stock Exchange. The last reported sale price of
the Common Stock on the New York Stock Exchange on August
19, 1996 was $39.875 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is August 19, 1996.
<PAGE>
TABLE OF CONTENTS
Available Information 2
Information Incorporated by Reference 3
The Company 3
Use of Proceeds 4
Selling Shareholders 4
Plan of Distribution 4
Experts 6
Indemnification 6
AVAILABLE INFORMATION
The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith
files reports, proxy and information statements, and
other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy and
information statements, and other information, including
information incorporated by reference into this
Prospectus, can be inspected and copied at the public
reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at its following regional offices: Room 3190, 230
South Dearborn Street, Chicago, Illinois 60604; and 75
Park Place, 14th Floor, New York, New York 10007. Copies
of this material can also be obtained at prescribed rates
from the Public Reference Section of the Commission at
its principal office at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549.
The Common Stock is listed and traded on the
New York Stock Exchange, and reports, proxy and
information statements, and other information concerning
the Company can be inspected at the library of the New
York Stock Exchange, 20 Broad Street, New York, New York
10005.
<PAGE>
INFORMATION INCORPORATED BY REFERENCE
Information contained in the following
documents is incorporated by reference into this
Prospectus:
1. The Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995
(File No. 1-1657).
2. The Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1996 (File
No. 1-1657).
3. The Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1996 (File
No. 1-1657).
4. The description of the Common Stock
contained in the Registration Statement of
the Company filed under Section 12 of the
Exchange Act, including all amendments and
reports updating such description.
All documents subsequently filed by the Company
with the Commission pursuant to Sections 13(a), 13 (c),
14 and 15(d) of the Exchange Act after the date of this
Prospectus, but prior to the filing of a post-effective
amendment to the Registration Statement of which this
Prospectus is a part which indicates that all securities
offered by the Prospectus have been sold or which
deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference into this
Prospectus. Each document incorporated in this
Prospectus by reference shall be deemed to be a part of
this Prospectus from the date of the filing of such
document with the Commission until the information
contained therein is superseded or updated by any
subsequently filed document which is incorporated by
reference into this Prospectus.
The Company will furnish without charge to each
person, including any beneficial owner, to whom this
Prospectus is delivered, upon written or oral request of
such person, a copy of any and all of the information
that has been incorporated by reference into this
Prospectus,
<PAGE>
other than certain exhibits to such documents. Requests
should be directed to the Office of the Secretary, Crane
Co., 100 First Stamford Place, Stamford, Connecticut
06902, telephone (203) 363-7300.
No person has been authorized to give any
information or to make any representations not contained
in this Prospectus and, if given or made, such
information or representations must not be relied upon as
having been authorized by the Company. The delivery of
this Prospectus at any time does not imply that
information herein is correct as of any time subsequent
to the date hereof. This Prospectus does not constitute
an offer within any jurisdiction to any person to whom
such offer would be unlawful.
THE COMPANY
The Company is a diversified manufacturer of
engineered industrial products and the nation's largest
American distributor of doors, windows and millwork.
Founded in 1855, Crane Co. employs over 10,000 people in
North America, Europe, Asia and Australia.
The Company's strategy is to grow the earnings
of niche businesses with high market share, build an
aggressive and committed management team whose interests
are directly aligned to those of the shareholders, and
maintain a focused, efficient corporate structure.
The Company's principal executive office is
located at 100 First Stamford Place, Stamford,
Connecticut 06902, telephone (203) 363-7300.
<PAGE>
USE OF PROCEEDS
The Company will not receive any of the
proceeds from the sale of the Shares offered under this
Prospectus by the Selling Shareholders.
SELLING SHAREHOLDERS
All of the Shares offered hereby are being
offered for the account of the persons identified in the
following table, who may from time to time sell the
Shares covered by this Prospectus, subject to certain
restrictions on transfer. See "Plan of Distribution."
All of the Shares were acquired pursuant to grants made
pursuant to the Directors Restricted Stock Plan. Each of
the Selling Shareholders is a director of the Company.
The following table sets forth the name and title of each
Selling Shareholder, the number of shares of Common Stock
owned by each as of August 1, 1996, the maximum number of
Shares to be offered under this Prospectus and the number
of shares of Common Stock to be owned by each Selling
Shareholder assuming the sale of all of the Shares.
Maximum Shares
Shares to Owned After
Shares Owned be Offered the Offering
as of under this Assuming
August 1, 1996 Prospectus Maximum Sales
Mone Anathan, III 1,854 1,750 104
E. Thayer Bigelow, Jr. 9,979 2,810 7,169
Richard S. Forte' 7,211 2,810 4,401
Dorsey R. Gardner 2,778 2,525 253
Jean Gaulin 2,030 530 1,500
Dwight C. Minton 17,810 2,810 15,000
C. J. Queenan, Jr. 7,523 2,810 4,713
Boris Yavitz 4,475 2,810 1,665
<PAGE>
PLAN OF DISTRIBUTION
It is expected that the Selling Shareholders
will sell their respective Shares pursuant to this
Prospectus from time to time or at one time, subject to
certain restrictions on transfer under the Directors
Restricted Stock Plan as discussed below. Whether such
sales will be made and the timing and amount of any sales
is discretionary with each Selling Shareholder.
Shares may be sold on one or more exchanges or
otherwise; directly to purchasers in negotiated
transaction; by or through brokers or dealers, in
ordinary brokerage transactions or transactions in which
the broker solicits purchasers; in block trades in which
the broker or dealer will attempt to sell Shares as agent
but may position and resell a portion of the block as
principal; in transactions in which a broker or dealer
purchases as principal for resale for its own account;
through underwriters or agents; or in any combination of
the foregoing methods. Shares may be sold at a fixed
offering price, which may be changed, at the prevailing
market price at the time of sale, at prices related to
such prevailing market price or at negotiated prices.
Any brokers, dealers, underwriters or agents may arrange
for others to participate in any such transaction and may
receive compensation in the form of discounts,
commissions or concessions from the Selling Shareholders
and/or the purchasers of Shares. The proceeds to the
Selling Shareholders from any sale of Shares will be net
of any such compensation, and of any expenses to be borne
by the Selling Shareholders. If required at the time
that a particular offer of Shares is made, a supplement
to this Prospectus will be delivered that describes any
material arrangements for the distribution of Shares and
the terms of the offering, including, without limitation,
the names of any underwriters, brokers, dealers or agents
and any discounts, commissions or concessions and other
items constituting compensation from the Selling
Shareholders or otherwise. The Company may agree to
indemnify any such brokers, dealers, underwriters, or
agents against certain civil liabilities, including
liabilities under the Securities Act.
The Selling Shareholders and any brokers,
dealers, underwriters or agents that participate with the
Selling Shareholders in the distribution of Shares may be
deemed to be "underwriters" within the meaning of the
Securities Act,
<PAGE>
in which event any discounts, commissions or concessions
received by any such brokers, dealers, underwriters or
agents and any profit on the resale of the Shares
purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.
The Company's standard retainer payable to each
non-employee director is currently $25,000 per year, of
which $15,000 is paid in cash and $10,000 is paid in
shares of restricted stock issued under the Directors
Restricted Stock Plan. An award is forfeitable if the
director ceases to remain a member of the Board of
Directors until the Annual Meeting of the next year
following the year of the award, except in the case of
death or disability (as determined by the Organization
and Compensation Committee of the Board of Directors).
In the event of such death or disability, an allocated
portion of the award for the year of death or disability
shall become non-forfeitable and distributable to the
director or his legal representative as of the date of
such death or disability. 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. A director may not sell or otherwise transfer
shares awarded under the Directors Restricted Stock Plan
for a period of five years after the date of the award,
except in the event of death or disability. The table
below sets forth, for each selling shareholder, the
number of shares currently subject to restrictions on
transfer as of August 1, 1996.
Shares Subject to
Restriction
as of August 1, 1996
Mone Anathan, III 1,750
E. Thayer Bigelow, Jr. 1,670
Richard S. Forte' 1,670
Dorsey R. Gardner 1,670
Jean Gaulin 1,670
Dwight C. Minton 1,670
C. J. Queenan, Jr. 1,670
Boris Yavitz 1,670
All restrictions on any shares awarded to a
director under the Directors Restricted Stock Plan will
lapse in the event of a change-in-control (as defined in
the Plan).
<PAGE>
The Company has agreed to supply the Selling
Shareholders with reasonable quantities of Prospectuses
and the Selling Shareholders shall in all cases be
responsible for complying with the prospectus delivery
requirements of Section 5(b)(2) of the Securities Act
with respect to sales of Shares made by them.
Any shares covered by this Prospectus which
qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus. There is no assurance that
the Selling Shareholders will sell any or all of the
Shares. The Selling Shareholders may transfer, devise or
gift such Shares by other means not described herein.
The Company will pay all of the expenses,
including, but not limited to, fees and expenses of
compliance with state securities or "blue sky" laws,
incident to the registration of the Shares, other than
certain underwriting discounts and selling commissions
and fees and expenses, if any, of counsel or other
advisors retained by the Selling Shareholders.
EXPERTS
The consolidated financial statements
incorporated in this Prospectus by reference to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, have been incorporated in
reliance on the report of Deloitte & Touche LLP,
independent public accountants, given on the authority of
said firm as experts in auditing and accounting.
INDEMNIFICATION
Section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL") permits a Delaware
corporation, in its certificate of incorporation, to
limit or eliminate, subject to certain statutory
limitations, the liability of a director to the
corporation or its stockholders for monetary damages for
breaches of fiduciary duty, except for liability (i) for
any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for omissions not
in good faith or which involve intentional misconduct or
a
<PAGE>
knowing violation of law, (iii) under Section 174 of the
DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit. Article IX of the
Company's Certificate of Incorporation provides that the
personal liability of directors of the Company is
eliminated to the fullest extent permitted by Section
102(b)(7) of the DGCL.
Under Section 145 of the DGCL, a corporation has the
power to indemnify directors and officers under certain
prescribed circumstances and, subject to certain
limitations, against certain costs and expenses,
including attorneys' fees, actually and reasonably
incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or
investigative, to which any of them is a party by reason
of his being a director or officer of the corporation if
it is determined that he acted in accordance with the
applicable standard of conduct set forth in such
statutory provision. Article X of the Company's By-Laws
provides that the Company will indemnify any person who
was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or
proceeding by reason of the fact that he is or was an
authorized representative of the Company, against all
expenses (including attorneys' fees) and amounts paid in
settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding
if such person acted in accordance with the standard of
conduct set forth in Article X. Article X further
permits the Company to maintain insurance on behalf of
any such person against any liability asserted against
such person and incurred by such person in any such
capacity or arising out of his status as such, whether or
not the Company would have the power to indemnify such
person against such liability under Article X.
The Company maintains standard policies of insurance
under which coverage is provided (a) to its directors and
officers against loss arising from claims made by reason
of breach of duty or other wrongful act and (b) to the
Company with respect to payments which may be made by the
Company to such officers and directors pursuant to the
above indemnification provisions or otherwise as a matter
of law.
<PAGE> The Company has entered into agreements with
each of its directors and officers pursuant to which the
Company has agreed to indemnify such directors and
officers, and to advance expenses in connection
therewith, to the fullest extent permitted by law, and to
maintain Director's and officers' liability insurance on
behalf of such indemnified persons unless, in the
business judgment of the Board of Directors of the
Company, the premium cost for such insurance is
substantially disproportionate to the amount of coverage
or the coverage is so limited by exclusions that there is
insufficient benefit from such insurance. The agreements
further provide that, if indemnification is not
available, then in any case in which the Company is
jointly liable with the indemnified person the Company
will contribute to the fullest extent permitted by law to
the amount of expenses, judgments, fines and settlements
paid or payable by the indemnified person in such
proportion as is appropriate to reflect the relative
benefits received, and the relative fault of, the Company
and the indemnified person. Such rights cannot be
modified, except as required by law, by any change in the
Company's Certificate of Incorporation or By-Laws.
The indemnification described in the preceding
paragraphs may include indemnification against
liabilities arising under the Securities Act. Insofar as
indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers,
or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as
expressed in the Securities Act and is therefore
unenforceable.
Restrictions on Resale of Common Stock
Shares of Common Stock awarded under the Directors
Restricted Stock Plan ("Restricted Stock"), whether or
not vested, may not be sold or transferred (including,
without limitation, transfer by gift or donation) during
the period ending on the fifth anniversary of the date
the Common Stock was awarded or the date of departure or
resignation of the director from the Board of Directors,
whichever is earlier; provided, however, that all
restrictions on transfer will lapse with regard to
Restricted Stock upon a director's death or disability,
which disability renders the director unable to continue
to serve the Company (as determined by the Committee), or
upon a change-in-control of the Company (as defined in
the Directors Restricted Stock Plan).
<PAGE>
In addition, under the federal securities laws,
persons who are deemed to be "affiliates" of the Company
are restricted on the resale of Common Stock owned by
them (whether acquired under the Directors Restricted
Stock Plan or otherwise). For this purpose, an
"affiliate" of the Company is any person who controls the
Company, is controlled by the Company, or is under common
control with the Company, whether directly or indirectly
through one or more intermediaries. A corporation's
"affiliates" would usually include all persons whose
security holdings are substantial enough to affect the
corporation's management. Also, all directors and
executive or policy-making officers may be deemed to be
"affiliates."
In general, unless specifically registered for
resale, shares owned by affiliates can be sold only in
compliance with Rule 144 of the Securities and Exchange
Commission or another applicable exemption from
registration. Among other things, Rule 144 imposes
limitations on the amount of securities sold by an
affiliate in any three-month period and requires that
sales be conducted through a broker. Shares of
Restricted Stock acquired by the current non-employee
directors under the Directors Restricted Stock Plan have
been registered for resale. Accordingly, such persons
may sell such shares pursuant to such registration or
under Rule 144.
In addition, officers, directors or greater than 10%
stockholders of the Company ("insiders") are subject to
the reporting and short-swing profit forfeiture
provisions of Section 16 of the Securities Exchange Act
of 1934, as amended. Section 16(a) contains reporting
requirements applicable to insiders. Section 16(b) sets
forth rules concerning short-swing profit forfeiture that
may require an insider to disgorge to the Company profits
realized upon the sale and purchase or purchase and sale
of Company securities within any six-month period.
If a non-employee director has any questions about
the impact of Rule 144 or Section 16 on the grant of
Restricted Stock or the sale of shares acquired under the
Directors Restricted Stock Plan, he or she should consult
with Augustus I. duPont at the address or telephone
number set forth on page 1 or, if appropriate, personal
legal counsel.
<PAGE>
Certain Federal Income Tax Consequences
The United States federal income tax consequences to
a non-employee director generally will be as set forth
below. This summary is limited to directors who are
United States citizens. Each director is urged to
consult his or her personal tax advisor with respect to
the application of the federal income tax laws to his or
her personal circumstances, changes in these laws and the
possible effect of other taxes.
A non-employee director who is granted shares of
Restricted Stock generally will not recognize taxable
income at the time the shares are granted. Instead, the
director will recognize ordinary income with respect to
such shares in the taxable year in which the shares
become vested. In such year, the non-employee director
will be required to report ordinary income in an amount
equal to the fair market value of the shares at the time
they vest less any purchase price paid for the shares at
the time of the grant.
A director who is granted shares of Restricted Stock
may, however, make an irrevocable election under Section
83(b) of the Code to recognize the taxable income in the
year in which the Restricted Stock is granted, rather
than in the year in which the shares are vested. If this
election is made, the amount of taxable income recognized
by the director will be equal to the fair market value of
the shares granted (with no discount to reflect the
transfer restrictions or the risk of forfeiture), at the
time of the grant. If the director opts for this tax
treatment, no further income would be recognized at the
time the shares vest, and any post-grant appreciation or
depreciation in the value of the stock would be realized
as capital gain (or loss) when the shares are later
resold. If the shares are forfeited following such
election, the director obtains no tax benefit with
respect to the forfeiture or prior tax payment.
Available Information
The Company will provide without charge to each
optionee, upon written or oral request, a copy of the
documents incorporated by reference into the Registration
Statement on Form S-8 relating to the Directors
Restricted
<PAGE>
Stock Plan, other than certain exhibits to such
documents. Such documents are incorporated by reference
into the prospectus relating to the Directors Restricted
Stock Plan which meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Section
10(a) Prospectus").
The Company will also provide without charge to each
optionee, upon written or oral request, a copy of any or
all of the following:
(a) All previously furnished Directors Restricted
Stock Plan information documents that constitute part of
the Section 10(a) Prospectus; and
(b) The Company's Annual Report to Stockholders for
its latest fiscal year.
Requests should be directed to Augustus I. duPont,
Vice President, General Counsel and Secretary of the
Company, at the following address or phone number:
Crane Co.
100 First Stamford Place
Stamford, CT 06902
(203) 363-7300
PART II
Information Required in the Registration Statement
Item. 3. Incorporation of Documents by Reference.
The following documents filed by Crane Co. (the
"Company") with the Securities and Exchange Commission
(the "Commission) are incorporated by reference into this
Registration Statement:
1. The Company's Form 10-K, filed with the
Commission for the fiscal year ended
December 31, 1995 (No. 1-1657).
2. The Company's Form 10-Q, filed with the
Commission for the quarterly period ended
March 31, 1996 (No. 1-1657).
3. The Company's Form 10-Q, filed with the
Commission for the quarterly period ended
June 30, 1996 (No. 1-1657).
4. The description of the Company's Common
Stock contained in the Company's
Registration Statement on Form 8-A filed
under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the
"Exchange Act"), including all amendments
and reports updating such description.
<PAGE>
All documents subsequently filed by the Company
with the Commission pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this
Registration Statement, but prior to the filing of a post-
effective amendment to this Registration Statement which
indicates that all securities offered by this
Registration Statement have been sold or which
deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference into this
Registration Statement. Each document incorporated by
reference into this Registration Statement shall be
deemed to be a part of this Registration Statement from
the date of the filing of such document with the
Commission until the information contained therein is
superseded or updated by any subsequently filed document
which is incorporated by reference into this Registration
Statement or by any document which constitutes part of
the prospectus relating to the Crane Co. Non-Employee
Director Restricted Stock Plan (the "Plan") meeting the
requirements of Section 10(a) of the Securities Act of
1933, as amended (the "Securities Act.")
Item 4. Description of Securities
The class of securities to be offered under this
Registration Statement is registered under Section 12(b)
of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not Applicable
<PAGE>
Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL") permits a Delaware
corporation, in its certificate of incorporation, to
limit or eliminate, subject to certain statutory
limitations, the liability of a director to the
corporation or its stockholders for monetary damages for
breaches of fiduciary duty, except for liability (i) for
any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, or (iv) for any transaction from
which the director derived an improper personal benefit.
Article IX of the Company's Certificate of Incorporation
provides that the personal liability of directors of the
Company is eliminated to the fullest extent permitted by
Section 102(b)(7) of the DGCL.
Under Section 145 of the DGCL, a corporation has the
power to indemnify directors and officers under certain
prescribed circumstances and, subject to certain
limitations, against certain costs and expenses,
including attorneys' fees, actually and reasonably
incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or
investigative, to which any of them is a party by reason
of his being a director or officer of the corporation if
it is determined that he acted in accordance with the
applicable standard of conduct set forth in such
statutory provision. Article X of the Company's By-Laws
provides that the Company will indemnify any person who
was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or
proceeding by reason of the fact that he is or was an
authorized representative of the Company, against all
expenses (including attorneys' fees) and amounts paid in
settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding
if such person acted in accordance with the standard of
conduct set forth in Article X. Article X further
permits the Company to maintain insurance on behalf of
any such person against any liability asserted against
such person and incurred by such person in any such
capacity or arising out of his status as such, whether or
not the Company would have the power to indemnify such
person against such liability under Article X.
<PAGE>
The Company maintains standard policies of insurance
under which coverage is provided (a) to its directors and
officers against loss arising from claims made by reason
of breach of duty or other wrongful act and (b) to the
Company with respect to payments which may be made by the
Company to such officers and directors pursuant to the
above indemnification provisions or otherwise as a matter
of law.
The Company has entered into agreements with each
of its directors and officers pursuant to which the
Company has agreed to indemnify such directors and
officers, and to advance expenses in connection
therewith, to the fullest extent permitted by law, and to
maintain directors' and officers' liability insurance on
behalf of such indemnified persons unless, in the
business judgment of the Board of Director of the
Company, the premium cost for such insurance is
substantially disproportionate to the amount of coverage
or the coverage is so limited by exclusions that there is
insufficient benefit from such insurance. The agreements
further provide that, if indemnification is not
available, then in any case in which the Company is
jointly liable with the indemnified person the Company
will contribute to the fullest extent permitted by law to
the amount of expenses,
judgments, fines and settlements paid or payable by the
indemnified person in such proportion as is appropriate
to reflect the relative benefits received, and the
relative fault of, the Company and the indemnified
person. Such rights cannot be modified, except as
required by law, by any change in the Company's
Certificate of Incorporation or By-Laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
The following exhibits are filed herewith or
incorporated by reference as part of this Registration
Statement:
EXHIBIT NO. DESCRIPTION
4.1 The Certificate of Incorporation of the
Company, as amended through May 7, 1987
(incorporated by reference to Exhibit D to
the Company's Annual Report on Form 10-K
for the fiscal year ended December 31,
1987 -Commission File No. 1-1657)
4.2 The By-Laws of the Company, as amended
through December 5, 1994 (incorporated by
reference to Exhibit A to the Company's
Annual Report on Form 10-K for the fiscal
year ended December 31, 1996) --
Commission File No. 1-1657
4.3 Crane Co. Non-Employee Director Restricted
Stock Plan (incorporated by reference to
Exhibit 4(a) to Registration Statement on
Form S-8 - Commission File No.33-59475)
4.4 Form of Agreement under the Crane Co. Non-
Employee Director Restricted Stock Plan,
as amended (incorporated by reference to
Exhibit 4(b) to Registration Statement on
Form S-8 - Commission File No.33-
59475)
23.1 Consent of Deloitte & Touche LLP,
independent public accountants.
24.1 Power of Attorney (set forth on the
signature page of this Registration
Statement)
Item 9. 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:
<PAGE>
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(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, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information
with respect to the plan of distribution not previously
disclosed in the registration statement; Provided,
however, that paragraphs (a)(1)(i) and
(a)(1)(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 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 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.
<PAGE>
* * *
(h) 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 or controlling
person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of
appropriate jurisdiction the question 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>
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 Post-Effective Amendment No. 1 to Registration
Statement on Form S-8, No. 33-59475 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 August, 1996.
CRANE CO.
BY:/s/R. S. Evans
Chairman of the Board and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each
person whose signature appears below constitutes and
appoints August us I. duPont and Thomas J. Ungerland, and
each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and revocation
for him in his 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 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.
<PAGE>
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Post-Effective Amendment
been signed by the following persons in the capacities
and on the date indicated.
SIGNATURE TITLE DATE
/s/R. S. Evans Chairman August 19,
R. S. Evans of the 1996
Board and
Chief
Executive
Officer
and a
Director
/s/D. S. Smith Vice August 19,
D. S. Smith President 1996
Finance
and Chief
Financial
Officer
/s/M. L. Controlle August 19,
Raithel r and 1996
M. L. Raithel Principal
Accountin
g Officer
/s/M. Anathan, Director August 19,
III 1996
M. Anathan,
III
/s/E. T. Director August 19,
Bigelow, Jr. 1996
E. T. Bigelow,
Jr.
/s/R S. Forte' Director August 19,
R. S. Forte' 1996
/D. R. Gardner Director August 19,
D. R Gardner 1996
/s/J. Gaulin Director August 19,
J. Gaulin 1996
/s/D. C. Director August 19,
Minton 1996
D. C. Minton
/s/C. J. Director August 19,
Queenan, Jr. 1996
C. J. Queenan,
Jr.
/s/B. Yavitz Director August 19,
B. Yavitz 1996
<PAGE>
EXHIBIT INDEX
NO. EXHIBIT DESCRIPTION
Sequential Page No.
4.1 The Certificate of Incorporation of the
Company, as amended through May 7, 1987
(incorporated by reference to Exhibit D to
the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1987
- Commission File No. 1-1657)
4.2 The By-Laws of the Company, as amended
through December 5, 1994 (incorporated by
reference to Exhibit A to the Company
Annual Report on Form 10-K for the fiscal
year ended December 31,1996 -- Commission
File No. 1-1657)
4.3 Crane Co. Non-Employee Director Restricted
Stock Plan (incorporated by reference to
Exhibit 4(a) to Registration Statement on
Form S-8 - Commission File No.33-59475)
4.4 Form of Agreement under the Crane Co. Non-
Employee Director Restricted Stock Plan, as
amended (incorporated by reference to
Exhibit 4(b) to Registration Statement on
Form S-8 -Commission File No.33-59475)
23.1 Consent of Deloitte & Touche LLP,
independent public accountants
23.4 Power of Attorney (set forth on the
signature page of this Registration
Statement)
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation
by reference in this Post-Effective Amendment
No. 1 to the Registration Statement of Crane Co.
on Form S-8 of our reports dated January 22,
1996, appearing in and incorporated by reference
in the Annual Report on Form 10-K of Crane Co.
for the year ended December 31, 1995 and to the
reference to us under the heading "Experts" in
the Prospectus which is a part of this
Registration Statement.
/s/DELOITTE & TOUCHE LLP
Stamford, Connecticut
August 23, 1996
