<PAGE>
REGISTRATION NO. 033-59389
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. STOCK OPTION 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.
STOCK OPTION 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 Crane Co. Stock Option Plan (the "Stock Option
Plan") was originally adopted and approved by the Board
of Directors of Crane Co. (the "Company") on March 26,
1984 and was ratified by the stockholders of the Company
on April 30, 1984. Under the terms of the Stock Option
Plan, as amended through February 27, 1995, certain key
employees of the Company, as determined by the
Organization and Compensation Committee (the "Committee")
of the Board of Directors of the Company (the "Board of
Directors"), in its sole discretion, are eligible to
receive options ("Options") to purchase shares of the
Company's common stock, par value $1.00 per share (the
"Common Stock"). Options may be either Incentive Stock
Options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), or Options
which are not so qualified ("Non-Qualified Stock
Options").
The Stock Option Plan is an integral part of the
Company's approach to long-term shareholder return
focused incentive compensation, and of the Company's
continuing efforts to align shareholder and management
interests.
The Stock Option Plan is not a "qualified" plan
within the meaning of Section 401(a) of the Code, and is
not subject to any provisions of the Employee Retirement
Income Security Act of 1974, as amended.
The Stock Option Plan is administered by the
Committee. The current members of the Committee are
Dorsey R. Gardner, Jean Gaulin, Dwight C. Minton and
Boris Yavitz.
Requests for additional information concerning the
Stock Option 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>
Restrictions on Resale of Common Stock
There are no restrictions on resale of Common Stock
acquired upon exercise of Options imposed by the terms of
the Stock Option Plan. However, under the federal
securities laws, persons who are deemed to be
"affiliates" of the Company are restricted in the resale
of Common Stock owned by them (whether acquired under the
Stock Option 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 Common
Stock acquired by the current optionees under the Stock
Option Plan pursuant to the exercise of Options 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.
<PAGE>
If an optionee has any questions about the impact of
Rule 144 or Section 16 on the grant of Options or the
sale of shares acquired under the Stock Option 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.
Certain Federal Income Tax Consequences
The United States federal income tax consequences to
an employee who participates in the Stock Option Plan
generally will be as set forth below. This summary is
limited to optionees who are United States citizens and
who hold Options and shares of common Stock as capital
assets. Each optionee 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.
Incentive Stock Options
An optionee will not recognize taxable income upon
the grant or the exercise of an Incentive Stock Option.
However, some optionees may be subject to the
"alternative minimum tax" and the amount by which the
Fair Market Value of the Common Stock subject to an
Option on the date of exercise exceeds the exercise price
of the Option generally will be added to the optionee's
income for purposes of calculating his or her alternative
minimum taxable income. For purposes of the Stock
Option Plan, Fair Market Value is determined by reference
to the average of the high and low prices of the Common
Stock on the New York Stock Exchange-Composite
Transactions on the applicable day, or if no sale of
Common Stock has been recorded on such day, then on the
next preceding day on which a sale was made.
The federal income tax consequences to an optionee
who sells Common Stock acquired upon exercise of an
Incentive Stock Option will depend on whether the
optionee has met two holding period requirements. These
holding periods are: (1) two years from the date the
Incentive Stock Option was granted and (2) one year from
the date the optionee exercises the Incentive Stock
Option. If the optionee sells Common Stock acquired upon
the exercise of an Incentive Stock Option and satisfies
<PAGE>
both of these holding periods, the optionee will
recognize long-term capital gain (or loss) equal to the
difference between the optionee's tax basis in the Common
Stock (which generally will be equal to the exercise
price paid by the optionee) and the amount realized by
the optionee on the disposition of the shares.
If, however, the optionee sells Common Stock
acquired upon exercise of an Incentive Stock Option and
does not satisfy both of these holding periods (a so-
called "disqualifying disposition"), the optionee may
recognize ordinary income on the disposition. The amount
of this ordinary income will equal the lesser of (i) the
excess of the Fair Market Value of the Common Stock on
the exercise date over the exercise price paid, or (ii)
the amount of the gain recognized by the optionee on the
disposition of the shares. Any additional gain
recognized upon such a disposition will be taxed as
either long-term or short-term capital gain, depending on
whether the one-year long-term capital gain holding
period is met.
Nonqualified Stock Options
An optionee also will not recognize any taxable
income upon the grant of a Nonqualified Stock Option.
Upon exercise of a Nonqualified Stock Option, however,
the optionee will recognize ordinary income equal to the
amount by which the Fair Market Value of Common Stock
acquired at the time of exercise exceeds the exercise
price for that Common Stock.
If an optionee later sells the Common Stock, the
difference between the amount realized by the optionee on
such sale and the optionee's tax basis with respect to
those shares of Common Stock (which generally will be
equal to the sum of the exercise price paid by the
optionee and any ordinary income recognized by the
optionee on the exercise by which the shares were
acquired) will be taxed as short- or long-term capital
gain or loss, depending on whether the one-year long-term
capital gain holding period is met.
Exercises Using Common Stock
An optionee may pay the exercise price of an
Incentive Stock Option or Nonqualified Stock Option by
delivering to the Company shares of Common Stock. In
<PAGE>
general, the federal income tax consequences of the
exercise of an Incentive Stock Option or Nonqualified
Stock Option, as described above, are not altered by the
use of previously acquired shares of Common Stock to pay
the exercise price. An optionee who exercises an Option
in this manner will not recognize capital gain with
respect to the shares of Common Stock delivered in
payment of the exercise price. However, if an optionee
uses shares of Common Stock acquired upon the exercise of
an Incentive Stock Option to pay the exercise price of
another Option and if the applicable holding periods with
respect to such shares have not been satisfied, the
optionee will be treated as having disposed of the shares
in a disqualifying disposition and will recognize
ordinary income on the disposition.
Deductions and Tax Withholding
The Company will be entitled to a deduction for
federal income tax purposes in the year in which the
optionee recognizes ordinary income with respect to the
exercise of a Nonqualified Stock Option. The Company's
deduction will equal the amount that the optionee
recognizes as ordinary income. The Company is required
to withhold federal income tax and Federal Insurance
Contribution Act (FICA) taxes with respect to this
ordinary income. In the Committee's discretion, an
optionee may be permitted to elect to have withheld from
the shares otherwise issuable to the optionee on exercise
of an Option, or to tender the Company, a number of
shares of Common Stock having a Fair Market Value on the
date of exercise equal to the amount required to be
withheld.
The Company will not be entitled to a deduction for
federal income tax purposes with respect to the grant or
exercise of an Incentive Stock Option. However, if an
optionee disposes of Common Stock acquired upon the
exercise of an Incentive Stock Option in a disqualifying
disposition, the Company will be entitled to a federal
income tax deduction equal to the amount of ordinary
income recognized by the optionee.
Under the current interpretation of the Code by the
Internal Revenue Service (the "Service"), the Company is
not required to withhold any amounts for an optionee for
federal income or employment tax purposes with respect to
any ordinary income that the employee may recognize as a
<PAGE>
result of a disqualifying disposition of Common Stock
acquired upon the exercise of an Incentive Stock Option.
However, this interpretation is currently under review by
the Service and may be changed in the future.
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 Stock Option Plan,
other than certain exhibits to such documents. Such
documents are incorporated by reference into the
prospectus relating to the Stock Option 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 Stock Option 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
<PAGE
_________________________________________________________
PROSPECTUS
_________________________________________________________
328,938 SHARES
CRANE CO.
Common Stock
Par Value $1.00 Per Share
This Prospectus covers a total of 328,938
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 nine persons (collectively, the "Selling
Shareholders") who acquired the Shares pursuant to awards
under the Crane Co. Stock Option Plan (the "Stock Option
Plan").
The Shares may be sold pursuant to this
Prospectus from time to time after the date hereof. 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."
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.
<PAGE>
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 3
Selling Shareholders 4
Plan of Distribution 5
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
<PAGE>
Prospectus, 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.
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. See "Plan of
<PAGE>
Distribution." All of the Shares were acquired pursuant
to grants made pursuant to the Stock Option Plan. Each
of the Selling Shareholders is an executive officer 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 Owned
to After
Shares be the
Owned Offered Offering
as of under Maximum
this
Officer 8/1/96 Prospec Sales
tus
R.S. Evans 1,010,152 232,453 777,699*
Chairman
and
Chief
Executive
Officer
R. J. 155,097 42,830 122,268
Muller, Jr.
Executive
Vice
President
A. D. 19,100 3,600 15,500
Pantaleoni
Vice
President-
Health,
Safety and
Environment-
al
R. B. 70,325 27,313 43,012
Phillips
Vice
President-
Human
Resources
M. L. 86,429 21,267 65,163
Raithel
Controller
G. A. 17,675 1,475 16,200
Dickoff
Treasurer
* Constituting 2.6% of the shares of Common Stock
outstanding on August 1, 1996
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. Whether
such sales will be made and the timing and amount of any
sales is discretionary with each Selling Shareholder.
<PAGE>
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, 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 has agreed to supply the Selling
Shareholders with reasonable quantities of Prospectuses
and the Selling Shareholders shall in all cases be
responsible
<PAGE>
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 Company
Law (the "DGCL") permits a Delaware Company, in its
certificate of incorporation, to limit or eliminate,
subject to certain statutory limitations, the liability
of a director to the Company 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 Company or its stockholders, (ii) for
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
<PAGE>
permitted by Section 102(b)(7) of the DGCL.
Under Section 145 of the DGCL, a Company 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 Company 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.
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
<PAGE>
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.
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. Stock Option
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.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
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
<PAGE>
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.
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.
<PAGE>
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:
EXHIBI DESCRIPTION
T 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's
Annual Report on Form 10-K for the fiscal
year ended December 31, 1996) --
Commission File No. 1-1657
4.3 Crane Co. Stock Option Plan, as amended
through May 8, 1995 (incorporated by
reference to Exhibit 4(a) to Registration
Statement on Form S-8 -Commission File
No.-59389)
4.4 Form of Agreement under the Crane Co.
Stock Option Plan, as amended
(incorporated by reference to Exhibit
4(b) to Registration Statement on Form S-
8 - Commission File No.33-59389)
23.1 Consent of Deloitte & Touche LLP,
independent public accountants.
24.1 Power of Attorney (set forth on the
signature
<PAGE>
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:
(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
<PAGE>
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.
* * *
(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. 33-59389 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
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 Augustus 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
No. 1 to Registration Statement on Form S-8, No. 33-59389
has 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. Stock Option Plan, as amended
through May 8, 1995 (incorporated by
reference to Exhibit 4(a) to Registration
Statement on Form S-8 -Commission File
No.33-59389)
4.4 Form of Agreement under the Crane Co. Stock
Option Plan, as amended (incorporated by
reference to Exhibit 4(b) to Registration
Statement on Form S-8 -Commission File
No.33-59389)
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)
<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
