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, 1995
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
AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN
TABLE OF CONTENTS
Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS
Statements of Net Assets Available for
Benefits as of December 31, 1995 and 1994 2
Statements of Changes in Net Assets
Available for Benefits for the Years
Ended December 31, 1995 and 1994 3
Notes to Financial Statements 4
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1995 AND FOR THE YEAR
THEN ENDED
Item 27a - Schedule of Assets Held for Investment Purposes
Item 27d - Schedule of Reportable Transactions
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, 1995
and 1994, 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, 1995 and 1994, and the changes in its 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, 1995 and (2) reportable
transactions for the year ended December 31, 1995 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 1995 financial statements and, in our opinion, are
fairly stated in all material respects when considered in
relation to the basic 1995 financial statements taken as a whole.
Deloitte & Touche LLP
Stamford, Connecticut
May 24, 1996
AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN
<TABLE>
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995 AND 1994
<CAPTION>
__ 1995 1994 _
ASSETS
<S> <C> <C>
INVESTMENTS, AT FAIR VALUE:
Vanguard Money Market Reserves -
Prime Portfolio $ 8,548,608 $ 4,214,832
Vanguard Fixed Rate GIC Trusts 11,522,986 10,841,906
Windsor II - A Vanguard Fund 21,236,725 14,338,340
Crane Co. Stock Fund 34,923,023 23,687,120
Medusa Stock Fund 1,162,257 1,186,251
Wellington Fund - A Vanguard Fund 6,571,404 3,706,417
Vanguard Morgan Growth Fund 3,612,514 1,906,568
Vanguard Fixed Income Securities Fund -
Investment Grade Corporate
Portfolio 1,383,513 960,061
Loan Fund 2,372,752 1,503,343
Total investments 91,333,782 62,344,838
RECEIVABLES:
Company contributions
(Crane Co. Stock Fund) 245,899 209,342
Employee contributions 593,081 496,019
Total receivables 838,980 705,361
Total assets 92,172,762 63,050,199
LIABILITIES
Forfeitures due Crane Co.
(Crane Co. Stock Fund) 4,689 10,149
NET ASSETS AVAILABLE FOR BENEFITS $ 92,168,073 $ 63,040,050
</TABLE>
See notes to financial statements.
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, 1995 AND 1994
<CAPTION>
_ _ 1995 _ __ 1994 __
<S> <C> <C>
CONTRIBUTIONS:
Employee $ 7,240,776 $ 6,121,906
Crane Co. (Crane Co. Stock Fund) 3,047,268 2,541,719
Total contributions 10,288,044 8,663,625
EARNINGS ON INVESTMENTS:
Interest and dividends 3,804,814 2,553,081
Net appreciation(depreciation) in fair value
of investments 15,226,700 (107,198)
Total earnings on investments 19,031,514 2,445,883
DISTRIBUTIONS TO PARTICIPANTS (7,378,854) (4,922,453)
ROLLOVERS AND TRANSFERS FROM
OTHER PLANS 7,266,474 231,478
FORFEITURES (Crane Co. Stock Fund) (79,155) (33,415)
NET INCREASE IN NET ASSETS AVAILABLE
FOR BENEFITS 29,128,023 6,385,118
NET ASSETS AVAILABLE FOR BENEFITS -
Beginning of year 63,040,050 56,654,932
NET ASSETS AVAILABLE FOR BENEFITS -
End of year $92,168,073 $ 63,040,050
</TABLE>
See notes to financial statements.
AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
For the Years Ended December 31, 1995 and 1994
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 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 three of its subsidiaries, Huttig Sash & Door
Company, UniDynamics Corporation, and effective January 1,
1995, Mark Controls 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% of pre-tax and/or after-tax contributions) 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 up to the first 6% of each participant's deferred
savings, which is invested in Company common stock. In
accordance with the Internal Revenue Code, participant pre-
tax contributions could not exceed $9,240 in 1995.
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:
Years of Service Vested Interest
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, subject
to applicable tax law.
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 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.
K. Participant Loan Fund
Participants may borrow from their fund accounts a minimum of
$1,000 up to a maximum equal to the lesser of $50,000 or 50
percent of their account balance. Loan transactions are
treated as a transfer to (from) the investment fund from (to)
the Participant Loan fund. Loan terms range from 1-5 years
or up to 10 years for the purchase of a primary residence.
The loans are secured by the balance in the participant's
account and bear interest at a rate commensurate with local
prevailing rates. Interest rates range from 6 percent to 10
percent. Principal and interest is paid ratably through
monthly payroll deductions.
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.
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.
<TABLE>
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>
1995 1994
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 8,548,608 $ 8,548,608 4,214,832 $ 4,214,832
Windsor II - A
Vanguard Fund 1,027,915 $21,236,725 906,343 $14,338,340
Vanguard Investment
Contract Trust $11,522,986 $11,522,986 $7,484,597 $ 7,484,597
Vanguard GIC-I-93
Continental Assurance
Co. 5.17% - 12/31/95 - - $3,357,309 $ 3,357,309
Vanguard Wellington
Fund 268,989 $ 6,571,404 191,151 3,706,417
Crane Co.
Stock Fund 1,417,906 $34,923,023 1,315,220 $23,687,120
</TABLE>
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.
D.General - The financial statements are prepared in conformity with
generally accepted accounting principles. These require
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and
expenses during the reporting period.
<TABLE>
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, 1995 and 1994:
<CAPTION>
1995 1994
<S> <C> <C>
Vanguard Money Market Reserves -
Prime Portfolio $ 8,529,154 $ 4,220,357
Vanguard Fixed Rate GIC Trusts 11,664,657 10,961,416
Windsor II - A Vanguard Fund 21,422,690 14,497,634
Crane Co. Stock Fund 35,277,254 23,978,483
Medusa Stock Fund 1,162,257 1,186,251
Wellington Fund - A Vanguard Fund 6,666,937 3,771,684
Vanguard Morgan Growth Fund 3,666,652 1,942,300
Vanguard Fixed Income Securities
Fund - Investment Grade
Corporate Portfolio 1,405,720 978,582
Loan Fund 2,372,752 1,503,343
$92,168,073 $63,040,050
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, 1995 and 1994 were as follows:
Employee Contributions:
1995 1994
Vanguard Money Market Reserves -
Prime Portfolio $ 663,210 $ 547,485
Vanguard Fixed Rate GIC Trusts 1,540,338 1,394,120
Windsor II - A Vanguard Fund 2,047,056 1,856,302
Crane Co. Stock Fund 1,131,664 946,892
Medusa Stock Fund - -
Wellington Fund - A Vanguard Fund 1,045,118 730,091
Vanguard Morgan Growth Fund 565,857 432,927
Vanguard Fixed Income Securities
Fund - Investment Grade
Corporate Portfolio 247,533 214,089
$7,240,776 $6,121,906
Interest and Dividends:
1995 1994
Vanguard Money Market Reserves -
Prime Portfolio $ 461,266 $ 166,215
Vanguard Fixed Rate GIC Trusts 645,056 580,074
Windsor II - A Vanguard Fund 1,216,389 845,374
Crane Co. Stock Fund 657,339 607,533
Medusa Stock Fund 17,869 20,661
Wellington Fund - A Vanguard Fund 300,006 162,478
Vanguard Morgan Growth Fund 298,967 69,492
Vanguard Fixed Income Securities
Fund - Investment Grade
Corporate Portfolio 81,524 79,240
Loan Fund 126,398 22,014
$3,804,814 $2,553,081
Net Appreciation(Depreciation) in
Fair Value of Investments:
1995 1994
Windsor II - A Vanguard Fund $ 4,445,173 $(1,013,640)
Crane Co. Stock Fund 8,929,190 1,737,117
Medusa Stock Fund 86,825 (413,267)
Wellington Fund - A Vanguard Fund 1,107,649 (182,375)
Vanguard Morgan Growth Fund 473,407 (98,454)
Vanguard Fixed Income Securities
Fund - Investment Grade
Corporate Portfolio 184,456 (136,759)
$15,226,700 $ (107,198)
Distributions to Participants:
1995 1994
Vanguard Money Market Reserves -
Prime Portfolio $(1,422,772) $ (583,757)
Vanguard Fixed Rate GIC Trusts (1,370,159) (1,036,877)
Windsor II - A Vanguard Fund (1,412,296) (1,045,892)
Crane Co. Stock Fund (2,440,357) (1,552,924)
Medusa Stock Fund (106,419) (116,347)
Wellington Fund - A Vanguard Fund(294,929) (304,434)
Vanguard Morgan Growth Fund (117,684) (84,568)
Vanguard Fixed Income Securities
Fund - Investment Grade
Corporate Portfolio (121,017) (141,772)
Loan Fund (93,221) (55,882)
$(7,378,854) $(4,922,453)
Transfer From (To) Other Funds:
1995 1994
Vanguard Money Market Reserves -
Prime Portfolio $(1,683,269) $ 366,294
Vanguard Fixed Rate GIC Trusts (93,015) (957,214)
Windsor II - A Vanguard Fund 672,509 860,064
Crane Co. Stock Fund (190,068) (469,240)
Medusa Stock Fund (5,415) (16,789)
Wellington Fund - A Vanguard Fund 744,492 251,784
Vanguard Morgan Growth Fund 501,277 (8,732)
Vanguard Fixed Income Securities
Fund - Investment Grade
Corporate Portfolio 53,489 (26,167)
$ - $ -
Rollovers and Transfers From Other Plans:
1995 1994
Vanguard Money Market Reserves -
Prime Portfolio $6,482,990 $ 31,024
Vanguard Fixed Rate GIC Trusts 13,150 1,151
Windsor II - A Vanguard Fund 77,641 73,018
Crane Co. Stock Fund 375,762 24,439
Medusa Stock Fund - -
Wellington Fund - A Vanguard Fund 37,964 55,569
Vanguard Morgan Growth Fund 53,428 22,353
Vanguard Fixed Income Securities
Fund - Investment Grade
Corporate Portfolio 400 23,924
Loan Fund 225,139 -
$7,266,474 $ 231,478
</TABLE>
5. AMOUNTS DUE TO PARTICIPANTS
Amounts due to participants for benefit claims which have been
processed and approved for payment by the Plan were $890,892 and
$484,288 as of December 31, 1995 and 1994, respectively. These
amounts are not reflected in the financial statements, however,
they have been included as benefits paid and payable in Form
5500.
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
/s/ D. S. Smith
D. S. Smith
/s/ A. I. duPont
A. I. duPont
/s/ R. B. Phillips
R. B. Phillips
/s/ R. A. DuBois
R. A. DuBois
/s/ G. A. Dickoff
G. A. Dickoff
Stamford, CT
June 20, 1996
<TABLE>
AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN
ITEM 27a SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
<CAPTION>
Identity of Issue Shares Cost Market Value
<S> <C> <C> <C>
Vanguard Money Market
Reserves - Prime Portfolio* 8,548,607.51 $ 8,548,608 $8,548,608
Vanguard Investment
Contract Trust* 11,522,985.70 11,522,986 11,522,986
Vanguard Windsor II* 1,027,915.076 16,624,724 21,236,725
Crane Co. Stock Fund* 1,417,905.917 22,738,928 34,923,023
Medusa Stock Fund* 38,459.695 352,774 1,162,252
Vanguard Wellington Fund* 268,989.127 5,469,288 6,571,404
Vanguard Morgan Growth
Fund* 256,388.493 3,275,603 3,612,514
Loans to Participants - 2,372,752 2,372,752
Vanguard Fixed Income
Securities Fund - Investment
Grade Corporate Portfolio* 145,940.191 1,273,880 1,383,518
$72,179,543 $91,333,782
</TABLE>
*Represents a party-in-interest to the plan.
<TABLE>
AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN
ITEM 27d SCHEDULE OF REPORTABLE TRANSACTIONS
DECEMBER 31, 1995
<CAPTION>
Cost No. of Proceeds No. of Net Gain
Identity of Issue of Assets Purchases from Sales Sales or (Loss)
Series of Transactions
<S> <C> <C> <C> <C> <C>
Crane Co.
Stock Fund* $ 9,016,892.84 104 $(6,710,180.36) 207 $1,191,542.13
Vanguard Money
Market Reserves -
Prime Portfolio* 12,070,219.28 202 (7,736,454.90) 204 0.00
Vanguard Windsor II* 4,992,760.93 128 (2,539,548.26) 193 339,892.32
Vanguard Investment
Contract Trust* 5,520,977.70 158 (1,483,088.23) 189 0.00
</TABLE>
*Represents a party-in-interest to the plan.
