FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 1996
Commission File Number 1-1657
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 office) (Zip Code)
(203) 363-7300
(Registrant's telephone number, including area code)
(Not Applicable)
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
The number of shares outstanding of the issuer's classes of common
stock, as of April 30, 1996:
Common stock, $1.00 Par Value - 30,206,054 shares
<PAGE>
Part I - Financial Information
Item 1. Financial Statements
<TABLE>
Crane Co. and Subsidiaries
Consolidated Statements of Income
(In Thousands, Except Per Share Amounts)
(Unaudited)
<CAPTION>
Periods Ended March 31,
Three Months
1996 1995
<S> <C> <C>
Net Sales $ 436,463 $ 432,578
Operating Costs and Expenses:
Cost of sales 319,982 323,458
Selling, general and
administrative 70,486 68,597
Depreciation & amortization 12,022 11,904
402,490 403,959
Operating Profit 33,973 28,619
Other Income (Deductions):
Interest income 533 368
Interest expense (5,862) (6,993)
Miscellaneous - net 836 (97)
(4,493) (6,722)
Income Before Taxes 29,480 21,897
Provision for Income Taxes 11,272 8,622
Net Income $ 18,208 $ 13,275
Net Income Per Share $.60 $ .44
Average Shares Outstanding 30,520 30,273
Dividends Per Share $.1875 $.1875
<FN>
See Notes to Consolidated Financial Statements
</TABLE>
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<PAGE>
<TABLE>
Part I - Financial Information
Crane Co. and Subsidiaries
Consolidated Balance Sheets
(In Thousands, Except Per Share Amounts)
<CAPTION>
March 31, December 31,
1996 1995 1995
(Unaudited)
Assets
<S> <C> <C> <C>
Current Assets:
Cash and cash equivalents $ 4,748 $ 1,693 $ 5,476
Accounts receivable, less
allowance of $3,702 ($3,717
at March 31, 1995 and $3,598
at December 31, 1995) 250,001 247,819 240,787
Inventories at lower of cost,
principally LIFO, or market;
replacement cost would be
higher by approximately
$51,934, ($53,612 at
March 31, 1995 and $49,460
at December 31, 1995)
Finished goods 119,859 121,596 117,060
Finished parts and
subassemblies 38,423 31,699 37,915
Work in process 34,863 40,862 35,364
Raw materials 54,780 53,493 54,662
247,925 247,650 245,001
Other current assets 7,333 6,722 6,774
Total Current Assets 510,007 503,884 498,038
Property, Plant and Equipment:
Cost 513,772 516,209 512,985
Less accumulated depreciation 273,652 257,117 269,047
240,120 259,092 243,938
Other Assets 27,073 30,670 26,874
Intangibles, less accumulated
amortization of $12,058
($7,760 at March 31, 1995 and
$11,020 at December 31, 1995) 58,481 62,366 58,894
Cost in excess of net assets
acquired less accumulated
amortization of $23,887
($18,205 at March 31, 1995
and $22,482 at
December 31, 1995) 169,041 173,521 170,667
$ 1,004,722 $1,029,533 $ 998,411
<FN>
See Notes to Consolidated Financial Statements
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</TABLE>
<PAGE>
<TABLE>
Part I - Financial Information
<CAPTION>
March 31, December
31,
1996 1995 1995
(Unaudited)
Liabilities and Shareholders' Equity
<S> <C> <C> <C>
Current Liabilities:
Current maturities of long-term debt $ 772 $ 1,223 $ 771
Loans payable 17,799 18,423 15,359
Accounts payable 103,042 103,896 96,873
Accrued liabilities 106,680 116,995 115,530
U.S. and foreign taxes on income 19,788 11,965 12,743
Total Current Liabilities 248,081 252,502 241,276
Long-Term Debt 265,238 333,576 281,093
Deferred Income Taxes 28,456 33,180 27,993
Other Liabilities 22,081 17,391 21,977
Accrued Postretirement Benefits 43,090 43,075 43,071
Accrued Pension Liability 8,377 8,709 8,272
Preferred Shares, Par Value $.01
Authorized - 5,000 Shares - - -
Common Shareholders' Equity:
Common shares 30,204 30,142 30,125
Capital surplus 13,230 14,678 12,283
Retained earnings 356,641 304,139 342,330
Currency translation adjustment (10,676) (7,859) (10,009)
Total Common Shareholders' Equity 389,399 341,100 374,729
$ 1,004,722 $ 1,029,533 $ 998,411
<FN>
See Notes to Consolidated Financial Statements
-4-
</TABLE>
<PAGE>
<TABLE>
Part I - Financial Information (Cont'd.)
Crane Co. and Subsidiaries
Consolidated Statements of Cash Flows
(In Thousands)
(Unaudited)
<CAPTION>
Three Months
Ended
March 31,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net income $ 18,208 $ 13,275
Depreciation 8,636 9,057
Amortization 3,386 2,847
Deferred taxes (288) 549
Cash used for operating working capital (9,197) (12,120)
Other 38 (1,854)
Total from operating activities 20,783 11,754
Cash flows from investing activities:
Capital expenditures (6,864) (6,967)
Payments for acquisitions - (1,879)
Proceeds from divestitures 1,555 -
Proceeds from disposition of capital assets 990 1,778
Purchase of equity investment - -
Total used for investing activities (4,319) (7,068)
Cash flows from financing activities:
Equity:
Dividends paid (5,662) (5,655)
Reacquisition of shares (1,521) (2,367)
Stock options exercised 3,281 4,373
Net Equity (3,902) (3,649)
Debt:
Proceeds from issuance of long-term debt - -
Repayments of long-term debt (17,688) (3,578)
Net increase in short-term debt 4,432 2,065
Net Debt (13,256) (1,513)
Total(used for)provided from financing activities (17,158) (5,162)
Effect of exchange rate on cash and cash equivalents (34) 97
Decrease in cash and cash equivalents (728) (379)
Cash and cash equivalents at beginning of period 5,476 2,072
Cash and cash equivalents at end of period $ 4,748 $ 1,693
Detail of Cash (Used for) Provided From
Operating Working Capital:
Accounts receivable $ (10,313) $ (11,939)
Inventories (3,553) (9,524)
Other current assets (596) (277)
Accounts payable 6,690 2,686
Accrued liabilities (8,503) 2,553
U.S. and foreign taxes on income 7,078 4,381
Total $ (9,197) $ (12,120)
Supplemental disclosure of cash flow information:
Interest paid $ 5,187 $ 6,251
Income taxes paid 4,038 3,418
See Notes to Consolidated Financial Statements
-5-
</TABLE>
<PAGE>
Part I - Financial Information (Cont'd.)
Notes to Consolidated Financial Statements
<TABLE>
1. The accompanying unaudited consolidated financial statements
have been prepared in accordance with the instructions to
Form 10-Q and, therefore reflect all adjustments which are,
in the opinion of management, necessary for a fair statement
of the results for the interim period presented.
2. Sales and operating profit by segment are as follows:
<CAPTION>
Three Months Ended
March 31,
1996 1995
<S> <C> <C>
(In thousands)
Net Sales:
Fluid Handling $ 92,230 $ 78,860
Aerospace 58,321 51,049
Engineered Materials 50,738 53,938
Crane Controls 33,783 33,072
Merchandising Systems 44,072 47,623
Wholesale Distribution 159,420 169,106
Other 2,580 3,128
Intersegment Elimination (4,681) (4,198)
Total $436,463 $432,578
Operating Profit (Loss):
Fluid Handling $ 5,038 $ 2,243
Aerospace 15,283 11,908
Engineered Materials 5,240 6,675
Crane Controls 3,477 2,888
Merchandising Systems 5,866 6,616
Wholesale Distribution 3,560 1,828
Other 51 221
Corporate (4,572) (3,700)
Intersegment Elimination 30 (60)
Total $ 33,973 $ 28,619
-6-
</TABLE>
Part I - Financial Information (Cont'd)
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Three Months Ended March 31, 1996 and 1995
[CAPTION]
Results From Operations:
First Quarter of 1996 Compared to First Quarter of 1995:
Net income for the quarter ended March 31, 1996 set a first quarter
record of $18.2 million or $.60 per share, a 36% increase from the
$13.3 million or $.44 per share reported for the same period last
year. Sales in the quarter were $436.5 million, up 1% from last
year, and operating profit increased 19% to $34 million. Cash flow
(net income plus depreciation and amortization) per share increased
19% to $.99 for the quarter.
Fluid Handling sales were up 17% and operating profit more than
doubled in the quarter compared to the prior year. The sales
increase was due to higher nuclear product sales, stronger demand
for both high performance and resilient seat butterfly valves, and
continued strength in the marine market at Westad. Higher pump
shipments as a result of the acquisition of Process Systems in the
fourth quarter last year and increased demand for Chempump's new
diagnostic sealless pump also contributed to the improved results.
In addition, Pacific Valves shipments were up significantly as low
margin project business carried over from 1995. The improved
operating profit was due to the revenue increase and profitable
results at Cochrane's water treatment business which operated at a
loss in the first quarter of 1995.
Aerospace sales increased 14% in the quarter due to higher shipments
to airframe manufacturers and the repair and overhaul and spares
market. Operating profit increased 28% as all three businesses
benefited from the higher sales volume and improvement in the
aftermarket/OEM sales mix. At the end of the quarter however,
aftermarket backlog was somewhat lower than last year. New orders in
the commercial air transportation market remained strong,
particularly for the Boeing 777 aircraft where Crane has its highest
dollar per ship set value.
Engineered Materials sales and operating profit were down 6% and 22%
compared to the first quarter last year. Quarterly results were
adversely impacted by a 30% drop in dry van trailer production in
the United States affecting both Kemlite and Cor Tec, and a 17%
decline in Canadian housing starts which affected Canada Plumbing.
Operating profit was down at Kemlite and Cor Tec due to reduced
shipping volume. Results at Crane Plumbing were up slightly as
improved production efficiencies more than offset the lower sales.
Resistoflex shipments were significantly ahead of last year and
profit increased 31% from 1995. Increased market penetration of
fiberglass reinforced panels in the recreational vehicle market will
create improvement in the coming quarters.
-7-
Part I - Financial Information (Cont'd)
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Three Months Ended March 31, 1996 and 1995
[CAPTION]
Results From Operations:
First Quarter of 1996 Compared to First Quarter of 1995:
Crane Controls sales and operating profit were up 2% and 20%,
compared to the first quarter 1995 and operating margins improved to
10.3%. Barksdale sales were strong due to increased air suspension
valve and transducer shipments. The benefit of the Ferguson Europe
plant consolidation, completed in 1995, are being realized as higher
margins resulted in a $.9 million improvement in profits in the
quarter. These improvements were partially offset by lower domestic
shipments of Ferguson's motion control products and Dynalco's
rotational speed sensors and control systems.
Merchandising Systems sales and operating profit were down due to
the slowdown in shipments to some national accounts, the completion
of the post office contract in 1995, and lower vending merchandiser
sales in Europe. Operating profit for NRI's electronic coin
validator business was up $1 million due to higher sales and the
continued benefits of cost reduction programs. National Vendors
continued to expand its international distribution by adding
distribution in Sweden, Holland and Spain. National Vendors is
focused on new product introduction aimed at non-traditional vending
locations and international expansion which are the key to future
growth.
Wholesale Distribution operating profit totaled $3.6 million, nearly
double the prior year level with improved results at both Huttig and
Crane Supply. Sales were down 6% overall as a 10% improvement at
Crane Supply in Canada was more than offset by lower shipments at
Huttig due to poor weather conditions and lower demand for
manufactured window sash and moulding products. Crane Supply results
were particularly strong with operating profit totaling 6% of sales
as management continued to focus on cost controls and margins. Cost
management at Huttig also contributed to improved margins.
Net interest expense in the quarter decreased $1.3 million compared
to the prior year due to decreased debt.
Miscellaneous income increased $.9 million over the prior year level
due to higher gain on sale of capital assets.
The effective tax rate decreased to 38.2% in the first quarter of
1996 compared to 39.4% in 1995.
-8-
[CAPTION]
Liquidity and Capital Resources:
During the three months of 1996 the company generated $20.8
million of cash from operating activities, compared to $11.8
million in 1995. Net debt totaled 41.7 percent of capital at
March 31, 1996. The current ratio increased to 2.1 with
working capital totaling $261.9 million in 1996 compared to
$251.4 million in 1995. The company had unused credit lines
of $418 million at March 31, 1996.
-9-
Part II - Other Information
Item 4. Submission of Matters to a vote of Security Holders
A) The Annual Meeting of shareholders was held on May 6, 1996.
B) The following three Directors were reelected to serve for three
years until the Annual Meeting of 1999.
Mr. Thayer Bigelow, Jr.
Vote for - 27,327,472
Vote withheld - 311,771
Mr. Charles J. Queenan, Jr.
Vote for - 27,135,160
Vote withheld - 504,083
Mr. Boris Yavitz
Vote for - 27,310,610
Vote withheld - 328,633
C) The shareholders approved the selection of Deloitte & Touche
LLP. as independent auditors for the company for 1996.
Vote for - 27,503,984
Vote against - 66,285
Abstained - 68,974
D) Approval of the Company's Restricted Stock Award Plan as
amended
to make an additional 500,000 shares of Common Stock available
grant.
Vote for - 25,463,126
Vote against - 1,845,722
Abstained - 330,395
Item 6. Exhibits and Reports on Form 8-K
10. Material Contracts
Compensatory Plan:
Exhibit A - Restricted Stock Award Plan as amended May
6, 1996.
11.Computation of earnings per share for the
quarters March 31, 1996 and 1995.
27.Article 5 of Regulation S-X Financial Data Schedule
for the first quarter.
-10-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CRANE CO.
REGISTRANT
Date May 15, 1996 By /s/ D.S. SMITH
D.S. SMITH
Vice President-Finance
and Chief Financial Officer
Date May 15, 1996 By /s/ M.L. RAITHEL
M.L. RAITHEL
Controller
-11-
<PAGE>
CRANE CO.
RESTRICTED STOCK AWARD PLAN
(As Amended through May 6, 1996)
Exhibit A to Form 10-Q
1. Purposes of the Plan
The Restricted Stock Award Plan (the "Plan") for key officers
and employees of Crane Co. (the "Company") is intended to attract
and retain employees of the Company and its subsidiaries who are and
will be contributing to the success of the business; to motivate and
reward outstanding employees who have made significant contributions
to the success of the Company and encourage them to continue to give
their best efforts to its future success; to provide competitive
incentive compensation opportunities; and to further opportunities
for stock ownership by such employees in order to increase their
proprietary interest in the Company and to increase their personal
interest in its continued success. Accordingly, the Company may,
from time to time, on or before May 30, 1998, grant to selected key
officers and employees ("Participants") awards of shares of Common
Stock par value $1.00, of the Company ("Common Stock") subject to
the terms and conditions hereinafter provided.
2. Administration of the Plan
This Plan shall be administered by the Organization and
Compensation Committee of the Board of Directors of the Company or
by such other Committee composed of at least three members of the
Board of Directors of the Company as may be designated by the Board
(the "Committee"); provided, however, if any member of the Committee
does not meet the qualifications for an "outside director"
established from time to time by Section 162(m) of the Internal
Revenue Code of 1986, as amended, and any proposed or future
regulations thereunder ("Section 162(m)"), the remaining members of
the Committee (but not less than two) shall administer the Plan.
The Committee is authorized to interpret the Plan and may from time
to time adopt such rules and regulations for carrying out the Plan
as it may deem appropriate. No member of the Committee shall be
eligible to participate in, and no person shall become a member of
the Committee if within one year prior thereto he or she shall have
been eligible to participate in this Plan or any other plan of the
Company or any of its affiliates (other than the 1988 Non-Employee
Director Restricted Stock Plan) entitling the participants therein
to acquire stock, stock options, stock appreciation rights or
restricted stock of the Company or any of its affiliates. Decisions
of the Committee in connection with the administration of the Plan
shall be final, conclusive and binding upon all parties, including
the Company, stockholders and employees.
The Committee may employ attorneys, consultants, accountants or
other persons and the Committee and the Company and its officers and
directors shall be entitled to rely upon the advice, opinions or
valuations of any such persons. All usual and reasonable expenses
of the Committee shall be paid by the Company. No member shall
receive compensation with respect to his services for the Committee
except as may be authorized by the Board of Directors. All actions
taken and all interpretations and determinations made by the
Committee in good faith shall be final and binding upon all
employees who have received awards, the Company and all other
interested persons. No member of the Committee shall be personally
liable for any action, determination, or interpretation taken or
made in good faith with respect to the Plan or awards made
thereunder, and all members of the Committee shall be fully
indemnified and protected by the Company in respect of any such
action, determination or interpretation.
Subject to the terms, provisions and conditions of this Plan as
set forth herein, the Committee shall have sole discretion and
authority:
(a) to select the key officers and employees to receive awards
under the Plan (it being understood that more than one award may be
granted to the same person);
(b) to determine the number of shares to be awarded each
recipient;
(c) to determine the restrictions as to period and the market
value threshold applicable to each award;
(d) to determine the time or times when awards may be granted
and any additional terms and conditions which may be placed upon
receiving such award; and
(e) to prescribe the form of agreement, legend or other
instruments evidencing any awards granted under this Plan.
With respect to any outstanding awards, the Committee shall
have sole discretion and authority to modify at any time the
restriction as to period (as well as any schedule of installments
for the lapse thereof), the market value threshold applicable
thereto, the terms and conditions placed thereon, and the form of
agreement, legend or other instrument evidencing such award provided
that no such modification shall increase the benefit under such
award beyond that which the Committee could have originally granted
at the time of the award, or shall impair the rights of any
participant under such award except in accordance with the Plan, or
any applicable agreement, or applicable law, or with consent of the
participant.
3. Stock Subject to the Plan
The aggregate number of shares of Common Stock which may be
awarded under the Plan shall not exceed 1,000,000 shares; provided,
however, effective May 6, 1996 the maximum number of shares which
may be awarded under the Plan shall be increased so that the number
of shares available for grant under the Plan on and after that date
shall be 500,000 shares. Shares to be awarded under this Plan shall
be made available, at the discretion of the Board of Directors,
either from the authorized but unissued shares of Common Stock of
the Company or from shares of Common Stock reacquired by the
Company, including shares purchased in the open market. If any
shares of Common Stock awarded under the Plan are reacquired by the
Company in accordance with Section 6(c) of the Plan, such shares
shall again become available for use under the Plan and shall be
regarded as not having been previously awarded.
4. Eligibility
Restricted stock shall be awarded only to key officers and
employees of the Company or of a subsidiary of the Company. The
term "employees" shall include officers as well as other employees
of the Company and its subsidiaries and shall include directors who
are also employees of the Company or of a subsidiary of the Company.
The maximum number of shares of restricted stock that may be awarded
under the Plan to any single individual during a single year shall
not exceed 200,000 shares.
5. Awards and Certificates
(a) The prospective recipient of an award of restricted stock
shall not, with respect to such award, be deemed to have become a
participant or to have any rights with respect to such award until
and unless such recipient shall have executed an agreement or other
instrument evidencing the award and delivered a fully executed copy
thereof to the Company and otherwise complied with the then
applicable terms and conditions.
(b) Each participant shall be issued a certificate in respect
of shares of restricted stock awarded under the Plan. Such
certificate shall be registered in the name of the participant, and
shall bear an appropriate legend referring to the terms, conditions
and restrictions applicable to such award substantially in the
following form:
"The transferability of this certificate and the shares of
stock represented hereby are subject to the terms and conditions
(including forfeiture) of the Restricted Stock Award Plan of Crane
Co. and an Agreement entered into between the registered owner and
Crane Co. Copies of such Plan and Agreement are on file in the
offices of Crane Co., 100 First Stamford Place, Stamford, CT
06902."
(c) All certificates for restricted stock delivered under this
Plan shall be subject to such stock-transfer orders and other
restrictions as the Committee may deem advisable under the rules,
regulations, and other requirements of the Securities and Exchange
Commission, any stock exchange upon which the Common Stock is then
listed and any applicable federal or state securities law, and the
Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.
(d) The Committee may adopt rules which provide that the stock
certificates evidencing such shares may be held in custody by a bank
or other institution, or that the Company may itself hold such
shares in custody until the restrictions thereon shall have lapsed
and may require, as a condition of any award, that the participant
shall have delivered a stock power endorsed in blank relating to the
stock covered by such award.
(e) Recipients of awards under this Plan are not required to
make any payment or provide consideration other than the rendering
of services.
(f) The Committee will have the discretion, as to any award,
to award a separate cash amount, payable to the participant at the
time when the forfeiture restrictions on the restricted stock lapse
or at such earlier time as a participant may elect to be taxed with
respect to such restricted stock equal to (i) the federal income tax
and golden parachute excise tax (if any) payable with respect to the
lapse of such restrictions or with respect to such election, divided
by (ii) one (1) minus the total effective federal income and excise
tax rate applicable as a result of the lapse of such restrictions or
a result of such election.
6. Restrictions and Forfeitures
The shares of Common Stock awarded pursuant to the Plan shall
be subject to the following restrictions and conditions:
(a) Subject to subparagraph (d) hereof, commencing with the
date of each award (the "Restriction Period"), the participant will
not be permitted to sell, transfer, pledge or assign restricted
stock awarded under this Plan until the expiration of the period set
by the Committee or until the Common Stock attains a threshold
market value established by the Committee at the date of the award,
whichever is earlier. Within these limits the Committee may provide
at the time of the award for the lapse of such restrictions in
installments where deemed appropriate.
(b) Except as provided in Section 6(a), the participant shall
have with respect to the restricted stock all of the rights of a
shareholder of the Company, including the right to vote the shares
and receive dividends and other distributions.
(c) Subject to the provisions of Section 6(d), unless
otherwise determined by the Committee, upon termination of
employment for any reason during the restriction period, all shares
still subject to restriction shall be forfeited by the participant
and will be reacquired by the Company.
(d) In the event of a participant's retirement, permanent
total disability, or death or in the event of a change in control,
all remaining restrictions will lapse with respect to such
participant's restricted stock. In addition, in cases of special
circumstances, the Committee may, in its sole discretion when it
finds that a waiver would be in the best interests of the Company,
waive in whole or in part any or all remaining restrictions with
respect to such participant's restricted stock. For purposes of
this Plan, the term "change in control" shall mean (i) the first
purchase of shares pursuant to a tender offer or exchange offer
(other than a tender offer or exchange offer by the Company) for all
or part of the Company's Common Stock or any securities convertible
into such Common Stock, (ii) the receipt by the Company of a
Schedule 13D or other advice indicating that a person is the
"beneficial owner" (as that term is defined in Rule 13d-3 under the
Securities Exchange Act of 1934 (the "Exchange Act") of 20% or more
of the Company's Common Stock calculated as provided in paragraph
(d) of said Rule 13d-3, (iii) the date of approval by stockholders
of the Company of an agreement providing for any consolidation or
merger of the Company in which the Company will not be the
continuing or surviving corporation or pursuant to which shares of
Common Stock of the Company would be converted into cash, securities
or other property, other than a merger of the Company in which the
holders of Common Stock of the Company immediately prior to the
merger would have the same proportion of ownership of common stock
of the surviving corporation immediately after the merger, (iv) the
date of the approval by stockholders of the Company of any sale,
lease, exchange or other transfer (in one transaction or a series of
related transactions) of all or substantially all the assets of the
Company (v) the adoption of any plan or proposal for the
liquidation (but not a partial liquidation) or dissolution of the
Company (vi) the date upon which the individuals who constitute the
Board of Directors of the Company (the "Board") as of April 25, 1988
(the "Incumbent Board") cease for any reason to constitute at least
a majority of the Board, provided that any person becoming a
director subsequent to such date who election, or nomination for
election by the Company's shareholders, was approved by a vote of at
least three-quarters of the directors comprising the Incumbent Board
(other than an election or nomination of an individual whose initial
assumption of office is in connection with an actual or threatened
election contest relating to the election of the Directors of the
Company, as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) shall, for purposes of this
Plan, be considered as though such person were a member of the
Incumbent Board.
(e) Notwithstanding the other provisions of this Section 6,
the Committee may adopt rules which would permit a gift by a
participant of restricted stock to a spouse, child, stepchild,
grandchild or legal dependent or to a trust whose beneficiary or
beneficiaries shall be either such a person or persons or the
participant.
(f) Any attempt to dispose of restricted stock in a manner
contrary to the restrictions shall be ineffective.
(g) Nothing in this Section 6 shall preclude a participant
from exchanging any restricted stock for any other shares of Crane
Common Stock that are similarly restricted.
7. Termination and Amendment
The Board of Directors may amend, suspend or terminate the Plan
at any time, provided that no such modification without the approval
of shareholders shall:
(a) materially increase the benefits accruing to participants
under the Plan or materially increase the maximum number of shares
of Common Stock which are available for awards under the Plan;
(b) extend the period during which awards may be granted under
the Plan beyond May 30, 1998; or
(c) impair the rights of any participant under any then
outstanding award, except in accordance with the Plan or any
applicable agreement or applicable law or with consent of the
participant; or otherwise materially change the requirements for
eligibility under the Plan, except that any such increase or
modification that results from adjustments authorized by Section
8(a) does not require such approval.
8. Miscellaneous
(a) In the event that the number of outstanding shares of
Common Stock of the Company shall be changed by reason of split-ups
or combinations of shares or recapitalizations or by reason of stock
splits, distributions or dividends, the number of shares for which
awards of restricted stock may be granted under this Plan shall be
appropriately adjusted as determined by the Board of Directors so as
to reflect such change.
(b) No employee or other person shall have any claim or right
to be granted shares of restricted stock under the Plan, and neither
the Plan nor any action taken thereunder shall be construed as
giving any participant, recipient, employee or other person any
right to be retained in the employ of the Company.
(c) Income realized as a result of an award of restricted
stock shall not be included in the participant's earnings for the
purpose of any benefit plan in which the participant may be enrolled
or for which the participant may become eligible unless otherwise
specifically provided for in such plan.
(d) The Company shall have the right to require the
participant to pay to the Company the cash amount of any taxes which
the Company is required to withhold provided that anything contained
herein to the contrary notwithstanding, the committee may accept
stock received in connection with the award being taxed or otherwise
previously acquired in satisfaction of withholding requirements.
(e) Each award of restricted stock shall be evidenced by a
written agreement, executed by the employee and the Company,
containing such restrictions, terms and conditions as the Committee
may require.
9. Term of Plan
This Plan shall be submitted to the shareholders of the Company
at the Annual Meeting in 1988 and, if approved by the shareholders,
shall become effective April 25, 1988. No shares shall be awarded
under the Plan after May 30, 1998.
<TABLE>
Crane Co. and Subsidiaries
Exhibit B to Form 10-Q
Computation of Net Income per Common Share
Three Months Ended March 31, 1996 and 1995
(In Thousands, Except Per Share Amounts)
<CAPTION>
Three Months Ended
March 31,
1996 1995
<S> <C> <C>
Primary Net Income Per Share:
Net income available
to shareholders $18,208 $13,275
Average primary shares outstanding 30,520 30,273
Net Income $ .60 $ .44
Fully Diluted - Income Per Share:
Net income $18,208 $13,275
Add back interest, net of tax,
assuming the conversion of
debentures - -
Net income available to
shareholders, assuming the
conversion of debentures $18,208 $13,275
Average primary shares outstanding 30,520 30,273
Add
Adjustment for further dilutive
effect of stock options (ending
market price higher than average
market price used in primary
shares calculation) - 23
Shares reserved for conversion
of debentures - -
Average fully diluted shares
outstanding 30,520 30,296
Net income $ .60 $ .44
</TABLE>
-12-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER>1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> Mar-31-1996
<CASH> 4,748
<SECURITIES> 0
<RECEIVABLES> 250,001
<ALLOWANCES> 0
<INVENTORY> 247,925
<CURRENT-ASSETS> 510,007
<PP&E> 513,772
<DEPRECIATION> 273,652
<TOTAL-ASSETS> 1,004,722
<CURRENT-LIABILITIES> 248,081
<BONDS> 0
<COMMON> 30,204
0
0
<OTHER-SE> 359,195
<TOTAL-LIABILITY-AND-EQUITY> 1,004,722
<SALES> 436,463
<TOTAL-REVENUES> 436,463
<CGS> 319,982
<TOTAL-COSTS> 402,490
<OTHER-EXPENSES> 836
<LOSS-PROVISION> 1,075
<INTEREST-EXPENSE> 5,329
<INCOME-PRETAX> 29,480
<INCOME-TAX> 11,272
<INCOME-CONTINUING> 18,208
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 18,208
<EPS-PRIMARY> .60
<EPS-DILUTED> .60
</TABLE>
