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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1997 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 offices) (Zip Code)
Registrant's telephone number, including area code: (203) 363-7300
Securities registered pursuant to section 12(b) of the act:
Title of each class (Name of each exchange on which registered)
Common Stock, $1.00 Par Value New York Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act.
7 1/4% Senior Notes Due June 1999
8 1/2 Senior Notes Due March 2004
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 __
Based on the average stock price of $43.31 on January 30, 1998, the
aggregate market value of the voting stock held by non-affiliates of the
registrant as of June 23, 1997 was approximately $1,614,147,251. The number of
shares of Common Stock outstanding on January 30, 1998 was 45,556,820 shares.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in the definitive proxy statement incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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<PAGE>
This Amendment to the Annual Report on Form 10-K of Crane Co. (the
"Company") filed March 27, 1998 (the "Form 10-K") relates solely to the
information contained in Items 10 through 13 of Part III of the Form 10-K and
provides certain information included in the Company's proxy statement dated
March 6, 1998. The Form 10-K is hereby amended as follows:
Items 10 through 13 of Part III of the Form 10-K are restated in their entirety
as set forth below:
PART III
ITEM 10--DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The Board of Directors of the Company consists of nine members
divided into three classes. At the meeting three directors are to be elected to
hold office for three year terms until the Annual Meeting in 2001 and until
their successors are elected and qualified. The enclosed proxy will be voted for
election of the three directors of such class named in the following table,
whose election has been proposed and recommended by the Board of Directors. If
any nominee shall, prior to the meeting, become unavailable for election as a
director, the persons named in the accompanying form of proxy will vote for such
nominee, if any, as may be recommended by the Board of Directors, or the Board
of Directors may reduce the number of directors to eliminate the vacancy.
The age, position with the Company, period of service as a director
of the Company, business experience during the past five years, directorships in
other companies and shareholdings in the Company as of February 27, 1998 for
each of the nominees for election and for each of those directors whose term
will continue are set forth below:
NAME AGE POSITION AND COMMON SHARES BENEFICIALLY
OWNED(1)
DIRECTORS WHOSE TERMS WILL EXPIRE IN 2001
Richard S. Forte 53 10,750 shares. Director since 1983.
President, Dawson Forte Cashmere
Company, South Natick, MA (importer)
since January 1997. Chairman since
January 1997 and, prior thereto,
President, Forte Cashmere Company, Inc.
(importer and manufacturer). Other
directorships: Medusa Corporation.
Jean Gaulin 55 3,345 shares. Director since 1996. Vice
Chairman, President and Chief Operating
Officer, Ultramar Diamond Shamrock
Corporation, San Antonio, TX (petroleum
refining and marketing) since 1996;
Chairman and Chief Executive Officer,
Ultramar Corporation, Greenwich, CT
(petroleum refining and marketing) 1992
to 1996. Other directorships: Medusa
Corporation, Quebec Telephone, Ultramar
Diamond Shamrock Corporation.
James L. L. Tullis 50 0 shares. Nominee for Director. Chairman
and Chief Executive Officer,
Tullis-Dickerson & Co., Inc., Greenwich,
CT (venture capital investments in the
health care industry) since 1986. Other
directorships: Acme United Corporation
and Physician Sales & Service, Inc.
DIRECTORS WHOSE TERMS WILL EXPIRE IN 1999
E. Thayer Bigelow, Jr. 56 15,667 shares. Director since 1984.
Chief Executive Officer, Court TV, New
York, NY, an affiliate of Time Warner
Entertainment LP (cable television
program services) since March 1, 1997.
President and Chief Executive Officer,
Time Warner Cable Programming Inc.,
Stamford, CT, a subsidiary of Time
Warner Entertainment LP (cable
television program services), 1991 to
1997. Other directorships: Lord Abbett &
Co. Mutual Funds, Medusa Corporation.
Charles J. Queenan, Jr. 67 11,825 shares. Director since 1986.
Senior Counsel since 1995 and prior
thereto, Partner, Kirkpatrick & Lockhart
LLP, Pittsburgh, PA (attorneys at law).
Other directorships: Allegheny Teledyne
Incorporated, Medusa Corporation.
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Boris Yavitz 74 7,138 shares. Director since 1987.
Principal, Lear, Yavitz & Associates
LLC, New York, NY (governance
consultants); Paul Garrett Professor
Emeritus of Public Policy and Business
Responsibility, Dean Emeritus, Columbia
University Graduate School of Business,
New York, NY since 1993; Director & Vice
Chairman, The Institute for the Future.
Other directorships: Israel Discount
Bank of New York, Medusa Corporation.
DIRECTORS WHOSE TERMS WILL EXPIRE IN 2000
R.S. Evans 53 2,025,386 shares. Director since 1979.
Chairman and Chief Executive Officer of
the Company. Chairman and Chief
Executive Officer of Medusa Corporation.
Other directorships: Fansteel, Inc., HBD
Industries, Inc., Medusa Corporation.
Dorsey R. Gardner 55 4,560 shares. Director from 1982 to 1986
and since 1989. President, Kelso
Management Company, Inc., Boston, MA
(investment management) Other
directorships: Filene's Basement Corp.,
Medicus Systems Corp., Medusa
Corporation.
Dwright C. Minton 63 27,015 shares. Director since 1983.
Chairman of the Board, Church & Dwight
Co., Inc., Princeton, NJ (manufacturer
of consumer and specialty products).
Other directorships: Church & Dwight
Co., Inc., Medusa Corporation.
(1) As determined in accordance with Rule 13d-3 under the Securities Exchange
Act of 1934, as amended. No director except for Mr. R.S. Evans owns more than 1%
of the outstanding Common Stock of the Company. See "Beneficial Ownership of
Common Stock by Directors and Management."
The Board of Directors met 11 times during 1997. All directors attended
75% or more of the Board and Committee meetings which they were scheduled to
attend.
The Board of Directors has an Executive Committee, Audit Committee and
Organization and Compensation Committee. The Company does not have a standing
nominating committee. The Executive Committee, which meets when a quorum of the
full Board of Directors cannot be readily obtained, did not meet in 1997. The
Audit Committee met three times in 1997 with the Company's management, internal
auditors and independent auditors to review matters relating to the quality of
financial reporting and internal accounting controls and the nature, extend and
results of their audits, and otherwise maintained communications between the
auditors of the Company and the Board of Directors. The duties of the
Organization and Compensation Committee include review and approval of the
compensation of officers and business unit presidents, annual review of director
compensation, administration of the EVA Incentive Compensation plan, Stock
Option Plan and Restricted Stock Award Plan and review and approval of
significant changes or additions to the compensation policies and practices of
the Company. The Organization and Compensation Committee met two times in 1997.
The memberships of committees during 1997 were as follows: Executive
Committee: E. T. Bigelow, Jr., R. S. Evans, D. C. Minton an B. Yavitz; Audit
Committee: E. T. Bigelow, Jr., R. S. Forte, D. R. Gardner and D. J. Queenan, Jr.
(Chairman); Organization and Compensation Committee: D. R. Gardner, J. Gaulin,
D. C. Minton and B. Yavitz (Chairman).
Compensation of Directors. The Company's standard retainer payable to each
non-employee director is $25,000 per annum. Pursuant to the Non-Employee
Director Restricted Stock Plan, non-employee directors receive, in lieu of cash,
shares of Common Stock of the Company (rounded to the nearest ten shares) with a
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market value equal to the portion of the standard annual retainer which exceeds
$15,000. All directors who are not full-time employees of the Company, of which
there are eight, participate in the plan. The shares are issued each year after
the Company's annual meeting, are forfeitable if the director ceases to remain a
director until the Company's next annual meeting, except in the case of death,
disability or change in control, and may not be sold for a period of five years
or such earlier date as the director leaves the Board. In April 1997 each
non-employee director received 300 restricted shares of Common Stock pursuant to
the plan. The Non-Employee Director Restricted Stock Plan expires on May 30,
1998. The 1998 Non-Employee Director Restricted Stock Plan was approved by
shareholders at the Annual Meeting held April 20, 1998.
Directors also receive $500 for each Board meeting attended. Non-employee
members of the Executive Committee receive an annual retainer of $2,000. Members
of other committees receive $500 and chairmen receive $750 for each committee
meeting attended.
The Crane Co. Retirement Plan for Non-Employee Directors provides for a
benefit upon retirement at or after age 65 equal to the participant's annual
retainer in effect at the time service terminates, payable for a period of time
equal to the number of years the participant has served on the Board and not as
an employee. After two years of service, participants are 50% vested in benefits
payable, and after each full year of service thereafter, participants are vested
in an additional 10%. In the event of death, disability or change in control,
participants are automatically 100% vested and, in the case of a change in
control, a minimum of seven years of retirement benefits is payable.
Additionally, a participant leaving the Board after a change in control would be
entitled to receive, in lieu of installment payments, a lump sum cash payment
such that the participant will retain, after all applicable taxes, the actuarial
equivalent of the benefits payable under the plan. A former director may receive
his benefits prior to age 65 on an actuarially reduced basis. The plan is
unfunded and benefits thereunder are payable from the Company's general assets,
either in the form of a joint and survivor annuity or, if the director so elects
upon reaching age 55, in the form of a survivor annuity should the director die
while in service.
Information with respect to Executive Officers of the Company is
incorporated by reference to Part I of the Form 10-K, pursuant to Instruction 3,
paragraph (b) of Item 401 of Regulation S-K under the Securities Act of 1933, as
amended.
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ITEM 11--EXECUTIVE COMPENSATION
A. SUMMARY COMPENSATION TABLE
The following table sets forth the compensation for the Company's Chief
Executive Officer and each of the four most highly paid executive officers for
each of the last three completed fiscal years.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
- ----------------------- -------- ---------- ----------------------------------------------------- ------------- ----------
OTHER RESTRICTED SECURITIES ALL(4)
ANNUAL STOCK UNDERLYING LTIP (3) OTHER
NAME AND SALARY BONUS(1) COMPENSATION AWARDS(2) OPTIONS/SARS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
- ----------------------- -------- ---------- ----------- ------------ ----------- ----------- ---------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
R.S. Evans 1997 640,000 870,683 207,176 448,077 60,000 2,612,558 4,536
Chairman and Chief 1996 640,000 660,392 194,399 757,254 45,000 1,530,258 8,782
Executive Officer 1995 610,000 526,256 153,450 3,678,192 45,000 0 7,644
- ----------------------- -------- ---------- ------------ ------------ ------------- ------------ ------------- ------------
L. H. Clark 1997 400,000 417,668 65,377 58,958 35,000 565,155 7,687
President and Chief 1996 375,000 324,243 54,614 45,518 37,500 203,722 7,687
Operating Officer 1995 273,391 261,289 26,609 17,220 67,500 0 6,115
- ----------------------- -------- ---------- ------------ ------------ ------------- ------------ ------------- ------------
D.S. Smith 1997 262,500 300,022 44,486 13,476 25,000 767,258 5,476
Vice President-- 1996 255,000 224,462 40,090 12,414 22,500 404,721 5,177
Finance & Chief 1995 240,000 179,353 31,077 6,888 30,000 0 4,927
Financial Officer
- ----------------------- -------- ---------- ------------ ------------ ------------- ------------ ------------- ------------
M.L. Raithel 1997 170,800 221,379 19,835 5,054 17,000 544,714 1,329
Controller 1996 165,000 170,345 19,863 16,552 15,000 228,866 5,435
1995 157,000 142,281 18,094 61,992 22,500 0 5,105
- ----------------------- -------- ---------- ------------ ------------ ------------- ------------ ------------- ------------
A.I. duPont 1997 190,000 144,728 13,256 5,054 20,000 0 5,595
Vice President, 1996 180,000 104,699 25,700 4,138 22,500 0 765
General Counsel 1995 -- -- -- -- -- --
and Secretary
- ----------------------- -------- ---------- ------------ ------------ ------------- ------------ ------------- ------------
</TABLE>
(1) Represents the amounts paid to the named executives under the
Company's EVA Incentive Compensation Plan for Executive Officers (see
"Report on Compensation by the Organization and Compensation
Committee"). After giving effect to such payments, the named
executives have credited to their accounts under such plan the
following amounts, which are subject to increase or decrease in
future years: R.S. Evans $1,741,366; L.H. Clark $835,336; D.S. Smith
$600,044; M.L. Raithel $442,758; A.I. duPont $289,456. Under the
program one-third of the account balance in any year will be payable
to the named executive.
(2) Amounts shown are the fair market value at date of grant of shares of
restricted stock awarded to the named executive officers to provide
retirement benefits that would have been earned by them under the
Company's qualified pension plan but for the application of certain
limits imposed by the Internal Revenue Code (see "Report on Executive
Compensation by the Organization and Compensation Committee of the
Company"). Such shares will vest after 10 years of service or upon
age 65, unless the restrictions are waived by the Committee upon
early retirement.
(3) Shares of restricted stock issued under the Company's Restricted
Stock Award Plan are generally subject to performance-based
conditions on vesting and are classified as long-term incentive
awards reportable upon grant in Section D. Long-Term Incentive Awards
In Last Fiscal Year and in the column LTIP Payouts of the Summary
Compensation Table upon vesting. Amounts shown in the column LTIP
Payouts include a gross-up for taxes payable in respect of the
compensation earned upon vesting of the restricted stock award that
vested in 1996 and one of the two awards of restricted stock that
vested during 1997. The shares of Common Stock under the Restricted
Stock Award Plan held by each of the named executive officers and the
aggregate value thereof at December 31, 1997 were as follows:
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<TABLE>
<CAPTION>
RESTRICTED STOCK AWARD PLAN
------------------------------------------------------
RESTRICTED STOCK HELD LTIP AGGREGATE
# OF SHARES # OF SHARES RESTRICTED SHARES HELD AGGREGATE VALUE
<S> <C> <C> <C> <C>
R.S. Evans 200,950 211,772 412,722 $17,901,817
L.H. Clark 4,150 123,031 127,181 5,516,476
D.S. Smith 1,150 83,490 84,640 3,671,260
M.L. Rathel 3,450 33,615 37,065 1,607,694
A.I. duPont 300 30,000 30,300 1,314,263
</TABLE>
The shares listed in the first column under the heading "Restricted
Stock Held" are awarded to provide certain retirement benefits as described
under note (2) above. The shares of restricted stock which are
performance-based, listed under the heading "LTIP", may lapse upon failure to
achieve the performance criteria, and so the value presented above for such
shares remains at-risk to the executive. Dividends are paid on all restricted
stock at the same rate as other shares of Common Stock and are reported in the
column Other Annual Compensation of the Summary Compensation Table. The amount
shown in such column for Mr. duPont in 1996 also includes a $20,000 bonus paid
upon commencement of employment.
(4) Amounts include the Company's matching contribution for eligible
employees for the purchase of Common Stock in the Company's Saving &
Investment Plan (401(k)) and premiums for life insurance.
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B. OPTION GRANTS IN LAST FISCAL YEAR
The following table shows all individual grants of stock options to
the named executive officers of the Company during the fiscal year ended
December 31, 1997.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES % OF TOTAL OPTIONS/SARS
UNDERLYING GRANTED TO EMPLOYEES IN EXERCISE OR BASE GRANT DATE PRESENT
OPTIONS/SARS GRANTED FISCAL YEAR PRICE $/(SH) VALUE ($)
NAME (1) (1) (2) EXPIRATION DATE (3)
- ------------------------------ ------------------------ ------------------- --------------- -------------------
<S> <C> <C> <C> <C> <C> <C>
R.S. Evans 60,000 11.21% 33.69 4/21/2007 619,800
L.H. Clark 35,000 6.54% 33.69 4/21/2007 361,550
D.S. Smith 25,000 4.67% 33.69 4/21/2007 258,250
M.L. Raithel 17,000 3.18% 33.69 4/21/2007 175,610
A.I. duPont 20,000 3.74% 33.69 4/21/2007 206,600
</TABLE>
(1) No SARs were granted.
(2) The exercise price of options granted under the Company's Stock
Option Plan were and may not be less than 100% of the fair market
value of the shares on the date of grant. Options granted become
exercisable 50% one year, 75% two years and 100% three years after
grant and expire, unless exercised, 10 years after grant. If
employment terminates, the optionee generally may exercise the option
only to the extent it could have been exercised on the date his
employment terminated and must be exercised within three months
thereof. In the event employment terminates by reason of retirement,
permanent disability or change in control, options become fully
exercisable. The exercise price may be paid by delivery of shares
owned for more than six months and income tax obligations related to
exercise may be satisfied by surrender of shares received upon
exercise, subject to certain conditions.
(3) The amounts shown were calculated using a Black-Scholes option
pricing model which derives a value of $10.33 per share for each
option granted. The estimated values assume a risk-free rate of
return of 6.76% based upon the 10-year Treasury (adjusted for
constant maturities) from the Federal Reserve Statistical Release
H.15(519), stock price volatility of 24.98%, a dividend payout ratio
of 1.48% and an option duration of 5.1 years. The actual value, if
any, that an executive may realize will depend upon the excess of the
stock price over the exercise price on the date the option is
exercised, and so the value realized by an executive may be more or
less than the value estimated by the Black-Scholes model.
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C. AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNDERLYING IN-THE-MONEY OPTIONS/SARS(1)
UNEXERCISED OPTIONS/SARS AT FISCAL
(1) AT FISCAL YEAR-END (#) YEAR-END ($)(2)
SHARES ---------------------------- ---------------------------
NAME ACQUIRED ON EXERCISE (#) VALUE REALIZED ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ----------------------------------------- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
R.S. Evans 67,5000 1,823,850 393,750/93,750 9,850,688/1,154,213
L.H. Clark 0 0 124,875/70,625 2,755,515/977,650
D.S. Smith 26,250 460,106 89,250/43,750 2,044,796/567,350
M.L. Raithel 36,000 840,690 64,875/30,125 1,491,278/394,101
A.I. duPont 0 0 11,250/31,250 176,175/367,375
</TABLE>
(1) No SARs were held at December 31, 1997.
(2) Computed based upon the difference between aggregate fair market value
at December 31, 1997 and aggregate exercise price.
D. LONG-TERM INCENTIVE AWARDS IN LAST FISCAL YEAR
The following table shows long-term incentive awards to the named
executive officers during the fiscal year ended December 31, 1997.
NUMBER OF SHARES PERFORMANCE OR OTHER PERIOD UNTIL
UNITS OR OTHER RIGHTS (#) MATURATION OR PAYOUT
---------------------------- ------------------------------------
R.S. Evans 50,000 5% to 50% 10/21/99
5% to 100% 4/21/2002
L.H. Clark 25,000 5% to 50% 10/21/99
5% to 100% 4/21/2002
D.S. Smith 20,000 5% to 50% 10/21/99
5% to 100% 4/21/2002
M.L. Raithel 8,000 5% to 50% 10/21/99
5% to 100% 4/21/2002
A.I. duPont 15,000 5% to 50% 10/21/99
5% to 100% 4/21/2002
All long-term incentive awards ("LTIP shares") were made under the
Company's Restricted Stock Award Plan. During the restriction period the LTIP
shares are subject to forfeiture and may not be sold, transferred, assigned or
pledged ("the restrictions"). The restrictions on the LTIP shares will
automatically lapse in accordance with the following criteria:
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<PAGE>
1) If on October 21, 1999 the price of the Company's
Common Stock on such date exceeds $33.69,
adjusted for stock splits and similar
transactions (the "Stock Price Test") and the
total return on the Company's Common Stock (based
on stock price appreciation with dividends
reinvested in Common Stock) since April 21, 1997
exceeds the S&P 500 total return, then the
restrictions will lapse on five percent of the
LTIP shares for each one percent by which the
Crane total return exceeds the S&P 500 total
return, up to 50 percent of the LTIP shares;
2) If on April 21, 2002 the Stock Price Test is met
and the total return on the Company's Common
Stock (based on stock price appreciation with
dividends reinvested in Common Stock) since
October 21, 1999 exceeds the S&P 500 total
return, then the restrictions will lapse on five
percent of the LTIP shares for each one percent
by which the Crane total return exceeds the S&P
500 total return, up to 50 percent of the LTIP
shares;
3) If any portion thereof remains unvested by reason
of the failure to satisfy sections 1 and 2 above
and on April 21, 2002 the Stock Price Test is met
and the total return on the Company's Common
Stock (based on stock price appreciation with
dividends reinvested in Company Common Stock)
since April 21, 1997 exceeds the S&P 500 total
return, then the restrictions will lapse on 10
percent of the LTIP shares for each one percent
by which the Crane total return exceeds the S&P
500 total return, up to 100 percent of the LTIP
shares; and
4) Restrictions lapse on death, permanent
disability, normal retirement age or a change in
control.
On April 21, 1997 the average price of the Company's Common Stock was
$33.69. However, except in the case of death, permanent disability, normal
retirement or a change in control, recipients will realize value (other than
dividends) only if the objectives stated above are achieved. Thus there is no
assurance that any of the LTIP shares awarded will have value to the recipients.
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<PAGE>
E. PERFORMANCE GRAPH
The following performance graph compares the total return to
shareholders of an investment of $100 in each of Crane Co. Common Stock, the S&P
500 Index and the Dow Jones Industrial-Diversified Index in which the Company is
included as one of 18 companies from December 31, 1992 to December 31, 1997.
"Total Return" means the increase in value of an investment in a security over a
given period assuming reinvestment in that security of all dividends received
thereon during the period.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG CRANE CO., S&P 500 AND DOW JONES INDUSTRIAL-DIVERSIFIED INDEX(1)
FISCAL YEAR ENDING DECEMBER 31,
<TABLE>
<CAPTION>
- ------------------ ---------- ----------- ---------- --------- ---------- --------- -------
1992 1993 1994 1995 1996 1997
- ------------------ ---------- ----------- ---------- --------- ---------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Crane Co. ($) 100 108 120 169 203 307
- ------------------ ---------- ----------- ---------- --------- ---------- --------- -------
S&P 500 ($) 100 110 112 153 189 252
- ------------------ ---------- ----------- ---------- --------- ---------- --------- -------
DJ Industrial-
Diversified($) ($) 100 122 112 147 190 249
- ------------------ ---------- ----------- ---------- --------- ---------- --------- -------
</TABLE>
(1) Peer companies in the Dow Jones Industrial-Diversified Index are:
Aeroquip-Vickers, Allied-Signal, Cooper Industries, Danaher Corp.,
Dexter Corp., Dover Corp., FMC Corp., Harsco Corp., Illinois Tool
Works, Ingersoll-Rand Co., National Service Industries, Parker
Hannifin Corp.,PPG Industries, Raychem Corp., Stanley Works, Tenneco
Inc. and Tyco International.
10
<PAGE>
REPORT ON EXECUTIVE COMPENSATION
BY THE ORGANIZATION AND COMPENSATION
COMMITTEE OF THE COMPANY
In 1997 the Organization and Compensation Committee of the Board of
Directors of the Company (the "Committee") continued to review and, where
appropriate, adjust its previously established three-pronged approach to
executive officer and key employee compensation: competitive base salaries;
short and medium-term cash incentive compensation linked to measurable increases
in shareholder value; and long-term incentive compensation utilizing awards of
restricted Common Stock and stock options the value of which is keyed to
increases in shareholder returns (primarily increases in the price of the
Company's Common Stock). The Committee has established targets for ownership of
Company Common Stock to encourage executive officers and key employees to hold a
significant portion of their net worth in the Company's Common Stock so that the
future price of the Company's Common Stock will constitute a key element in
their financial planning and ultimately in their net worth. In addition, the
Committee continued a program using shares of restricted stock to offset
significant limitations in pension benefits imposed upon certain executive
officers and key employees by federal tax policies while concurrently preserving
the incentive linkage between improved share performance and the recipient's
ultimate return.
A. BASE SALARIES. While the Committee believes the Company's base
salaries remain sufficiently competitive to attract and retain qualified
executive officers and key managers, the Committee continued to shift its
compensation emphasis from base salary and bonus based on a percentage thereof
to incentive compensation, the amount of and eligibility for which are based on
measurable increases in shareholder value and improved stock performance as
discussed below. Increases in base salaries of executive officers averaged less
than 5% during 1997.
B. SHORT AND MEDIUM-TERM INCENTIVE COMPENSATION--FOCUSED ON ECONOMIC
VALUE ADDED. The Company's annual incentive compensation program utilizes the
principles of economic value added ("EVA") with a three year rolling horizon.
EVA* is defined as the difference between the return on total capital invested
in the business and the cost of capital, multiplied by total capital employed.
The Committee believes that, compared to such common performance measures as
return on capital, return on equity, growth in earnings per share and growth in
cash flow, EVA has the highest correlation with the creation of value for
shareholders over the long term.
The program does not involve the meeting of pre-established goals, as
such. Rather, the increase or decrease in EVA for a business unit during the
year, both absolutely and compared to the prior year, is the sole basis for any
incentive compensation award, thereby motivating managers to focus on continuous
value improvement. Awards are generally uncapped to provide maximum incentive to
create value and, because awards may be positive or negative, executives can
incur penalties when value is reduced.
While particular EVA formulas are tailored to the size and unique
characteristics of the business unit or units for which a specific executive is
responsible, the key elements of the EVA formula applicable to any individual
are the cost of capital (generally the cost of capital to the Company), the
return on capital, the amount of capital employed in the business unit, the net
operating profit of the unit after tax and the prior year's EVA. Thus, the EVA
formula requires the executive to focus on improvement in the unit's balance
sheet as well as the income statement. Awards are calculated on the basis of
year end results, and award formulas utilize both a percentage of the change in
EVA of a business unit from the prior year, whether positive or negative, and a
percentage of the positive EVA, if any, in the current year. EVA awards are
calculated for the Company as a whole for the corporate executives or where
appropriate for the business unit for which the executive is responsible.
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<PAGE>
Executives receive a percentage of the measured entity's award. For executives
responsible for more than one business unit, the formula is based on a
percentage of the aggregate EVA, positive or negative, of the units reporting to
the executive.
- ----------
* EVA is a registered trademark of Stern, Stewart &
Co.
After the EVA award, whether positive or negative, for a particular
year has been determined, it is credited to the executive's "bank account." If
the executive's account is a positive number, one-third of the account balance
is paid to the executive in cash annually. The remainder of the account balance
represents that individual's "equity" in the account for future years. If an EVA
award is negative, the amount will be deducted from the balance in the account.
If the account balance is negative, the executive will receive no incentive
compensation payments until the aggregate of subsequent EVA awards results in a
positive account balance. Each year, the Company adds interest to a positive
balance or charges interest on a negative balance at an appropriate money market
rate. The account is subject to forfeiture in the event an executive leaves the
Company by reason of termination or resignation. The bank account concept with
the three year payout at risk gives the incentive compensation program a longer
term perspective and provides participants with ownership incentives as the
account balances build or decline. Although the program is formula driven, the
Committee retains discretion to review and adjust its impact on business units
and individuals for reasonableness and to preserve its incentivizing objectives,
except that the EVA award percentages of the individuals named in the Summary
Compensation Table are capped by the Committee at the beginning of the year.
C. LONG-TERM INCENTIVE COMPENSATION--FOCUSED ON SHAREHOLDER RETURN. The
Company has used its existing Stock Option Plan and Restricted Stock Award Plan
as the foundation for a long-term stock-based incentive compensation program
focused on shareholder return. The Committee believes that executive officers
approach their responsibilities more and more like owners of the Company as
their holdings of and potential to own Company Common Stock increase. This
philosophy starts with the Board of Directors, whose non-employee members
receive 40% of their annual retainer in Company Common Stock. To date, 9.4% of
the Company's Common Stock is beneficially owned by directors, management and
key employees, with the Chairman and Chief Executive Officer owning 4.4% and the
other executive officers owning 2.4%. (See "Beneficial Ownership of Common Stock
by Directors and Management.") The Committee has established targets for
ownership of Company Common Stock by executive officers and key employees
(expressed as a multiple of their base salary, ranging from a multiple of one
for salaries up to $125,000 to a multiple of five for salaries above $500,000).
The Committee also continued to discourage sales of stock acquired by such
individuals through the vesting of restricted stock grants and option exercises.
(i) The Stock Option Plan. The Stock Option Plan is administered by the
Committee, which is authorized to grant options to key employees of the Company
or any majority-owned subsidiary of the Company. Options granted become
exercisable 50% one year after the grant date, 75% two years after the grant
date and 100% three years after the grant date and the option price must not be
less than 100% of the average fair market value on the date of grant. Options
expire, unless exercised, 10 years after grant. Because the Company's Stock
Option Plan requires that options be granted at no less than fair market value,
a gain can only result if the Company's share price increases from the date of
grant. This incentive program is, therefore, directly tied to increases in
shareholder value. In 1997, the Committee granted 535,075 stock options to the
officers and key employees of the Company. The Board of Directors has proposed a
new 1998 Stock Option Plan, which the shareholders approved at the Annual
Meeting held April 20, 1998.
(ii) Restricted Stock Award Plan. Under the Restricted Stock Award
Plan, restricted shares of the Company's Common Stock may be awarded to selected
key officers and employees. The Committee administers the Plan and has the
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authority to select participants to determine the amount and timing of awards,
restriction periods, market value thresholds and any terms and conditions
applicable to grants. Since 1990 the Committee has established various
performance goals for the lapse of restrictions on stock awarded under the Plan
involving the achievement over 2.5 and 5 year intervals of returns for the
Company's shareholders (Common Stock price appreciation plus dividends) equal to
or better than certain performance benchmarks, e.g. 125% of the shareholder
return of the S&P 500, 150% of such return or 17.5% compounded annually. Each
award has also required that the price of the Company's Common Stock must be
higher than the price on the date of grant, or the restrictions will not lapse.
If the conditions are not met, the restricted stock awards are forfeited after
five years, subject to the discretion of the Committee to adjust the terms of
such awards. In 1997, no shares of restricted stock were forfeited because of
failure to meet specified performance goals. In 1997, the Committee awarded
192,500 shares of performance-based restricted stock to officers and employees
of the Company with the condition for lapse of restrictions (first used in 1995)
on a sliding scale approach from 101% to 110% of the S&P 500 return. (See "Long
Term Incentive Awards in Last Fiscal Year" for a description of the 1997
performance goals".) The Board of Directors has proposed to renew the Restricted
Stock Award Plan, which was approved by the shareholders at the Annual Meeting
held April 20, 1998.
In 1995, the Committee adopted a program to make up the shortfall in
executive officer and key employee pension benefits imposed by certain federal
tax policies which limit the amount of compensation that can be considered for
determining benefits under tax-qualified plans. Under this program, the
Committee will grant to certain executive officers and key employees who have
been impacted by such tax limitations amounts of restricted stock with a market
value at the date of grant approximately equivalent to the present value of that
portion of the Company's retirement benefit at normal retirement (age 65) or, in
the case of the Chairman and Chief Executive Officer, at age 55 with 15 years of
service in that capacity, lost by reason of the tax limitations. The Committee
is of the view that the grants provide the potential to offset the tax
limitations on the executive's future pension benefits, but require the
recipient to look to future increases in shareholder value if that objective is
to be actually achieved. On the basis of that approach, the Committee awarded
the amounts of restricted stock set forth in the Summary Compensation Table, the
restrictions on which will lapse after 10 years of service or upon reaching age
65, whichever is earlier, with the understanding that the Committee can waive
the conditions for the lapse of restrictions in the event of a request for early
retirement.
D. COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER. The Committee is of
the view that the Chief Executive Officer compensation package should emphasize
incentives closely linked to shareholder return through significant grants of
stock options and performance-based restricted stock. After considering the
strong performance of the Chief Executive Officer in 1997, the Committee
determined to increase the base salary of the Chief Executive Officer to
$670,000, a level which, in the judgment of the Committee, is appropriate for
the chief executive officer of a corporation of the size and complexity of the
Company in its industrial category. Further compensation to the Chief Executive
Officer can only result from improvements in corporate performance and
shareholder returns. The Chief Executive Officer's 1997 incentive compensation
award of $1,212,017 under the EVA Incentive Compensation Plan for Executive
Officers was calculated on the basis of the increase in the Company's EVA in
1997 plus a pre-established percentage of that EVA and credited to his "account"
as provided for in the EVA Plan. The actual amount paid to the Chief Executive
Officer for 1997 from his account was $870,683. The balance in the account is
subject to increase or decrease depending upon EVA in subsequent years. The
Chief Executive Officer was awarded 50,000 shares of performance-based
restricted stock under the Restricted Stock Award Plan and 60,000 options under
the Stock Option Plan which in the Committee's judgment will provide the
appropriate incentive to a chief executive officer of a company the size and
breadth of Crane Co. In 1997, restrictions lapsed on 30,000 shares of restricted
stock at the five year interval of the Chief Executive Officer's 1992 grant
(100%) and on 13,272 shares of restricted stock at the 2.5 year interval of his
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<PAGE>
1995 grant (34%). If the established performance goals for the 1997 grant are
not met (see "Long Term Incentive Awards in Past Fiscal Year" above), those
shares of restricted stock will be forfeited at the end of five years. The Chief
Executive Officer was also granted 13,300 shares of time-based restricted stock
to offset the impact of the tax limitations on his pension benefit under the
Company's defined benefit pension plans. (See paragraph C above.)
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<PAGE>
E. OMNIBUS BUDGET REVENUE RECONCILIATION ACT OF 1993. In 1993,
Congress adopted the Omnibus Budget Revenue Reconciliation Act of 1993, certain
provisions of which (Section 162(m) of the Internal Revenue Code) for tax years
beginning after December 31, 1993 limit to $1 million per employee the
deductibility of compensation paid to the executive officers required to be
listed in the Company's proxy statement unless the compensation meets certain
specific requirements. The EVA Incentive Compensation Plan for Executive
Officers, which was approved by the shareholders at the 1994 Annual Meeting, is
intended to constitute a performance-based plan meeting the criteria for
continued deductibility set out in the applicable regulations. In addition, the
Company believes that all stock options granted to date under the Stock Option
Plan and all performance-based grants of restricted stock to date under the
Restricted Stock Award Plan will meet the requirements of Section 162(m) for
deductibility. The shares of time-based restricted stock granted in 1997 to
offset the impact of the tax limitations on pension benefits, as described in
paragraph C above, would not satisfy the criteria of Section 162(m), and
accordingly compensation expense in respect of income recognized by the
executive officer upon lapse of the restrictions would not be deductible to the
extent that such income, together with all other compensation in such year that
did not satisfy the criteria of Section 162(m), exceeded $1 million. As a matter
of policy, the Committee intends to develop and administer compensation programs
which will maintain deductibility under Section 162(m) for all executive
compensation, except in the limited circumstance when the materiality of the
deduction is in the judgment of the Committee significantly outweighed by the
incentive value of the compensation.
Submitted by:
The Organization and Compensation
Committee of the Board of Directors of Crane Co.
B. Yavitz, Chairman
D. R. Gardner
J. Gaulin
D. C. Minton
15
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RETIREMENT BENEFITS
All officers of the Company, including the individuals identified in
the Summary Compensation Table, are participants in the Company's pension plan
for non-bargaining employees. Directors who are not employees do not participate
in the plan. Eligibility for retirement benefits is subject to certain vesting
requirements, which include completion of five years of service where employment
is terminated prior to normal or other retirement or death, as determined by
applicable law and the plan. Benefit accruals continue for years of service
after age 65.
The annual pension benefits payable under the pension plan are equal to
1-2/3% per year of service of the participant's average annual compensation
during the five highest compensated consecutive years of the 10 years of service
immediately preceding retirement less 1-2/3% per year of service of the
participant's Social Security benefit, up to a maximum deduction of 50% of the
Social Security benefit. Compensation for purposes of the pension plan is
defined as total W-2 compensation less (i) the imputed income value of group
life insurance and auto allowance, (ii) income derived from participation in the
Restricted Stock Award Plan and (iii) on or after January 1, 1993, income
derived from the Stock Option Plan and a former stock appreciation rights plan.
In general, such covered compensation for any year would be equivalent to the
sum of the salary set forth in the Summary Compensation Table for such years
plus the bonus shown in the Table for the immediately preceding year.
The table below sets forth the estimated annual benefit payable on
retirement at normal retirement age (age 65) under the Company's pension plan
based on benefit accruals through December 31, 1997 for specified salary and
years of service classifications, and assumes benefits to be paid in the form of
a single life annuity. The amounts have not been reduced by the Social Security
offset referred to above.
PENSION PLAN TABLE
AVERAGE ANNUAL
COMPENSATION YEARS OF SERVICE
-------------------------------------------------------------
10 20 25 30 35
$150,000 $25,005 $50,010 $62,513 $75,015 $87,518
$175,000 29,173 58,345 72,931 87,518 102,104
$200,000 33,340 66,680 83,350 100,020 116,690
$225,000 37,508 75,015 93,769 112,523 131,276*
$235,000 39,175 78,349 97,936 117,524 136,111*
$250,000** 41,675 83,350 104,188 125,025 145,863
* Effective January 1, 1996, the actual retirement benefit at normal
retirement date payable pursuant to Section 235(a) of the Tax Equity and Fiscal
Responsibility Act of 1982 (and subsequent to 1986 at the age at which unreduced
Social Security benefits may commence pursuant to the Tax Reform Act of 1986)
may not exceed the lesser of $120,000 or 100% of the officer's average
compensation during his highest three consecutive calendar years of earnings
(the "Tax Act Limitation"). The Tax Act Limitation may be adjusted annually for
changes in the cost of living. The 1998 limit is $130,000. The dollar limit is
subject to further reduction to the extent that a participant has fewer than 10
years of service with the Company or 10 years of participation in the defined
benefit plan.
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** Between January 1, 1989 and December 31, 1993, for the purpose of determining
benefit accruals and benefit limitations under the pension plan for all plan
years beginning in 1989, a participant's compensation is deemed to be limited to
$200,000 indexed for inflation ($235,840 for 1993) ("Limitation"). As a result
of the Limitation, the covered compensation under the Company's pension plan for
each of Messrs. Evans, Clark, Smith, Raithel and duPont (who have 24, 7, 6, 27
and 2 years of service credit, respectively) was limited to $235,840 in 1993.
However, in no event will the Limitation reduce any participant's accrued
benefit below his accrued benefit as of December 31, 1988. Commencing January 1,
1994, the compensation limit was further reduced to $150,000 indexed for
inflation in future years ("OBRA '93 Limitation"). As a result of the OBRA '93
Limitation, the covered compensation under the Company's pension plan for the
foregoing individuals for the years 1994 through 1996 was limited to $150,000,
and was increased to $160,000 for 1997 and 1998. In no event will the OBRA '93
Limitation reduce any participant's accrued benefit as of December 31, 1993.
OTHER AGREEMENTS AND INFORMATION
The Company has entered into indemnification agreements with R.S.
Evans, each other director of the Company, Messrs. Clark, Smith, Raithel and
duPont and the four other executive officers of the Company, the form of which
was approved by the shareholders of the Company at the 1987 Annual Meeting. The
Indemnification Agreements require the Company to indemnify the officers or
directors to the full extent permitted by law against any and all expenses
(including advances thereof), judgments, fines, penalties and amounts paid in
settlement incurred in connection with any claim against such person arising out
of the fact that he was a director, officer, employee, trustee, agent or
fiduciary of the Company or was serving as such for another entity at the
request of the Company, and to maintain directors and officers liability
insurance coverage or to the full extent permitted by law to indemnify such
person for the lack thereof.
Each of the individuals named in the Summary Compensation Table (and
certain other executive officers) has an agreement which, in the event of a
change in control of the Company, provides for the continuation of the
employee's then current base salary, bonus plan and benefits for the three year
period following the change in control. Upon termination within three years
after a change in control, by the Company without cause or by the employee with
"Good Reason" (as defined in the agreement), the employee is immediately
entitled to a proportionate amount of the greater of the last year's bonus or
the average bonus paid in the three prior years, three times the sum of his
annual salary and the greater of the last year's bonus or the average of the
last three years' bonuses, and all accrued deferred compensation and vacation
pay, and employee benefits, medical coverage and other benefits also continue
for three years after termination. "Good Reason" under the agreements includes,
among other things, any action by the Company which results in a diminution in
the position, authority, duties or responsibilities of the employee. The
agreements also provide that the employee may terminate his employment for any
reason during the 30 day period immediately following the first year after the
change of control, which shall be deemed "Good Reason" under the agreement. If
it is determined that any economic benefit or payment or distribution by the
Company to the individual, pursuant to the agreement or otherwise (including,
but not limited to, any economic benefit received by the employee by reason of
the acceleration of rights under the various options and restricted stock plans
of the Company) ("Payment"), is subject to the excise tax imposed by Section
4999 of the Internal Revenue Code, the agreements provide that the Company shall
make additional cash payments to the employee such that after payment of all
taxes including any excise tax imposed on such payments, the employee will
retain an amount equal to the excise tax on all the Payments. The agreements are
for a three-year period, but are automatically renewed annually for a three-year
period unless the Company gives notice that the period shall not be extended.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Organization and Compensation Committee is or has ever
been an employee of the Company and no executive officer of the Company has
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served as a director or member of a compensation committee of another company of
which any member of the Committee is an executive officer.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
For the fiscal year ended December 31, 1997, (i) Mr. Richard S. Forte,
a director of the Company, filed one late Form 4 report with respect to one
transaction, and (ii) Mr. Anthony D. Pantaleoni, an executive officer of the
Company, filed a Form 4 report that did not include one reportable transaction,
although an amended Form 4 including the required information was filed on
February 10, 1998.
ITEM 12--SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY DIRECTORS AND MANAGEMENT
To focus management attention on growth in shareholder value, the
Company believes that officers and key employees should have a significant
equity stake in the Company. It therefore encourages its officers and key
employees to increase their ownership of and to hold Common Stock through the
Stock Option, Restricted Stock Award and Savings and Investment Plans. Directors
also receive 40% of their annual retainer in restricted stock issued under the
Non-Employee Director Restricted Stock Plan. The beneficial ownership of Common
Stock by the non-employee directors as a group (see Item 10 for individual
holdings), the executive officers named in the Summary Compensation Table and
all directors and executive officers of the Company as a group as of February
27, 1998 is as follows:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------- -------------------
SHARES UNDER STOCK OPTIONS SHARES IN TOTAL SHARES % OF SHARES
RESTRICTED STOCK EXERCISABLE COMPANY SAVING BENEFICIALLY OUTSTANDING AS OF
SHARES OWNED PLAN (1) WITHIN 60 DAYS PLAN (401 (k)) OWNED 2/27/98 (2)
- -------------------------------------------------------------------------------------------------- -------------------
Non-Employee
Directors and
Nominees as a Group
(9 persons) (3) 81,057 2,400 -- -- 83,457 0.18%
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
R.S. Evans 1,183,456(4) 412,722 423,750 5,458 2,025,386 4.40%
- -------------------------------------------------------------------------------------------------------------------
L.H. Clark 11,019 127,181 142,375 1,267 281,842 0.62%
- -------------------------------------------------------------------------------------------------------------------
D.S. Smith 25,000 84,640 101,750 1,294 212,684 0.47%
- -------------------------------------------------------------------------------------------------------------------
M.L. Raithel 114,841 37,065 73,375 2,457 227,738 0.50%
- -------------------------------------------------------------------------------------------------------------------
A.I. duPont 150 30,300 21,250 176 51,876 0.11%
- -------------------------------------------------------------------------------------------------------------------
Other Executive
Officers (4 persons) 122,209 58,990 137,812 10,414 329,425 0.72%
- -------------------------------------------------------------------------------------------------------------------
Sub-Total--Directors
and Executive
Officers as a Group
(18 persons) 1,537,732 753,298 900,312 21,066 3,212,408 6.91%
- -------------------------------------------------------------------------------------------------------------------
Key Employees (119
persons) 99,979 175,138 652,585 113,395 1,041,097 2.25%
- -------------------------------------------------------------------------------------------------------------------
Total 1,637,711 928,436 1,552,897 134,461 4,253,505 9.02%
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
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<PAGE>
(1) Subject to forfeiture if established performance and/or service conditions
are not met.
(2) As determined in accordance with Rule 13d-3 under the Securities Exchange
Act of 1934. Does not include 5,185,611 shares of Common Stock owned by The
Crane Fund (see "Principal Shareholders of the Company"); nor 340,314 shares of
Common Stock owned by the Crane Fund for Widows and Children; nor an aggregate
of 455,811 shares of Common Stock held by trusts for the pension plans of the
Company and certain of its subsidiaries which shares may be voted or disposed of
in the discretion of the trustees unless the sponsor of a particular plan
directs otherwise. Mr. duPont, Mr. Raithel, Mr. Smith and two other executive
officers are trustees of The Crane Fund and the Crane Fund for Widows and
Children. None of the directors or trustees has any direct beneficial interest
in, and all disclaim beneficial ownership of, the shares held by the trusts. In
addition, as of February 27, 1998, 4,955 other employees of the Company held
1,316,031 shares of Common Stock in the Crane Co. Savings and Investment Plan,
462 shares of Common Stock in the Mark Controls 401(k) Savings Plan, and 94,072
shares of Common Stock in the ELDEC Corporation Deferred Income Plan and Trust,
resulting in a total of 5,664,070 shares of Common Stock beneficially owned by
directors, officers and employees, or 12.01% of the outstanding shares as of
February 27, 1998.
(3) This group includes, in addition to the directors listed under "Election of
Directors", Mr. Mone Anathan III, a current director of the Company who is not
standing for reelection when his term expires at the Annual Meeting. Mr. Anathan
beneficially owns 3,157 shares of Common Stock, including 300 shares under the
Non-Employee Director Restricted Stock Plan.
(4) Includes 480 shares owned by Mr. Evans' spouse.
PRINCIPAL SHAREHOLDERS OF THE COMPANY
The following table sets forth the ownership by each person who owned
of record or was known by the Company to own beneficially more than 5% of its
Common Shares on February 27, 1998.
NAME AND ADDRESS AMOUNT AND NATURE
OF BENEFICIAL OF BENEFICIAL
TITLE OF CLASS OWNER OWNERSHIP PERCENT OF CLASS
- -------------- ----- --------- ----------------
Common Stock The Crane Fund (1)
100 First Stamford Place
Common Stock Stamford, CT 06902 5,185,611(1) 11.4%
(1) The Crane Fund is a charitable trust managed by trustees appointed by the
Board of Directors of the Company. The incumbent trustees are: G.A. Dickoff,
A.I. duPont, R.B. Phillips, M.L. Raithel and D.S. Smith, all of whom are
executive officers of the Company. Pursuant to the trust instrument, the shares
held by the trust shall be voted by the trustees as directed by the Board of
Directors, the distribution of the income of the trust for its charitable
purposes is subject to the control of the Board of Directors and the shares may
be sold by the trustees only upon the direction of the Board of Directors. None
of the directors or the trustees has any direct beneficial interest in, and all
disclaim beneficial ownership of, shares held by The Crane Fund.
19
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ITEM 13--CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS
The law firm of Kirkpatrick & Lockhart LLP, of which Mr. Queenan is senior
counsel, furnished legal services to the Company in 1997.
20
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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)
By /s/ Augustus I. duPont
-------------------------------
Augustus I. duPont
Vice President, General Counsel
and Secretary
Date May 29, 1998
