s842098directorrestrictedstock
<PAGE>
FORM S-8 REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Crane Co.
Exact name of registrant as specified in its charter
Delware 13-1952290
State or other jurisdiction of I.R.S. Employer
incorporation or organization Identification No.
100 First Stamford Place, Stamford, CT 06902
Address of principal executive offices, including zip
code
CRANE CO. 1998 NON-EMPLOYEE DIRECTOR
RESTRICTED STOCK PLAN
Full title of the plan
Augustus I. duPont,
Vice President, General Counsel and Secretary
Crane Co., 100 First Stamford Place, Stamford, CT.
06902
Name and address of agent for service
203-363-7300
Telephone number of agent for service
CALCULATION OF REGISTRATION FEE
_______________________________________________________
____
Proposed Proposed
Title of Maximum Maximum
Securitie Amount to Offering Aggregat Amount of
s to be be Price e Registratio
Registere Registere per Offering n Fee (2)
d d (1) Share Price
(2)
Common 50,000 $51.53 $2,576,5 $760.00
Stock Par shares 00
Value
$1.00 Per
Share
_______________________________________________________
__________
(1) Such additional indeterminable number of
shares of Common Stock are hereby registered as may be
required by reason of the antidilution provisions of
the Crane Co. 1998 Non-Employee Director Restricted
Stock Plan. The shares of Common Stock offered by the
resale Prospectus included in this Registration
<PAGE>Statement also include 43,920 shares registered
under Registration Statement No. 33-59475 filed on May
19, 1995 and included in such Prospectus under Rule
429.
(2) Pursuant to Rule 457(c) and (h) of the Rules,
the registration fee is calculated on the basis of the
average of the high and low prices as reported on the
New York Stock Exchange-Composite Transactions Tape on
April 13, 1998. A registration fee of $527 was paid in
connection with the shares of Common Stock registered
under Registration Statement No. 33-59475.
The Prospectus that is being filed with this
Registration Statement has been prepared in accordance
with the requirements of General Instruction C to Form
S-8 and Part I of Form S-3, and may be used for re-
offerings of Common Stock acquired by persons named
therein pursuant to the Crane Co. Non-Employee Director
Restricted Stock Award Plan or the Crane Co. 1998 Non-
Employee Director Restricted Stock Award Plan.
Pursuant to Rule 429 of the Securities Act of 1933, the
prospectuses covering securities registered pursuant to
this Registration Statement also relate to the shares
of the Company's Common Stock covered by Registration
Statement No. 33-59475.
<PAGE>_________________________________________________
________
PROSPECTUS
_______________________________________________________
__
27,758 SHARES
CRANE CO.
Common Stock
Par Value $1.00 Per Share
This Prospectus covers a total of 27,758
shares(the "Shares") of Common Stock, par value $1.00
per share (the
"Common Stock"), of Crane Co. (the "Company")which may
be sold from time to time by or for the account of
eight persons (collectively, the "Selling
Shareholders") who acquired the
Shares pursuant to awards under the Crane Co. Non-
Employee Director Restricted Stock Award Plan or the
Crane Co. 1998
Non-Employee Directors Restricted Stock Plan
(collectively, the "Directors Restricted Stock Plans").
The Shares may be sold pursuant to this
Prospectus from time to time after the date hereof,
subject to certain restrictions on transfer applicable
to
the Selling Shareholders under the Directors Restricted
Stock Plans. Sales will be made at prices and on terms
determined at the time of sale, to purchasers directly
or
by or through brokers, dealers, underwriters or agents
who may receive compensation in the form of discounts,
commissions or concessions. Whether such sales will be
made and the timing and amount of any sale is
discretionary with each Selling Shareholder. The
Selling
Shareholders and any brokers, dealers, underwriters or
agents that participate in the distribution of the
Shares
may be deemed to be "underwriters" within the meaning
of
the Securities Act of 1933, as amended (the "Securities
Act"), and any discounts, commissions or concessions
received by any such broker, dealer, underwriter or
agent
may be deemed to be underwriting commissions or
discounts
under the Securities Act. The Company will not receive
any of the proceeds from any sale of the Shares offered
hereby. See "Use of Proceeds", "Selling Shareholders"
and "Plan of Distribution."
The Common Stock is listed and traded on the
New York Stock Exchange. The last reported sale price
of
the Common Stock on the New York Stock Exchange on
April 17, 1998 was $xxx per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is April 20, 1998.
<PAGE>
TABLE OF CONTENTS
Available Information......................
Information Incorporated by Reference......
The Company................................
Use of Proceeds............................
Selling Shareholders.......................
Plan of Distribution.......................
Experts....................................
Indemnification............................
AVAILABLE INFORMATION
The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance
therewith
files reports, proxy and information statements, and
other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy and
information statements, and other information,
including
information incorporated by reference into this
Prospectus, can be inspected and copied at the public
reference facilities maintained by the Commission at
Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at its following regional offices: Room 3190, 230
South Dearborn Street, Chicago, Illinois 60604; and 75
Park Place, 14th Floor, New York, New York 10007.
Copies
of this material can also be obtained at prescribed
rates
from the Public Reference Section of the Commission at
its principal office at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549.
The Common Stock is listed and traded on the
New York Stock Exchange, and reports, proxy and
information statements, and other information
concerning
the Company can be inspected at the library of the New
York Stock Exchange, 20 Broad Street, New York, New
York
10005.
INFORMATION INCORPORATED BY REFERENCE
Information contained in the following
documents is incorporated by reference into this
Prospectus:
1. The Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997
(File No. 1-1657).
<PAGE>
2. The description of the Common Stock
contained in the Registration Statement on
Form 8-A of the Company filed under Section 12(b)
of the Exchange Act, including all amendments and
reports updating such description.
All documents subsequently filed by the Company
with the Commission pursuant to Sections 13(a), 13 (c),
14 or 15(d) of the Exchange Act after the date of this
Prospectus, but prior to the filing of a post-effective
amendment to the Registration Statement of which this
Prospectus is a part which indicates that all
securities
offered by the Prospectus have been sold or which
deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference into
this
Prospectus. Each document incorporated in this
Prospectus by reference shall be deemed to be a part of
this Prospectus from the date of the filing of such
document with the Commission until the information
contained therein is superseded or updated by any
subsequently filed document which is incorporated by
reference into this Prospectus.
The Company will furnish without charge to
each
person, including any beneficial owner, to whom this
Prospectus is delivered, upon written or oral request
of
such person, a copy of any and all of the information
that has been incorporated by reference into this
Prospectus, other than certain exhibits to such
documents. Requests should be directed to the Office
of the Secretary, Crane
Co., 100 First Stamford Place, Stamford, Connecticut
06902, telephone (203) 363-7300.
No person has been authorized to give any
information or to make any representations not
contained
in this Prospectus and, if given or made, such
information or representations must not be relied upon
as
having been authorized by the Company. The delivery of
this Prospectus at any time does not imply that
information herein is correct as of any time subsequent
to the date hereof. This Prospectus does not
constitute
an offer within any jurisdiction to any person to whom
such offer would be unlawful.
THE COMPANY
The Company is a diversified manufacturer of
engineered industrial products and the largest
American distributor of doors, windows and millwork.
Founded in 1855, Crane Co. employs over 10,000 people
in
North America, Europe, Asia and Australia.
<PAGE>
The Company's strategy is to grow the
earnings
of niche businesses with high market share, build an
aggressive and committed management team whose
interests
are directly aligned to those of the shareholders, and
maintain a focused, efficient corporate structure.
The Company's principal executive office is
located at 100 First Stamford Place, Stamford,
Connecticut 06902, telephone (203) 363-7300.
USE OF PROCEEDS
The Company will not receive any of the
proceeds from the sale of the Shares offered under this
Prospectus by the Selling Shareholders.
SELLING SHAREHOLDERS
All of the Shares offered hereby are being
offered for the account of the persons identified in
the
following table, who may from time to time sell the
Shares covered by this Prospectus, subject to certain
restrictions on transfer. See "Plan of Distribution."
All of the Shares were acquired pursuant to grants made
pursuant to the Directors Restricted Stock Plans. Each
of
the Selling Shareholders is a director of the Company.
The following table sets forth the name and
title of each Selling Shareholder, the number of shares
of Common Stock owned by each as of April 1, 1998, the
number of shares subject to forfeiture or resale
restrictions as of such date and the maximum number of
Shares to be offered under this Prospectus.
<PAGE>
Selling Shares Shares Maximum Shares
Shareholder Owned as Subject Shares to be
of to to be Owned
April 1, Forfeitu Offered After
1998(1) re or Under Completi
Resale this on of
Restrict- Prospec the
ions as tus(2) Offering
of
April 1,
1998
15,367 2,235 4,515 10,852
E. Thayer
Bigelow, Jr.
10,450 2,235 4,515 5,935
Richard S.
Fort
4,260 2,235 4,088 172
Dorsey R.
Gardner
795 1,095 1,950
Jean Gaulin 3,045
2,235 4,515 22,200
Dwight C. 26,715
Minton
11,525 2,235 4,515 7,010
C. J.
Queenan, Jr.
0 0 0 0
James L. L.
Tullis
6,838 2,235 4,515 2,323
Boris Yavitz
(1) Does not include restricted shares of Common Stock
awarded under the Directors Restricted Stock Plans
which were subject to forfeiture as of April 1,
1998.
(2) Includes restricted shares of Common Stock subject
to forfeiture or resale restrictions as of April
1, 1998 as well as shares of Common Stock
previously acquired upon lapse of restrictions
(generally five years from date of grant) in
accordance with the terms of the Directors
Restricted Stock Plans.
PLAN OF DISTRIBUTION
It is expected that the Selling Shareholders
will sell their respective Shares pursuant to this
Prospectus from time to time or at one time, subject to
certain restrictions on transfer under the Directors
Restricted Stock Plans as discussed below. Whether
such
sales will be made and the timing and amount of any
sales
is discretionary with each Selling Shareholder.
<PAGE>
Shares may be sold on one or more exchanges
or
otherwise; directly to purchasers in negotiated
transaction; by or through brokers or dealers, in
ordinary brokerage transactions or transactions in
which
the broker solicits purchasers; in block trades in
which
the broker or dealer will attempt to sell Shares as
agent
but may position and resell a portion of the block as
principal; in transactions in which a broker or dealer
purchases as principal for resale for its own account;
through underwriters or agents; or in any combination
of
the foregoing methods. Shares may be sold at a fixed
offering price, which may be changed, at the prevailing
market price at the time of sale, at prices related to
such prevailing market price or at negotiated prices.
Any brokers, dealers, underwriters or agents may
arrange
for others to participate in any such transaction and
may
receive compensation in the form of discounts,
commissions or concessions from the Selling
Shareholders
and/or the purchasers of Shares. The proceeds to the
Selling Shareholders from any sale of Shares will be
net
of any such compensation, and of any expenses to be
borne
by the Selling Shareholders. If required at the time
that a particular offer of Shares is made, a supplement
to this Prospectus will be delivered that describes any
material arrangements for the distribution of Shares
and
the terms of the offering, including, without
limitation,
the names of any underwriters, brokers, dealers or
agents
and any discounts, commissions or concessions and other
items constituting compensation from the Selling
Shareholders or otherwise. The Company may agree to
indemnify any such brokers, dealers, underwriters, or
agents against certain civil liabilities, including
liabilities under the Securities Act.
The Selling Shareholders and any brokers,
dealers, underwriters or agents that participate with
the
Selling Shareholders in the distribution of Shares may
be
deemed to be "underwriters" within the meaning of the
Securities Act, in which event any discounts,
commissions or concessions received by any such
brokers, dealers,
underwriters or agents and any profit on the resale of
the Shares purchased by them may be deemed to be
underwriting
commissions or discounts under the Securities Act.
The Company's standard retainer payable to
each
non-employee director is currently $25,000 per year, of
which $15,000 is paid in cash and $10,000 is paid in
shares of restricted stock issued under the Crane Co.
1998 Non-Employee Director Restricted Stock Plan. An
award is
forfeitable if the director ceases to remain a member
of
the Board of Directors until the Annual Meeting of the
next year
following the year of the award, except in the case of
<PAGE>death or disability (as determined by Committee
administering the Plan). In the event of such death or
disability, an allocated portion of the award for the
year of death or disability shall become non-
forfeitable and distributable to the
director or his legal representative as of the date of
such death or disability. Until such time as the risk
of
forfeiture lapses or the shares awarded are forfeited,
a
director has the right to vote and to receive dividends
on and other distributions with respect to the shares
awarded. A director may not sell or otherwise transfer
shares awarded under the Directors Restricted Stock
Plans
for a period of five years after the date of the award,
except in the event of death or disability.
All restrictions on any shares awarded to a
director under the Directors Restricted Stock Plans
will
lapse in the event of a change-in-control (as defined
in
the Plan).
The Company has agreed to supply the Selling
Shareholders with reasonable quantities of
Prospectuses
and the Selling Shareholders shall in all cases be
responsible for complying with the prospectus delivery
requirements of Section 5(b)(2) of the Securities Act
with respect to sales of Shares made by them.
Any shares covered by this Prospectus which
qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus. There is no assurance
that
the Selling Shareholders will sell any or all of the
Shares. The Selling Shareholders may transfer, devise
or
gift such Shares by other means not described herein.
The Company will pay all of the expenses,
including, but not limited to, fees and expenses of
compliance with state securities or "blue sky" laws,
incident to the registration of the Shares, other than
certain underwriting discounts and selling commissions
and fees and expenses, if any, of counsel or other
advisors retained by the Selling Shareholders.
EXPERTS
The consolidated financial statements and the
related financial statement schedules incorporated in
this
Prospectus by reference from the Company's Annual
Report on
Form 10-K for the year ended December 31, 1997 have
been audited
by Deloitte & Touche LLP, independent auditors, as
stated in their reports, which are incorporated herein
by reference, and have
been so incorporated in reliance upon the reports of
such firm
given upon their authority as experts in accounting and
auditing.
<PAGE>
INDEMNIFICATION
Section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL") permits a Delaware
corporation, in its certificate of incorporation, to
limit or eliminate, subject to certain statutory
limitations, the liability of a director to the
corporation or its stockholders for monetary damages
for
breaches of fiduciary duty, except for liability (i)
for
any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for omissions not
in good faith or which involve intentional misconduct
or
a knowing violation of law, (iii) under Section 174 of
the
DGCL, or (iv) for any transaction from which the
director
derived an improper personal benefit. Article IX of
the
Company's Certificate of Incorporation provides that
the
personal liability of directors of the Company is
eliminated to the fullest extent permitted by Section
102(b)(7) of the DGCL.
Under Section 145 of the DGCL, a corporation has
the
power to indemnify directors and officers under certain
prescribed circumstances and, subject to certain
limitations, against certain costs and expenses,
including attorneys' fees, actually and reasonably
incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or
investigative, to which any of them is a party by
reason
of his being a director or officer of the corporation
if
it is determined that he acted in accordance with the
applicable standard of conduct set forth in such
statutory provision. Article X of the Company's By-
Laws
provides that the Company will indemnify any person who
was or is a party or is threatened to be made a party
to
any threatened, pending or completed action, suit or
proceeding by reason of the fact that he is or was an
authorized representative of the Company, against all
expenses (including attorneys' fees) and amounts paid
in
settlement actually and reasonably incurred by such
person in connection with such action, suit or
proceeding
if such person acted in accordance with the standard of
conduct set forth in Article X. Article X further
permits the Company to maintain insurance on behalf of
any such person against any liability asserted against
such person and incurred by such person in any such
capacity or arising out of his status as such, whether
or
not the Company would have the power to indemnify such
person against such liability under Article X.
The Company maintains standard policies of
insurance
under which coverage is provided (a) to its directors
and
officers against loss arising from claims made by
reason
of breach of duty or other wrongful act and (b) to the
<PAGE>Company with respect to payments which may be
made by the
Company to such officers and directors pursuant to the
above indemnification provisions or otherwise as a
matter
of law.
The Company has entered into agreements with
each of its directors and officers pursuant to which
the
Company has agreed to indemnify such directors and
officers, and to advance expenses in connection
therewith, to the fullest extent permitted by law, and
to
maintain Director's and officers' liability insurance
on
behalf of such indemnified persons unless, in the
business judgment of the Board of Directors of the
Company, the premium cost for such insurance is
substantially disproportionate to the amount of
coverage
or the coverage is so limited by exclusions that there
is
insufficient benefit from such insurance. The
agreements
further provide that, if indemnification is not
available, then in any case in which the Company is
jointly liable with the indemnified person the Company
will contribute to the fullest extent permitted by law
to
the amount of expenses, judgments, fines and
settlements
paid or payable by the indemnified person in such
proportion as is appropriate to reflect the relative
benefits received, and the relative fault of, the
Company
and the indemnified person. Such rights cannot be
modified, except as required by law, by any change in
the
Company's Certificate of Incorporation or By-Laws.
The indemnification described in the preceding
paragraphs may include indemnification against
liabilities arising under the Securities Act. Insofar
as
indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers,
or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed
that
in the opinion of the Securities and Exchange
Commission
such indemnification is against public policy as
expressed in the Securities Act and is therefore
unenforceable.
<PAGE>
PART II
Information Required in the Registration Statement
Item. 3. Incorporation of Documents by Reference.
The following documents filed by Crane Co. (the
"Company") with the Securities and Exchange Commission
(the "Commission) are incorporated by reference into
this
Registration Statement:
1. The Company's Form 10-K, filed with the
Commission for the fiscal year ended
December 31, 1997 (No. 1-1657).
2. The description of the Company's Common
Stock contained in the Company's
Registration Statement on Form 8-A filed
under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the
"Exchange Act"), including all amendments
and reports updating such description.
All documents subsequently filed by the Company
with the Commission pursuant to Sections 13(a), 13(c),
14
and 15(d) of the Exchange Act after the date of this
Registration Statement, but prior to the filing of a
post-
effective amendment to this Registration Statement
which
indicates that all securities offered by this
Registration Statement have been sold or which
deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference into
this
Registration Statement. Each document incorporated by
reference into this Registration Statement shall be
deemed to be a part of this Registration Statement from
the date of the filing of such document with the
Commission until the information contained therein is
superseded or updated by any subsequently filed
document
which is incorporated by reference into this
Registration
Statement or by any document which constitutes part of
the prospectus relating to the Crane Co. 1998 Non-
Employee
Director Restricted Stock Plan (the "Plan") meeting the
requirements of Section 10(a) of the Securities Act of
1933, as amended (the "Securities Act").
Item 4. Description of Securities
The class of securities to be offered under this
Registration Statement is registered under Section
12(b)
of the Exchange Act.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
The legality of the Common Stock to which this
Registration Statement relates has been passed upon for
the Company by Augustus I. duPont, Vice President,
General Counsel
and Secretary of the Company. As of April 1, 1998, Mr.
duPont beneficially owned 30,727 shares of the
Company's Common
Stock, of which 30,300 shares were granted under and
subject to forfeiture under the terms of the Crane Co.
1998 Restricted Stock Award Plan, and held options
granted under the Crane Co. Stock Option Plan to
purchase 42,500 shares of the Company's Common Stock.
Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL") permits a Delaware
corporation, in its certificate of incorporation, to
limit or eliminate, subject to certain statutory
limitations, the liability of a director to the
corporation or its stockholders for monetary damages
for
breaches of fiduciary duty, except for liability (i)
for
any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve
intentional
misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, or (iv) for any transaction
from
which the director derived an improper personal
benefit.
Article IX of the Company's Certificate of
Incorporation
provides that the personal liability of directors of
the
Company is eliminated to the fullest extent permitted
by
Section 102(b)(7) of the DGCL.
Under Section 145 of the DGCL, a corporation has
the
power to indemnify directors and officers under certain
prescribed circumstances and, subject to certain
limitations, against certain costs and expenses,
including attorneys' fees, actually and reasonably
incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or
investigative, to which any of them is a party by
reason
of his being a director or officer of the corporation
if
it is determined that he acted in accordance with the
applicable standard of conduct set forth in such
statutory provision. Article X of the Company's By-Laws
provides that the Company will indemnify any person who
was or is a party or is threatened to be made a party
to
any threatened, pending or completed action, suit or
proceeding by reason of the fact that he is or was an
authorized representative of the Company, against all
expenses (including attorneys' fees) and amounts paid
in
settlement actually and reasonably incurred by such
person in connection with such action, suit or
proceeding
<PAGE>if such person acted in accordance with the
standard of
conduct set forth in Article X. Article X further
permits the Company to maintain insurance on behalf of
any such person against any liability asserted against
such person and incurred by such person in any such
capacity or arising out of his status as such, whether
or
not the Company would have the power to indemnify such
person against such liability under Article X.
The Company maintains standard policies of
insurance
under which coverage is provided (a) to its directors
and
officers against loss arising from claims made by
reason
of breach of duty or other wrongful act and (b) to the
Company with respect to payments which may be made by
the
Company to such officers and directors pursuant to the
above indemnification provisions or otherwise as a
matter
of law.
The Company has entered into agreements with each
of its directors and officers pursuant to which the
Company has agreed to indemnify such directors and
officers, and to advance expenses in connection
therewith, to the fullest extent permitted by law, and
to
maintain directors' and officers' liability insurance
on
behalf of such indemnified persons unless, in the
business judgment of the Board of Directors of the
Company, the premium cost for such insurance is
substantially disproportionate to the amount of
coverage
or the coverage is so limited by exclusions that there
is
insufficient benefit from such insurance. The
agreements
further provide that, if indemnification is not
available, then in any case in which the Company is
jointly liable with the indemnified person the Company
will contribute to the fullest extent permitted by law
to
the amount of expenses, judgments, fines and
settlements paid or payable by the indemnified person
in such proportion as is appropriate to reflect the
relative benefits received, and the
relative fault of, the Company and the indemnified
person. Such rights cannot be modified, except as
required by law, by any change in the Company's
Certificate of Incorporation or By-Laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
<PAGE>
Item 8. Exhibits
The following exhibits are filed herewith or
incorporated by reference as part of this Registration
Statement:
EXHIBIT NO. DESCRIPTION
3.1 The Certificate of Incorporation of the
Company, as amended through May 7, 1987
(incorporated by reference to Exhibit D to
the Company's Annual Report on Form 10-K
for the fiscal year ended December 31,
1987 -Commission File No. 1-1657)
3.2 The By-Laws of the Company, as amended
through December 5, 1994 (incorporated by
reference to Exhibit A to the Company's
Annual Report on Form 10-K for the fiscal
year ended December 31, 1996) --
Commission File No. 1-1657
4.1 Crane Co. 1998 Non-Employee Director Restricted
Stock Plan
4.2 Form of Agreement under the Crane Co. 1998
Non- Employee Director Restricted Stock Plan
5.1 Opinion of Augustus I. duPont, Esq. as to
the legality of the shares being registered.
23.1 Consent of Deloitte & Touche LLP, independent
public accountants.
23.2 Consent of Augustus I. duPont, Esq. (included
in opinion filed as Exhibit 5.1)
24.1 Power of Attorney (set forth on the signature
page of this Registration Statement)
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to
this
registration statement:
(i) To include any prospectus required
by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any
facts
or events arising after the effective date of the
<PAGE>registration statement (or the most recent post-
effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information
with respect to the plan of distribution not previously
disclosed in the registration statement; Provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not
apply if the information required to be included in a
post-effective amendment by those paragraphs is
contained in periodic
reports filed by the registrant pursuant to Section 13
or
Section 15(d) of the Securities Exchange Act of 1934
that
are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered
therein, and the offering of such securities at that
time
shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the
offering.
(b) The undersigned registrant hereby
undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act
of
1934 that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities
offered
therein, and the offering of such securities at that
time
shall be deemed to be the initial bona fide offering
thereof.
* * *
(h) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be
permitted
to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed
in
the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such
liabilities
(other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling
<PAGE>person of the registrant in the successful
defense of any
action, suit or proceeding) is asserted by such
director,
officer or controlling person in connection with the
securities being registered, the registrant will,
unless
in the opinion of its counsel the matter has been
settled
by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused
this Registration Statement on Form S-8, to be signed
on its
behalf by the undersigned, thereunto duly authorized,
in
the City of Stamford, State of Connecticut on the 20th
day of April, 1998.
CRANE CO.
BY:/s/R. S. Evans
Chairman of the Board and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each
person whose signature appears below constitutes and
appoints Augustus I. duPont and Thomas J. Ungerland,
and
each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and revocation
for him in his name, place and stead in any and all
capacities, to sign any and all amendments (including
post-effective amendments) to this Registration
Statement
and to file the same with all exhibits thereto, and
other
documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-
in-
fact and agents, and each of them, full power and
authority to do and perform each and every act and
thing
requisite and necessary to be done as fully to all
intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to
be
done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement
been signed by the following persons in the capacities
and on the date indicated.
<PAGE>
SIGNATURE TITLE DATE
/s/R. S. Evans Chairman April 20, 1998
R. S. Evans of the
Board and
Chief
Executive
Officer
and a
Director
/s/D. S. Smith Vice April 20, 1998
D. S. Smith President
Finance
and Chief
Financial
Officer
/s/M. L. Controller April 20, 1998
Raithel and
M. L. Raithel Principal
Accounting
Officer
/s/M. Anathan, Director April 20, 1998
III
M. Anathan,
III
/s/E. T. Director April 20, 1998
Bigelow, Jr.
E. T. Bigelow,
Jr.
/s/R S. Forte' Director April 20, 1998
R. S. Forte'
/D. R. Gardner Director April 20, 1998
D. R Gardner
/s/J. Gaulin Director April 20, 1998
J. Gaulin
/s/D. C. Director April 20, 1998
Minton
D. C. Minton
/s/C. J. Director April 20, 1998
Queenan, Jr.
C. J.
Queenan,
Jr.
/s/ J. L. L.
Tullis Director April 20, 1998
J. L. L. Tullis
/s/B. Yavitz Director April 20, 1998
B. Yavitz
<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NO.
3.1 The Certificate of Incorporation of the
Company, as amended through May 7, 1987
(incorporated by reference to Exhibit D to
the Company's Annual Report on Form 10-K
for the fiscal year ended December 31,
1987 -Commission File No. 1-1657)
3.2 The By-Laws of the Company, as amended
through December 5, 1994 (incorporated by
reference to Exhibit A to the Company's
Annual Report on Form 10-K for the fiscal
year ended December 31, 1996) --
Commission File No. 1-1657
4.1 Crane Co. 1998 Non-Employee Director Restricted
Stock Plan
4.2 Form of Agreement under the Crane Co. 1998
Non- Employee Director Restricted Stock Plan
5.1 Opinion of Augustus I. duPont, Esq. as to
the legality of the shares being registered.
23.1 Consent of Deloitte & Touche LLP, independent
public accountants.
23.2 Consent of Augustus I. duPont, Esq. (included
in opinion filed as Exhibit 5.1)
24.1 Power of Attorney (set forth on the signature
page of this Registration Statement)
EXHIBIT 4.1
<PAGE>
THE CRANE CO.
1998 NON-EMPLOYEE DIRECTOR
RESTRICTED STOCK PLAN
1. Purpose.
The purposes of The Crane Co. 1998 Non-Employee
Director Restricted Stock Plan (the "Plan") are to
attract and retain well-qualified persons for service
as directors of Crane Co. (the "Company"), to provide
directors through the payment of a portion of
directors fees in shares of the Company's Common
Stock, par value $1.00 per share ("Common Stock"),
with the opportunity to increase their proprietary
interest in the Company and thereby to increase their
personal interest in the Company's continued success.
2. Administration.
Responsibility and authority to administer and
interpret the provisions of this Plan shall be
conferred upon a committee of at least three persons
(all of whom shall be persons not eligible to
participate in this Plan) having full authority to
act (the "Committee"). The members of the Committee
shall be the Chairman of the Board (provided that he
is not eligible to be a participant under this Plan),
the Vice President-Finance of the Company, and at
least one additional disinterested person to be
elected by the Chairman. The Committee shall record
its proceedings under this Plan. The Committee may
employ attorneys, consultants, accountants or other
persons, and the Committee, 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 directors who have received awards,
the Company and other interested persons. No member
of the Committee shall be personally liable for any
action, determination or interpretations taken or
made in good faith with respect to this Plan or
awards made hereunder, and all members of the
Committee shall be fully indemnified and protected by
the Company in respect of any such action,
determination or interpretation.
3. Eligibility.
All directors of the Company who are not full-
time employees of the Company shall be participants
in this Plan.
<PAGE>
4. Awards.
Each non-employee director shall be paid an
annual director's fee, in an amount fixed from time
to time by the Board of Directors, which is not
dependent upon attendance at meetings (the "Base
Fee"). The Base Fee shall be payable in stock and
cash as provided hereunder. The stock portion of the
Base Fee shall be determined pursuant to this Section
4. At the Company's Annual Meeting each calendar
year, each eligible director shall be awarded the
number of full shares of Common Stock of the Company
(rounded to the nearest ten shares) determined by
dividing (i) the dollar amount equal to the excess of
(a) the Base Fee then in effect over (b) $15,000 by
(ii) the average of the high and low prices of a
share of Common Stock on the New York Stock Exchange-
Composite Transactions Tape on the 10 consecutive
trading days ending on the day preceding the award
date, or, if no sale of Common Stock has been
recorded on such date, then on the next preceding
date on which a sale was so made (the "Fair Market
Value"). Each such award shall be evidenced by a
written agreement, executed by the director and the
Company, containing such restrictions, terms and
conditions as the Committee may require. A director
who becomes a member of the Board of Directors after
the Annual Meeting in any year shall be awarded a
prorated number of full shares of Common Stock based
on an allocation of such director's Base Fee based on
the number of full months of service for that year.
The price of Common Stock to be used in determining
the number of shares of Common Stock to which such
director shall be entitled for such year shall be the
Fair Market Value of a share of Common Stock, on the
day next preceding the date of the director's
election to the Board of Directors.
5. Vesting.
(a) An award of Common Stock is forfeitable if
the director ceases to remain a member of the Board
of Directors until the Annual Meeting of the year
following the year of the award, except in the case
of death or disability (as determined by the
Committee), which disability renders the director
unable to continue to serve the Company or upon a
change of control of the Company as set forth in
Paragraph 5(b) hereof. In the event of death or
disability, an allocated portion of the award for the
year of death or disability, based on the number of
full months of service, shall become non-forfeitable
and distributable as of the date of such death or
disability. Shares which are forfeited may be
regranted.
(b) Notwithstanding anything else herein, all
restrictions on any Common Stock that may have been
awarded to a director hereunder shall lapse in the
event of a "change in control." For purposes of this
Plan, the term "change in control" shall mean (i) the
first purchase of shares pursuant to a tender
<PAGE>offer or exchange offer (other than a tender
offer or exchange offer by the Company) for all or
part of the outstanding shares 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,
as amended (the "Exchange Act"), of 20% or more of
the outstanding shares 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 or (vi)
the date upon which individuals who constitute the
Board of Directors of the Company (the "Board") as of
April 21, 1998 (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 whose election, or nomination
for election by the Company's stockholders, 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 directors of the Company, as such terms
are used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act) shall be, for purposes of
this Plan, considered as though such person were a
member of the Incumbent Board.
6. Terms and Conditions.
(a) The difference between the Base Fee and the
portion of such Base Fee awarded under this Plan in
Common Stock (valued at Fair Market Value) shall be
paid to directors in cash on a monthly basis.
(b) Until such time as the risk of forfeiture
lapses or the shares awarded are forfeited, a
director has the right to vote and to receive
dividends on and other distributions with respect to
the shares awarded.
(c) At such time as the risk of forfeiture
lapses, a director's Common Stock will have all the
rights of any other <PAGE>Common Stock. No payment
will be required from the director upon the issuance
or delivery of any restricted stock, except that any
amount necessary to satisfy applicable federal, state
or local tax requirements shall be withheld or paid
promptly upon notification of the amount due and
prior to or concurrently with the issuance or
delivery of a certificate representing such stock,
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.
(d) No shares may be sold or transferred
(including, without limitation, transfer by gift or
donation) prior to the fifth anniversary of the date
of the award or the departure or resignation of the
director from the Board, whichever is earlier; except
with regard to shares which vest as a result of death
or disability or upon a change of control of the
Company (as defined in Section 5(b) hereof), at which
time all restrictions on transfer shall lapse.
(e) Up to 50,000 shares of Common Stock may be
issued pursuant to this Plan. Shares of Common Stock
issued pursuant to this Plan may be drawn from
authorized but unissued shares or from treasury, as
determined by the Board of Directors.
(f) Certificates for shares issued under this
Plan shall be registered in the name of the director,
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 Crane Co. 1998 Non-Employee Director
Restricted Stock Plan. A copy of such Plan is on
file in the offices of Crane Co., 100 First
Stamford Place, Stamford, CT 06902."
(g) Prior to termination of the restrictions on
sale and transfer provided herein, the certificates
for the shares awarded pursuant to this Plan will be
held by the Company's Treasurer in custody for the
director.
(h) The Committee shall appropriately adjust the
number of shares for which awards may be granted
pursuant to this Plan in the event of any stock
dividend, stock split, recapitalization or other
similar event.
7. Amendment or Discontinuance.
The Board of Directors of the Company may at any
time amend, rescind or terminate this Plan, as it
shall deem advisable; provided, however, that (i) no
change may be made in <PAGE>awards theretofore
granted under this Plan which would impair
participants' rights without their consent, and (ii)
no amendment to this Plan shall be made without
approval of the Company's stockholders if the effect
of such amendment would be to (a) increase the number
of shares reserved for issuance hereunder; (b)
materially increase the benefits accruing to
participants under this Plan; (c) materially change
the requirements for eligibility under Section 3
hereof; or (d) materially modify the method for
determining the number of shares awarded under
Section 4 hereof; except that any such increase or
modification that results from adjustments authorized
by Section 6(h) hereof shall not require such
approval.
8. Effective Date and Term of Plan.
This Plan shall be submitted to the stockholders
of the Company at the Annual Meeting in 1998 and, if
approved by the stockholders, shall become effective
April 20, 1998. No shares shall be awarded under this
Plan after May 31, 2008.
9. Governing Law.
This Plan and all determinations made and
actions taken pursuant hereto shall be governed by
the laws of the State of Delaware, other than the
conflict of laws provisions thereof.
<PAGE> EXHIBIT
4.2
RESTRICTED STOCK AGREEMENT
UNDER THE CRANE CO. 1998 NON-EMPLOYEE DIRECTOR
RESTRICTED STOCK PLAN BETWEEN
CRANE CO.AND
(name)
DATED AS OF APRIL 20, 1998
The Shareholders of Crane Co., a Delaware
corporation (the "Company"), approved the Crane Co.
1998 Non-Employee Director Restricted Stock Plan on
April 20, 1998. The annual retainer of the Directors
of the Company is currently $25,000, so that, as
contemplated, the Directors are entitled to receive
awards of Restricted Stock under the Plan.
As a condition to this award as of the Annual
Meeting of Shareholders of the Company on April 20,
1998 and as required by Section 4 of the Plan, the
Company and (name) (the "Director"), hereby enter into
this Restricted Stock Agreement and agree to the terms
and conditions as hereinafter set forth:
l. AWARD OF SHARES.
Pursuant to the provisions of the Plan and this
Agreement, the Company awards (shares) Shares (the
"Restricted Stock") of Crane Co. Common Stock, par
value $1.00 (the "Common Stock") to the Director.
2. VESTING.
(a) The award of Restricted Stock is forfeitable
if the Director ceases to remain a member of the
Board of Directors prior to the 1999 Annual
Meeting, except in the case of death or
disability, which disability renders the Director
unable to continue to serve the Company or upon a
Change-in-Control as defined in Paragraph 5(b) of
the Plan. In the event of death or disability, an
allocated portion of the award for the year of
death or disability, based on the number of full
months of service, shall become non-forfeitable
and distributable as of the date of such death or
disability.
(b) Notwithstanding anything else herein, all
Restrictions on the Restricted Stock shall lapse
in the event of a "Change-in-Control" as defined
in Paragraph 5(b) of the Plan.
<PAGE>
3. RESTRICTIONS.
No Restricted Stock may be sold or transferred
(including, without limitation, transfer by gift or
donation) during the period ending on the fifth
anniversary of the date of the award, or on the
departure or resignation of the Director from the
Board of Directors, whichever is earlier (the
"Restrictions"), except with regard to Restricted
Stock which vests as a result of death or
disability or upon a Change-in-Control as defined
in Section 5(b) of the Plan, at which time all
Restrictions shall lapse. Until such time as the
risk of forfeiture lapses or the Restricted Stock
is forfeited, the Director shall have the right to
vote and to receive dividends on and other
distributions with respect to the Restricted Stock
and at such time as the risk of forfeiture lapses,
the Director's Restricted Stock will have all the
rights of any other Common Stock.
4. STOCK CERTIFICATES.
(a) Certificates for shares issued under this
Agreement shall bear the following legend:
"The shares represented by this
certificate have been issued under, and are
subject to certain terms and conditions
(including those relating to forfeiture and
restrictions on sale or transfer) contained in
the Crane Co. 1998 Non-Employee Director
Restricted Stock Plan and an Agreement entered
into between the registered owner and Crane
Co. Copies of the Plan and Agreement are on
file in the offices of Crane Co., 100 First
Stamford Place, Stamford, Connecticut 06902."
(b) 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 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.
(c) Prior to termination of the Restrictions, the
certificates for the shares awarded pursuant to the
Plan will be held by the Company's Treasurer in
custody for the Director.
<PAGE>
5. COVENANTS.
(a) The Director agrees to be bound by all terms
and provisions of the Plan, receipt of a copy of
which is acknowledged by the Director's signature
below, and all such provisions shall be deemed a
part of this Agreement for all purposes.
(b) The Director agrees to provide the Company,
when and if requested, with any information or
documentation which the Company believes necessary
or advisable in connection with the administration
of the Plan, including data required to assure
compliance with the requirements of the Securities
and Exchange Commission, of any stock exchange upon
which the Common Stock is then listed, or of any
applicable federal, state or other law.
(c) The Director agrees, upon due notice and
demand, to promptly pay to the Company the cash
amount of any taxes which are required to be
withheld by the Company either at the time of lapse
of the Restrictions or at the time of award (where
the Director duly elects to be taxed at such
earlier time); provided that, anything contained
herein to the contrary notwithstanding, the
Committee may accept shares of Common Stock
received in connection with the award being taxed
or otherwise previously acquired in satisfaction of
withholding requirements.
6. ADMINISTRATION AND INTERPRETATION OF PLAN AND
AGREEMENT.
In the event of any conflict between the terms
herein and those of the Plan, the provisions of the
Plan shall prevail.
The Committee which has been appointed by the Board
of Directors as required by the Plan (the
"Committee") shall have full authority and
discretion, subject only to the terms of the Plan,
to decide all matters relating to the
administration or interpretation of the Plan and
this Agreement thereunder, (including, but not
limited to, determinations of disability under
Section 2(a) hereof) and all such action by the
Committee shall be final, conclusive, and binding
upon the Company and the Director.
This Restricted Stock Agreement is issued pursuant
to, and shall be governed by, the laws of the State
of Delaware. There have been no representations
other than those contained herein.
<PAGE>
7. AMENDMENT OR DISCONTINUANCE.
The Company may at any time amend, rescind or
terminate the Plan, as it shall deem advisable;
provided, however, that no change may be made in
Awards theretofore granted under the Plan which
would impair a Director's rights without his
consent.
CRANE CO.
By:_________________
Chairman and Chief Executive Officer
__________________
(name)
Date: _____________
<PAGE>
Exhibit 5.1
April 20, 1998
Crane Co.
100 First Stamford Place
Stamford, CT 06902
Gentlemen:
Reference is made to the Registration Statement
on Form S-8, to be filed contemporaneously herewith
under the Securities Act of 1933 by Crane Co. (the
"Registrant") relating to 50,000 shares of Common
Stock, par value $1.00 per share ("Common Stock"), of
the Registrant to be issued under the Crane Co. 1998
Non-Employee Director Restricted Stock Plan (the
"Plan").
In connection with such filing, the undersigned
has examined copies of the following:
1. The Certificate of Incorporation of the
Registrant and all amendments thereto as in existence
and as filed with the Secretary of State of the State
of Delaware.
2. The By-Laws of the Registrant.
3. The Minutes of meetings of the Board of
Directors and of the Shareholders of the Registrant
adopting and ratifying the Plan.
4. The Crane Co. 1998 Non-Employee Director
Restricted Stock Award Plan.
5. The form of Restricted Stock Agreement
under the Plan.
6. The Registration Statement to which this
Document is an exhibit.
Based on the foregoing documents and upon
examination of such other records, documents and
matters of law as deemed necessary, the undersigned is
of the opinion that:
1. The Registrant is a corporation duly
organized and validly existing under the
laws of the State of Delaware.
<PAGE>
2. The 50,000 shares of Common Stock of the
Registrant authorized for issuance under
the Plan have been duly authorized, and
such shares, when issued by the Registrant
in accordance with the terms and conditions
of the Plan, will be validly issued, fully
paid, nonassessable and, subject to the
provisions of the Plan and the various
Restricted Stock Agreements with respect to
the lapse of restrictions thereon, freely
transferable.
The undersigned beneficially owns 30,727 shares
of the Registrant's Common Stock, including 30,300
restricted shares, and holds options for 42,500 shares
of Common Stock under the Crane Co. Stock Option Plan.
The undersigned hereby consents to the filing of this
opinion as an exhibit to the Registration Statement and
to the use of the undersigned's name under the caption
"Legal Opinion" in any prospectus materials to be used
in connection therewith.
Very truly yours,
/s/ Augustus I. duPont
<PAGE> EXHIBIT
23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in
this Registration Statement of Crane Co. on Form S-8
related to the Crane Co. 1998 Non-Employee Director
Restricted Stock Award Plan of our reports dated
January 21, 1998, appearing in and incorporated by
reference in the Annual Report on Form 10-K of Crane
Co. for the year ended December 31, 1997 and to the
reference to us under the heading "Experts" in the
Prospectus which is a part of this Registration
Statement.
/s/DELOITTE & TOUCHE LLP
Stamford, Connecticut
April 20, 1998
