SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15 (d) of the
Securities and Exchange Act of 1934
For the period from January 1, 1997 to December 30, 1997
A. Full title of the plan and the address of the plan if
different from that of the issuer named below:
ELDEC CORPORATION AND INTERPOINT CORPORATION
DEFERRED INCOME PLAN
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
CRANE CO.
100 First Stamford Place
Stamford, Connecticut 06902
<PAGE>
<TABLE>
ELDEC CORPORATION AND INTERPOINT CORPORATION DEFERRED INCOME PLAN
TABLE OF CONTENTS
<S> <C>
Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS
Statements of Net Assets Available for
Benefits as of December 30, 1997 and
December 31, 1996 2
Statements of Changes in Net Assets
Available for Benefits for the Period
From January 1, 1997 to December 30, 1997
And year Ended December 31, 1996 3
Notes to Financial Statements 4
</TABLE>
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 30, 1997 AND FOR THE PERIOD
FROM JANUARY 1, 1997 TO DECEMBER 30, 1997
Item 27a - Schedule of Assets Held for Investment Purposes
Item 27d - Schedule of Reportable Transactions
<PAGE>
INDEPENDENT AUDITORS' REPORT
ELDEC CORPORATION AND INTERPOINT CORPORATION DEFERRED INCOME PLAN:
We have audited the accompanying statements of net assets available for
benefits of ELDEC Corporation and Interpoint Corporation Deferred
Income Plan & Trust (formerly ELDEC Corporation Deferred Income Plan
and Trust) (the Plan) as of December 30, 1997 and December 31, 1996,
and the related statements of changes in net assets available for
benefits for the period from January 1, 1997 to December 30, 1997 and
the year ended December 31, 1996. These financial statements are the
responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all
material respects, the net assets available for benefits of the Plan as
of December 30, 1997 and December 31, 1996, and the changes in net
assets available for benefits for the period from January 1, 1997 to
December 30, 1997 and the year ended December 31, 1996, in conformity
with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The accompanying
schedules of (1) assets held for investment purposes as of December 30,
1997 and (2) reportable transactions for the period ended December 30,
1997 are presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These schedules are the responsibility of the
Plan's management. Such schedules have been subjected to the auditing
procedures applied in our audit of the basic 1997 financial statements
and, in our opinion, are fairly stated in all material respects when
considered in relation to the basic 1997 financial statements taken as
a whole.
Deloitte & Touche LLP
Seattle, Washington
July 10, 1998
1
<PAGE>
ELDEC CORPORATION AND INTERPOINT CORPORATION DEFERRED INCOME PLAN
<TABLE>
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 30, 1997 AND DECEMBER 31, 1996
<S> <C> <C>
1997 1996
ASSETS
Cash and cash equivalents $1,852 $2,256
INVESTMENTS, AT FAIR VALUE:
Mutual funds $26,772,200 $18,856,518
Common and collective funds 3,589,008 3,666,016
Crane Co. common stock 2,291,924 563,760
Participant notes receivable 843,358 825,701
Total investments 33,496,490 23,911,995
RECEIVABLES:
Employer contribution receivable
(Crane Co. Stock Fund) 41,094 26,884
Employee contributions 132,895 95,595
Accrued interest receivable 0 6,777
Total receivables 173,989 129,256
NET ASSETS AVAILABLE FOR BENEFITS $ 33,672,331 $ 24,043,507
See notes to financial statements.
</TABLE>
2
<PAGE>
ELDEC CORPORATION AND INTERPOINT CORPORATION DEFERRED INCOME PLAN
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE PERIOD
FROM JANUARY 1, 1997 TO DECEMBER 30, 1997 AND YEAR ENDED DECEMBER 31,1996
<S> <C> <C>
1997 1996
CONTRIBUTIONS:
Employee $ 3,925,106 $ 2,548,033
Employer (Crane Co. Stock Fund) 1,176,638 582,807
Total contributions 5,101,744 3,130,840
EARNINGS ON INVESTMENTS:
Interest and dividends 388,350 361,318
Net appreciation in fair value of
investments 6,110,165 3,062,819
Total earnings on investments 6,498,515 3,424,137
DISTRIBUTIONS TO PARTICIPANTS (2,197,442)
(1,904,958)
ADMINISTRATIVE EXPENSE AND OTHER (68,024)
(66,477)
$ 1,971,435 $ 2,265,466
NET INCREASE IN NET ASSETS AVAILABLE
FOR BENEFITS 9,628,824 4,289,511
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of period 24,043,507 19,753,996
NET ASSETS AVAILABLE FOR BENEFITS
End of period $33,672,331 $24,043,507
See notes to financial statements.
</TABLE>
3
<PAGE>
ELDEC CORPORATION AND INTERPOINT CORPORATION DEFERRED INCOME PLAN
Notes to Financial Statements For the Period from January 1, 1997 to
December 30, 1997 and Year Ended December 31, 1996
1. DESCRIPTION OF THE PLAN
The following description of the ELDEC Corporation Deferred Income Plan
& Trust (formerly ELDEC Corporation Deferred Income Plan and Trust)(the
Plan) provides only general information. Participants should refer to
the Plan document for more complete information regarding the Plan's
provisions.
General: The Plan is a defined contribution plan covering
substantially all employees of ELDEC Corporation (the Corporation).
The Corporation is a wholly-owned subsidiary of Crane Co. Effective
January 1, 1997, all employees of Interpoint Corporation
(Interpoint), also a wholly owned subsidiary of Crane Co., were
eligible to participate in the Plan. The Plan is subject to the
terms of the Employee Retirement Income Security Act of 1974 (ERISA).
During 1997 the Plan's year end was changed to December 30 from
December 31.
Contributions: Each year, participants may elect to contribute and
defer between 1% and 15% of pretax annual compensation as defined by
the Plan. Such employee contributions may not exceed the maximum
allowable contribution under IRC regulations. Participants may also
contribute amounts representing distributions from other qualified
defined benefit or contribution plans. Prior to June 30, 1996,
ELDEC Corporation matched 25% of each participant's contribution, up
to 6% of the participant's salary. Effective July 1, 1996, the
Corporation increased the match to 50% of each participant's
contribution, up to 6% of the participant's salary, made in the form
of common stock of Crane Co.
Participant accounts: Each participant's account is credited with
the participant's contributions and allocations of the Corporation's
matching contribution and Plan earnings and charged with an
allocation of management fees not paid by the Corporation.
Vesting: A participant's deferred income contribution account and
Corporation matching contributions are 100% vested and nonforfeitable
at all times.
Participant notes receivable: Actively employed participants may
borrow from their fund accounts a minimum of $1,000 up to a maximum
equal to the lesser of $50,000 or 50% of their account balance. Loan
terms, subject to approval by the Administration Committee (the
Committee), range from 1 to 5 years, or up to 15 years for the pur
chase of a primary residence. The interest rate on loans is 1% above
the prime rate offered by Seattle-First National Bank.
Payment of benefits: Upon retirement, disability, termination of
employment or death, a participant or designated beneficiary will
receive a lump sum payment equal to the participant's account
balance. If the participant's account balance is greater than
$5,000, the participant may elect to defer the withdrawal until
reaching the age of 70-1/2.
Plan termination: Although it has not expressed any intent to do so,
the Corporation has the right to terminate the Plan at any time
subject to the provisions of ERISA. In the event the Plan is
terminated, the Plan's assets will be liquidated by the Trustee and
distributed to participants.
4
<PAGE>
Tax Status: The Internal Revenue Service has determined and informed
the Corporation, by a letter dated May 5, 1994, that the Plan is
designed in accordance with applicable sections of the Internal
Revenue Code (IRC). The Plan has been amended and restated since
receiving the determination letter and the Plan Administrator is
currently in the process of filing for a new determination letter.
The Plan Administrator believes the Plan, as amended and restated, is
currently being operated in compliance with the applicable
requirements of the IRC. Therefore, no provision for income taxes has
been recorded.
2. SUMMARY OF ACCOUNTING POLICIES
The following is a summary of the significant accounting and reporting
policies followed in preparation of the financial statements of the
Plan.
Basis of accounting: The financial statements of the Plan are
prepared under the accrual method of accounting.
Cash equivalents: All investments purchased with a maturity of three
months or less have been classified as cash equivalents.
Investment valuation: Investments are stated at fair value based on
quoted market prices. Participant notes receivable are valued at
cost which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis
with the cost basis of securities sold determined by specific
identification.
Dividend income, interest income and realized gains and losses from
investments are recorded as earned on an accrual basis, and allocated
to participant accounts every six months based upon each
participant's proportionate share of assets in each fund. Unrealized
gains and losses are allocated to participants every six months based
on the participant's proportionate share of assets in each fund at
the beginning of the six-month period.
Benefit payments: Benefits are recorded when paid. Benefits payable
to participants included in net assets totaled $71,171 and $676 at
December 30, 1997 and December 31, 1996, respectively. Such amounts
are shown as Plan liabilities in the Form 5500.
Use of estimates: The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of additions to, and deductions from, net assets
during the reporting period. Actual results could differ from those
estimates.
5
<PAGE>
Investment Funds
Plan participants may direct investment of their accounts in any of
several funds in such increments and at such times as designated by the
Committee appointed by the Board of Directors. The investment options
available as of December 30, 1997, are as follows:
U.S. Trust Capital Preservation Fund
Vanguard Wellington Fund
Vanguard Institutional Equity Index Fund
Harbor Fund Capital Appreciation Fund
T. Rowe Price Small Cap Value Fund
American Funds Europacific Growth Fund
Crane Co. Stock Fund
Below are the investments whose fair value individually represented 5
percent or more of the Plan's net assets at the period ended December 30,
1997 and year ended December 31, 1996:
<TABLE>
<S> <C> <C> <C> <C>
1997 1996
Market Value Market
Value
U.S. Trust Company of the Pacific $ $ 3,666,016
Northwest: Capital Preservation Fund 3,589,008
Vanguard Wellington Fund 3,387,051 2,324,659
Vanguard Institutional Equity Index Fund 4,445,618 2,638,116
Harbor Capital Appreciation Fund 11,260,625 8,232,022
T. Rowe Price Small Cap Value Fund 5,476,559 3,720,220
American Funds Europacific Growth Fund 2,202,347 1,941,501
Crane Co. Stock Fund 2,291,924 563,760
</TABLE>
3. PARTIES-IN-INTEREST
The Plan has investments and transactions with parties-in-interest,
those parties being Crane Co. and participants with loan balances.
6
<PAGE>
4. ALLOCATION OF NET ASSETS AVAILABLE FOR BENEFITS
Allocation by fund of net assets available for benefits at December 30,
1997 and December 31, 1996 follows:
<TABLE>
<S> <C> <C>
1997 1996
U.S. Trust Capital Preservation $ 3,606,164 $ 3,679,267
Fund
Vanguard Wellington Fund 3,401,622 2,332,851
Vanguard Institutional Equity Index
Fund 4,467,765 2,650,872
Harbor Capital Appreciation Fund 11,301,711 8,273,557
T. Rowe Price Small Cap Value Fund 5,499,545 3,737,518
American Funds Europacific Growth 2,213,000 1,950,588
Fund
Crane Co. Stock Fund 2,339,166 593,154
Loan Fund 843,358 825,700
$ 33,672,331 $ 24,043,507
</TABLE>
5. INFORMATION RELATED TO CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
The changes in net assets available for benefits by fund for the
period from January 1, 1997 to December 30, 1997 and the year ended
December 31, 1996 were as follows:
<TABLE>
<S> <C> <C>
Employee Contributions:
1997 1996
U.S. Trust Capital Preservation $ 518,574 $ 342,054
Fund
Vanguard Wellington Fund 483,917 281,349
Vanguard Institutional Equity Index
Fund 609,605 315,693
Harbor Capital Appreciation Fund 1,242,650 925,210
T. Rowe Price Small Cap Value Fund 678,458 444,855
Crane Co. Stock Fund 77,515 0
American Funds Europacific Growth 314,387 238,872
Fund
$ 3,925,106 $ 2,548,033
</TABLE>
Net investment income: 1997 1996
U.S. Trust Capital Preservation
Fund $ 215,722 $ 273,873
American Funds 0 1,432
Vanguard Wellington Fund 598,977 358,042
Vanguard Institutional Equity
Index Fund 985,893 458,613
Harbor Capital Appreciation 2,943,266 1,306,998
Fund
T. Rowe Price Small Cap Value 1,049,121 680,136
Fund
Crane Co. Stock Fund 447,165 22,951
American Funds Europacific
Growth Fund 184,574 255,100
Loan Fund 73,797 66,992
$ 6,498,515 $ 3,424,137
7
<PAGE>
<TABLE>
<S> <C> <C>
Benefits Paid to Participants 1997 1996
U.S. Trust Capital Preservation
Fund $ 226,569 $ 1,314,262
Growth Group Fund 0 65,063
American Funds 0 70,258
Vanguard Wellington Fund 251,064 226,027
Vanguard Institutional Equity
Index Fund 138,901 94,868
Harbor Capital Appreciation 780,522 256,200
Fund
T. Rowe Price Small Cap Value 237,948 106,077
Fund
Crane Co. Stock Fund 79,647 12,540
American Funds Europacific
Growth Fund 119,416 52,147
Loan Fund 70,891 0
$ 1,904,958 $ 2,197,442
</TABLE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Administrative Committee of the ELDEC CORPORATION AND
INTERPOINT CORPORATION DEFERRED INCOME PLAN has duly caused this
annual report to be signed by the undersigned thereunto duly
authorized.
ADMINISTRATIVE COMMITTEE OF THE
AMENDED AND RESTATED CRANE CO.
SAVINGS AND INVESTMENT PLAN
Arlan VanKoevering
Arlan VanKeovering
David Neils
David Neils
Linda Wood
Linda Wood
Lynnwood, WA
July 15, 1998
8
<PAGE>
ELDEC CORPORATION AND INTERPOINT CORPORATION DEFERRED INCOME PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 30, 1997
<TABLE>
<S> <C> <C> <C>
Identity of Issue Cost Current
Value
Collective Funds:
U.S. Trust Capital Preservation $ 2,842,644 $ 3,589,008
Fund
Mutual Funds:
Vanguard Wellington Fund 2,987,776 3,387,051
Vanguard Institutional Equity Index
Fund 3,230,081 4,445,618
Harbor Capital Appreciation Fund 9,291,312 11,260,625
T. Rowe Price Small Cap Value Fund 4,358,597 5,476,559
American Funds Europacific Growth 2,080,557 2,202,347
Fund
Crane Co. Stock Fund* (53,066 1,858,929 2,291,924
shares)
Participant notes receivable 843,358 843,358
$ 27,493,254 $ 33,496,490
*Represents a party-in-interest to the plan.
</TABLE>
9
<PAGE>
ELDEC CORPORATION AND INTERPOINT CORPORATION DEFERRED INCOME PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
PERIOD FROM JANUARY 1, 1997 TO DECEMBER 30, 1997
<TABLE>
<S> <C> <C> <C> <C>
<C>
Number Numbe
Purchase of Pur- r of Net
Identity of Issue Price chases Sale Price Sales Cost Gain
or(Loss
)
Series of Transactions
U.S. Trust Co. of
the Pacific NW
Short-Term
Investment Fund $12,296,806 573 $12,296,6 515 $12,296,637 $0
37
U.S. Trust Co. of
the Pacific NW
Capital
Preservation Fund 512,003 51 804,486 31 644,872 159,614
Harbor Capital
Appreciation Fund 3,305,965 48 1,552,843 50 930,494 622,349
T. Rowe Price
Small Cap Value
Fund 1,770,070 51 619,135 29 297,072 322,063
Vanguard
Wellington Fund 1,086,284 50 482,973 30 292,073 190,900
Vanguard
Institutional
Equity Index Fund 1,139,312 53 181,628 35 122,511 59,117
Single
transaction:
Harbor Capital
Appreciation Fund 1,672,999 1
10
</TABLE>
