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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 11, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CRANE CO.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-1952290
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
100 FIRST STAMFORD PLACE
STAMFORD, CONNECTICUT 06902
(203) 363-7300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
AUGUSTUS I. DUPONT
VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
CRANE CO.
100 FIRST STAMFORD PLACE
STAMFORD, CONNECTICUT 06902
(203) 363-7300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED TO BE REGISTERED PER UNIT OFFERING PRICE (1) REGISTRATION FEE (2)
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<S> <C> <C> <C> <C>
Debt Securities ............. $250,000,000 100% $250,000,000 $69,500
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</TABLE>
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(1) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(o). In no event will the aggregate initial
offering price of all Debt Securities issued from time to time pursuant
to this Registration Statement exceed $250,000,000. If any Debt
Securities are issued at an original issue discount, then the offering
price shall be in such greater principal amount as shall result in an
aggregate initial offering price of up to $250,000,000, less the dollar
amount of any Debt Securities previously issued hereunder.
(2) The prospectus included in this Registration Statement also relates to
$50,000,000 in Debt Securities previously registered pursuant to
Registration Statement No. 33-53709. A registration fee of $103,449 was
paid in connection with Registration Statement No. 33-53709, of which
$17,242 related to such securities. In the event that any such previously
registered securities are offered and sold prior to the effective date of
this Registration Statement, the amount of such securities so offered and
sold will not be included in a prospectus hereunder.
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
included in this Registration Statement also relates to the securities of the
Registrant previously registered under the Registrant's Registration Statement
on Form S-3 (No. 33-53709). This Registration Statement constitutes
Post-Effective Amendment No. 1 to the Registrant's Registration Statement on
Form S-3 (No. 33-53709).
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE IN ACCORDANCE WITH SAID SECTION 8(A) OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED.
SUBJECT TO COMPLETION DATED MARCH , 1999
PROSPECTUS
$300,000,000
CRANE CO.
DEBT SECURITIES
We will provide the specific terms of the securities in supplements to
this prospectus. You should read this prospectus and the related supplement
carefully before you invest.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is , 1999
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You should rely only on the information contained in this prospectus,
in any accompanying prospectus supplement and in material we file with the
Securities and Exchange Commission. We have not authorized anyone to provide
you with any different information. We are offering to sell, and seeking offers
to buy, the securities described in the prospectus only where offers and sales
are permitted. The information contained in this prospectus, any prospectus
supplement and ourfilings with the SEC is accurate only as of its date,
regardless of the time of delivery of this prospectus and any prospectus
supplement or of any sale of the securities. In this prospectus, unless we
specifically say otherwise, the terms Crane, we, us and our refer to Crane Co.
and not to any of its subsidiaries.
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TABLE OF CONTENTS
PAGE
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About This Prospectus .................................... 2
Where You Can Find More Information ...................... 2
Forward-Looking Information .............................. 2
About Crane .............................................. 3
Use of Proceeds .......................................... 3
Consolidated Ratio of Earnings to Fixed Charges .......... 3
Description of Debt Securities ........................... 3
Form, Exchange, Registration And Transfer ................ 13
Payment And Paying Agents ................................ 14
Plan of Distribution ..................................... 14
Legal Matters ............................................ 15
Experts .................................................. 15
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed
with the SEC using a "shelf" registration process. Using this process, we may
offer the debt securities described in this prospectus in one or more offerings
with a total initial offering price of up to $300,000,000. This prospectus
provides you with a general description of the debt securities we may offer.
Each time we offer debt securities, we will provide a prospectus supplement
and, if applicable, a pricing supplement. The prospectus supplement and any
pricing supplement will describe the specific terms of that offering. The
prospectus supplement and any pricing supplement may also add to, update or
change the information contained in this prospectus. Please carefully read this
prospectus, the prospectus supplement and any pricing supplement, in addition
to the information contained in the documents we refer to under the next
heading.
WHERE YOU CAN FIND MORE
INFORMATION
We file annual, quarterly and current reports and other information
with the SEC. You may access and read our SEC filings, including the complete
registration statement and all of the exhibits to it, through the SEC's
Internet site at www.sec.gov. This site contains reports, proxy and information
statements and other information regarding issuers that file electronically
with the SEC. You may also read and copy any document we file at the SEC's
public reference room located at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room. Our filings are also available at the offices of the New
York Stock Exchange, 20 Broad Street, New York, NY 10005.
As permitted by SEC rules, the registration statement contains exhibits
and other information that are not contained in this prospectus. Our
descriptions in this prospectus of the provisions of documents filed as
exhibits to the registration statement or otherwise filed with the SEC are only
summaries of the documents' material terms. If you want a complete description
of the content of the documents, you should obtain the documents yourself by
following the procedures described above.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you directly to those documents. The information incorporated by
reference is considered to be part of this prospectus. In addition, information
we file with the SEC in the future will automatically update and supersede
information contained in this prospectus and any accompanying prospectus
supplement. We incorporate by reference the document listed below and any
future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 until we sell all of the securities we
are offering:
o Annual Report on Form 10-K for the fiscal year ended December 31, 1998.
You may request a free copy of these filings, other than exhibits,
unless the exhibits are specifically incorporated by reference into those
documents, by writing or telephoning us at the following address: Crane Co.,
100 First Stamford Place, Stamford, CT 06902, Attention: Corporate Secretary;
(203) 363-7300.
FORWARD-LOOKING INFORMATION
This prospectus contains information about us, some of which is
incorporated by reference from other documents. Our information includes
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are statements other
than historical information or statements about our current condition. You can
identify some forward-looking
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statements by the use of terms such as "believes," "contemplates," "expects,"
"may," "will," "could," "should," "would," or "anticipates," other similar
phrases, or the negatives of these terms.
We have based the forward-looking statements relating to our operations
on our current expectations, estimates and projections about ourselves and the
markets we serve. We caution you that these statements are not guarantees of
future performance and involve risks and uncertainties. In addition, we have
based many of these forward-looking statements on assumptions about future
events that may prove to be inaccurate. Accordingly, our actual outcomes and
results may differ materially from what we have expressed or forecast in the
forward-looking statements. Any differences could result from a variety of
factors, including the following:
o fluctuations in domestic and international business cycles generally and in
end markets for our products such as aerospace, housing, transportation and
petrochemical processing;
o competitive pressures, including the need for technology improvement,
successful new product development and introduction, continued cost
reductions, and any inability to pass increased costs of raw materials to
customers;
o economic instability, currency fluctuation and other risks of doing business
outside of the U.S.;
o our ongoing need to attract and retain highly qualified personnel and key
management;
o our ability to successfully value and integrate acquisition candidates; and
o failure by us or our suppliers or customers to successfully address Year
2000 issues.
ABOUT CRANE
Crane is a diversified manufacturer of engineered industrial products
and the largest American distributor of doors, windows and millwork. Founded in
1855, Crane and its subsidiaries employ over 12,500 people in North America,
Europe, Asia and Australia. Our 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. Crane is a Delaware
corporation and has its principal executive offices at 100 First Stamford
Place, Stamford, CT 06902. Our telephone number is (203) 363-7300.
USE OF PROCEEDS
We will use the net proceeds from the sale of the debt securities for
our general corporate purposes, which may include making additions to our
working capital; repaying indebtedness; making acquisitions; or for any other
purposes we describe in the accompanying prospectus supplement.
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our consolidated ratio of earnings to
fixed charges for the periods indicated:
<TABLE>
<CAPTION>
RATIO OF EARNINGS
TO FIXED CHARGES
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<S> <C>
Year ended
December 31,
1998 .............. 7.54x
1997 .............. 7.06x
1996 .............. 6.02x
1995 .............. 4.71x
1994 .............. 4.06x
</TABLE>
For the purpose of calculating the ratio of earnings to fixed charges,
our earnings consist of income before income taxes and fixed charges. Fixed
charges consist of interest expense and one-third of our rental expense, which
approximates the interest factor.
DESCRIPTION OF DEBT SECURITIES
The debt securities will be either senior or subordinated debt
securities. This section
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summarizes terms of the debt securities that are common to all series, the
covenants of our company applicable to our senior debt securities and the
subordination provisions applicable to our subordinated debt securities. Most
of the financial terms and other specific terms of your debt securities are
described in the prospectus supplement attached to the front of this
prospectus. Those terms may vary from the terms described here. The prospectus
supplement may also describe special federal income tax consequences of the
debt securities.
The debt securities are governed by documents called "indentures." The
indentures are contracts between us and a financial institution acting as the
trustee. The trustee has two main roles. First, the trustee can enforce your
rights against us if we default. There are some limitations on the extent to
which the trustee acts on your behalf, described below on pages 9 and 10 under
"Remedies If an Event of Default Occurs." Second, the trustee performs
administrative duties for us.
The senior debt securities will be issued under an indenture between
Crane and The Bank of New York, as trustee, and the subordinated debt
securities will be issued under an indenture between Crane and The First
National Bank of Chicago, as trustee. The indentures contain substantially the
same terms, except for certain covenants in the indenture for the senior debt
securities and the subordination provisions in the indenture for the
subordinated debt securities.
The indentures contain the full text of the matters described in this
section. The indentures and the debt securities are governed by New York law.
Copies of the indentures have been filed with the SEC and have been
incorporated by reference as exhibits to the registration statement. See "Where
you Can Find More Information" on page 2 for information on how to obtain a
copy. The summary that follows includes references to section numbers of the
indentures so that you can more easily locate these provisions.
Because this section is a summary, it does not describe every aspect of
the debt securities. This summary is subject to and qualified in its entirety
by reference to all the provisions of the indentures, including definitions
used in the indentures. For example, in this section we use capitalized words
to signify defined terms that have been given special meaning in the
indentures. We describe the meaning in detail in the indentures. In the
prospectus and prospectus supplement, we summarize the meaning for only the
more important terms. Whenever we refer to sections or defined terms of the
indentures in this prospectus or in the prospectus supplement, those sections
or defined terms are incorporated by reference here or in the prospectus
supplement. This summary also is subject to and qualified by reference to the
description of the particular terms of your debt securities described in the
prospectus supplement.
GENERAL
We may offer the debt securities from time to time in as many distinct
series as we may choose. All debt securities will be direct, unsecured
obligations of ours. The senior debt securities will have the same rank as all
of our other unsecured and unsubordinated debt. The subordinated debt
securities will be subordinated to Senior Indebtedness as described in the
"Subordination Provisions" section below. Neither indenture limits the amount
of debt that we may issue under that indenture, nor does either indenture limit
the amount of other unsecured debt or securities that we or our subsidiaries
may issue.
Our sources of payment for the debt securities are revenues from our
operations and investments, and cash distributions from our subsidiaries. Our
subsidiaries account for most of our consolidated assets and a significant
portion of our earnings. As a result, our ability to pay our obligations,
including our obligation to make payments on the debt securities, depends upon
our
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subsidiaries repaying investments and advances we have made to them and upon
the earnings of our subsidiaries and their distributing those earnings to us.
Our subsidiaries are separate and distinct legal entities and have no
obligation whatsoever to pay any amounts due on the debt securities or to make
funds available to us. Our subsidiaries' ability to pay dividends or make other
payments or advances to us will depend upon their operating results and will be
subject to applicable laws and contractual restrictions. The indentures do not
limit our subsidiaries' ability to enter into agreements that prohibit or
restrict dividends or other payments or advances to us.
To the extent that we must rely on cash from our subsidiaries to pay
amounts due on the debt securities, the debt securities will be effectively
subordinated to all our subsidiaries' liabilities, including their trade
payables. This means that our subsidiaries must pay all their creditors in full
before their assets are available to pay holders of our debt securities. Even
if we are recognized as a creditor of our subsidiaries, our claim would be
subordinated to any security interests in their assets and also could be
subordinated to all other claims on their assets or earnings.
Other than the restrictions on liens and sale/leaseback transactions
applicable to the senior debt securities described below, the indentures and
the debt securities do not contain any covenants or other provisions designed
to protect holders of the debt securities if we participate in a highly
leveraged transaction. The indentures and the debt securities also do not
contain provisions that give holders of the debt securities the right to
require us to repurchase their debt securities if our credit ratings decline
due to a takeover, recapitalization or similar restructuring or otherwise.
You should look in the prospectus supplement for the following terms of
the debt securities being offered:
o the title of the debt securities and whether such debt securities will be
senior debt securities or subordinated debt securities;
o the total principal amount of such debt securities;
o the price at which such debt securities will be issued;
o the date or dates on which such debt securities will mature and the right,
if any, to extend such date or dates;
o the annual rate or rates, if any, at which such debt securities will bear
interest, and, if the interest rate is variable, the method of determining
such rate;
o the date or dates from which such interest will accrue, the interest payment
dates on which such interest will be payable or the manner of determination
of such interest payment dates and the record dates for the determination of
holders to whom interest is payable on any interest payment dates;
o any redemption, repayment or sinking fund provision;
o the form of such debt securities, including whether we will issue the debt
securities in individual certificates to each holder or in the form of
temporary or permanent global securities held by a depositary on behalf of
holders;
o if the amount of payments of principal of, premium, if any, or interest on
the debt securities may be determined by reference to an index, the manner
in which that amount will be determined; and
o any other terms of the debt securities that will not conflict with the
applicable indenture, including any changes or additions to the events of
default or covenants described in this prospectus, and any terms which may
be required by or advisable under applicable laws or regulations. (Section
2.3)
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Debt securities bearing no interest or interest at a rate that at the
time of issuance is below the prevailing market rate may be sold at a discount
below their stated principal amount. Special federal income tax and other
special considerations applicable to any discounted debt securities or to debt
securities issued at par which are treated as having been issued at a discount
for federal income tax purposes will be described in the applicable prospectus
supplement.
RESTRICTIVE COVENANTS
We have agreed to two principal restrictions on our activities for the
benefit only of holders of the senior debt securities. The restrictive
covenants summarized below will apply to each series of senior debt securities
as long as any of those senior debt securities are outstanding, unless waived,
amended or the prospectus supplement states otherwise.
Capitalized Terms. Definitions of important capitalized terms used
below can be found under "Restrictive Covenants--Certain Definitions Relating to
our Restrictive Covenants" below on page 7.
Restrictions on Liens. Some of our property may be subject to a
mortgage or other legal mechanism that gives some of our lenders preferential
rights in that property over other general creditors, including the direct
holders of the senior debt securities, if we fail to pay them back. These
preferential rights are called "Liens." We agree in the indenture for the
senior debt securities that, with certain exceptions described below, we will
not, and we will not permit any of our Subsidiaries to, become obligated on any
new debt that is secured by a Lien on any of our or our Subsidiaries' property,
unless we or our Subsidiary grant an equal or higher-ranking Lien on the same
property to the direct holders of the senior debt securities and, if we shall
so determine, to the holders of any of our other debt that ranks equally with
the senior debt securities.
(Section 3.9)
We do not need to comply with this restriction if the amount of all of
our debt that would be secured by Liens on our property and all "Attributable
Debt" as described under "Restriction on Sales and Leasebacks," below, that
results from a Sale and Leaseback Transaction involving our property, is not
more than 10% of our Consolidated Net Tangible Assets.
When we calculate the limits imposed by this restriction, we can
disregard the following types of Liens:
o Liens on the property of any of our Subsidiaries, if those Liens existed at
the time the corporation becomes our Subsidiary;
o Liens on property that existed at the time we acquired the property,
including property we may acquire through a merger or similar transaction,
or that we grant in order to purchase the property (sometimes called
"purchase money mortgages");
o Intercompany Liens in favor of us or our wholly owned Subsidiaries;
o Liens in favor of federal or state governmental bodies or any other country
or political subdivision of another country, that we may grant in order to
assure our payments to such bodies that we owe by law or because of a
contract we entered into;
o Liens that extend, renew or replace any of the Liens described above;
o Liens that arise in the ordinary course of business and that relate to
amounts that are not yet due or that we are contesting in good faith;
o Liens that arise under worker's compensation laws or similar laws;
o Liens that arise from lawsuits that we are contesting in good faith,
judgment Liens that are satisfied within 15 days after the imposition of the
Lien becomes unappealable, and Liens incurred by us for the purpose of
securing our discharge from a lawsuit;
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o Liens in favor of a taxing authority for taxes that are not delinquent, that
we can pay without penalty, or that we are contesting in good faith; and
o Other Liens that arise in the ordinary course of our business that are not
incurred in connection with the creation of debt and that do not, in our
opinion, impair the value of the assets encumbered by the Liens.
We are permitted to have as much unsecured debt as we may choose.
Restrictions on Sales and Leasebacks. We agree that we will not and
will not permit our Subsidiaries to enter into any Sale and Leaseback
Transaction involving our property or the property of our Subsidiaries, unless
we comply with this restrictive covenant. A "Sale and Leaseback Transaction"
generally is an arrangement between us and a bank, insurance company or other
lender or investor where we lease a property which was or will be sold by us to
that lender or investor, other than a lease for a period of three years or
less. (Section 3.10)
We can comply with this restrictive covenant in one of two ways:
o We will be in compliance if we could, at the time of the transaction, grant
a Lien on the property to be leased in an amount equal to the Attributable
Debt for the Sale and Leaseback Transaction without being required to grant
an equal or higher-ranking Lien to the direct holders of the senior debt
securities as described above under "Restrictions on Liens."
o We can also comply if the proceeds of the sale of the property are at least
equal to its fair market value and within 90 days of the transaction we
apply an amount equal to the proceeds either to purchase property or to
retire senior debt securities, or any other debt that has a maturity of more
than one year or is by its terms renewable or extendible beyond one year at
our option.
Certain Definitions Relating to our Restrictive Covenants. Following
are summary definitions of the capitalized terms that are important in
understanding the restrictive covenants previously described.
"Attributable Debt" means the total present value of the rental
payments during the remaining term of any lease associated with a Sale and
Leaseback Transaction. To determine that present value, we use a discount rate
equal to the average interest borne by all outstanding senior debt securities
determined on a weighted average basis and compounded semi-annually.
"Consolidated Net Tangible Assets" is thetotal amount of assets after
subtracting all current liabilities and all trade names, trademarks, licenses,
patents, copyrights, goodwill, organizational costs and deferred charges, other
than prepaid items and tangible assets being amortized, as such amounts appear
on our most recent quarterly or annual consolidated balance sheet.
"Subsidiary" means a corporation in which we and/or one or more of our
other Subsidiaries owns at least 50% of the voting stock, which means stock
that ordinarily permits its owners to vote for the election of directors.
(Section 1.1)
SUBORDINATION PROVISIONS
Under the indenture for the subordinated debt securities, payment of
the principal, interest and any premium on the subordinated debt securities
will generally be subordinated to the prior payment in full of all of our
Senior Indebtedness. (Section 12.1)
"Senior Indebtedness" is defined as the principal of, premium, if any,
and interest on, and any other payment due pursuant to, any of the following,
whether outstanding on the date of the indenture for the subordinated debt
securities or incurred or created after that date:
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o our indebtedness for money borrowed;
o all our indebtedness evidenced by notes, debentures, bonds or other
securities, including the senior debt securities;
o all our lease obligations that are capitalized on our books in accordance
with generally accepted accounting principles;
o all indebtedness and all lease obligations of others of the kinds described
above assumed by or guaranteed in any manner by us or in effect guaranteed
by us; and
o all renewals, extensions or refundings of indebtedness, leases or other
obligations of the kinds described above.
None of the indebtedness described above will be part of Senior
Indebtedness, however, if the relevant instrument or lease expressly provides
that such indebtedness, lease, renewal, extension or refunding is subordinate
to any of our other indebtedness, or is not higher-ranking than, or is of an
equal rank with, the subordinated debt securities. Senior Indebtedness also
will not include (i) any of our obligations to any subsidiary of ours or (ii)
indebtedness for trade payables or constituting the deferred purchase price of
assets or services incurred in the ordinary course of business. (Section 1.1)
If and as long as there is a continuing default in the payment of any
Senior Indebtedness after any applicable grace period, we will not make or
agree to make any payments of principal, premium or interest on the
subordinated debt securities, or for any redemption, retirement, purchase,
other acquisition or defeasance of the subordinated debt securities.
Payment of principal and interest on the subordinated debt securities
upon our dissolution, winding up, liquidation or reorganization also will
generally be subordinated to the prior payment in full of all Senior
Indebtedness. As a result, in such an event holders of Senior Indebtedness may
receive more, ratably, and holders of the subordinated debt securities may
receive less, ratably, than our other creditors. (Section 12.2)
Subordination will not prevent the occurrence of any Event of Default
under the indenture for the subordinated debt securities. (Section 12.1)
Upon the effectiveness of any defeasance for a series of subordinated
debt securities as described below under "Defeasance," the series will cease to
be subordinated. (Section 12.8)
If this prospectus is being delivered in connection with a series of
subordinated debt securities, the prospectus supplement or the information
incorporated by reference will set forth the approximate amount of Senior
Indebtedness as of a recent date. As of December 31, 1998, we had approximately
$354.7 million of outstanding debt that would have constituted Senior
Indebtedness and $55.6 million of outstanding indebtedness of Subsidiaries.
Except for the restrictive covenants in the indenture for the senior debt
securities, the indentures do not limit other debt that may be incurred or
issued by us or our subsidiaries or contain financial or similar restrictions
on us or our subsidiaries.
MERGERS AND SIMILAR EVENTS
We are generally permitted to consolidate or merge with another company
or firm. We are also permitted to sell substantially all of our assets.
However, we may not take any of these actions unless the following conditions
are met:
o If we merge out of existence or sell our assets, the other company must be a
corporation organized under the laws of a state or the District of Columbia
or under federal law and it must agree to be legally responsible for the
debt securities.
o The merger, sale of assets or other transaction must not cause a default on
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the debt securities. For purposes of this no default test, a default would
include an Event of Default that has occurred and not been cured, as
described below under "What is an Event of Default?" and would also include
any event that would be an Event of Default if the requirements for giving
us default notice or our default having to exist for a specific period of
time were disregarded. (Section 8.1)
o It is possible that the merger, sale of assets or other transaction would
cause some of our property to become subject to Liens. Under the indenture
for the senior debt securities, we have agreed to limit Liens, as discussed
earlier on pages 6 and 7 under "Restrictive Covenants--Restrictions on
Liens." If a merger or other transaction would create Liens on our property
that are not permitted by that restrictive covenant, we or our successor
would be required to grant an equal or higher-ranking Lien on the same
property to the direct holders of senior debt securities. (Section 3.9)
EVENTS OF DEFAULT
You will have special rights if an Event of Default occurs and is not
cured, as described later in this subsection.
What is an Event of Default? The term "Event of Default" means any of
the following:
o We do not pay interest on a debt security within 30 days of its due date;
o We do not pay the principal of or premium on a debt security on its due
date;
o We do not pay any sinking fund installment on its due date;
o We remain in breach of any other term of the indenture for 60 days after we
receive a notice of default stating we are in breach. The notice must be
sent by either the trustee or holders of 25% of the principal amount of debt
securities of the affected series;
o We file for bankruptcy or certain other events in bankruptcy, insolvency or
reorganization occur; or
o Any other Event of Default described in the prospectus supplement occurs.
Remedies If an Event of Default Occurs. If an Event of Default has
occurred and has not been cured, the trustee or the holders of 25% in principal
amount of the debt securities of the affected series may declare the entire
principal amount of all the debt securities of the affected series to be due
and immediately payable. This is called a "declaration of acceleration of
maturity." Under some circumstances, a declaration of acceleration of maturity
may be canceled by the holders of at least a majority in principal amount of
the debt securities of that series. (Section 4.1)
Except in cases of default, where the trustee has some special duties,
the trustee is not required to take any action under the indentures at the
request of any holders unless the holders offer the trustee reasonable
protection from expenses and liability.
If reasonable protection from expenses and liabilities is provided, the
holders of a majority in principal amount of the outstanding debt securities of
the relevant series may direct the time, method and place of conducting any
lawsuit or other formal legal action seeking any remedy available to the
trustee. The trustee may refuse to follow those directions in some
circumstances. (Section 4.9)
Before you bypass the trustee and bring your own lawsuit or other
formal legal action or take any other steps to enforce your rights or protect
your interests relating to the debt securities, the following must occur:
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o You must give the trustee written notice that an Event of Default has
occurred and remains uncured;
o The holders of 25% in principal amount of all outstanding debt securities of
the affected series must make a written request that the trustee take action
because of the default, and must offer reasonable protection to the trustee
against the cost and other liabilities of taking that action; and
o The trustee must have not taken action for 60 days after receipt of the
above notice and offer of protection. (Section 4.6)
However, you are entitled at any time to bring a lawsuit for the
payment of money due on your debt security on or after its due date. (Section
4.7)
"Street Name" and other indirect holders who are described below on
page 11 should consult their banks or brokers for information on how to give
notice or direction to or make a request of the trustee and to make or cancel a
declaration of acceleration.
We will furnish to the trustee every year a written statement of
certain of our officers certifying that to their knowledge we are in compliance
with the indentures and the debt securities, or else specifying any default.
(Section 3.5)
MODIFICATION AND WAIVER
There are three types of changes we can make to the indentures and the
debt securities.
Changes Requiring Approval of All Holders. First, there are changes
that cannot be made to your debt securities without the approval of every
holder affected by the proposed change. A list of those types of changes
follows:
o Change the due date of the principal or interest on a debt security;
o Reduce any amounts due on a debt security;
o Change the currency of payment on a debt security;
o Impair your right to sue for payment;
o Reduce the percentage of holders of debt securities whose consent is needed
to modify or amend the indentures; and
o Reduce the percentage of holders of debt securities whose consent is needed
to waive compliance with some provisions of the indentures or to waive some
defaults. (Section 7.2)
Changes Requiring Approval of Less Than All Holders. The second type of
change to the indentures and the debt securities is the kind that requires the
approval of less than all holders of the affected series. This category
includes changes that require approval of holders owning either 66 2/3% or, in
some cases, a majority of the outstanding principal amount of the affected
series.
Most changes to the indentures and debt securities cannot be made
without a 66 2/3% vote. (Section 7.2) The same 66 2/3% vote is required to waive
compliance with all or part of the restrictive covenants described above
beginning on page 6. (Section 3.11)
A majority vote is required to waive any default under the indentures,
other than a default that results from the breach of a covenant or other
provision that cannot be amended without the consent of all the holders of the
affected series. (Section 4.10)
Changes Not Requiring Approval of Holders. The third type of change
does not require any vote by holders of debt securities. This type of change is
limited to clarifications and other changes that would not adversely affect
holders of the debt securities. (Section 7.1)
With respect to any vote of holders of debt securities, we will
generally be entitled to set any day as a record date for the purpose of
determining the holders of
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outstanding debt securities that are entitled to vote or take other action
under the indentures. (Section 6.2)
"Street Name" and other indirect holders should consult their banks or
brokers for information on how approval may be granted or denied if we seek to
change the indentures or the debt securities or request a waiver.
DEFEASANCE
When we use the term "defeasance," we mean discharge from some or all
of our obligations under an indenture. If we deposit with the trustee funds or
government securities sufficient to make payments on a series of debt
securities on their due dates, then, at our option, one of the following will
occur:
o We will be discharged from our obligations with respect to the debt
securities of that series (called legal defeasance); or
o We will no longer have to comply with the restrictive covenants under the
indenture, and the related events of default will no longer apply to us
(called covenant defeasance).
In the case of legal defeasance of a series of debt securities, the
direct holders of that series of debt securities will not be entitled to the
benefits of the indenture. You would have to rely solely on the funds deposited
with the trustee for repayment of the debt securities. In the unlikely event of
a shortfall in those funds, you could not look to us for repayment. (Section
9.3) The funds deposited with the trustee, however, would most likely be
protected from claims of our lenders and other creditors if we ever became
bankrupt or insolvent. You would also be released from the subordination
provisions of the subordinated debt securities described above under
"Subordination Provisions" on page 7.
In the case of covenant defeasance of a series of debt securities, we
would still be obligated to pay principal, premium, if any, and interest on the
debt securities of the affected series. You would lose the protection of the
restrictive covenants described above under "Restrictive Covenants" and our
obligations described above under "Merger and Similar Events," but you would
have the added protection of having money and securities set aside in trust to
repay the debt securities. If there were a shortfall in the trust deposit, you
could still look to us for repayment of the debt securities. Depending on the
event causing the default, however, you may not be able to obtain payment of
the shortfall. You would also be released from the subordination provisions of
the subordinated debt securities described earlier under "Subordination
Provisions" on page 7. (Section 9.4)
We will be required to deliver to the trustee an opinion of counsel
that the deposit and related defeasance would not cause the holders of the
affected series of debt securities to recognize income, gain or loss for
federal income tax purposes. If we elect legal defeasance, that opinion must be
based on a ruling from the IRS or a change in tax law to that effect. (Section
9.5)
"STREET NAME" AND OTHER INDIRECT HOLDERS
Investors who hold securities in accounts at banks or brokers will
generally not be recognized by us as legal holders of debt securities. This is
called holding in "Street Name." Instead, we would recognize only the bank or
broker, or the financial institution the bank or broker uses to hold its
securities. These intermediary banks, brokers and other financial institutions
pass along principal, interest and other payments on the debt securities,
either because they agree to do so in their customer agreements or because they
are legally required to. If you hold debt securities in "Street Name," you
should check with your own institution to find out:
o How it handles payments and notices;
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o Whether it imposes fees or charges;
o How it would handle voting if applicable;
o Whether and how you can instruct it to send you debt securities registered
in your own name so you can be a direct holder as described below; and
o If applicable, how it would pursue rights under the debt securities if there
were a default or other event triggering the need for holders to act to
protect their interests.
DIRECT HOLDERS
Our obligations, as well as the obligations of the trustees under the
indentures and those of any third parties employed by us or the trustees, run
only to persons who are registered as holders of debt securities. As noted
above, we do not have obligations to you if you hold in "Street Name" or other
indirect means, either because you choose to hold debt securities in that
manner or because the debt securities are issued in the form of global
securities as described below. For example, once we make payment to the
registered holder, we have no further responsibility for the payment even if
that holder is legally required to pass the payment along to you as a "Street
Name" customer but does not do so.
GLOBAL SECURITIES
What is a Global Security? A global security is a special type of
indirectly held debt security as described above under "`Street Name' and Other
Indirect Holders." If we choose to issue debt securities in the form of global
securities, the ultimate beneficial owners can only be indirect holders. We do
this by requiring that the global security be registered in the name of a
financial institution we select and by requiring that the debt securities
included in the global security not be transferred to the name of any other
direct holder unless the special circumstances described below occur. The
financial institution that acts as the sole direct holder of the global
security is called the "depositary." Any person wishing to own a debt security
must do so indirectly by virtue of an account with a broker, bank or other
financial institution that in turn has an account with the depositary. The
prospectus supplement indicates whether your series of debt securities will be
issued only in the form of global securities and, if so, describes the specific
terms of the arrangement with the depositary.
Special Investor Considerations for Global Securities. As an indirect
holder, an investor's rights relating to a global security will be governed by
the account rules of the investor's financial institution and of the
depositary, as well as general laws relating to securities transfers. We do not
recognize this type of investor as a holder of securities and instead deal only
with the depositary that holds the global security.
An investor should be aware that if securities are issued only in the
form of global securities:
o The investor cannot get debt securities registered in his or her own name;
o The investor cannot receive physical certificates for his or her interest in
the debt securities;
o The investor will be a "Street Name" holder and must look to his or her own
bank or broker for payments on the debt securities and protection of his or
her legal rights relating to the debt securities. See " `Street Name' and
Other Indirect Holders"on page 11;
o The investor may not be able to sell interests in the debt securities to
some insurance companies and other institutions that are required by law to
own their securities in the form of physical certificates; and
o The depositary's policies will govern payments, transfers, exchange and
other matters relating to the investor's interest
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in the global security. We and the trustees have no responsibility for any
aspect of the depositary's actions or for its records of ownership interests
in the global security. We and the trustees also do not supervise the
depositary in any way.
Special Situations When Global Security Will be Terminated. In a few
special situations, the global security will terminate and interests in it will
be exchanged for physical certificates representing debt securities. After that
exchange, the choice of whether to hold debt securities directly or in "Street
Name" will be up to the investor. Investors must consult their own bank or
brokers to find out how to have their interests in debt securities transferred
to their own name, so that they will be direct holders. The rights of "Street
Name" investors and direct holders in the debt securities have been previously
described in subsections entitled " `Street Name' and Other Indirect Holders"
and "Direct Holders" on page 11.
The special situations for termination of a global security are:
o When the depositary notifies us that it is unwilling, unable or no longer
qualified to continue as depositary and we do not appoint a successor
depositary.
o When an Event of Default on the debt securities has occurred and has not
been cured.
o At any time if we decide to terminate a global security.
The prospectus supplement may also list additional situations for
terminating a global security that would apply only to the particular series of
securities covered by the prospectus supplement. When a global security
terminates, only the depositary is responsible for deciding the names of the
institutions that will be the initial direct holders.
FORM, EXCHANGE, REGISTRATION
AND TRANSFER
We will issue the debt securities in registered form, without interest
coupons, and, unless we inform you otherwise in
the prospectus supplement, only in denominations of $1,000 and multiples of
$1,000. We will not charge a service charge for any registration of transfer or
exchange of the debt securities. We may, however, require the payment of any
tax or other governmental charge payable for that registration.
Debt securities of any series will be exchangeable for other debt
securities of the same series, the same total principal amount and the same
terms but in different authorized denominations in accordance with the
applicable indenture. Holders may present debt securities for registration of
transfer at the office of the security registrar or any transfer agent we
designate. The security registrar or transfer agent will effect the transfer or
exchange when it is satisfied with the documents of title and identity of the
person making the request.
We have appointed the trustee under each indenture as security
registrar for the debt securities issued under that indenture. If the
prospectus supplement refers to any transfer agents initially designated by us,
we may at any time rescind that designation or approve a change in the location
through which any transfer agent acts. We are required to maintain an office or
agency for transfers and exchanges in each place of payment. We may at any time
designate additional transfer agents for any series of debt securities.
In the case of any redemption, neither the security registrar nor the
transfer agent will be required to register the transfer or exchange of any
debt security during a period beginning 15 business days prior to the mailing
of the relevant notice of redemption and ending on the close of business on the
day of mailing of the notice, except the unredeemed portion of any debt
security being redeemed in part.
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PAYMENT AND PAYING AGENTS
Unless we inform you otherwise in the prospectus supplement:
o Payments on the debt securities will be made in U.S. dollars by check mailed
to the holder's registered address or, with respect to global debt
securities, by wire transfer;
o We will make interest payments to the person in whose name the debt security
is registered at the close of business on the record date for the interest
payment; and
o The trustee under each indenture will be designated as our paying agent for
payments on debt securities issued under that indenture. We may at any time
designate additional paying agents or rescind the designation of any paying
agent or approve a change in the office through which any paying agent acts.
Subject to the requirements of any applicable abandoned property laws,
the trustee and paying agent will pay to us upon written request any money held
by them for payments on the debt securities that remain unclaimed for two years
after the date when the payment was due. After payment to us, holders entitled
to the money must look to us for payment. In that case, all liability of the
trustee or paying agent with respect to that money will cease.
(Section 9.8)
PLAN OF DISTRIBUTION
We may sell the debt securities (a) through underwriters or dealers,
(b) directly to purchasers or (c) through agents. The prospectus supplement
will include the following information:
o the terms of the offering;
o the names of any underwriters or agents;
o the purchase price of the debt securities from us;
o the net proceeds to us from the sale of the debt securities;
o any delayed delivery arrangements;
o any underwriting discounts and other items constituting underwriters'
compensation;
o the initial public offering price; and
o any discounts or concessions allowed or reallowed or paid to dealers.
SALE THROUGH UNDERWRITERS OR DEALERS
If we use underwriters in the sale, the underwriters will acquire the
debt securities for their own account. The underwriters may resell the debt
securities from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. Underwriters may offer debt securities to the public
either through underwriting syndicates represented by one or more managing
underwriters or directly by one or more firms acting as underwriters. Unless we
inform you otherwise in the prospectus supplement, the underwriters will be
obligated to purchase all the offered debt securities if they purchase any of
them. The underwriters may change from time to time any initial public offering
price and any discounts or concessions allowed or reallowed or paid to dealers.
During and after an offering through underwriters, the underwriters may
purchase and sell the debt securities in the open market. These transactions
may include overallotment and stabilizing transactions and purchases to cover
syndicate short positions created in connection with the offering. The
underwriters may also impose a penalty bid, whereby selling concessions allowed
to syndicate members or other broker-dealers for the offered debt securities
sold for their account may be reclaimed by the syndicate if such offered debt
securities are repurchased by the syndicate in stabilizing or covering
transactions. These activities may stabilize, maintain or otherwise affect the
market price of the offered debt
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securities, which may be higher than the price that might otherwise prevail in
the open market. If commenced, these activities may be discontinued at any
time.
If we use dealers in the sale of debt securities, we will sell the debt
securities to them as principals. They may then resell those debt securities to
the public at varying prices determined by the dealers at the time of resale.
We will include in the prospectus supplement the names of the dealers and the
terms of the transaction.
DIRECT SALES AND SALES THROUGH AGENTS
We may sell the debt securities directly. In this case, no underwriters
or agents would be involved. We may also sell the debt securities through
agents we designate from time to time. In the prospectus supplement, we will
name any agent involved in the offer or sale of the offered debt securities,
and we will describe any commissions payable by us to the agent. Unless we
inform you otherwise in the prospectus supplement, any agent will agree to use
its reasonable best efforts to solicit purchases for the period of its
appointment.
DELAYED DELIVERY CONTRACTS
If we so indicate in the prospectus supplement, we may authorize
agents, underwriters or dealers to solicit offers from institutions to purchase
debt securities from us at the public offering price under delayed delivery
contracts. These contracts would provide for payment and delivery on a
specified date in the future. The contracts would be subject only to those
conditions described in the prospectus supplement. The prospectus supplement
will describe the commission payable for solicitation of those contracts.
INDEMNIFICATION
We may have agreements with the agents, dealers and underwriters to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act of 1933, or to contribute with respect to payments that the
agents, dealers or underwriters may be required to make.
LEGAL MATTERS
Augustus I. duPont, Esq., our Vice President, General Counsel and
Secretary, will give an opinion on the validity of the debt securities on
behalf of Crane. Davis Polk & Wardwell, New York, New York will give an opinion
on the validity of the debt securities on behalf of the underwriters of the
debt securities. As of March 1, 1999, Mr. duPont beneficially owned 53,819
shares of our common stock and held options to purchase 123,750 shares of our
common stock.
EXPERTS
The consolidated financial statements incorporated in this prospectus
by reference from the company's Annual Report on Form 10-K have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report which is
incorporated herein by reference, and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in
accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses to be incurred by
Crane Co. (the "Company") in connection with the issuance and distribution of
the securities being registered, other than underwriting discounts and
commissions.
<TABLE>
<S> <C>
Registration Fee ......... $ 69,500
Printing ................. 50,000
Accounting Fees .......... 10,000
Legal Fees ............... 25,000
Trustee Fees ............. 8,500
Rating Agency Fees ....... 116,250
Miscellaneous ............ 5,750
--------
Total ......................... $285,000
========
</TABLE>
ITEM 15. 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 breach
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 Delaware 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 being a director or
officer of the corporation if it is determined that the director or the officer
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 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.
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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. In so far
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.
ITEM 16. EXHIBITS.
The following exhibits are filed with or incorporated by reference in this
registration statement:
EXHIBIT NO. DESCRIPTION
----------- -----------
1.1 Form of Underwriting Agreement (incorporated by reference to
Exhibit 1.1 to the Registration Statement on Form S-3 of Crane
(No. 33-53709).
1.2 Form of Distribution Agreement (incorporated by reference to
Exhibit 1.2 to the Registration Statement on Form S-3 of Crane
(No. 33-53709).
4.1 Senior Indenture dated as of April 1, 1991, between Crane Co. and
The Bank of New York, as Trustee (incorporated by reference to
Exhibit 4.1 to the Current Report on Form 8-K of Crane filed on
September 16, 1998).
4.2 Form of Subordinated Indenture between Crane Co. and The First
National Bank of Chicago, as Trustee (incorporated by reference
to Exhibit 4.2 to the Registration Statement on Form S-3 of Crane
Co. (No. 33-53709)).
5.1 Opinion of Augustus I. duPont (filed herewith).
12.1 Statement of Computation of Ratio of Earnings to Fixed Charges
(filed herewith).
23.1 Consent of Augustus I. duPont (included in opinion filed as
Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP (filed herewith).
24.1 Power of Attorney (filed herewith).
25.1 Form T-1 Statement of Eligibility and Qualification under The
Trust Indenture Act of 1939 of The Bank of New York (filed
herewith).
25.2 Form T-1 Statement of Eligibility and Qualification under The
Trust Indenture Act of 1939 of The First National Bank of Chicago
(filed herewith).
II-2
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ITEM 17. UNDERTAKINGS.
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 of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information 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.
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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 hereof.
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
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.
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The undersigned hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus 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.
II-4
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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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Stamford, State of Connecticut, on March 11, 1999.
CRANE CO.
By: /s/ R.S. Evans
------------------------------------
R.S. Evans
Chairman and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE CAPACITY DATE
--------- -------- ----
/s/ R.S. Evans Chairman and Chief March 11, 1999
- ----------------------------- Executive Officer and
R.S. Evans a Director
/s/ David S. Smith Vice President--Finance March 11, 1999
- ----------------------------- and Chief Financial
David S. Smith Officer
/s/ Michael L. Raithel Controller (Principal March 11, 1999
- ----------------------------- Accounting Officer)
Michael L. Raithel
* Director March 11, 1999
- -----------------------------
E. Thayer Bigelow, Jr.
Director , 1999
- -----------------------------
Richard S. Forte
* Director March 11, 1999
- -----------------------------
Dorsey R. Gardner
* Director March 11, 1999
- -----------------------------
William E. Lipner
* Director March 11, 1999
- -----------------------------
Dwight C. Minton
* Director March 11, 1999
- -----------------------------
Charles J. Queenan, Jr.
* Director March 11, 1999
- -----------------------------
James L. L. Tullis
Director , 1999
- -----------------------------
Boris Yavitz
By: /s/ Augustus I. duPont
-------------------------
Augustus I. duPont
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
1.1 Form of Underwriting Agreement (incorporated by reference to
Exhibit 1.1 to the Registration Statement on Form S-3 of Crane
(No. 33-53709).
1.2 Form of Distribution Agreement (incorporated by reference to
Exhibit 1.2 to the Registration Statement on Form S-3 of Crane
(No. 33-53709).
4.1 Senior Indenture dated as of April 1, 1991, between Crane Co. and
The Bank of New York, as Trustee (incorporated by reference to
Exhibit 4.1 to the Current Report on Form 8-K of Crane filed on
September 16, 1998).
4.2 Form of Subordinated Indenture between Crane Co. and The First
National Bank of Chicago, as Trustee (incorporated by reference
to Exhibit 4.2 to the Registration Statement on Form S-3 of Crane
(No. 33-53709)).
5.1 Opinion of Augustus I. duPont (filed herewith).
12.1 Statement of Computation of Ratio of Earnings to Fixed Charges
(filed herewith)
23.1 Consent of Augustus I. duPont (included in opinion filed as
Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP (filed herewith).
24.1 Power of Attorney (filed herewith).
25.1 Form T-1 Statement of Eligibility and Qualification under The
Trust Indenture Act of 1939 of The Bank of New York (filed
herewith).
25.2 Form T-1 Statement of Eligibility and Qualification under The
Trust Indenture Act of 1939 of The First National Bank of Chicago
(filed herewith).
<PAGE>
Exhibit 5.1
March 11, 1999
Crane Co.
100 First Stamford Place
Stamford, Connecticut 06902
Dear Sirs:
As Vice President, General Counsel and Secretary of Crane Co., a
Delaware corporation (the "Company"), I have examined and am familiar with the
Certificate of Incorporation and By-laws of the Company, each as amended to
date. I am also familiar with the corporate proceedings taken by the Board of
Directors of the Company to authorize the filing of the Registration Statement
on Form S-3 (the "Registration Statement") being filed by the Company on the
date hereof with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Securities Act"), with respect to $250,000,000
aggregate initial offering price of its debt securities (the "Debt
Securities"). In connection with the foregoing, I have examined originals, or
copies certified or otherwise identified to my satisfaction, of such other
public and corporate documents, certificates, instruments and corporate
records, and such questions of law, as I have deemed necessary or appropriate
for the purpose of rendering this opinion.
Based upon the foregoing, I am of the opinion that, when the Debt
Securities have been duly authorized by appropriate corporate action and
executed, authenticated and delivered against payment therefor, such Debt
Securities will be validly issued.
Pursuant to the requirements of the Securities Act, I hereby consent
to the filing of this opinion as an exhibit to the Registration Statement
referred to above, including any amendments thereto, and further consent to the
reference to my name under the caption "Legal Matters" in the prospectus which
is a part of the Registration Statement and in any prospectus supplement
relating thereto.
Very truly yours,
/s/ Augustus I. duPont
-----------------------------------
Augustus I. duPont
Vice President, General Counsel and
Secretary
<PAGE>
<TABLE>
CRANE CO. AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(IN $ 000'S EXCEPT RATIO DATA)
- ----------------------------------------------------------------------------------------------------------------------
<CAPTION>
1994 1995 1996 1997 1998
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Earnings Before Income Taxes 91,227 121,468 145,020 175,837 214,641
Add:
Minority Interest - - 23 252 501
Interest Expense 24,171 26,913 23,420 23,817 27,819
Amortization of Debt Discount (OID) 217 246 246 221 166
Portion of Rents Representative of
Interest Factor (1/3) 5,346 5,478 5,148 4,917 4,785
---------------------------------------------------------------------------
120,961 154,105 173,857 205,044 247,912
Fixed Charges:
Interest Expense 24,171 26,913 23,420 23,817 27,819
Amortization of Debt Discount (OID) 217 246 246 221 166
Portion of Rents Representative of
Interest Factor (1/3) 5,346 5,478 5,148 4,917 4,785
Preferred Stock Dividends 69 72 72 71 98
---------------------------------------------------------------------------
29,803 32,709 28,886 29,026 32,868
---------------------------------------------------------------------------
Ratio of Earnings To Fixed Charges 4.06 4.71 6.02 7.06 7.54
---------------------------------------------------------------------------
</TABLE>
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Crane Co. on Form S-3 of our report dated January 20, 1999,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Crane Co. for the year ended December 31, 1998 and to the reference to us under
the heading "Experts" in the Prospectus, which is part of this Registration
Statement.
/s/ Deloitte & Touche LLP
Stamford, Connecticut
March 11, 1999
<PAGE>
POWER OF ATTORNEY
Each of the undersigned directors of Crane Co., a Delaware corporation
(the "Corporation"), does hereby constitute and appoint Augustus I. duPont and
Thomas J. Ungerland, and each of them, as his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead in any and all capacities, to execute and deliver in
his name and on his behalf:
(a) a Registration Statement (with all exhibits thereto) of the
Corporation on Form S-3 or any other appropriate form proposed to be filed
by the Corporation with the Securities and Exchange Commission (the "SEC")
under the Securities Act of 1933, as amended, or any successor thereto (the
"Securities Act") for the purpose of registering under the Securities Act up
to $250,000,000 in aggregate principal amount of unsecured debt obligations
to be issued in one or more series (the "Debt Securities") of the
Corporation consisting of debentures, notes and/or other evidences of
indebtedness, including senior debt securities and subordinated debt
securities;
(b) any and all supplements and amendments (including, without
limitation, post-effective amendments) to such Registration Statement; and
(c) any and all other certificates, letters, reports, statements,
applications and any other documents and instruments in connection with the
registration of the Debt Securities which such attorneys-in-fact and agents,
or any one of them, deem necessary, advisable or appropriate to enable the
Corporation to comply with (i) the Securities Act, the Securities Exchange
Act of 1934, as amended, and the other federal securities laws of the United
States of America and the rules, regulations and requirements of the SEC in
respect of any thereof; (ii) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America; and (iii)
the securities or similar applicable laws of any foreign jurisdiction;
and each of the undersigned hereby grants unto such attorneys-in-fact and
agents, and each of them, or his substitute or substitutes, each and every act
and thing requisite and necessary to be done in and about the premises as fully
to all intents and purposes as he might or could do in person, and does hereby
ratify and confirm as his own acts and deeds all that such attorneys-in-fact and
agents, and each of them, or his substitute or substitutes, shall lawfully do or
cause to be done by virtue hereof. Each one of such attorneys-in-fact and agents
shall have, and may exercise, all of the powers hereby conferred.
<PAGE>
IN WITNESS WHEREOF, the undersigned have hereunto subscribed this power
of attorney this 22nd day of February, 1999.
/s/ E. Thayer Bigelow, Jr.
- ----------------------------- -----------------------------
E. Thayer Bigelow, Jr. Richard S. Forte
/s/ Dorsey R. Gardner /s/ William E. Lipner
- ----------------------------- -----------------------------
Dorsey R. Gardner William E. Lipner
/s/ Dwight C. Minton /s/ C.J. Queenan, Jr.
- ----------------------------- -----------------------------
Dwight C. Minton C.J. Queenan, Jr.
/s/ James L. L. Tullis
- ----------------------------- -----------------------------
James L. L. Tullis Boris Yavitz
<PAGE>
===============================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [ ]
-------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
-------------
CRANE CO.
(Exact name of obligor 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, Connecticut 06902
(Address of principal executive offices) (Zip code)
-------------
Debt Securities
(Title of the indenture securities)
===============================================================================
<PAGE>
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.
- -------------------------------------------------------------------------------
Name Address
- -------------------------------------------------------------------------------
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany,
N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
RULE 7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
C.F.R. 229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains
the authority to commence business and a grant of powers to
exercise corporate trust powers. (Exhibit 1 to Amendment No. 1
to Form T-1 filed with Registration Statement No. 33-6215,
Exhibits 1a and 1b to Form T-1 filed with Registration Statement
No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration
Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
-2-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 8th day of March, 1999.
THE BANK OF NEW YORK
By: /s/ MARY LAGUMINA
---------------------------------------
Name: MARY LAGUMINA
Title: ASSISTANT VICE PRESIDENT
<PAGE>
- -------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
1998, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
ASSETS Dollar Amounts
in Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin .. $3,951,273
Interest-bearing balances............................ 4,134,162
Securities:
Held-to-maturity securities.......................... 932,468
Available-for-sale securities........................ 4,279,246
Federal funds sold and Securities purchased under
agreements to resell................................. 3,161,626
Loans and lease financing receivables:
Loans and leases, net of unearned income ............ 37,861,802
LESS: Allowance for loan and lease losses ........... 619,791
LESS: Allocated transfer risk reserve ............... 3,572
Loans and leases, net of unearned income,
allowance, and reserve............................. 37,238,439
Trading Assets.......................................... 1,551,556
Premises and fixed assets (including capitalized
leases).............................................. 684,181
Other real estate owned................................. 10,404
Investments in unconsolidated subsidiaries and
associated companies................................. 196,032
Customers' liability to this bank on acceptances
outstanding.......................................... 895,160
Intangible assets....................................... 1,127,375
Other assets............................................ 1,915,742
-----------
Total assets............................................ $60,077,664
===========
LIABILITIES
Deposits:
In domestic offices.................................. $27,020,578
Noninterest-bearing.................................. 11,271,304
Interest-bearing..................................... 15,749,274
In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................. 17,197,743
Noninterest-bearing.................................. 103,007
Interest-bearing..................................... 17,094,736
Federal funds purchased and Securities sold under
agreements to repurchase............................. 1,761,170
Demand notes issued to the U.S.Treasury................. 125,423
Trading liabilities..................................... 1,625,632
Other borrowed money:
With remaining maturity of one year or less.......... 1,903,700
With remaining maturity of more than one year
through three years................................ 0
With remaining maturity of more than three years..... 31,639
Bank's liability on acceptances executed and
outstanding.......................................... 900,390
Subordinated notes and debentures....................... 1,308,000
Other liabilities....................................... 2,708,852
-----------
Total liabilities....................................... 54,583,127
===========
EQUITY CAPITAL
Common stock............................................ 1,135,284
Surplus................................................. 764,443
Undivided profits and capital reserves.................. 3,542,168
Net unrealized holding gains (losses) on
available-for-sale securities........................ 82,367
Cumulative foreign currency translation adjustments..... (29,725)
-----------
Total equity capital.................................... 5,494,537
-----------
Total liabilities and equity capital.................... $60,077,664
===========
<PAGE>
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this
Report of Condition and declare that it has been examined by us and to the best
of our knowledge and belief has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal Reserve System and
is true and correct.
---
Thomas A. Reyni |
Gerald L. Hassell | Directors
Alan R. Griffith |
|
---
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) [ ]
------------------
THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
THE FIRST NATIONAL BANK OF CHICAGO
ONE FIRST NATIONAL PLAZA, SUITE 0286
CHICAGO, ILLINOIS 60670-0286
ATTN: LYNN A. GOLDSTEIN, LAW DEPARTMENT (312) 732-6919
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
------------------
CRANE CO.
(EXACT NAME OF OBLIGORS AS SPECIFIED IN THEIR TRUST AGREEMENTS)
DELAWARE 13-1952290
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
100 FIRST STAMFORD PLACE
STAMFORD, CONNECTICUT 06902
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
DEBT SECURITIES
(TITLE OF INDENTURE SECURITIES)
<PAGE>
ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.
Comptroller of Currency, Washington, D.C.; Federal Deposit Insurance
Corporation, Washington, D.C.; The Board of Governors of the Federal
Reserve System, Washington D.C..
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS
STATEMENT OF ELIGIBILITY.
1. A copy of the articles of association of the trustee now in
effect.*
2. A copy of the certificates of authority of the trustee to commence
business.*
3. A copy of the authorization of the trustee to exercise corporate
trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by Section 321(b) of the Act.
<PAGE>
7. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority.
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national
banking association organized and existing under the laws of the United
States of America, has duly caused this Statement of Eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago and State of Illinois, on the 8th day of March, 1999.
THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE
BY /s/ SANDRA L. CARUBA
---------------------------------
SANDRA L. CARUBA
VICE PRESIDENT
* EXHIBIT 1, 2, 3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS BEARING
IDENTICAL NUMBERS IN ITEM 16 OF THE FORM T-1 OF THE FIRST NATIONAL BANK OF
CHICAGO, FILED AS EXHIBIT 25 TO THE REGISTRATION STATEMENT ON FORM S-3 OF U S
WEST CAPITAL FUNDING, INC., FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
MAY 6, 1998 (REGISTRATION NO. 333-51907-01).
<PAGE>
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
March 8, 1999
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
In connection with the qualification of the Indenture by and between Crane Co.
and The First National Bank of Chicago, as Trustee, the undersigned, in
accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended,
hereby consents that the reports of examinations of the undersigned, made by
Federal or State authorities authorized to make such examinations, may be
furnished by such authorities to the Securities and Exchange Commission upon its
request therefor.
Very truly yours,
THE FIRST NATIONAL BANK OF CHICAGO
BY: /s/ SANDRA L. CARUBA
---------------------------------------
SANDRA L. CARUBA
VICE PRESIDENT
<PAGE>
EXHIBIT 7
<TABLE>
Legal Title of Bank: The First National Bank of Chicago Call Date: 12/31/98 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 1998
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS C400
--------------------------- ----
ASSETS
<S> <C> <C> <C>
1. Cash and balances due from depository institutions (from Schedule
RC-A): RCFD
a. Noninterest-bearing balances and currency and coin(1).......... 0081 5,585,982 1.a
b. Interest-bearing balances(2)................................... 0071 4,623,842 1.b
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A)...... 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D)... 1773 11,181,405 2.b
3. Federal funds sold and securities purchased under agreements to
resell ........................................................... 1350 9,853,544 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RCFD
RC-C).......................................................... 2122 31,155,998 4.a
b. LESS: Allowance for loan and lease losses...................... 3123 411,963 4.b
c. LESS: Allocated transfer risk reserve.......................... 3128 3,884 4.c
d. Loans and leases, net of unearned income, allowance, and RCFD
reserve (item 4.a minus 4.b and 4.c)........................... 2125 30,740,151 4.d
5. Trading assets (from Schedule RD-D)............................... 3545 7,635,778 5.
6. Premises and fixed assets (including capitalized leases).......... 2145 739,925 6.
7. Other real estate owned (from Schedule RC-M)...................... 2150 4,827 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M).................................... 2130 202,359 8.
9. Customers' liability to this bank on acceptances outstanding 2155 269,516 9.
10. Intangible assets (from Schedule RC-M)............................ 2143 291,665 10.
11. Other assets (from Schedule RC-F)................................. 2160 3,071,912 11.
12. Total assets (sum of items 1 through 11).......................... 2170 74,200,906 12.
</TABLE>
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE>
<TABLE>
Legal Title of Bank: The First National Bank of Chicago Call Date: 12/31/98 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
SCHEDULE RC-CONTINUED
<CAPTION>
DOLLAR AMOUNTS IN
THOUSANDS
---------
LIABILITIES
<S> <C> <C> <C>
13. Deposits:
a. In domestic offices (sum of totals of columns A and C RCON
from Schedule RC-E, part 1)................................. 2200 22,524,140 13.a
(1) Noninterest-bearing(1) ................................. 6631 10,141,937 13.a1
(2) Interest-bearing....................................... 6636 12,382,203 13.a2
b. In foreign offices, Edge and Agreement subsidiaries, and RCFN
IBFs (from Schedule RC-E, part II).......................... 2200 19,691,237 13.b
(1) Noninterest bearing..................................... 6631 408,126 13.b1
(2) Interest-bearing........................................ 6636 19,283,111 13.b2
14. Federal funds purchased and securities sold under agreements
to repurchase: ................................................ RCFD 2800 9,113,686 14
15. a. Demand notes issued to the U.S. Treasury ................... RCON 2840 120,599 15.a
b. Trading Liabilities(from Sechedule RC-D).................... RCFD 3548 6,797,927 15.b
16. Other borrowed money: RCFD
a. With original maturity of one year or less.................. 2332 5,385,355 16.a
b. With original maturity of more than one year............... A547 327,126 16.b
c. With original maturity of more than three years............. A548 316,411 16.c
17. Not applicable
18. Bank's liability on acceptance executed and outstanding........ 2920 269,516 18.
19. Subordinated notes and debentures.............................. 3200 2,400,000 19.
20. Other liabilities (from Schedule RC-G) ..................... 2930 2,137,443 20.
21. Total liabilities (sum of items 13 through 20)................. 2948 69,083,440 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus.................. 3838 0 23.
24. Common stock................................................... 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock)....... 3839 3,201,435 25.
26. a. Undivided profits and capital reserves ................... 3632 1,695,446 26.a
b. Net unrealized holding gains (losses) on available-for-sale
securities.................................................. 8434 6,349 26.b
27. Cumulative foreign currency translation adjustments ......... 3284 13,378 27.
28. Total equity capital (sum of items 23 through 27) ......... 3210 5,117,466 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28).......................... 3300 74,200,906 29.
</TABLE>
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number -----------
of the statement below that best describes N/A Number
the most comprehensive level of auditing work M.1.
performed for the bank by independent -----------
external auditors as of any date during 1996 .......... RCFD 6724
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
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(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
