SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15 (d) of the
Securities and Exchange Act of 1934
For the year ended December 30, 1999
A. Full title of the plan and the address of the plan if different from that
of the issuer named below:
AMENDED AND RESTATED CRANE CO. SAVINGS
AND INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
CRANE CO.
100 First Stamford Place
Stamford, Connecticut 06902
<PAGE>
<TABLE>
AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN
TABLE OF CONTENTS
<S> <C>
Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS
Statements of Net Assets Available for
Benefits as of December 30, 1999 and 1998 2
Statements of Changes in Net Assets
Available for Benefits for the years ended
December 30, 1999 and December 30,1998 3
Notes to Financial Statements 4
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1999 AND FOR THE YEAR ENDED
DECEMBER 31, 1998
Schedule H - Schedule of Assets Held for
Investment Purposes 12
Schedule H - Schedule of Reportable Transactions 13
Exhibit 1 - Trust Agreement with Prudential
Trust Company 14
Exhibit 23.1 - Consent of Independent Auditors 24
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
Amended and Restated Crane Co. Savings and Investment Plan:
We have audited the accompanying statements of net assets available for benefits
of the Amended and Restated Crane Co. Savings and Investment Plan (the "Plan")
as of December 30, 1999 and 1998 and the related statements of changes in net
assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 30,
1999, and 1998, and the changes in its net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of (1) assets held for investment purposes as of December 30, 1999 and (2)
reportable transactions for the year ended December 30, 1999 are presented for
the purpose of additional analysis and are not a required part of the basic
financial statements, but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These schedules are the
responsibility of the Plan's management. Such schedules have been subjected to
the auditing procedures applied in our audit of the basic 1999 financial
statements and, in our opinion, are fairly stated in all material respects when
considered in relation to the basic 1999 financial statements taken as a whole.
Deloitte & Touche LLP
Stamford, Connecticut
June 20, 2000
1
<PAGE>
AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN
<TABLE>
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AT
DECEMBER 30, 1999 AND 1998
<S> <C> <C>
1999 1998
---- ----
ASSETS
INVESTMENTS, AT FAIR VALUE:
Vanguard Money Market Reserves -
Prime Portfolio $ - $ 8,834,639
Vanguard Retirement Savings Trust - 14,720,682
Vanguard/Windsor II - 38,685,366
Vanguard/Wellington Fund - 13,032,583
Vanguard/Morgan Growth Fund - 9,030,654
Vanguard Fixed Income Securities -
Long-Term Corporate Portfolio - 3,403,946
Vanguard Index Trust - 500 Portfolio - 6,349,975
Vanguard/PRIMECAP Fund - 4,682,986
Crane Co. Stock Fund 36,230,249 68,330,914
Huttig Stock Fund 1,866,532 -
Prudential Jennison Growth Fund Z 18,173,787 -
Prudential Stock Index Z 9,174,765 -
Norwest Stable Value Fund 21,060,713 -
Fidelity Advisors Growth Opportunities T 24,803,025 -
Oppenheimer Enterprise A 204,215 -
Putnam International Growth A 129,501 -
Dreyfus Premier Balanced Fund A 8,937,737 -
Loan Fund 3,515,807 4,572,335
----------- -----------
Total investments 124,096,331 171,644,080
----------- -----------
RECEIVABLES:
Company contributions (Crane Co. Stock Fund) - 318,967
Employee contributions 881,182 1,045,525
Employee loan payments 277,525 163,498
--------- ---------
Total receivables 1,158,707 1,527,990
----------- -----------
Total assets 125,255,038 173,172,070
----------- -----------
LIABILITIES:
Forfeitures due Crane Co. (Crane Co. Stock Fund) 31,311 -
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $125,223,727 $173,172,070
============ ============
See notes to financial statements.
</TABLE>
2
<PAGE>
AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 30,
1999, AND DECEMBER 30, 1998
<S> <C> <C>
1999 1998
---- ----
CONTRIBUTIONS:
Employee $12,878,096 $12,273,897
Crane Co. (Crane Co. Stock Fund) 4,024,981 4,456,084
---------- ----------
Total contributions 16,903,077 16,729,981
---------- ----------
EARNINGS ON INVESTMENTS:
Interest and dividends 5,741,981 8,661,854
Net (depreciation) appreciation in fair value of
investments (14,495,922) 5,645,196
---------- ----------
Total earnings on investments (8,753,941) 14,307,050
---------- ----------
Distribution to participants (22,853,086) (13,620,101)
Assets of Huttig employees transferred to Huttig
plan (see Note D) (39,313,211) -
Rollovers and transfers from other plans 6,070,511 8,445,204
Administrative expense and other (1,693) (32,901)
----------- -----------
Net (decrease)increase in net assets available
for benefits (47,948,343) 25,829,233
Net assets available for benefits
Beginning of year 173,172,070 147,342,837
----------- -----------
Net assets available for benefits
End of year $125,223,727 $173,172,070
============ ============
See notes to financial statements.
</TABLE>
3
<PAGE>
AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements for the Years Ended December 30, 1999
and December 30, 1998
1. DESCRIPTION OF THE PLAN
The following is a brief description of the Amended and Restated Crane Co.
Savings and Investment Plan ("the Plan"). Participants should refer to the Plan
agreement and amendments for more complete information.
A. General - The Plan is a defined contribution plan covering certain United
States employees of Crane Co. and its subsidiaries (the "Company"). The
Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
B. Plan Amendments - The Plan was amended effective January 1, 1997
designating the portion of the Plan invested in Company stock (consisting
of (a) Contributing companies matching contributions, which are invested in
Company stock and (b) Participants' deferred savings contributions that
participants have elected to invest in the Crane Co. Stock Fund) as an
Employee Stock Ownership Plan, as defined in Section 4975 of the Internal
Revenue Code. Effective June 1, 1997, employees are eligible to participate
in the Plan on the first day of the month coincident with or next following
their date of hire.
C. Administration of the Plan - The authority to manage, control and interpret
the Plan is vested in the Administrative Committee (the "Committee"). The
Committee, which is appointed by the Board of Directors of the Company,
appoints the Plan Administrator and is the named fiduciary within the
meaning of the Employee Retirement Income Security Act of 1974. On October
15, 1999, the Prudential Trust Company ("Prudential") was named Plan
Administrator, replacing The Vanguard Group.
D. Changes in the Plan - A Huttig Stock Fund was created for the purpose of
receiving the distribution on December 16, 1999, of the common shares of
the Company's wholly-owned subsidiary, Huttig Building Products, Inc. (the
"Huttig Distribution") which was distributed pro rata to holders of record
of Crane Co. common stock at the close of business on December 8,1999.
Upon the Huttig Distribution, participants became 100% vested and pursuant
to the Plan as amended, a participant could continue to hold the Huttig
Stock Fund, (which permits no additional contributions) or direct the Plan
Trustee to transfer all or a portion of the Huttig Stock Fund to any of the
eight investment options presently offered under the Plan.
Effective October 29, 1999 the employees of Huttig Building Products, Inc.
("Huttig") and its participating subsidiaries became eligible to
participate in a substantially similar plan sponsored by Huttig (the
"Huttig Plan"). The assets and liabilities of the Plan attributable to
participants in the Huttig Plan were transferred to the Trustee of that
plan, effective as of October 29,1999.
4
<PAGE>
E.Changes in Investment Policy - In connection with its decision to name
Prudential, a new Trustee, the Company, effective October 25, 1999,
determined that it was necessary to freeze activity in the Plan until on or
about December 24,1999. During that interim period no participant was
permitted to receive any payout from the Plan or alter any investment
option. All contributions to the Plan however were continued and were
invested in accordance with a participant's investment instructions
received prior to October 25, 1999.
In November, 1999 account balances in the Vanguard/Primecap Fund and
Vanguard/Morgan Growth Fund were transferred to the Prudential Jennison
Growth Z and account balances in the Vanguard/Windsor II Fund were
transferred to Fidelity Advisors Growth Opportunities T Fund. Account
balances in the Vanguard Index Trust- 500 Portfolio were transferred to the
Prudential Stock Index Z fund. Account balances in the Vanguard/Wellington
Fund were transferred to the Dreyfus Premier Balanced Fund A and account
balances in the Vanguard Retirement Savings Trust, Vanguard Fixed Income
Securities- Long-Term Corporate Portfolio and the Vanguard Money Market
Reserves- Prime Portfolio were transferred to the Norwest/Stable Value
Fund. Copies of the prospectus for each of these investment funds are
available to participants from Prudential. Two additional new funds were
made available to employees the Oppenheimer Enterprise A Fund and the
Putnam International Growth A Fund. All existing account balances in the
Company Stock fund were also transferred to Prudential's custodian in
November 1999.
F. Participation - Subject to certain conditions, U.S. employees of Crane Co.
and five of its subsidiaries: Dyrotech Industries; Kemlite Company Inc.;
Cochrane Inc.; Crane Capital Corp. Inc.; and Mark Controls Corporation
(collectively, the "Employer") are eligible to participate in the Plan on
the first day of the month coincident with or next following their date of
hire.
G. Contributions and Funding Policy - Participants may elect to contribute to
the Plan from two to sixteen percent of their annual compensation. The
contribution limit for highly compensated employees, those whose 1999
earnings equal or exceed $80,000, is seven percent. Contributions are
invested in short-term, stock, equity, bond, company stock or fixed income
funds selected by the participant. The Company contributes on a matching
basis an amount equal to 50 percent, of up to the first six percent of each
participant's deferred savings, which is invested in Company common stock.
In accordance with the Internal Revenue Code, participant pretax
contributions could not exceed $10,000 in 1999 and in 1998. Discrimination
tests are performed yearly. Any discrepancies in passing the threshold
would result in refunds to the participants.
5
<PAGE>
H. Expenses - Administrative expenses of the Plan (except those associated
with the Crane Co. Stock Fund and the Huttig Stock Fund) are paid by the
Employer. In addition personnel and facilities of the Employer used by the
Plan for its accounting and other activities are provided at no charge to
the Plan. Commission fees and administrative expenses incurred by the Crane
Co. Stock Fund and the Huttig Stock Fund are paid by the respective funds
through automatic unit deductions. Participant loan fees are paid by the
participant through automatic payroll deductions.
I. Vesting - Employee contributions are 100 percent vested. Vesting for
employer contributions are as follows:
<TABLE>
<S> <C>
Years of Service Vested Interest
---------------- ---------------
Less than 1 year None
1 year but fewer than 2 20%
2 years but fewer than 3 40%
3 years but fewer than 4 60%
4 years but fewer than 5 80%
5 years or more 100%
</TABLE>
Participants whose employment terminates by reason of death, permanent
disability or retirement are fully vested. Participants are fully vested
upon the attainment of age sixty-five (65).
J. Distributions - A participant whose employment with the Company terminates
can elect to receive all vested amounts, subject to applicable tax law. A
participant may apply to the Committee for a distribution in cases of
hardship. The Committee has the sole discretion to approve or disapprove
hardship withdrawal requests, in accordance with the Internal Revenue Code.
Any part of a participant's Company contribution portion which is not
vested at the time of termination of employment is forfeited and used to
reduce future Company contributions.
K. Plan Termination - The Company expects to continue the Plan indefinitely,
but reserves the right to modify, suspend or terminate the Plan at any
time, which includes the right to vary the amount of, or to terminate, the
Company's contributions to the Plan. In the event of the Plan's termination
or discontinuance of contributions thereunder, the interest of each
participant in benefits accrued to such date, to the extent then funded, is
fully vested and non-forfeitable. Subject to the requirements of the
Internal Revenue Code, the Board of Directors shall thereupon direct either
(i) that the Trustee continues to hold the accounts of participants in
accordance with the provisions of the Plan without regard to such
termination until all funds in such accounts have been distributed in
accordance with such provisions, or (ii) that the Trustee immediately
distribute to each participant all amounts then credited to their account
as a lump sum.
L. Tax Status - The Plan received a determination letter dated March 3, 1995,
in which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable sections of the Internal
Revenue Code (the "Code"). The Plan Administrator believes that the Plan is
currently being operated in compliance with the applicable requirements of
the Code. Therefore, no provision for income taxes has been included in the
Plan's financial statements.
6
<PAGE>
M. Rollovers and Transfers from Other Plans - Rollovers and transfers from
other qualified plans are accepted by the Plan. Rollovers and transfers
represent contributions of assets from other qualified plans of companies
acquired by Crane Co. and participant account balances of new employees
from other non-company qualified plans.
N. Participant Loan Fund - Participants may borrow from their fund accounts a
minimum of $1,000 up to a maximum equal to the lesser of $50,000 or fifty
percent of their account balance. Loan transactions are treated as
transfers between the investment fund and the loan fund. Loan terms range
from 1-5 years or up to 10 years for the purchase of a primary residence.
The loans are secured by the balance in the participant's account and bear
interest at the prevailing prime lending rate on the first day of the Plan
year plus two percent. Principal and interest are paid ratably through
regular payroll deductions.
O. Investment Funds - The Plan provides the following funds in which
participants can elect to invest their Plan assets:
Vanguard Money Market Reserves - Prime Portfolio - A diversified portfolio
of money market instruments such as: domestic certificates of deposit and
bankers' acceptances, commercial paper rated A1/P1 or better, U.S. Treasury
and Government Agency securities and repurchase agreements on such
securities and up to 50 percent of approved foreign banks net assets in
Eurodollar certificates of deposit issued by approved U.S. banks and Yankee
obligations. The intent is to maintain a constant net asset value of $1.00
per share. In October 1999 this fund was transferred to the Norwest/Stable
Value Fund.
Norwest/Stable Value Fund - A diversified portfolio of assets issued by
highly-rated financial institutions and corporations as well as obligations
of the U.S. Government or its agencies such as: guaranteed investment
contracts, bank investment contracts, corporate bonds, U.S. Treasury/Agency
Securities, mortgage related securities and asset backed securities.
Vanguard Retirement Savings Trust - Tax-exempt collective trust invested
primarily in guaranteed investment contracts issued annually by insurance
companies and commercial banks, and similar types of fixed principal
investments. The intent is to maintain a constant net asset value of $1.00
per share. Plan assets in the Retirement Savings Trust are recorded at
contract value (which represents contributions made under the contract plus
earnings, less withdrawals and administrative expenses) because they are
fully benefit responsive. The average yield was approximately 6% during
both 1999 and 1998. The crediting interest rate was approximately 6% at
October 29, 1999 and December 30,1998. Generally, the fair value of Plan
assets invested approximates contract value. Fair value of Plan assets
invested was $14,305,844 and $14,720,682 at October 29, 1999 and December
30, 1998, respectively. According to the Trustee, the fair value of the
Trust's assets approximated contract value at October 29, 1999 and December
30, 1998. In October 1999 this fund was transferred to the Norwest/Stable
Value Fund.
7
<PAGE>
Vanguard/Windsor II - A diversified portfolio of equity securities seeking
to provide long-term growth of capital and income. Its secondary objective
is to provide a reasonable level of current income. In October 1999 this
fund was transferred to the Fidelity Advisors Growth Opportunities T Fund.
Fidelity Advisors Growth Opportunities T Fund - A diversified portfolio of
equity securities seeking to provide long-term capital growth. The fund
normally invests at least 65% of assets in equity securities of companies
that management believes have long-term growth potential. It may also
purchase fixed-income securities. The fund may invest without limit in
foreign securities.
Crane Co. Stock Fund - Investments in common stock of Crane Co.
Huttig Stock Fund - This fund was established for the purpose of receiving
the distribution of Huttig common shares to all holders of record of Crane
Co. common stock. This distribution occurred in December 1999. Participants
were 100 percent vested in the Huttig shares on the date they were
allocated to their accounts.
Participants may not direct future contributions into the Huttig Stock Fund
or transfer investments into this fund from any other investment program.
Participants may transfer all or part of their Huttig Stock Fund balance to
any other investment option presently being offered.
Vanguard/Wellington Fund - A diversified portfolio of equity and fixed
income securities aimed at conserving capital, providing reasonable levels
of current income and profits without undue risks. Generally, 60-70 percent
of net assets are allocated to equities and 30-40 percent to fixed income
securities. In October 1999 this fund was transferred to the Dreyfus
Premier Balanced A Fund.
Dreyfus Premier Balanced A Fund - Seeks to out perform a hybrid index that
includes the S&P 500 index and the Lehman Brothers Intermediate Bond index.
The fund normally invests 60% of assets in common stocks and 40% in
investment-grade bonds. Although the equity and debt portions are similar
to their respective indices, the fund may purchase securities not included
on the indices.
Vanguard/Morgan Growth Portfolio - A diversified portfolio of equity
securities seeking to provide long-term growth of capital; dividend income
is incidental. In October 1999 this fund was transferred to the Prudential
Jennison Growth Z Fund.
Prudential Jennison Growth Z Fund - A diversified portfolio of equity
securities seeking to provide long-term capital growth. The fund normally
invests at least 65% of assets in equities issued by companies with market
capitalizations exceeding $1 billion. The sub-advisor seeks companies that
it believes are attractively valued and have demonstrated earnings and
sales growth and high returns on equity and assets. It may invest up to 20%
of assets in foreign securities.
Vanguard Fixed Income Securities - Long-Term Corporate Portfolio - A
diversified portfolio of long-term investment-grade bonds seeking to
provide a high and sustainable level of current income consistent with the
maintenance of principal and liquidity by investing in a diversified
portfolio of long-term investment-grade bonds. In October 1999 this fund
was transferred to the Norwest Bank/Stable Value Fund.
8
<PAGE>
Vanguard Index Trust - 500 Portfolio - A broadly diversified portfolio of
equity securities seeking to provide investment results that parallel the
performance of the Standard & Poor's 500 Composite Stock Price Index. Given
this objective the portfolio is expected to provide long-term growth of
capital and income as well as a reasonable level of current income. In
October 1999 this fund was transferred to the Prudential Stock Index Z
Fund.
Prudential Stock Index Z Fund - Seeks to replicate the performance of the
S&P 500 index. The fund normally invests up to 80% of assets in securities
listed on the S&P 500 index. It intends to purchase all 500 securities in
the same proportions as they are represented on the index. The fund seeks
to achieve a .95 correlation with the index. It may invest the balance of
assets in other equity-related securities, U.S. government debt, put and
call options on securities and stock indices, and futures contracts on
stock indices and options.
Vanguard/PRIMECAP Fund - A diversified portfolio of equity securities
seeking to provide long-term growth of capital; dividend income is
incidental. In October 1999 this fund was transferred to the Prudential
Jennison Growth Z Fund.
Oppenheimer Enterprise A - A diversified portfolio of equity securities
seeking to provide long-term growth of capital. The fund normally invests
at least 65% of assets in equity securities of companies with market
capitalizations at or below $500 million. It may invest the remaining
assets in companies with larger market capitalizations. The fund may invest
without limitations in foreign securities. It may invest in
investment-grade debt securities.
Putnam International Growth - A diversified portfolio of equity securities
seeking to provide long-term growth of capital. The fund normally invests
at least 65% of assets in equity securities of companies located outside
the United States. It may invest in companies of any size that it judges to
be in a strong growth trend or that it believes to be undervalued. The fund
may invest in both developed and emerging markets.
The Trustee may, at its discretion, keep any portion of the above-mentioned
investment programs in cash or short-term commercial paper to accommodate
withdrawals and administrative fees or deposit all or any part of such
funds in a "General Account" pending further instruction by participants.
2. SUMMARY OF ACCOUNTING POLICIES
The following is a summary of the significant accounting and reporting
policies followed in preparation of the financial statements of the Plan.
A) Investment Valuation - Investments in mutual funds are valued at the
closing composite price published for the last business day of the year.
The Crane Co. Stock Fund and Huttig Stock Fund are valued at the quoted
market price of the respective companies' common stock. Participant loans
are valued at cost, which approximates fair value.
9
<PAGE>
Below are the investments whose fair value individually represented 5
percent or more of the Plan's net assets as of December 30, 1999 and 1998:
<TABLE>
<S> <C> <C> <C> <C>
1999 1998
-------------------------------- --------------------------------
Shares/Units Market Value Principal Market Value
Amount ($) or
Shares/Units
-------------------------------- --------------------------------
Vanguard Money Market
Reserves - Prime Portfolio - - 8,834,639 $8,834,639
Norwest/Stable Value Fund 758,374 $21,060,713 - -
Vanguard/Windsor II - - 1,290,372 $38,685,366
Fidelity Advisors Growth
Opportunities T 534,203 $24,803,025 - -
Vanguard Retirement
Savings Trust - - $14,720,682 $14,720,682
Vanguard/Wellington Fund - - 443,738 $13,032,583
Dreyfus Premier Balanced
Fund A 576,628 $8,937,737 - -
Prudential Jennison Growth
Fund Z 738,172 $18,173,787 - -
Prudential Stock Index
Fund Z 282,648 $9,174,765 - -
Vanguard Morgan Growth Fund - - 463,586 $9,030,654
Crane Co. Stock Fund 1,857,961 $36,230,249 1,548,050 $68,330,914
</TABLE>
B. Investment Transactions and Investment Income - Investment transactions are
accounted for on the date purchases or sales are executed. Dividend income
is accounted for on the ex-dividend date. Interest income is recorded on
the accrual basis as earned. Total income of each fund is allocated monthly
to participants' accounts within the fund based on the participants'
relative beginning balance. In accordance with Department of Labor
requirements, realized and unrealized gains and losses are determined based
on the fair value of assets at the beginning of the plan year.
C. Distributions to Participants- Benefit payments are recorded upon
distribution.
D. General - The financial statements are prepared in conformity with
accounting principles generally accepted in the United States of America
which require management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the financial
statements, and the reported amounts of changes in net assets available for
benefits during the reporting period. Actual results could differ from
those estimates.
3. PARTIES-IN-INTEREST
The Plan has investments and transactions with parties-in-interest, those
parties being The Vanguard Group, Prudential Trust Company, Crane Co.,
Huttig Building Products, Inc. and participants with loan balances.
10
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrative Committee of the Amended and Restated Crane Co. Savings and
Investment Plan has duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
ADMINISTRATIVE COMMITTEE OF THE
AMENDED AND RESTATED CRANE CO.
SAVINGS AND INVESTMENT PLAN
/s/ G. A. Dickoff
G. A. Dickoff
/s/ A. I. duPont
A. I. duPont
/s/ J. R. Packard
J. R. Packard
/s/ Z. A. Weinberger
Z. A. Weinberger
Stamford, CT
June 28, 2000
11
<PAGE>
AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN
SCHEDULE H - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 30, 1999
<TABLE>
<S> <C> <C> <C>
Identity of Issue Shares Cost Current Value
Prudential Jennison Growth
Fund Z* 738,172 $ 15,336,432 $18,173,787
Prudential Stock Index Z* 282,648 8,477,704 9,174,765
Norwest/Stable Value Fund 758,374 20,875,704 21,060,713
Crane Co. Stock Fund* 1,857,961 35,632,178 36,230,249
Huttig Stock Fund* 409,148 - 1,866,532
Fidelity Advisors Growth
Opportunities T 534,203 24,107,631 24,803,025
Oppenheimer Enterprise A 5,091 191,412 204,215
Putnam International
Growth A 4,366 117,921 129,501
Dreyfus Premier Balanced
Fund A 576,628 8,730,403 8,937,737
Loans to Participants*-
Loans have interest rates
ranging from 7.00% to
10.50% and maturing in 2000
though 2009 - 3,515,807 3,515,807
------------ ------------
$116,985,192 $124,096,331
============ ============
*Represents a party-in-interest to the plan.
</TABLE>
12
<PAGE>
AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN
SCHEDULE H - SCHEDULE OF REPORTABLE TRANSACTIONS
PERIOD FROM DECEMBER 31, 1998 TO DECEMBER 30, 1999
<TABLE>
<S> <C> <C> <C> <C>
Cost of Assets Proceeds Cost of Net Gain
Identity of Issue Purchased From Sales Assets Sold or (Loss)
----------------- -------------- ---------- ----------- ---------
Series of Transactions
----------------------
Crane Co. Stock Fund* $12,961,279 $60,759,427 $50,042,672 $10,716,755
Vanguard Money
Market Reserves
-Prime Portfolio* 8,043,298 16,877,841 16,877,841 -
Vanguard/Windsor II* 6,010,576 43,495,331 34,553,924 8,941,407
Vanguard
Retirement Savings
Trust* 4,388,187 19,105,344 19,105,344 -
Vanguard/Wellington
Fund* 3,047,400 16,233,271 14,569,515 1,663,756
Vanguard Prime Cap
Fund* 5,577,762 11,755,066 9,469,982 2,285,084
Vanguard Morgan
Growth* 2,835,662 13,184,845 10,104,439 3,080,406
Vanguard 500 Index* 6,886,754 14,018,625 12,090,331 1,928,294
Prudential Jennison
Growth Fund Z* 14,984,836 - - -
Prudential Stock
Index Z* 8,260,255 - - -
Norwest Stable Value
Fund 20,752,766 - - -
Fidelity Advisors
Growth Opportunities T 23,759,815 - - -
Dreyfus Premier
Balanced Fund A 8,613,799 - - -
*Represents a party-in-interest to the plan.
</TABLE>
13
<PAGE>
EXHIBIT 1
TRUST AGREEMENT, hereinafter referred to as the "Agreement," made as of
November 1, 1999, by and between CRANE CO., a Connecticut corporation
(hereinafter referred to as the "Company"), and PRUDENTIAL TRUST COMPANY, a
Pennsylvania corporation (hereinafter referred to as the "Trustee").
WITNESSETH
WHEREAS, the Company has determined to adopt or has adopted the Crane Co.
Savings & Investment Plan (hereinafter referred to as the "Plan"), for the
benefit of the participants and their beneficiaries as therein defined,
under which the participants direct the investment of their account
balances pursuant to ERISA Section 404(c); and
WHEREAS, said Plan provides that contributions thereto may be held, IN
TRUST, by a trustee subject to the provisions of an agreement to be entered
into between the Company and the Trustee; and
WHEREAS, the Company desires the Trustee to act, and the Trustee is willing
to act, as Trustee of the Plan (hereinafter referred to as the "Trust")
upon all of the conditions hereinafter set forth.
NOW, THEREFORE, the Company and the Trustee agree as follows:
Section 1. The Fund. The Company hereby establishes with the Trustee a Trust,
which shall consist of and be limited to such cash and other property
acceptable to the Trustee as shall from time to time be received by the
Trustee, together with the earnings and profits thereon provided, however,
that the Trustee shall not accept: interests in real estate; limited
partnership interests; or securities of the Company (or any of its
affiliates) unless such securities are "qualifying employer securities" (as
defined in the Employee Retirement Income Security Act of 1974, as amended
("ERISA"). All such property received by the Trustee, the investments made
therewith and proceeds thereof, and all earnings and profits thereof, less
any payments or distributions which shall have been made by the Trustee
pursuant to the terms of this Agreement, are referred to herein as the
"Fund." The Fund shall be held and administered by the Trustee, IN TRUST,
in accordance with the provisions of this Agreement. The Fund is intended
to be a tax-exempt organization within the meaning of the Code section
501(a). The Plan and Fund together are intended to qualify under section
401(a) of the Internal Revenue Code of 1986, as amended (the "Code"). Any
doubt in the construction or interpretation of this Agreement shall be
resolved in favor of a construction or interpretation preserving such
tax-exempt status and qualification. If the Plan or the Fund cease to
qualify under the aforementioned Code sections by reason of some act or
omission by the Company, the Company agrees to indemnify and hold harmless
the Trustee against and from all liabilities, claims, demands, damages,
costs, and expenses, including reasonable attorneys' fees, the Trustee may
incur as a result of such disqualification.
Section 2. Anti-Diversion Provisions. Except as may otherwise be permitted by
law, at no time prior to the satisfaction of all liabilities under the Plan
with respect to participants and their beneficiaries shall any part of the
corpus or income of the Fund be used for or diverted to purposes other than
for the exclusive benefit of such participants and their beneficiaries and
for defraying the reasonable expenses of administering the Plan. Except as
provided in the Plan, no part of the fund may revert to the Company. To the
extent the Plan permits a reversion or the return of Company contributions,
the Company may direct the Trustee to make an appropriate payment from the
Fund, and the Trustee shall make such payment as soon as practicable after
receipt of such direction. The Company's direction regarding a return of
contributions shall specify (i) the reason the Company's contribution is
being returned, which shall be consistent with the applicable requirements
of the Code and ERISA, (ii) the amount of the contribution to be returned
(less any Fund losses attributable thereto), and (iii) the date by which
the payment of the Company must be made. The Trustee shall be entitled to
rely on the Company's direction given pursuant to this section 2, and shall
have no duty to inquire into the validity thereof. The Company agrees to
indemnify and hold harmless the Trustee against and from all liabilities,
claims, demands, damages, costs and expenses, including reasonable
attorneys' fees, arising from the Trustee's compliance with any such
direction.
14
<PAGE>
Section 3. Duties of the Trustee. The Trustee shall have no authority, control
or responsibility with respect to the Plan or Fund other than as
specifically set forth in this Agreement or the Plan. The Trustee, through
its agents or directly, shall have the following duties:
(a) to hold, invest and reinvest the assets of the Fund solely in
accordance with the investment directions transmitted in accordance with
Section 5, provided, however, the Trustee may, in its discretion, delegate
its custodial responsibility to a corporate trustee or insurance company.
(b) to pay moneys to or at the direction of the Company, including, when
the Company shall so direct, payments to the participants and their
beneficiaries, or to an insurance company to provide, by the purchase of an
annuity contract or otherwise, for the payment of benefits under the Plan;
provided, however, that the Trustee shall not be responsible in any way for
the application of such payments; and
(c) subject to Section 5, to transfer assets of the Fund at the direction
of the Company to any other trustee or to an insurance company selected to
fund a Plan or, at the direction of the Company, to segregate such assets
to be subject to the exclusive management and control of an investment
manager (as such term is defined in Section 3(38) of ERISA) appointed by
the Company. Any such investment manager shall direct the Trustee in place
of the Company as provided hereunder with respect to the segregated assets.
The Trustee shall be entitled to rely conclusively on any directions
transmitted in accordance with this Section 3 or pursuant to Section 5 and
shall be under no duty to inquire as to the propriety or correctness of any
such direction. In the performance of the foregoing duties, the Trustee
shall be entitled to all of the powers, privileges, limitations and
immunities conferred on it under the following provisions of this Agreement
and by law, and no duties or obligations shall be imposed upon the Trustee
with respect to the Fund unless they have been specifically undertaken by
the Trustee by the express terms of this Agreement. When determining the
nature and extent of its responsibilities, the Trustee is not required to
obtain or review the Plan. In the event of any conflict between the Plan
and this Agreement relating to (i) the Trustee's rights, powers,
responsibilities, or liabilities, or (ii) the allocation of
responsibilities among the Plan Fiduciaries, the provisions of this
Agreement shall control. The Trustee shall not be liable for the validity
or legality of any changes made to the Plan by the Company.
Section 4. Limitation of Duties Regarding Plan Administration. In further
illustration of the general limitation of the Trustee's duties contained in
Section 3, but not in limitation thereof, the Trustee shall not be
responsible for:
(a) the determination, computation or application of any Plan benefit,
(b) the form, terms or issuer of any contract issued by an insurance
company which it acquires for the Fund pursuant to paragraph (b) or
paragraph (c) of Section 3,
(c) the performance of any functions as contract-holder under any contract
issued by an insurance company which it may be directed to purchase and
hold (other than the execution of any documents incidental thereto on the
instructions of the Company),
(d) the terms of any other trust agreement which it is directed to enter
into, on the order of the Company, or the selection of any additional,
substitute or successor trustee thereunder,
(e) the payment, or the enforcement of the payment, of any contribution to
the Plan, or
(f) the formulation or adequacy of the funding policy adopted by the
Company to meet and discharge pension or other liabilities under the Plan,
or
15
<PAGE>
(g) any other matter affecting the administration of the Plan by the
Company or any other person or persons to whom responsibility for Plan
administration is allocated or delegated pursuant to the terms of the Plan.
Section 5. Investment of the Fund by the Trustee. The Trustee shall have no
authority with respect to the investment and reinvestment of the Fund
except upon receipt of investment directions from the Company, or otherwise
pursuant to the provisions of this Section or Sections 8 and 9.
The Company shall be responsible for transmitting to the Trustee written
instructions for the investment and reinvestment of the principal and
income of the Fund in such shares and proportions as the Company, in its
discretion and pursuant to the investment directions of the Plan
participants, shall deem advisable. The Company shall also be responsible
for determining the diversification policy with respect to the investment
of Plan assets, for monitoring adherence to such policy, and for advising
the Trustee with respect to its compliance with any investment limitations
on employer or other securities or property contained in the Plan or
imposed on the Plan by applicable statute.
To the extent the purchase, sale, exchange, conveyance, transfer or
disposition of any Fund asset results in proceeds which cannot be
reinvested as directed prior to the close of business on the day of the
transaction, the Company hereby directs Trustee to invest such "overnight"
funds pursuant to its regularly established practices for the investment of
overnight funds. In addition, if the Trustee holds Fund assets for which it
has not received investment directions from the Company, the Company hereby
directs Trustee to invest such assets in a money market fund managed by
Prudential or an affiliate.
The Trustee shall not comply with a Company direction to invest Fund assets
in securities of the Company (or any of its affiliates) unless such
direction includes instructions relating to the amount of cash the Trustee
must maintain to satisfy any liquidity needs occasioned by the provisions
of the plan respecting employer securities. Notwithstanding the preceding
sentence, the Trustee shall not invest in securities of the Company (or any
of its affiliates) unless such securities are "qualifying employer
securities" (as defined in ERISA), nor shall the Trustee invest in any:
interest in real estate; or limited partnership interest. The Trustee will
not invest in or hold life insurance unless further administrative and cost
arrangements, satisfactory to it, are negotiated with the Company.
Section 6. Collective Trusts. The Trustee may, at the direction of the Company,
transfer from time to time, any part or all of the assets of the Fund to
one or more common, collective or commingled funds (hereinafter referred to
as the "Collective Trust") maintained by any corporate trustee including
Prudential Trust Company for the collective investment of eligible employee
benefit trusts. To the extent of the equitable share of the Fund in the
Collective Trust, the Collective Trust shall be part of the Plan pursuant
to which this Trust is administered.
Section 7. Powers of the Trustee. In exercise of any powers conferred herein or
applicable by law, the Trustee is authorized and empowered as directed by
the Company:
(a) to purchase, sell, exchange, convey, transfer or dispose of any
securities or other property at any time held by it, in a public or private
transaction and for cash or upon credit, or partly for cash and partly upon
credit, and no person dealing with the Trustee shall be bound to see to the
application of the purchase money or to inquire into the Trustee's
authority to engage in any such transaction;
(b) to purchase, sell, write or issue puts, calls or other options, to
enter into futures contracts, forward placement contracts and standby
contracts, and in connection therewith, to hold, pledge or deposit property
required as collateral with any authorized agent or depository (including
Prudential Trust Company);
16
<PAGE>
(c) to hold uninvested cash waiting investment and to maintain such
additional cash balances as to meet anticipated distributions from or
administrative costs of the Plan or the Fund, without incurring any
liability for the payment of interest on such cash;
(d) to vote in person or by proxy any securities held by it; to exercise
conversion rights or rights to subscribe for additional securities, and to
make any and all necessary payments therefor; to join in or to oppose the
reorganization, recapitalization, consolidation, liquidation, sale or
merger of corporations or properties in which it may be interested as
Trustee;
(e) To enter into repurchase agreements;
(f) To purchase units or certificates issued by an investment company or
pooled trust or comparable entity;
(g) to hold one or more annuity contracts or other contracts in such form
or forms, whether or not they are group contracts of such life insurance
company or companies, as the Company shall specify, (hereinafter referred
to as the "Contract" or the "Contracts"); and to take directions, evidenced
by written instrument satisfactory to the Trustee, from the Company
relating to any one or more of the functions normally required of the
contract holder under the Contract or Contracts;
(h) to cause any securities from time to time held by it (including Company
securities) to be registered in or transferred into its name as Trustee or
the name of its nominee or nominees, or to retain them unregistered or in a
form permitting transferability by delivery, and to deposit or arrange for
the deposit of the certificates representing such securities with a Federal
Reserve Bank or with a central certificate depository located within or
without the Commonwealth of Pennsylvania in a manner permitting transfer of
ownership or other interests in such securities by bookkeeping entry on the
books and records of such Bank or depository, but the books and the records
of the Trustee shall at all times show that all such investments are part
of the Fund; and to delegate to another party the right to execute buy and
sell orders and trades of any Company securities which comprise a part of
the Fund, provided that such orders and trades are directed by the Plan and
executed in accordance with a written instrument which sets forth the rules
governing such orders and trades;
(i) to make, execute, acknowledge and deliver any and all documents of
transfer and conveyance and any and all other instruments that may be
necessary or appropriate to carry out the powers herein granted;
(j) to employ suitable agents, depositories and counsel, domestic or
foreign, to delegate to them powers vested in the Trustee hereunder which
the Trustee deems necessary to carry out their duties, and to charge their
reasonable expenses and compensation against the Fund;
(k) to compromise, compound and settle any claim, debt or obligation due to
or from it, as Trustee hereunder, and to reduce the rate of interest on,
extend or otherwise modify, or to foreclose upon, default or otherwise
enforce or abandon, any such obligation;
(l) as directed pursuant to section 3 to make any distribution or transfer
of Fund assets in cash or in kind;
17
<PAGE>
(m) to acquire and hold assets that are not publicly traded on a national
exchange or over-the-counter with sufficient volume to permit valuation by
reference to commonly published sources provided the Company obtains and
transmits to the Trustee an independent appraisal of the assets, in form
and substance acceptable to the Trustee in its sole discretion, from a
nationally recognized firm experienced in providing such appraisal report,
and such report is periodically updated in a timely fashion to permit the
Trustee to carry out its valuation and accounting responsibilities
hereunder;
(n) to invest and reinvest the assets of the Fund in common with the assets
of qualified employee benefits plans of the Company or its affiliates held,
in trust, as separate trusts by the Trustee, provided, however, that the
Trustee's records shall at all times show the equitable share of the Fund
in such Company common Fund.
Any Contract held by the Trustee pursuant to subparagraph (g) of this
section 7 may provide for the allocation of amounts received by the
insurance company thereunder solely to said insurance company's general
account or solely to one or more of its separate accounts (including
separate accounts maintained for the collective investment of assets of
qualified retirement plans) or to the insurance company's general account
and one or more of such separate accounts, provided that if any Contract
shall provide for the allocation of amounts to one or more of such separate
accounts, the Company may appoint the insurance company an investment
manager to the extent that amounts held by the insurance company under the
Contract shall be deemed Plan assets under ERISA and the rules and
regulations thereunder. The insurance company, under any Contract, shall
have exclusive responsibility for the investment and management of any
amounts held under such Contract subject to the right of the Company to
specify how amounts under the Contract are to be allocated among the
accounts provided for in the Contract, provided that the insurance company
may be given responsibility for determining the allocation of amounts among
the various such separate accounts provided for in the Contract. The
insurance company shall have all of the powers with the respect to the
assets of the Plan held under a Contract as the Trustee has pursuant to
Paragraphs (a) through (f) and (h) through (l) of this Section with respect
to assets of the Fund held hereunder. Notwithstanding the foregoing, none
of the assets held by an insurer under any Contract, whether or not they
shall be deemed assets of the Plan under ERISA, shall be part of the Fund.
The Trustee shall exercise the powers which it has as contract-holder under
any Contract only when and in the manner directed by the Company.
Section 8. Loans. If the plan permits loans to the plan participants, the
Trustee delegates to its affiliate, Prudential Investments Retirement
Services, responsibility for holding and safeguarding the documents
evidencing such participant loans. The Trustee will deem any direction to
disburse Fund assets for a participant loan as a direction to transfer an
equivalent amount of assets to a suspense account maintained by its
affiliate, Prudential Investments Retirement Services, for disbursement as
a loan thereunder.
Section 9. Disbursements. Pursuant to directions from the Company, the Trustee
will keep a portion of the Fund in cash or cash balances as required for
the proper administration of Plan disbursements, which amounts may be held
in a separate suspense account maintained by its affiliate, Prudential
Investments Retirement Services. The expense of operating and maintaining
such suspense account will be charged against earnings, if any, of such
suspense account but will not otherwise be charged back to the Fund to the
extent expenses exceed earnings. The Company and Trustee hereby acknowledge
that such earnings are never expected to exceed the expenses allocable to
the suspense account.
18
<PAGE>
Section 10. Compensation and Expenses. The expenses incurred by the Trustee in
connection with the administration or investment of the Fund, including
fees for legal services rendered to the Trustee in connection with any
matter arising out of or in connection with the performance of the
Trustee's duties hereunder, the expense of a judicial accounting, such
compensation to the Trustee as may be agreed upon from time to time between
the Trustee and an officer of the Company, and all other proper charges and
disbursements shall be paid by the Company, unless the Company and Trustee
arrange for such compensation and expenses to be a charge against
participants accounts. Anything in the preceding sentence to the contrary
notwithstanding, the Company shall reimburse the Trustee for any such
expenses if, for any reason, such expenses are not paid out of the Fund.
Section 11. Expenses of the Plan. The Company may direct the Trustee to pay out
of the Fund other proper administrative expenses of the Plan, including
auditors, actuaries, and consultants hired or retained by the Company.
Section 12. Taxes. All Taxes of any and all kinds whatsoever that may be levied
or assessed under existing or future laws upon or in respect to the Fund or
the income thereof shall be paid from the Fund.
Section 13. Reliance on Experts. The Trustee may consult with experts, including
appraisers, legal counsel and professional accountants, selected with due
care, with respect to the meaning and construction of this Agreement or any
provision hereof, or concerning its powers and duties hereunder, and shall
be protected for any action taken or omitted by it in good faith pursuant
to the opinion of any such expert.
Section 14. Records. The Trustee, or its agent, shall keep separate, accurate
and detailed accounting records of all investments, receipts,
disbursements, distributions and other transactions of the Fund, which
records shall be open to inspection and audit at the office of the Trustee
by the Company and any other person designated by either at all reasonable
times during normal business hours.
Section 15. Annual Reports. The Trustee or its agent, shall prepare an annual
report which shall include: a list of all investments comprising the Fund
at the end of the accounting period covered by the report (which shall be
from the date of the last report through the end of the fiscal year of the
Fund or the date of the removal or resignation of the Trustee, if earlier)
showing the valuation placed on each investment by the Trustee as of the
end of such period; a summary statement of investment changes since the
last preceding report; all payments and distributions from the fund; and
appropriate comments as to any investment in default as to principal or
interest. Anything herein to the contrary notwithstanding, any valuations
of any interest in a Collective Trust or in any policy or Contract issued
by Prudential shall be made in accordance with the terms of and on the
basis of the latest report of the Trustee of the Collective Trust or the
insurance company, as the case may be.
Section 16. Furnishing Annual Reports to Interested Persons. Copies of the
annual reports shall be sent to Company within 90 days following the close
of the fiscal year of the Fund.
Section 17. Report Expenses. The compensation and expenses of accountants and
auditors, other than auditors who are regular employees of Prudential Trust
Company or its affiliates, shall be payable out of the Fund, in such
reasonable amounts as the Trustee, in its discretion, deems appropriate.
Section 18. Account Stated. Unless the Company files with the Trustee a written
statement of specific objections to the annual report showing gross
negligence, willful misconduct or lack of good faith, the annual report
shall become an account stated within 90 days from the date of the mailing
of such report and the Trustee shall be forever released and discharged of
and from any and all liability and accountability to any person interested
in the Fund on account of transactions shown in such report.
19
<PAGE>
Section 19. Judicial Accountings. In all events and at the expense of the Fund,
the Trustee shall be entitled to a judicial settlement of its accounts by
any court of competent jurisdiction.
Section 20. Necessary Parties. In order to save the Fund from unnecessary
expense, the only persons who shall be necessary parties in any action or
proceeding under Section 19 or in any action or proceeding to enforce the
Agreement shall be the Trustee and the Company.
Section 21. Special Audits. Any special audits or reports required to be
undertaken by the Trustee on account of the Fund, in addition to the annual
report furnished pursuant to the foregoing provisions of this Agreement and
other reports or statements regularly furnished by the Trustee to employee
benefit trusts administered by it, shall be charged to and paid by the
Fund.
Section 22. Resignation and Removal of Trustee. The Trustee may be removed by
the Company at any time upon 60 days' notice in writing to the Trustee. The
Trustee may resign at any time upon 60 days' notice in writing to the
Company. Upon the removal or resignation of the Trustee, the Company shall
appoint a successor trustee who shall have the same powers and duties as
those conferred upon the Trustee hereunder and, upon acceptance of such
appointment by the successor trustee, the Trustee shall assign, transfer
and pay over the Funds, as then constituted, to such successor trustee. The
Trustee is authorized, however, to reserve such sum of money, as to it may
seem advisable, for payment of its fees and expenses in connection with the
settlement of its account or otherwise, and any balance of such reserve
remaining after the payment of such fees and expenses shall be paid over as
hereinabove provided. The Trustee may, in its discretion, invest and
reinvest such reserves in any investment or investment vehicle (including
the Collective Trust) appropriate for the temporary investment of cash
reserves of trusts. If for any reason the Company cannot or does not act in
the event of the resignation or removal of the Trustee, the Trustee may
apply to a court of competent jurisdiction for the appointment of a
successor trustee or for instructions. Any expenses incurred by the Trustee
in connection therewith shall be paid from the Fund as an expense of
administration.
Section 23. Evidence of Company's Actions. Any action or direction by the
Company pursuant to any of the provisions of this Agreement shall be in
writing or via electronic or magnetic media submitted to the Trustee, or
its agent; in form satisfactory to the Trustee or its agent. When such
actions or directions are issued in a form that is not customarily used by
the Trustee and its affiliates, such actions and directions shall be
properly certified by an officer of the Company and the Trustee shall be
fully protected and indemnified in acting in accordance therewith.
Section 24. Adoption of Agreement by Affiliates. With the consent of the
Trustee, the Company may adopt the Trust as a trust under any other plan
which it maintains for the benefit of its employees, or the employees of
any subsidiary or affiliated corporation, provided such plan is a
"qualified plan" within the meaning of Section 401 of the Code. The Company
is solely responsible for ensuring the qualified status of the Plan and any
such additional plans and that the tax-exempt status of the Fund is not
thereby adversely affected. In addition, any such subsidiary or affiliated
corporation, with the consent of the Company and the Trustee, may adopt the
Trust as a trust under a qualified plan maintained by it by delivering to
the Trustee a certified copy of a resolution of its Board of Directors to
the effect that such corporation agrees to be bound by all the terms and
conditions of this Agreement, as then in effect or thereafter amended, and
constitutes the Company as its agent to exercise on its behalf all of the
powers and authorities conferred on the Company under this Agreement,
including, but not limited to, the power to terminate and amend this
Agreement as hereinafter provided. The Company is solely responsible for
supervising the process by which such affiliated employer participates in
the Plan for ensuring the qualified status of the Plan and the tax-exempt
status of the Fund is not thereby adversely affected. Nothing in this
Section 24 is intended to cause a merger of the assets or liabilities of
any plans. In the event that this Trust is adopted as a funding medium by
any other plan maintained by the Company or a subsidiary or affiliated
corporation, the Company shall maintain, or provide the Trustee with all
information necessary to maintain, separate equitable shares evidencing the
proportionate interest of each separate plan in the Fund.
20
<PAGE>
Section 25. Withdrawal of Affiliates or Plans. Any corporation (other than the
Company) shall cease to be a party to this Agreement by delivering to the
Trustee a certified copy of a resolution of its Board of Directors
terminating its participation hereunder. In such event, or in the event of
the termination or disqualification of a participating plan (including the
Plan), or in the event of any transaction (such as a merger, sale, transfer
of assets or the like) affecting any employees covered by any participating
plan which has adopted the Trust, the Trustee shall segregate that portion
of the Fund certified by the actuary designated by the Company as equal to
the equitable shares of the Fund attributable to the employees affected by
such termination or other transaction. Until directed otherwise by the
Company, the Trustee shall continue to hold any portion of the Fund so
segregated, IN TRUST, as a separate trust in accordance with the provisions
of the Agreement, except that the corporation (or its successors or
assigns) whose employees are affected by such termination or transaction
shall be deemed to be the "Company" for all purposes of this Agreement.
Section 26. Amendment or Termination of Agreement. Subject to the provisions of
Section 2, the Company reserves the right, at any time and from time to
time, to terminate or amend, in whole or in part, any or all of the
provisions of this Agreement by notice in writing delivered to the Trustee;
provided, however, that no such amendment which affects the rights, duties
or responsibilities of the Trustee shall become effective without its
consent. In the event of the termination of the Plan or of the Trust, the
Trustee shall continue to administer the Fund as herein provided until all
of the purposes for which it has been established have been accomplished or
dispose of the Fund after the payment or other provision for all expenses
incurred in the administration and termination of the Trust (including any
compensation to which the Trustee may be entitled), in accordance with the
written order of the Company or any successor thereto. Until the final
distribution of the Fund, the Trustee and the Company, or any successors
thereto, shall continue to have and exercise all of the powers and
discretion conferred upon them by this Agreement.
Section 27. Applicable Law. To the extent that the State law shall not have been
preempted by the provisions of ERISA, or any other laws of the United
States heretofore or hereafter enacted, this Agreement shall be
administered, construed and enforced according to the laws of the
Commonwealth of Pennsylvania.
Section 28. Provision of Plan Documents. The Company shall provide the Trustee
or its agent with copies of all documents then constituting any plan
utilizing the Trust as a funding medium, and the latest determination
letter issued by the Internal Revenue Service that such plan is a qualified
plan within the meaning of the Section 401 of the Internal Revenue Code of
1986. The Trustee shall be entitled to rely upon the Company's attention to
this obligation and shall be under no duty to inquire of the Company as to
the existence of any documents not provided by the Company hereunder.
21
<PAGE>
Section 29. Indemnification. In consideration of the Trustee's agreeing to enter
into this Agreement, the Company hereby agrees to hold harmless Prudential
Trust Company, individually and as Trustee under said Agreement, and its
directors, officers, and employees, from and against all amounts, including
without limitation taxes, expenses (including reasonable counsel fees),
liabilities, claims, damages, actions, suits or other charges, incurred by
or assessed against Prudential Trust Company, individually or as Trustee,
or its directors, officers, or employees, (i) as a direct or indirect
result of anything done in good faith, or alleged to have been done, by or
on behalf of Prudential Trust Company in reliance upon the directions of
the Company, or any Investment Manager appointed by the Company, or any
person or committee authorized to act on behalf of the Company, or anything
omitted to be done in good faith, or alleged to have been omitted, in the
absence of such directions, (ii) as a direct or indirect result of the
failure of the Company or any person or committee to adequately, carefully
or diligently discharge its responsibilities under the Plan, this
Agreement, or applicable Department of Labor or Treasury regulations or
rulings, or (iii) if the Trustee is named as a defendant in any lawsuit or
other proceeding involving the Plan or the Fund for any reason including,
without limitation, an alleged breach by the Trustee of its
responsibilities under the Agreement, unless the final judgment entered in
the lawsuit or proceeding holds the Trustee guilty of gross negligence,
willful misconduct, or an intentional breach of fiduciary responsibility
under ERISA. If the final judgment holds the trustee guilty of gross
negligence, willful misconduct, or an intentional breach of fiduciary
responsibility under ERISA, the Company hereby agrees to indemnify the
Trustee only against liability in excess of the Trustee's allocable share
of such liability. The Company further agrees that the undertakings made by
it in this Agreement shall be binding on its successors or assigns and
shall survive termination, amendment or restatement of this Agreement, or
the resignation or removal of the Trustee.
Section 30. Invalid Provisions. If any paragraph, section, sentence, clause or
phrase contained in this Agreement shall become illegal, null, or void, or
against public policy, for any reason, or shall be held by any court of
competent jurisdiction to be incapable of being construed or limited in a
manner to make it enforceable, or is otherwise held by such court to be
illegal, null, or void, or against public policy, the remaining provisions
of this Agreement shall not be affected thereby.
22
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the
day and year first above written.
CRANE CO.
By: /s/ Gil A. Dickoff
------------------
Gil A. Dickoff - Treasurer:
Date: October 15, 1999
Attest:
/s/ Richard A Dubois
Richard A. Dubois - Director, Employee Benefits
PRUDENTIAL TRUST COMPANY
By: /s/ Michael Williamson
Vice-President
Attest:
Title:
23
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-22700 of Crane Co. on Form S-8 of our report dated June 20, 2000 appearing in
this Annual Report on Form 11-K of the Amended and Restated Crane Co. Savings
and Investment Plan for the year ended December 30, 1999.
/s/ Deloitte & Touche LLP
Stamford, Connecticut
June 28, 2000
24
