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 Year Ended December 31, 2000
A. Full title of the plan and the address of the plan
if different from that of the issuer named below:
CRANE CO. UNION EMPLOYEES 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
CRANE CO. UNION EMPLOYEES SAVINGS AND INVESTMENT PLAN
TABLE OF CONTENTS
--------------------------------------------------------------------
Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS
Statements of Net Assets Available for
Benefits as of December 31, 2000 and
1999 2
Statements of Changes in Net Assets
Available for Benefits for the years ended
December 31, 2000 and 1999 3
Notes to Financial Statements 4
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 2000 AND FOR
THE YEAR ENDED DECEMBER 31, 2000
Schedule H - Schedule of Assets Held for
Investment Purposes 12
Schedule H - Schedule of Reportable Transactions 13
Exhibit 23.1 - Consent of Independent Auditors 14
INDEPENDENT AUDITORS' REPORT
Crane Co. Union Employees Savings and Investment Plan:
We have audited the accompanying statements of net assets available for benefits
of the Crane Co. Union Employees Savings and Investment Plan (the "Plan") as of
December 31, 2000 and 1999, 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 31, 2000
and 1999, and the changes in 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 31, 2000 and (2)
reportable transactions for the year ended December 31, 2000 are presented for
the purpose of additional analysis and are not a required part of the basic 2000
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 2000 financial
statements and, in our opinion, are fairly stated in all material respects when
considered in relation to the basic 2000 financial statements taken as a whole.
Deloitte & Touche LLP
Stamford, Connecticut
June 25, 2001
1
CRANE CO. UNION EMPLOYEES SAVINGS AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2000 AND 1999
2000 1999
INVESTMENTS, AT FAIR VALUE:
Vanguard Money Market Reserves - Prime Portfolio $- $135,882
Vanguard Retirement Savings Trust - 70,258
Vanguard/Windsor II - 121,441
Vanguard/Wellington Fund - 312,963
Vanguard/Morgan Growth Portfolio - 14,655
Vanguard Fixed Income Securities -
Long-Term Corporate Portfolio - 10,448
Vanguard Index Trust - 500 Portfolio - 72,646
Vanguard/PRIMECAP Fund - 20,016
Crane Co. Stock Fund 18,059 46,576
Prudential Jennison Growth Fund Z 79,590 -
Prudential Stock Index Fund Z 104,084 -
Norwest/Stable Value Fund 327,761 -
Fidelity Advisors Growth Opportunities Fund T
127,509 -
Oppenheimer Enterprise Fund A 42,032 -
Putnam International Growth Fund A 22,791 -
Dreyfus Premier Balanced Fund A 158,170 -
Loan Fund 35,989 61,515
------ ------
Total investments 915,985 866,400
------- -------
RECEIVABLES:
Company contributions 1,551
Employee contributions 26,875 22,171
Employee loan payments 1,600 -
----- ------
Total receivables 28,475 23,722
------ ------
NET ASSETS AVAILABLE FOR BENEFITS $944,460 $890,122
======== ========
See notes to financial statements.
2
CRANE CO. UNION EMPLOYEES SAVINGS AND INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 2000 and 1999
--------------------------------------------------------------------------------------- -------------------- ---------------------
2000 1999
CONTRIBUTIONS:
Employee $269,198 $231,882
Company 14,615 18,766
-------- ------
Total contributions 283,813 250,648
--------- -------
(LOSS) EARNINGS ON INVESTMENTS, NET:
Interest and dividends 19,140 61,142
Net (depreciation) in fair value of investments (55,341) (44,031)
-------- --------
Total (loss) earnings on investments, net (36,201) 17,111
--------- ------
DISTRIBUTIONS TO PARTICIPANTS (193,036) (82,040)
ADMINISTRATIVE AND OTHER EXPENSES (238) (170)
---- ----
NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS
54,338 185,549
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year 890,122 704,573
--------- -------
NET ASSETS AVAILABLE FOR BENEFITS
End of year $944,460 $890,122
========== ========
See notes to financial statements.
3
CRANE CO. UNION EMPLOYEES SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements For Years ended December 31, 2000 and 1999
------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The following is a brief description of the Crane Co. Union Employees 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 bargaining 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 predecessor plan was The Mark Controls 401(k) Savings
Plan and was amended effective January 1, 1998 renaming the Plan as the
Crane Co. Union Employees Savings and Investment Plan. Effective January 1,
1998 the Plan became available to those Crane Co. collective bargaining
units who negotiated inclusion in the Plan. The benefits delivered vary by
union group and are dependent upon the negotiated terms through the
collective bargaining process.
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.
D. Changes in the Plan - The Plan received a distribution on December 16, 1999,
of the common shares ofthe 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, these shares of Huttig common stock were
immediately sold and the proceeds used to purchase additional shares of
Crane Co. common stock, in which participants became 100% vested.
E. Changes in Investment Policy - In connection with its decision to name
Prudential, a new Trustee, the Company, effective March 2, 2000, determined
that it was necessary to freeze activity in the Plan until on or about May
24,2000. 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 March 2, 2000.
In March 2000, 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
4
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 April 2000.
F. Participation - Subject to certain conditions, U.S. union employees of
Crane Washington (effective 1998); Powers Process (effective 1995);
Dyrotech Industries (effective 1998) and Kemlite Company Inc. (effective
1998); are eligible to participate in the Plan following completion of one
year of service, as defined in the Plan document. Employees 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.
Contributions are invested in short-term, stock, equity, bond, company
stock or fixed income funds selected by the participant. The Company
matching benefits vary by union group and are dependent upon the negotiated
terms through the collective bargaining process. In accordance with the
Internal Revenue Code, participant pretax contributions could not exceed
$10,500 in 2000 and $10,000 in 1999. Discrimination tests are performed
yearly. Any discrepancies in passing the threshold would result in refunds
to the participants.
H. Expenses - Administrative expenses of the Plan (except those associated
with the Crane Co. 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 are paid by the fund through automatic unit deductions. Participant
loan fees are paid by the participant through automatic payroll deductions.
I. Vesting - Employee contributions are one hundred percent vested.
Vesting for employer contributions are as follows:
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%
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).
5
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 nonforfeitable. Subject to the requirements of the Internal
Revenue Code, the Committee 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 Company adopted a non-standardized prototype plan which
received an Internal Revenue Service opinion letter dated September 12, 1994
and the Internal Revenue Service has determined and informed the Company by
letter dated June 1, 1995 that the Plan, as adopted, and related trust are
designed in accordance with applicable sections of the Internal Revenue Code
(the "Code"). The Plan has been amended since receiving its determination
letter. However, 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.
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 - Some participants (depending on negotiated union
plan) may borrow from their fund accounts a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 or 50 percent of their account
balance. Loan transactions are treated as a transfer 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 2 percent.
Principal and interest are paid ratably through regular payroll deductions.
O. Investment Funds
The Plan has provided the following funds in which participants elected to
invest their Plan assets:
6
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 was to maintain a constant net asset value of $1.00 per share.
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 was to maintain a constant net asset value of $1.00
per share. Plan assets in the Retirement Savings Trust were recorded at
contract value (which represents contributions made under the contract plus
earnings, less withdrawals and administrative expenses) because they were
fully benefit responsive. The average yield was approximately 6% during 1999.
The crediting interest rate was approximately 6% at December 31, 1999. Fair
value of Plan assets invested was $70,258 at December 31, 1999. The fair
value of the Trust's assets approximated contract value at December 31, 1999.
Vanguard/Windsor II - A diversified portfolio of equity securities seeking to
provide long-term growth of capital and income. Its secondary objective was
to provide a reasonable level of current income.
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% of net
assets were allocated to equities and 30-40% to fixed income securities.
Vanguard/Morgan Growth Portfolio - A diversified portfolio of equity
securities seeking to provide long-term growth of capital; dividend income
was incidental.
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.
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 ("S&P
500 Index"). Given this objective, the portfolio was expected to provide
long-term growth of capital and income as well as a reasonable level of
current income.
Vanguard/PRIMECAP Fund - A diversified portfolio of equity securities seeking
to provide long-term growth of capital; dividend income was incidental.
Crane Co. Stock Fund - Investments in the common stock of Crane Co.
--------------------
7
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.
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.
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.
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.
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 Fund - 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.
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.
8
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. The financial statements of the Plan have been prepared using the
accrual basis of accounting.
B. 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 is valued at the quoted market price of the
Company's common stock. Participant loans are valued at cost,
which approximates fair value.
Below are the investments whose fair value individually represented 5 percent
or more of the Plan's net assets as of December 31, 2000 and/or 1999:
2000 1999
--------------------- ------------- --------------------- -------------------
Principal Amounts Market Value Principal Amounts Market Value
($) or Shares/Units ($) or Shares/Units
--------------------- ------------- --------------------- -------------------
Vanguard Money Market Reserves-Prime Portfolio
- - 135,882 $135,882
Vanguard/Windsor II - - 4,863 121,441
Vanguard Index Trust 500 Portfolio
- - 537 72,646
Vanguard Retirement
Savings Trust - - $70,258 70,258
Vanguard/Wellington Fund - - 11,193 312,963
Norwest/Stable Value Fund 11,151 327,761 - -
Fidelity Advisors Growth Opportunities T - -
3,734 127,509
Dreyfus Premier Balanced Fund A - -
10,841 158,170
Prudential Jennison Growth Fund Z - -
4,368 79,590
Prudential Stock Index Fund Z 3,539 104,084 - -
Crane Co. Stock Fund 635 18,059 1,484 46,576
9
C.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
market value of assets at the beginning of the plan year.
D.Distributions to Participants- Benefit payments are recorded when paid.
E.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 net assets available for benefits and contingent assets and liabilities at
the date of the financial statements, and the reported amounts of additions
and deductions 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 Investments, Crane Co. and
participants with loan balances.
4. SUBSEQUENT EVENT
On May 2, 2001 the Sequentia Union Plan merged into the Crane Co. Union
Employees Savings and Investment Plan. The total assets transferred
was $557,599.
10
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrative Committee of the Amended and Restated Crane Co. Union Employees
Savings and Investment Plan has duly caused this annual report to be signed by
the undersigned thereunto duly authorized.
ADMINISTRATIVE COMMITTEE OF THE
CRANE CO. UNION EMPLOYEES
SAVINGS AND INVESTMENT PLAN
/s/G. A. Dickoff
----------------
G. A. Dickoff
/s/ A. I. duPont
----------------
A. I. duPont
/s/ E. Kopczick
----------------
E. Kopczick
/s/ Z. A. Weinberger
------------------
Z. A. Weinberger
Stamford, CT
June 29, 2001
11
CRANE CO. UNION EMPLOYEES SAVINGS AND INVESTMENT PLAN
SCHEDULE H - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2000
Identity of Issue Shares Cost Current Value
----------------- ------ ----- -------------
Prudential Jennison Growth Fund Z* 4,368 $ 106,055 $79,590
Prudential Stock Index Fund Z*
3,539 116,337 104,084
Norwest/Stable Value Fund 11,151 317,324 327,761
Crane Co. Stock Fund* 635 15,903 18,059
Fidelity Advisors Growth Opportunities
Fund T 3,734 161,750 127,509
Oppenheimer Enterprise Fund A 1,922 57,369 42,032
Putnam International Growth Fund A 922 25,220 22,791
Dreyfus Premier Balanced Fund A 10,841 167,348 158,170
Loans to Participants*- Loans have
interest rates ranging from 10.00% to 10.50%
and maturing in 2001 through 2010 - 35,989 35,989
------ ------
$1,003,295 $915,985
========= =======
*Represents a party-in-interest to the plan.
12
CRANE CO. UNION EMPLOYEES SAVINGS AND INVESTMENT PLAN
SCHEDULE H - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2000
Proceeds Cost of Assets
Cost of Assets From Sold Net Gain
Purchased Sales or(Loss)
--------- --------- ---------- --------
Identity of Issue
Series of Transactions
----------------------
Crane Co. Stock Fund* $3,141 $58,490 $60,861 $(2,371)
Vanguard Money Market Reserves
-Prime Portfolio* 8,479 144,361 144,361 -
Vanguard/Windsor II* 6,537 128,183 135,247 $(7,064)
Vanguard Retirement Savings Trust* 6,523 76,781 76,781 -
Vanguard/Wellington Fund* 19,328 324,927 331,329 (6,402)
Vanguard 500 Index* 16,464 91,304 81,308 9,996
Prudential Jennison Growth Fund Z* 45,390 - - -
Prudential Stock Index Fund Z* 90,383 - - -
Fidelity Advisors Growth Opportunities Fund T 127,650 - - -
Dreyfus Premier Balanced Fund A 279,446 - - -
*Represents a party-in-interest to the plan.
13
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-35860 of Crane Co. on Form S-8 of our report dated June 25, 2001 appearing
in this Annual Report on Form 11-K of the Crane Co. Union Employees Savings and
Investment Plan for the year ended December 31, 2000.
/s/ Deloitte & Touche LLP
Stamford, Connecticut
June 29, 2001
14