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, 2000
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
AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN
----------------------------------------------------------
TABLE OF CONTENTS
--------------------------------------------------------------------
Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS
Statements of Net Assets Available for
Benefits as of December 30, 2000 and
1999 2
Statements of Changes in Net Assets
Available for Benefits for the years
ended December 30, 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 11
Schedule H - Schedule of Reportable Transactions 12
Exhibit 23.1 - Consent of Independent Auditors 13
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, 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 30, 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 30, 2000 and (2)
reportable transactions for the year ended December 30, 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
AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN
----------------------------------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 30, 2000 AND 1999
2000 1999
---------------------- -----------------------
ASSETS
INVESTMENTS, AT FAIR VALUE:
Crane Co. Stock Fund 49,573,899 36,230,249
Huttig Stock Fund 1,268,150 1,866,532
Prudential Jennison Growth Fund Z 15,651,828 18,173,787
Prudential Stock Index Fund Z 7,748,731 9,174,765
Norwest Stable Value Fund 20,272,641 21,060,713
Fidelity Advisors Growth Opportunities Fund T 17,435,590 24,803,025
Oppenheimer Enterprise Fund A 3,546,900 204,215
Putnam International Growth Fund A 2,586,303 129,501
Dreyfus Premier Balanced Fund A 7,077,266 8,937,737
Loan Fund 3,431,163 3,515,807
---------------------- -----------------------
Total investments 128,592,471 124,096,331
---------------------- -----------------------
RECEIVABLES:
Company contributions (Crane Co. Stock Fund) 107,282 -
Employee contributions 818,686 881,182
Employee loan payments 122,235 277,525
--------- --------
Total receivables 1,048,203 1,158,707
--------- ---------
Total assets 129,640,674 125,255,038
----------- -----------
LIABILITIES:
Forfeitures due Crane Co. (Crane Co. Stock Fund) - 31,311
----------- ------
NET ASSETS AVAILABLE FOR BENEFITS $129,640,674 $125,223,727
=========== ===========
See notes to financial statements.
2
AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN
----------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS
ENDED DECEMBER 30, 2000 AND 1999
------------------------------------------------------------------------ ----------------------- -----------------------
2000 1999
---- ----
CONTRIBUTIONS:
Employee $10,312,837 $12,878,096
Crane Co. (Crane Co. Stock Fund) 3,008,803 4,024,981
--------- ---------
Total contributions 13,321,640 16,903,077
---------- ----------
EARNINGS (LOSS) ON INVESTMENTS, NET:
Interest and dividends 1,368,464 5,741,981
Net appreciation (depreciation) in fair value of investments 6,167,397 (14,495,922)
--------- ------------
Total earnings (loss)on investments, net 7,535,861 (8,753,941)
--------- -----------
Distributions to participants (18,074,372) (22,853,086)
Assets of Huttig employees transferred to Huttig plan
- (39,313,211)
Rollovers and transfers from other plans 1,602,213 6,070,511
Administrative and other 31,605 (1,693)
--------- -------
Net increase (decrease) in net assets available for benefits 4,416,947 (47,948,343)
Net assets available for benefits
Beginning of year 125,223,727 173,172,070
----------- -----------
Net assets available for benefits
End of year $129,640,674 $125,223,727
============ ============
See notes to financial statements.
3
AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN
----------------------------------------------------------
Notes to Financial Statements For the Years Ended December 30, 2000 and 1999
------------------------------------------------------------------------------
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 Company matching contributions, which are invested in
Company Stock through the Company Matching Contribution Stock Fund 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 of the
Company. 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 - A "Huttig Stock Fund" was created for the purpose
of receiving the distribution on December 16, 1999, of the common shares of
Crane's wholly-owned subsidiary, Huttig Building Products Corporation (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 in their
shares of Huttig and persuant to the Plan as amended, a participant could
continue to hold those shares in 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
Corporation and its participating subsidiaries, became eligible to
participate in a substantially similar plan sponsored by Huttig Building
Products Corporation. 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
E. Changes in Investment Policy - In connection with its decision to name 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, all existing account balances in the
Vanguard/Primecap Fund and Vanguard/Morgan Growth Fund were transferred to
the Prudential Jennison Growth Fund Z and amounts in the Vanguard/Windsor
II Fund were transferred to Fidelity Advisors Growth Opportunities Fund T.
Existing account balances in the Vanguard Index Trust- 500 Portfolio were
transferred to the Prudential Stock Index Fund Z. Funds in the
Vanguard/Wellington Fund were transferred to the Dreyfus Premier Balanced
Fund A and monies 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
Bank/Stable Value Fund. Copies of the Prospectus for each of these
investment funds are available to participants from Prudential. Two
additional funds were made available to employees, the Oppenheimer
Enterprise Fund A and the Putnam International Growth Fund A. 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 seven of its subsidiaries: Dyrotech Industries; Kemlite Company Inc.;
Cochrane Inc.; Crane Capital Corp.; Unidynamics St.Louis Inc.; and Mark
Controls Corporation(collectively,the "Employer") 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 followingtheir 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. In
addition, the contribution limit for highly compensated employees, those
whose 2000 earnings equal or exceed $80,000,is seven percent. Contributions
are invested in 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 the
Company Stock Fund. In accordance with the Internal Revenue Code,
participant pretax contributions could not exceed $10,500 in 2000 and
$10,000 in 1999.
-5-
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 deductions.
I. Vesting - Employee contributions are 100 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).
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 Administrative 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
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 50
percent of their account balance. Loan transactions are treated as a
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 2 percent. Principal and interest are paid ratably through regular
payroll deductions.
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 Funds
The Plan provides the following funds in which participants can elect to
invest their Plan assets:
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 common shares of Huttig Building Products Inc. to all
holders of record of Crane Co. common stock. This distribution occurred in
December 1999. Participants were 100 percent vested in the shares of Huttig
Building Products Inc. 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.
Prudential Jennison Growth Fund Z - 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 Fund Z - 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 indicies, and futures contracts on
stock indicies and options.
7
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 Fund T- 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 Fund 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 $500 million. It may invest the
remaining assets in companies with larger market capitalizations. The fund
may invest without limitations in foreign securities. It may invest in
investment-grade debt securities.
Putnam International Growth Fund A - A diversified portfolio of equity
securities seeking to provide long-term growth of capital. The fund
normally invests at least 65% of assets in equity securities of companies
located outside the United States. It may invest in companies of any size
that it judges to be in a strong growth trend or that it believes to be
undervalued. The fund may invest in both developed and emerging markets.
Dreyfus Premier Balanced Fund A - Seeks to out perform a hybrid index that
includes the S&P 500 index and the Lehman Brothers Intermediate Bond index.
The fund normally invests 60% of assets in common stocks and 40% in
investment-grade bonds. Although the equity and debt portions are similar
to their respective indices, the fund may purchase securities not included
on the indicies.
B. Investment Valuation - Investments in mutual funds are valued at the
closing composite price published for the last business day of the year.
The Crane Co. Stock Fund and Huttig Stock Fund are valued at the quoted
market price of the respective companies common stock. Participant loans
are valued at cost, which approximates fair value.
8
Below are the investments whose fair value individually represented 5 percent
or more of the Plan's net assets as of December 30, 2000 and 1999:
2000 1999
------------------------- -------------------- ---------------------- --------------------
Principal Amount ($) or Market Value Principal Amount ($) Market Value
Shares/Units or Shares/Units
------------------------- -------------------- ---------------------- --------------------
Crane Co. Stock Fund 1,743,258 $49,573,899 1,857,961 $36,230,249
Prudential Jennison Growth Fund Z 859,047 $15,651,828 738,172 $18,173,787
Prudential Stock Index Fund Z 263,473 $7,748,731 282,648 $9,174,765
Norwest/Stable Value Fund 689,715 $20,272,641 758,374 $21,060,713
Fidelity Advisors Growth Opportunities
Fund T 510,559 $17,435,590 534,203 $24,803,025
Dreyfus Premier Balanced Fund A 485,076 $7,077,265 576,628 $8,937,737
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 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 Prudential Trust Company, Crane Co. and participants with
loan balances.
9
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/E. Kopczick
----------------
E. Kopczick
/s/Z. A. Weinberger
------------------
Z. A. Weinberger
Stamford, CT
June 29, 2001
10
AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN
SCHEDULE H - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 30, 2000
Identity of Issue Shares Cost Current Value
Crane Co. Stock Fund* 1,743,258 30,561,652 49,573,899
Huttig Stock Fund 307,430 1,222,323 1,268,150
Prudential Jennison Growth Fund Z 859,046 19,090,491 15,651,828
Prudential Stock Index Fund Z 263,473 8,141,195 7,748,731
Norwest Stable Value Fund 689,715 19,155,611 20,272,641
Fidelity Advisors Growth
Opportunities Fund T 510,559 24,152,972 17,435,590
Oppenheimer Enterprise Fund A 162,255 5,878,913 3,546,900
Putnam International Growth Fund A 104,666 2,972,274 2,586,303
Dreyfus Premier Balanced Fund A 485,076 7,533,300 7,077,266
Loan Fund - 3,431,163 3,431,163
----------- -----------
$122,139,894 $128,592,471
=========== ===========
*Represents a party-in-interest to the plan.
11
AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN
SCHEDULE H - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 30, 2000
Cost of Assets Proceeds Cost of
Purchased From Assets Net Gain
Sales Sold or(Loss)
Identity of Issue
Series of Transactions
----------------------
Crane Co. Stock Fund* $5,728,874 $8,390,313 $5,983,105 $2,407,208
*Represents a party-in-interest to the plan.
12
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No
33-22700 on Form S-8 of Crane Co. of our report dated June 25, 2001 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, 2000.
/s/ Deloitte & Touche LLP
Stamford, Connecticut
June 29, 2001
13