As filed with the Securities and Exchange Commission on May 19, 1994
Registration No. 33-
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- -------------------------------------------------------------------------------AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION Washington,ON SEPTEMBER 22, 2003
REGISTRATION NO. 333-
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------------
CRANE CO.
(Exact name of registrant as specified in its charter)
DELAWARE 13-1952290
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 FIRST STAMFORD PLACE
STAMFORD, CONNECTICUT 06902
(203) 363-7300
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
PAUL R. HUNDTAUGUSTUS I. DUPONT
VICE PRESIDENT, GENERAL COUNSEL AND& SECRETARY
CRANE CO.
100 FIRST STAMFORD PLACE
STAMFORD, CONNECTICUT 06902
(203) 363-7300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
ALAN DEAN, ESQ.
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
---------------
Approximate date of commencement of proposed sale to the public:------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /[ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/[X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]_______
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]_______
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------
CALCULATION OF REGISTRATION FEE
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- ---------------------------------------------------------------------------------------------------
PROPOSED----------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT BEINGTO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE (1) REGISTRATION SECURITIES BEING REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(1)FEE (2)
FEE
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Debt Securities . . . . . . $300,000,000 100% $300,000,000 $103,449$24,270
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- ---------------------------------------------------------------------------------------------------
(1) Or, if any Debt Securities are issued at an original issue discount,
such greater principal amount as shall result in an aggregate initial
offering price of $300,000,000.
(2) Exclusive of accrued interest, if any. Estimated solely for the purpose
of calculating the registration fee.----------------------------------------------------------------------------------------------------------------------
--------------------
The Registrant hereby amends(1) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(o). In no event will the aggregate initial
offering price of all Debt Securities issued from time to time pursuant to
this Registration Statement onexceed $300,000,000. If any Debt Securities are
issued at an original issue discount, then the offering price shall be in
such date or
datesgreater principal amount as may be necessaryshall result in an aggregate initial
offering price of up to delay its effective date until$300,000,000, less the Registrant shall
filedollar amount of any Debt
Securities previously issued hereunder.
(2) On March 11, 1999, Crane Co. filed a further amendment which specifically states that this Registration Statement shall thereafter become effectiveon Form S-3
(No. 333-74271) with respect to Debt Securities with an aggregate initial
offering price of up to $250,000,000, and in accordance with Section 8(a)connection therewith paid an
aggregate filing fee of $69,500. Pursuant to Rule 457(p) under the
Securities Act of 1933, or until this Registration Statement shall become
effective on$13,900 of such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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- -------------------------------------------------------------------------------
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted priorfiling fee, which amount relates to
the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities$50,000,000 in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
PROSPECTUS (Subject to Completion)
Issued May 19, 1994
$300,000,000
CRANE CO.
DEBT SECURITIES
---------------
Crane Co. (the "Company" or "Crane") may offer from time to time, in one or
more series, senior debt securities (the "Senior Securities") and/or
subordinated debt securities (the "Subordinated Securities"), each of which will
be a direct, unsecured obligation of the Company and offered to the public on
terms determined at the time of sale (the Senior Securities and the Subordinated
Securities being herein referred to collectively as the "Debt Securities"). The
Company may sell Debt Securities for proceeds of up to $300,000,000 directly,
through agents designated from time to time, through dealers or through
underwriters also to be designated. See "Plan of Distribution."
The specific terms ofthat remain unsold thereunder, is offset
against the Debt Securities, including, where applicable, the
designation, aggregate principal amount, denominations, purchase price,
maturity, interest rate (which may be fixed or variable) and time of payment of
interest, if any, any terms for mandatory or optional redemption, any terms for
sinking fund payments, any listing on a securities exchange and any other
specific terms in connection with the sale of the Debt Securities in respect of
which this Prospectus is being delivered are set forth in the accompanying
Prospectus Supplement (the "Prospectus Supplement") and Pricing Supplement, if
any.
---------------currently due filing fee.
------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BYUNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ORIS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED SEPTEMBER 22, 2003
PROSPECTUS
CRANE CO.
$300,000,000
DEBT SECURITIES
COMMISSION NOR HASWe will provide the specific terms of the securities in supplements to
this prospectus. You should read this prospectus and the related supplement
carefully before you invest.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION ORNOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACYADEQUACY OR ADEQUACYACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------
The date of this Prospectus is May 19, 1994._______________, 2003
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE INYou should rely only on the information contained or incorporated by
reference in this prospectus and in any accompanying prospectus. We have not
authorized any other person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on
it. We are not making an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted.
You should not assume that the information contained in this
prospectus, any prospectus supplement or the documents incorporated by reference
is accurate as of any date other than the date on the front cover of this
prospectus, any prospectus supplement or those documents.
As used in this prospectus, the terms "Crane", "we", "our", the
"Company", and "us" may, depending upon the context, refer to Crane Co., to one
or more of its consolidated subsidiaries or to all of them taken as a whole.
TABLE OF CONTENTS
PAGE
----
About This Prospectus...................................................... 2
Forward-Looking Information................................................ 2
Where You Can Find More Information........................................ 3
About Crane................................................................ 3
Use of Proceeds............................................................ 4
Consolidated Ratio of Earnings to Fixed Charges............................ 4
Description of Debt Securities............................................. 4
Form, Exchange, Registration And Transfer.................................. 12
Payment And Paying Agents.................................................. 12
Plan of Distribution....................................................... 13
Legal Matters.............................................................. 14
Experts.................................................................... 14
ABOUT THIS PROSPECTUS
OR
THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR ANY UNDERWRITER, DEALER OR AGENT. NEITHER THE DELIVERY OF THIS
PROSPECTUS OR THE ACCOMPANYING PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER
OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN OR IN THE ACCOMPANYING PROSPECTUS SUPPLEMENT IS
CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF OR THEREOF OR THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THEREOF. NEITHER THIS PROSPECTUS NOR THE ACCOMPANYING PROSPECTUS SUPPLEMENT
CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY DEBT
SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
AVAILABLE INFORMATIONThis prospectus is part of a registration statement that we have filed with
the SEC using a "shelf" registration process. Using this process, we may offer
the debt securities described in this prospectus in one or more offerings with a
total initial offering price of up to $300,000,000. This prospectus provides you
with a general description of the debt securities we may offer. Each time we
offer debt securities, we will provide a prospectus supplement and, if
applicable, a pricing supplement. The Company is subjectprospectus supplement and any pricing
supplement will describe the specific terms of that offering. The prospectus
supplement and any pricing supplement may also add to, update or change the
information contained in this prospectus. Please carefully read this prospectus,
the prospectus supplement and any pricing supplement, in addition to the
informational requirementsinformation contained in the documents we refer to under the heading "Where You
Can Find More Information."
FORWARD-LOOKING INFORMATION
This prospectus contains information about us, some of which is
incorporated by reference from other documents. This information includes
"forward-looking statements" within the meaning of the Private Securities
ExchangeLitigation Reform Act of 1934,1995. Forward-looking statements are statements other
than historical information or statements about our current condition. You can
identify forward-looking statements by the use of terms such as amended (the "Exchange Act"),"believes,"
"contemplates," "expects," "may," "will," "could," "should," "would," or
"anticipates," other similar phrases, or the negatives of these terms.
We have based the forward-looking statements relating to our operations on
our current expectations, estimates and projections about us and the markets we
serve. We caution you that these statements are not guarantees of future
performance and involve risks and uncertainties. In addition, we have based many
of these forward-looking statements on assumptions about future events that may
prove to be inaccurate. Accordingly, our actual outcomes and results may differ
materially from what we have expressed or forecast in the forward-looking
statements. Any differences could result from a variety of factors, including
the following:
o Fluctuations in domestic and international business cycles generally
and in accordance therewith filesend markets for our products such as aerospace, transportation
and petrochemical processing;
o Competitive pressures, including the need for technology improvement,
successful new product development and introduction, continued cost
reductions, and any inability to pass increased costs of raw materials
to customers;
o Our ongoing need to attract and retain highly qualified personnel and
key management;
o Our ability to successfully value and integrate acquisition
candidates;
o Decline in demand for our products and services, including:
o aircraft products and repair services in our Aerospace segment;
o production of fiberglass reinforced panels by our Engineered
Materials segment for truck trailers, recreational vehicles,
industrial or building products;
o products from our Fluid Handling segment for the petroleum
refining and petrochemical processing industries;
o products from our Controls segment that are utilized in the
industrial machinery, oil and gas or heavy equipment industries;
o changes in demand for our domestic vending machine business and
German-based coin validation machine business; and
o reductions in Congressional appropriations that affect defense
spending.
o Economic instability, currency fluctuation and other risks of doing
business outside of the U.S.;
o Delays in launching or supplying new products or an inability to
achieve new product sales objectives, particularly in our domestic
vending machine business;
o Increased price competition from larger competitors, particularly in
our Fluid Handling segment;
2
o The ability of the United States government to terminate its
contracts; and
o Adverse effects on our business and results of operations, as a whole,
as a result of further increases in asbestos claims or the cost of
defending and settling such claims.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports proxy statements and other information with
the SecuritiesSEC. You may access and Exchange Commission (the "Commission"),read our SEC filings, including the complete
registration statement and all of whichthe exhibits to it, through the SEC's Internet
site at www.sec.gov. This site contains reports, proxy and information
statements and other information regarding issuers that file electronically with
the SEC. You may be
inspectedalso read and copiedcopy any document we file at the SEC's public
reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington,
D.C. 20549, and at the following Regional Offices of the Commission: Chicago
Regional Office, Northwest Atrium Center, 500 West Madison Street, Chicago,
Illinois 60661; and New York Regional Office, Seven World Trade Center, New
York, New York 10048. Copies of such material can be obtained at prescribed
rates from the Public Reference Section of the Commissionroom located at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. Such material canPlease
call the SEC at 1-800-SEC-0330 for further information on the public reference
room. Our filings are also be
inspectedavailable at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005, whereNY 10005.
As permitted by SEC rules, the Company's Common Stockregistration statement contains exhibits and
other information that are not contained in this prospectus. Our descriptions in
this prospectus of the provisions of documents filed as exhibits to the
registration statement or otherwise filed with the SEC are only summaries of the
documents' material terms. If you want a complete description of the content of
the documents, you should obtain the documents yourself by following the
procedures described above.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you directly to those documents. The information incorporated by
reference is listed.
This Prospectus constitutesconsidered to be part of a Registration Statement filed by
the Companythis prospectus. In addition, information
we file with the Commission underSEC in the Securities Act of 1933, as amended
(the "Securities Act"). This Prospectusfuture will automatically update and the accompanying Prospectus
Supplement omit certain of thesupersede
information contained in the Registration
Statement in accordance with the rulesthis prospectus and regulations of the Commission.
Reference is hereby made to the Registration Statement and related exhibits for
further information with respect to the Company and the Debt Securities.
Statements contained herein concerning the provisions of any document are not
necessarily complete and, in each instance, where a copy of such document has
been filed as an exhibit to the Registration Statement or otherwise has been
filed with the Commission, reference is made to the copy so filed. Each such
statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents previously filed by the Company with the
Commission (File No. 1-1657) are incorporatedaccompanying prospectus
supplement. We incorporate by reference into this Prospectus.
1. The Company'sour Annual Report on Form 10-K for the
fiscal year ended December 31, 1993.
2. The Company's2002, our Quarterly ReportReports on Form 10-Q for the
fiscal quarterquarters ended March 31, 1994.
3. The Company's2003 and June 30, 2003 and our Current Reports
on Form 8-K filed January 23, 2003, April 16, 2003 (other than information filed
under Item 12, 1994
(as amendedResults of Operations and Financial Condition, which is not
incorporated by Form 8-K-A filed January 26, 1994)reference), filed March
31, 1994 (as amendedJune 6, 2003 and August 29, 2003, and any future
filings made by Form 8-K-A filed May 2, 1994), filed
May 12, 1994 (as amended by Form 8-K-A filed May 12, 1994) and
filed May 18, 1994.
All documents filed by the Companyus with the Commission pursuant toSEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act after the date of this
Prospectus and prior to the termination of the offering of the Debt Securities
shall be deemed to be incorporated by reference into this Prospectus from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any Prospectus Supplement or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, including any beneficial owner, upon written or
oral request of such person, a copy of any and1934 until we sell all of the documents that have
beensecurities we are
offering.
You may request a free copy of these filings by writing or may be incorporated by reference herein (other than exhibits to such
documents which are not specifically incorporated by reference into such
documents). Such requests should be directed to Secretary,telephoning us
at the following address: Crane Co., 100 First Stamford Place, Stamford, ConnecticutCT
06902, (telephoneAttention: Corporate Secretary; (203) 363-7300).
2
THE COMPANY
The Company is363-7300. Free copies that we send
you will exclude exhibits unless the exhibits are specifically incorporated by
reference into the documents requested.
ABOUT CRANE
We are a diversified manufacturer of engineered industrial products, serving niche markets in aerospace, fluid handling, automatic
merchandising and the construction industry. The Company's Wholesale
Distribution segment serves the building products markets and industrial
customers. The Company'sproducts.
Our strategy is to grow the earnings of niche businesses with high market
share, acquire companies that offer strategic fits with existing businesses,
aggressively pursue operational and strategic linkages among our businesses,
build an aggressive and committed management team whose interests are directly
aligned with those of the shareholders and maintain a balancedfocused, efficient
corporate structure.
Our business mixconsists of five segments.
The Aerospace Segment has two business groups: aerospace and to
focus on niche businesses where it can obtainelectronics.
Aerospace products include ELDEC's pressure, fuel flow and position sensors and
subsystems; ELDEC's aircraft electrical power components and subsystems;
Hydro-Aire's brake control systems; and coolant, lube and fuel pumps from Lear
Romec and Hydro-Aire. Electronic products include high-reliability power
supplies and custom microelectronics from Interpoint for aerospace, defense,
medical and other applications; power management products, electronic radio
frequency and microwave frequency components and subsystems from Signal
Technology Corporation for the defense, space and military communications
markets; and customized contract manufacturing services and products from
General Technology Corporation for military and defense applications.
The Engineered Materials segment consists of Kemlite and Polyflon. Kemlite
manufactures fiberglass reinforced plastic panels for the truck trailer and
recreational vehicle markets, industrial markets and the commercial construction
industry. Polyflon manufactures microwave laminates and other specialty
components for wireless communication, magnetic resonance imaging, microwave and
radar system manufacturers.
The Merchandising Systems segment is made up of two parts: Crane
Merchandising Systems which makes food, snack and beverage vending machines, and
National Rejectors Inc., GmbH which makes coin changers and validators in
Europe.
3
The Fluid Handling segment manufactures and sells industrial valves and
actuators; provides valve testing, service and parts; manufactures and sells
pumps and water treatment systems; distributes pipe, valves and fittings; and
designs, manufactures and sells corrosion-resistant plastic-lined pipes and
fittings.
The Controls segment includes Barksdale, a significant market position
building on its strengthproducer of ride-leveling,
air-suspension control valves for heavy trucks and trailers, as well as
pressure, temperature and level sensors used in special engineered, light-to-medium manufacturinga range of industrial machinery
and distribution, while reducing its reliance on highly capital-intensiveequipment and
cyclical businesses.
The Company was reincorporated in the state ofmarine and mobile hydraulics markets. Azonix/Dynalco
manufactures electronic human-machine interface panels for harsh and hazardous
environments, such as oil rigs and platforms, and large engine monitoring and
diagnostic systems.
Founded in 1855, Crane employs over 10,400 people in North America, Europe,
Asia and Australia. Crane is a Delaware in 1985 as the
successor to an Illinois corporation which tracedand has its origins to 1855. The
Company's principal
executive offices are located at 100 First Stamford Place, Stamford, Connecticut 06902, and itsCT 06902. Our telephone
number is (203) 363-7300.
USE OF PROCEEDS
Except as otherwise provided in the Prospectus Supplement,We will use the net proceeds from the sale of the Debt Securities will be used to repay outstanding
borrowings anddebt securities for working capital andour
general corporate purposes, which may include acquisitions. While the Company regularly evaluates acquisition
candidates and conducts preliminary discussions, the Company is not currently
involvedmaking additions to our working
capital; repaying indebtedness; making acquisitions; or for any other purposes
we describe in any negotiations with respect to, and has no agreement or
understanding regarding, any such acquisition.
RATIOSan accompanying prospectus supplement.
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth theour consolidated ratio of earnings to fixed
charges for the Company for eachperiods indicated:
Year ended Ratio of the five years endedEarnings
December 31, 1993 and for the
three months ended March 31, 1994.To Fixed Charges
------------ ----------------
2002...................... 2.00x
2001...................... 6.22x
2000...................... 8.59x
1999...................... 6.01x
1998...................... 7.26x
Six Months Ended Ratio of Earnings
June 30, To Fixed Charges
------------ ----------------
2003...................... 6.87x
For the purpose of calculating suchthe ratio "earnings"of earnings to fixed charges, our
earnings consist of income from continuing operations before income taxes and fixed charges. Fixed charges (excluding capitalized interest). "Fixed charges"
consist of interest expense and one-third of our rental expense, (whichwhich
approximates the interest factor) and capitalized interest.
Three Months
Ended
Year Ended December 31, March 31,
-------------------------------------------- ------------
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
4.42 5.36 5.04 2.90 5.73 3.70
3
factor.
DESCRIPTION OF DEBT SECURITIES
The debt securities will be either senior or subordinated debt securities.
This section summarizes terms of the debt securities that are common to all
series, the covenants of our company applicable to our senior debt securities
and the subordination provisions applicable to our subordinated debt securities.
Most of the financial terms and other specific terms of your debt securities are
described in the prospectus supplement attached to the front of this prospectus.
Those terms may vary from the terms described here. The prospectus supplement
may also describe special federal income tax consequences of the debt
securities.
The debt securities are governed by documents called "indentures." The
indentures are contracts between us and a financial institution acting as the
trustee. The trustee has two main roles. First, the trustee can enforce your
rights against us if we default. There are some limitations on the extent to
which the trustee acts on your behalf, described on page 9 under "Events of
Default--Remedies If an Event of Default Occurs." Second, the trustee performs
administrative duties for us.
Senior Securitiesdebt securities will be issued under an Indenture dated as of
April 1, 1991 (the "Senior Indenture")indenture between the CompanyCrane and
The Bank of New York, as Trustee (the "Senior Trustee"),trustee, and the Subordinated Securitiessubordinated debt securities will be
issued under an Indenture (the "Subordinated Indenture")indenture between Crane and Lasalle Bank National Association,
as trustee. The indentures contain substantially the Company and
The First National Bank of Chicago, as Trustee (the "Subordinated Trustee").
The Senior Indenturesame terms, except for
certain covenants in the indenture for the senior debt securities and the
formsubordination provisions in the indenture for the subordinated debt securities.
4
The indentures contain the full text of Subordinated Indenture (collectively the "Indentures")matters described in this
section. The indentures and the debt securities are governed by New York law.
Copies of the indentures have been filed with the SEC and have been incorporated
by reference as exhibits to the Registration Statement and are also
availableregistration statement. See "Where You Can Find
More Information" on page 3 for inspection at the officeinformation on how to obtain a copy. The summary
that follows includes references to section numbers of the respective Trustee. The following
statements areindentures so that
you can more easily locate these provisions.
Because this section is a summary, it does not describe every aspect of the
debt securities. This summary is subject to and qualified in its entirety by
reference to all the detailed provisions of the Indenturesindentures, including definitions used in
the definitions therein of certain terms which are not otherwise definedindentures. For example, in this Prospectus. Section references aresection we use capitalized words to both Indentures unless otherwise
indicated. Wherever particular provisionssignify
defined terms that have been given special meaning in the indentures. We
describe the meaning in detail in the indentures. In the prospectus and
prospectus supplement, we summarize the meaning for only the more important
terms. Whenever we refer to sections or defined terms of the Indentures are referred to,
such provisionsindentures in this
prospectus or in the prospectus supplement, those sections or defined terms are
incorporated by reference as parthere or in the prospectus supplement. This summary
also is subject to and qualified by reference to the description of the
statements made and
the statements are qualified in their entirety by such reference. The
Indentures are substantially identical, except for certain covenantsparticular terms of the
Company containedyour debt securities described in the Senior Indenture and provisions relating to
subordination contained inprospectus supplement.
GENERAL
We may offer the Subordinated Indenture.
GENERAL
The Indentures do not limit the aggregate principal amount of Debt
Securities which may be issued thereunder and provide that the Debt Securities
may be issueddebt securities from time to time in one or more series.as many distinct
series as we may choose. All Senior Securities
will be direct, unsecured and unsubordinated obligations of the Company and will
rank equally with any other unsecured and unsubordinated obligations of the
Company for borrowed money. All Subordinated Securitiesdebt securities will be direct, unsecured
obligations of ours. The senior debt securities will have the Companysame rank as all
of our other unsecured and unsubordinated debt. The subordinated debt securities
will be subordinated to Senior Indebtedness as described in the "Subordination
Provisions" section on pages 7 and 8. Neither indenture limits the amount of
debt that we may issue under that indenture, nor does either indenture limit the
amount of other unsecured debt or securities that we or our subsidiaries may
issue.
Our sources of payment for the debt securities are revenues from our
operations and investments, and cash distributions from our subsidiaries. Our
subsidiaries account for most of our consolidated assets and a significant
portion of our earnings. As a result, our ability to pay our obligations,
including our obligation to make payments on the debt securities, depends upon
our subsidiaries repaying investments and advances we have made to them and upon
the earnings of our subsidiaries and their distributing those earnings to us.
Our subsidiaries are separate and distinct legal entities and have no obligation
whatsoever to pay any amounts due on the debt securities or to make funds
available to us. Our subsidiaries' ability to pay dividends or make other
payments or advances to us will depend upon their operating results and will be
subject to applicable laws and contractual restrictions. The indentures do not
limit our subsidiaries' ability to enter into agreements that prohibit or
restrict dividends or other payments or advances to us.
To the extent that we must rely on cash from our subsidiaries to pay
amounts due on the debt securities, the debt securities will be effectively
subordinated to all our subsidiaries' liabilities, including their trade
payables. This means that our subsidiaries must pay all their creditors in full
before their assets are available to pay holders of our debt securities. Even if
we are recognized as a creditor of our subsidiaries, our claim would be
subordinated to any security interests in their assets and also could be
subordinated to all other claims on their assets or earnings.
The indentures and the debt securities do not contain any covenants or
other provisions designed to protect holders of the debt securities if we
participate in a highly leveraged transaction. The indentures and the debt
securities also do not contain provisions that give holders of the debt
securities the right to require us to repurchase their debt securities if our
credit ratings decline due to a takeover, recapitalization or similar
restructuring or otherwise.
You should look in the prospectus supplement for the following terms of the
debt securities being offered:
o The title of the debt securities and whether such debt securities will
be senior debt securities or subordinated debt securities;
o The total principal amount of such debt securities;
o The price at which such debt securities will be issued;
o The date or dates on which such debt securities will mature and the
right, if any, to extend such date or dates;
o The annual rate or rates, if any, at which such debt securities will
bear interest, and, if the interest rate is variable, the method of
determining such rate;
o The date or dates from which such interest will accrue, the interest
payment dates on which such interest will be payable or the manner of
determination of such interest payment dates and the record dates for
the determination of holders to whom interest is payable on any
interest payment dates;
5
o Any redemption, repayment or sinking fund provision;
o The form of such debt securities, including whether we will issue the
debt securities in individual certificates to each holder or in the
form of temporary or permanent global securities held by a depositary
on behalf of holders;
o If the amount of payments of principal of, premium, if any, or
interest on the debt securities may be determined by reference to an
index, the manner in which that amount will be determined; and
o Any other terms of the debt securities that will not conflict with the
applicable indenture, including any changes or additions to the events
of default or covenants described in this prospectus, and any terms
which may be required by or advisable under applicable laws or
regulations. (Section 2.3 and Section 4.1)
Debt securities bearing no interest or interest at a rate that at the time
of issuance is below the prevailing market rate may be sold at a discount below
their stated principal amount. Special federal income tax and other special
considerations applicable to any discounted debt securities or to debt
securities issued at par which are treated as having been issued at a discount
for federal income tax purposes will be described in the applicable prospectus
supplement.
RESTRICTIVE COVENANTS
We have agreed to two principal restrictions on our activities and the
activities of our Subsidiaries for the benefit only of holders of the senior
debt securities. The restrictive covenants summarized below will apply to each
series of senior debt securities as long as any of those senior debt securities
are outstanding, unless waived or amended, or the prospectus supplement states
otherwise.
CAPITALIZED TERMS. Definitions of some of the important capitalized terms
used in this section can be found under "Certain Definitions Relating to our
Restrictive Covenants" on page 7.
RESTRICTIONS ON LIENS. Some of our property may be subject to a mortgage or
other legal mechanism that gives some of our lenders preferential rights in that
property over other general creditors, including the direct holders of the
senior debt securities, if we fail to pay them back. These preferential rights
are called "Liens." We agree in the indenture for the senior debt securities
that, with certain exceptions described below, we will not, and we will not
permit any of our Subsidiaries to, become obligated on any new debt that is
secured by a Lien on any of our or our Subsidiaries' property, unless we or our
Subsidiary grant an equal or higher-ranking Lien on the same property to the
direct holders of the senior debt securities and, if we so determine, to the
holders of any of our other debt that ranks equally with the senior debt
securities. (Section 3.9)
We do not need to comply with this restriction if the amount of all of our
and our Subsidiaries' debt that would be secured by Liens on our property or the
property of our Subsidiaries and all "Attributable Debt" as described under
"Restrictions on Sales and Leasebacks," below, that results from a Sale and
Leaseback Transaction involving our property or the property of our
Subsidiaries, is not more than 10% of our Consolidated Net Tangible Assets.
When we calculate the limits imposed by this restriction, we can disregard
the following types of Liens:
o Liens on the property of any of our Subsidiaries, if those Liens are
existing at the time the corporation becomes our Subsidiary;
o Liens on property existing at the time we acquire the property,
including property we may acquire through a merger or similar
transaction, or that we grant in order to purchase the property
(sometimes called "purchase money mortgages");
o Intercompany Liens in favor of us or our wholly owned Subsidiaries;
o Liens in favor of federal or state governmental bodies or any other
country or political subdivision of another country, that we may grant
in order to assure our payments to such bodies that we owe by law or
because of a contract we entered into;
o Liens that extend, renew or replace any of the Liens described above;
o Liens that arise in the ordinary course of business and that relate to
amounts that are not yet due or that we are contesting in good faith;
o Liens that arise under worker's compensation laws or similar laws;
6
o Liens that arise from lawsuits that we are contesting in good faith,
judgment Liens that are satisfied within 15 days after the imposition
of the Lien becomes unappealable, and Liens incurred by us for the
purpose of securing our discharge from a lawsuit;
o Liens in favor of a taxing authority for taxes that are not
delinquent, that we can pay without penalty, or that we are contesting
in good faith; and
o Other Liens that arise in the ordinary course of our business that are
not incurred in connection with the creation of debt and that do not,
in our opinion, impair the value of the assets encumbered by the
Liens.
We are permitted to have as much unsecured debt as we choose.
RESTRICTIONS ON SALES AND LEASEBACKS. We agree that we will not and will
not permit our Subsidiaries to enter into any Sale and Leaseback Transaction
involving our property or the property of our Subsidiaries, unless we comply
with this restrictive covenant. A "Sale and Leaseback Transaction" generally is
an arrangement between us and a bank, insurance company or other lender or
investor where we lease a property which was or will be sold by us to that
lender or investor, other than a lease for a period of three years or less.
(Section 3.10)
We can comply with this restrictive covenant in one of two ways:
o We will be in compliance if we could, at the time of the transaction,
grant a Lien on the property to be leased in an amount equal to the
Attributable Debt for the Sale and Leaseback Transaction without being
required to grant an equal or higher-ranking Lien to the direct
holders of the senior debt securities as described on page 6 under
"Restrictions on Liens."
o We can also comply if the proceeds of the sale of the property are at
least equal to its fair market value and within 90 days of the
transaction we apply an amount equal to the proceeds either to
purchase property or to retire senior debt securities, or any other
debt that has a maturity of more than one year or is by its terms
renewable or extendible beyond one year at our option.
CERTAIN DEFINITIONS RELATING TO OUR RESTRICTIVE COVENANTS. Following are
summary definitions of some of the capitalized terms that are important in
understanding the restrictive covenants previously described.
"Attributable Debt" means the total present value of the rental payments
during the remaining term of any lease associated with a Sale and Leaseback
Transaction. To determine that present value, we use a discount rate equal to
the average interest borne by all outstanding senior debt securities determined
on a weighted average basis and compounded semi-annually.
"Consolidated Net Tangible Assets" is the total amount of assets after
subtracting all current liabilities and all trade names, trademarks, licenses,
patents, copyrights, goodwill, organizational costs and deferred charges, other
than prepaid items and tangible assets being amortized, as those amounts appear
on our most recent quarterly or annual consolidated balance sheet.
"Subsidiary" means a corporation in which we and/or one or more of our
other Subsidiaries owns at least 50% of the voting stock, which means stock that
ordinarily permits its owners to vote for the election of directors. (Section
1.1)
SUBORDINATION PROVISIONS
Under the indenture for the subordinated debt securities, payment of the
principal, interest and any premium on the subordinated debt securities will
generally be subordinated to the prior payment in full of all Senior Indebtedness (which term includes the Senior
Securities) of the Company described below under "Provisions Applicable Solely
to Subordinated Securities - Subordination." Except as described under
"Provisions Applicable Solely to Senior Securities," the Indentures do not limit
other indebtedness or securities which may be incurred or issued by the Company
or any of its subsidiaries or contain financial or similar restrictions on the
Company or any of its subsidiaries.
The Company's source of payment of the Debt Securities is revenues from
operations conducted directly by it and cash distributions from its
subsidiaries. Because a substantial majority of the Company's consolidated
assets and a significant portion of its earnings are accounted for by its
subsidiaries, the Company's cash flow and the consequent ability to service its
debt (including the Debt Securities) are dependent upon the earnings of such
subsidiaries and other companies in which the Company has investments and the
distribution of those earnings to the Company. To the extent the Company must
rely on earnings of its subsidiaries and other companies in which it has an
investment to pay amounts owed on the Debt Securities, the Debt Securities will
effectively be subordinated to all liabilities, including trade payables, of the
Company's subsidiaries and such other companies, except to the extent that the
Company's claims as a creditor of such companies may be recognized.
The Prospectus Supplement which accompanies this Prospectus shall set
forth where applicable the following terms of and information relating to the
Debt Securities offered thereby: (i) the designation, classification as Senior
Securities or Subordinated Securities and aggregate principal amount of the Debt
Securities; (ii) the percentage of the principal amount at which such
4
Debt Securities will be issued; (iii) the date or dates on which principal of,
and premium, if any, on the Debt Securities is payable; (iv) the rate per annum
at which the Debt Securities shall bear interest, if any, or the method by which
such rate shall be determined; (v) the dates from which interest, if any, will
accrue and on which interest will be payable and the related record dates or the
method by which such dates may be determined; (vi) any redemption, repayment or
sinking fund provisions; (vii) if the Debt Securities will be represented in
whole or in part by one or more global notes registered in the name of the
depository or its nominee; (viii) if the amount of payments of principal of or
premium, if any, or interest, if any, on the Debt Securities may be determined
with reference to an index, the manner in which such amount shall be determined;
and (ix) any other specific terms of the Debt Securities. (Section 2.3).
The Debt Securities will be issued only in fully registered form without
coupons and, unless otherwise specified in the accompanying Prospectus
Supplement, in denominations of $1,000 and any multiple thereof.
Unless otherwise specified in the accompanying Prospectus Supplement,
principal and premium, if any, will be payable, and the Debt Securities will be
transferable and exchangeable without any service charge, at the office of the
applicable Trustee. However, the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
with any such transfer or exchange. (Section 3.2).
Interest on any series of Debt Securities is to be payable on the
interest payment dates set forth in the accompanying Prospectus Supplement to
the persons in whose names the Debt Securities are registered at the close of
business on the related record date and, unless other arrangements are made,
will be paid by checks mailed to such persons. (Sections 2.7 and 3.1).
If the Debt Securities are being issued as original issue discount
securities (bearing no interest or interest at a rate which at the time of
issuance is below market rates) to be sold at a substantial discount below the
stated principal amount, the federal income tax consequences and other special
considerations applicable to such original issue discount securities will be as
described in the Prospectus Supplement.
PROVISIONS APPLICABLE SOLELY TO SENIOR SECURITIES
LIMITATIONS ON LIENS. The Senior Indenture provides that, so long as
any Senior Securities remain outstanding, the Company will not, and will not
permit any Subsidiary (as defined below), to issue, assume or guarantee any
Indebtedness (as defined below) which is secured by a mortgage, pledge, security
interest, lien or encumbrance (each a "lien") upon any assets, whether now owned
or hereafter acquired, of the Company or any such Subsidiary without effectively
providing that the Senior Securities (together with, if the Company shall so
determine, any other Indebtedness of the Company ranking equally with the Senior
Securities) shall be equally and ratably secured by a lien ranking ratably with
or equal to (or at the Company's option prior to) such secured Indebtedness,
except that the foregoing restriction shall not apply to: (a) liens on assets of
any corporation existing at the same time such corporation becomes a Subsidiary;
(b) liens on assets existing at the time of acquisition thereof, or to secure
the payment of the purchase price of such assets, or to secure indebtedness
incurred, assumed or guaranteed by the Company or a Subsidiary for the purpose
of financing the purchase price of such assets
5
or improvements or construction thereon, which indebtedness is incurred, assumed
or guaranteed prior to, at the time of, or within 360 days after such
acquisition (or in the case of real property, completion of such improvement or
construction or commencement of full operation of such property, whichever is
later); (c) liens securing indebtedness owing by any Subsidiary to the Company
or wholly owned Subsidiary; (d) liens on any assets of a corporation existing at
the time such corporation is merged into or consolidated with the Company or a
Subsidiary or at the time of a purchase, lease or other acquisition of the
assets of a corporation or firm as an entirety or substantially as an entirety
by the Company or a Subsidiary; (e) liens on any assets of the Company or a
Subsidiary in favor of the United States of America or any State thereof, or in
favor of any other country, or political subdivision thereof, to secure certain
payments pursuant to any contract or statute or to secure any indebtedness
incurred or guaranteed for the purpose of financing all or any part of the
purchase price (or, in the case of real property, the cost of construction) of
the assets subject to such liens (including but not limited to, liens incurred
in connection with pollution control, industrial revenue or similar financing);
(f) any extension, renewal or replacement (or successive extensions, renewals or
replacements) in whole or in part, of any lien referred to in the foregoing
clauses (a) to (e), inclusive; (g) certain statutory liens or other similar
liens arising in the ordinary course of business of the Company or a Subsidiary,
or certain liens arising out of governmental contracts; (h) certain pledges,
deposits or liens made or arising under worker's compensation or similar
legislation or in certain other circumstances; (i) certain liens in connection
with legal proceedings, including certain liens arising out of judgments or
awards; (j) liens for certain taxes or assessments, landlord's liens and liens
and charges incidental to the conduct of the business, or the ownership of the
assets of the Company or of a Subsidiary, which were not incurred in connection
with the borrowing of money and which do not in the opinion of the Company,
materially impair the use of such assets in the operation of the business of the
Company or such Subsidiary or the value of such assets for the purposes thereof;
or (k) liens not permitted by the foregoing clauses (a) to (j), inclusive, if at
the time of and after giving effect to, the creation or assumption of such lien,
the aggregate amount of all Indebtedness of the Company and its Subsidiaries
secured by all liens not so permitted by the foregoing clauses (a) through (j),
inclusive, together with the Attributable Debt (as defined below) in respect of
Sale and Lease-Back Transactions permitted by paragraph (a) under "Limitation on
Sale and Lease-Back Transactions" below does not exceed 10% of Consolidated Net
Tangible Assets (as defined below). (Section 3.9 of the Senior Indenture).
LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS. The Senior Indenture
provides that the Company will not, and will not permit any Subsidiary to, enter
into any arrangement with any person providing for the leasing by the Company or
a Subsidiary of any property or assets, other than any such arrangement
involving a lease for a term, including renewal rights, for not more than three
years, whereby such property or asset has been or is to be sold or transferred
by the Company or a Subsidiary to such person (a "Sale and Lease-Back
Transaction") unless (a) the Company or such Subsidiary would, at the time of
entering into a Sale and Lease-Back Transaction, be entitled to incur
Indebtedness secured by a lien on the property or assets to be leased in an
amount at least equal to the Attributable Debt in respect of such transaction
without equally and ratably securing the Senior Securities pursuant to the
provisions described under "Limitations on Liens" above or (b) the proceeds of
the sale of the property or assets to be leased are at least equal to their fair
market value and an amount equal to the proceeds are applied, within 90 days of
the effective date of such transaction, to the purchase or acquisition (or, in
the case of real property, the construction) of property or assets or to the
retirement (other than at
6
maturity or pursuant to a mandatory sinking fund or redemption provision) of
Senior Securities or of Funded Indebtedness (as defined below) of the Company or
a consolidated Subsidiary ranking on a parity with or senior to the Senior
Securities. (Section 3.10 of the Senior Indenture).
DEFINITIONS. "Attributable Debt" means in connection with a sale and
lease-back transaction the aggregate of present values (discounted at a rate per
annum equal to the average interest borne by all outstanding Senior Securities
determined on a weighted average basis and compounded semi-annually) of the
obligations of the Company or any Subsidiary for rental payments during the
remaining term of the applicable lease (including any period for which such
lease has been extended or may, at the option of the lessor, be extended).
"Consolidated Net Tangible Assets" means, at any date, the total assets
appearing on the most recently prepared consolidated balance sheet of the
Company and the Subsidiaries as of the end of a fiscal quarter of the Company,
prepared in accordance with generally accepted accounting principles, less all
current liabilities as shown on such balance sheet and intangible assets (as
defined below).
"Funded Indebtedness" means any Indebtedness maturing by its terms more
than one year from the date of the determination thereof, including any
Indebtedness renewable or extendable at the option of the obligor to a date
later than one year from the date of the determination thereof.
"Indebtedness" means (i) all obligations for borrowed money, (ii) all
obligations evidenced by bonds, debentures, notes or other similar instruments,
(iii) all obligations in respect of letters of credit or bankers acceptances or
similar instruments (or reimbursement obligations with respect thereto), (iv)
all obligations to pay the deferred purchase price of property or services,
except trade accounts payable arising in the ordinary course of business, (v)
all obligations as lessee which are capitalized in accordance with generally
accepted accounting principles and (vi) all Indebtedness of others guaranteed by
the Company or any of its subsidiaries or for which the Company or any of its
subsidiaries is otherwise responsible or liable (whether by agreement to
purchase indebtedness of, or to supply funds or to invest in, others).
"Intangible assets" means the value (net of any applicable reserves) as
shown on or reflected in such balance sheet of: (i) all trade names,
trademarks, licenses, patents, copyrights and goodwill; (ii) organizational
costs; and (iii) deferred charges (other than prepaid items such as insurance,
taxes, interest, commissions, rents and similar items and tangible assets being
amortized); but in no event shall the term "intangible assets" include product
development costs.
"Subsidiary" means any corporation of which at least a majority of the
outstanding securities having voting power under ordinary circumstances for the
election of the board of directors of said corporation shall at the time
directly or indirectly be owned or controlled by the Company or by the Company
and one or more Subsidiaries or by one or more Subsidiaries. (Section 1.1 of the
Senior Indenture).
7
PROVISIONS APPLICABLE SOLELY TO SUBORDINATED SECURITIES
SUBORDINATION. The indebtedness evidenced by the Subordinated
Securities is subordinate to the prior payment in full of all Senior
Indebtedness (as defined). During the continuance beyond any applicable grace
period of any default in the payment of any Senior Indebtedness, no direct or
indirect payment (in cash, property, securities, by set-off or otherwise) will
be made or agreed to be made for principal, premium, if any, or interest, if
any, on the Subordinated Securities, or in respect of any redemption,
retirement, purchase, other acquisition or defeasance of the Subordinated
Securities. In addition, upon any distribution of assets of the Company upon
any dissolution, winding up, liquidation or reorganization, any payment or
distribution, whether in cash, securities or other property, made on account of
the principal of or interest, if any, on the Subordinated Securities is to be
subordinated to the extent provided in the Subordinated Indenture in right of
payment to the prior payment in full of allour Senior
Indebtedness. By reason of
such subordination, in the event of the Company's bankruptcy, dissolution or
reorganization, holders of Senior Indebtedness may receive more, ratably, and
holders of the Subordinated Securities may receive less, ratably, than the other
creditors of the Company. Such subordination will not prevent the occurrence of
any Event of Default under the Subordinated Indenture. (Sections 12.1, 12.2 and
12.3 of the Subordinated Indenture).
The subordination of any series of Subordinated Securities is expressly
made subject to the provisions of the Subordinated Indenture described under
"Discharge, Defeasance and Covenant Defeasance" below and, upon the
effectiveness of any such discharge, defeasance or covenant defeasance for a
series of Subordinated Securities, the series shall cease to be subordinated.
(Section 12.8 of the Subordinated Indenture).
The term12.1)
"Senior Indebtedness" meansis defined as the principal of, premium, if any, and
interest on, and any other payment due pursuant to, any of the following,
whether outstanding on the date of the Subordinated Indentureindenture for the subordinated debt
securities or thereafter incurred or created:
(a) allcreated after that date:
o All our indebtedness of the Company for money borrowed
(including anyborrowed;
o All our indebtedness secured by a mortgage, conditional sales
contract or other lien which is (i) given to secure all or part of the
purchase price of property subject thereto, whether given to the vendor
of such property or to another, or (ii) existing on property at the time
of acquisition thereof);
(b) all indebtedness of the Company evidenced by notes, debentures, bonds or other
securities, (includingincluding the Senior Securities);
(c) allsenior debt securities;
o All our lease obligations of the Company whichthat are capitalized on theour books of the Company in
accordance with generally accepted accounting principles;
(d) all7
o All indebtedness of others of the kinds described in any
of the preceding clauses (a) or (b) and all lease obligations of others of the kindkinds
described in the preceding clause (c)above assumed by or guaranteed in any manner by the Companyus or in
effect guaranteed by the
Company through an agreement to purchase, contingent or otherwise;us; and
8
(e) allo All renewals, extensions or refundings of indebtedness, leases or
other obligations of the kinds described in anyabove.
None of the preceding clauses (a), (b) or (d) and
all renewals or extensionsindebtedness described above will be part of leases ofSenior
Indebtedness, however, if the kinds described in any of
the preceding clauses (c) or (d);
unless, in the case of any particular indebtedness, lease, renewal, extension or
refunding, therelevant instrument or lease creating or evidencing the same or the
assumption or guarantee of the same expressly provides
that such indebtedness, lease, renewal, extension or refunding is subordinate to
any of our other indebtedness,
of the Company or is not superior in right of payment to,higher-ranking than, or is PARI PASSUof an equal
rank with, the Subordinated Securities. Notwithstanding the foregoing,subordinated debt securities. Senior Indebtedness shallalso will not
include (i) any indebtedness or lease obligation of any kind of the
Companyour obligations to any subsidiary of the Company, a majority of the voting stock of
which is owned by the Company,Subsidiary or (ii) indebtedness for
trade payables or constituting the deferred purchase price of assets or services
incurred in the ordinary course of business. (Section 1.11.1)
If and as long as there is a continuing default in the payment of any
Senior Indebtedness after any applicable grace period, we will not make or agree
to make any payments of principal, premium or interest on the subordinated debt
securities, or for any redemption, retirement, purchase, other acquisition or
defeasance of the Subordinated Indenture).subordinated debt securities.
Payment of principal and interest on the subordinated debt securities upon
our dissolution, winding up, liquidation or reorganization also will generally
be subordinated to the prior payment in full of all Senior Indebtedness. As a
result, in such an event holders of Senior Indebtedness may receive more,
ratably, and holders of the subordinated debt securities may receive less,
ratably, than our other creditors. (Section 12.2)
Subordination will not prevent the occurrence of any Event of Default under
the indenture for the subordinated debt securities. (Section 12.1)
Upon the effectiveness of any defeasance for a series of subordinated debt
securities as described on page 10 under "Defeasance," the series will cease to
be subordinated. (Section 12.8)
If this prospectus is being delivered in connection with a series of
subordinated debt securities, the prospectus supplement or the information
incorporated by reference will set forth the approximate amount of Senior
Indebtedness as of a recent date. As of March 31, 1994, the CompanySeptember 16, 2003, we had approximately
$296,273,465$400.1 million of consolidated indebtedness outstanding (excluding accrued interest thereon)
whichdebt that would have constituted either Senior
Indebtedness orand $1.1 million of outstanding indebtedness of subsidiaries ofSubsidiaries.
Except for the Company. Except as described under "Provisions Applicable
Solely to Senior Securities,"restrictive covenants in the Indenturesindenture for the senior debt
securities, the indentures do not limit other indebtedness or
securities whichdebt that may be incurred or
issued by the Companyus or any of itsour subsidiaries or contain financial or similar restrictions on
the Companyus or any
of itsour subsidiaries.
MERGER, CONSOLIDATION, SALE, LEASE OR CONVEYANCE
Each Indenture provides that the Company will notMERGERS AND SIMILAR EVENTS
We are generally permitted to consolidate or merge with another company or
consolidate
with any other person and will notfirm. We are also permitted to sell lease or convey all or substantially all of its assets toour assets. However, we
may not take any person,of these actions unless the Company shall befollowing conditions are met:
o If we merge out of existence or sell our assets, the continuing
corporation, or the successor corporation or person that acquires all or
substantially all of the assets of the Company shallother company
must be a corporation organized under the laws of a state of the
United States or a State thereof or the District of Columbia or under federal law and shall expressly assume all obligations of the Company under the
applicable Indenture and the Debt Securities issued thereunder, and immediately
after such merger, consolidation, sale, lease or conveyance, the Company, such
person or such successor corporation shall not be in default in the performance
of the covenants and conditions of such Indentureit
must agree to be performedlegally responsible for the debt securities.
o The merger, sale of assets or observedother transaction must not cause a
default on the debt securities. For purposes of this no default test,
a default would include an Event of Default that has occurred and not
been cured, as described on pages 8 and 9 under "Events of Default--
What is an Event of Default?" and would also include any event that
would be an Event of Default if the requirements for giving us default
notice or our default having to exist for a specific period of time
were disregarded. (Section 8.1)
o It is possible that the merger, sale of assets or other transaction
would cause some of our property to become subject to Liens. Under the
indenture for the senior debt securities, we have agreed to limit
Liens, as discussed on pages 6 and 7 under "Restrictive Covenants --
Restrictions on Liens." If a merger or other transaction would create
Liens on our property or the property of our Subsidiaries that are not
permitted by that restrictive covenant, we or our successor would be
required to grant an equal or higher-ranking Lien on the Company.same property
to the direct holders of senior debt securities. (Section 8.1).3.9)
EVENTS OF DEFAULT
An Event of Default with respect to Debt Securities of any series is
defined in each Indenture as being: (i) default for 30 days in payment of any
interest upon any Debt Securities of such series; (ii) default in any payment of
principal or premium, if any, upon any Debt Securities of such series; (iii)
default by the Company in performance of any other of the covenants or
agreements in respect of the Debt Securities of such series or the applicable
Indenture which shall notYou will have been remedied for a period of 60 days after
written notice specifying that such notice is a "Notice of Default" under such
Indenture; (iv) certain events involving bankruptcy, insolvency or
reorganization of the Company; or (v) any other Event of Default established for
the Debt Securities of such series set forth in the Prospectus Supplement.
9
(Section 4.1). Each Indenture provides that the applicable Trustee may withhold
notice to the holders of any series of the Debt Securities of any default
(except in payment of principal of, or interest on, such series of Debt
Securities) if such Trustee considers it in the interest of the holders of such
series of Debt Securities to do so. (Section 4.11).
Each Indenture provides that (a)special rights if an Event of Default occurs and is not
cured, as described later in this subsection.
WHAT IS AN EVENT OF DEFAULT? The term "Event of Default" means any of the
following:
8
o We do not pay interest on a debt security within 30 days of its due
todate;
o We do not pay the
default in payment of principal of or premium ifon a debt security on its
due date;
o We do not pay any or interestsinking fund installment on any series
of Debt Securities issued under the applicable Indenture orits due to the defaultdate;
o We remain in the performance or breach of any other covenant or agreementterm of the Company
applicable toindenture for 60 days
after we receive a notice of default stating we are in breach. The
notice must be sent by either the Debt Securitiestrustee or holders of such series but not applicable to all
outstanding Debt Securities issued under such Indenture shall have25% of the
principal amount of debt securities of the affected series;
o We file for bankruptcy or certain other events in bankruptcy,
insolvency or reorganization occur; or
o Any other Event of Default described in the prospectus supplement
occurs.
REMEDIES IF AN EVENT OF DEFAULT OCCURS. If an Event of Default has occurred
and be continuing, eitherhas not been cured, the applicable Trusteetrustee or the holders of not less than 25% in principal amount of
the Debt Securitiesdebt securities of eachthe affected series issued under
such Indenture and then outstanding (each such series voting as a separate
class) may declare the entire principal
amount of all Debt Securitiesthe debt securities of suchthe affected series
and interest accrued thereon to be due and
payable immediately and (b) if an
Eventpayable. This is called a "declaration of Default due toacceleration of maturity."
Under some circumstances, a default in the performancedeclaration of any otheracceleration of the
covenants or agreements in such Indenture applicable to all outstanding Debt
Securities issued thereunder and then outstanding or due to certain events of
bankruptcy, insolvency and reorganization of the Company shall have occurred andmaturity may be
continuing, either the applicable Trustee orcanceled by the holders of not less than 25%at least a majority in principal amount of all Debt Securities issuedthe debt
securities of that series. (Section 4.1)
Except in cases of default, where the trustee has some special duties, the
trustee is not required to take any action under such Indenturethe indentures at the request
of any holders unless the holders offer the trustee reasonable protection from
expenses and then
outstanding (treated as one class) may declare the principal on all such Debt
Securitiesliability.
If reasonable protection from expenses and interest accrued thereon to be due and payable immediately, but
upon certain conditions such declarations may be annulled and past defaults may
be waived (except a continuing default in payment of principal of (or premium,
if any) or interest on such Debt Securities) byliabilities is provided, the
holders of a majority in principal amount of the Debt Securities of all such affected series then
outstanding under such Indenture (each such series voting as a separate class).
(Sections 4.1 and 4.10).
The holders of a majority in principal amountdebt securities of
the Debt Securities of
eachrelevant series then outstanding and affected (with each series voting as a separate
class) shall have the right tomay direct the time, method and place of conducting any
proceeding forlawsuit or other formal legal action seeking any remedy available to the
Trustee with respecttrustee. The trustee may refuse to follow those directions in some
circumstances. (Section 4.9)
Before you bypass the trustee and bring your own lawsuit or other formal
legal action or take any other steps to enforce your rights or protect your
interests relating to the Debt
Securities of such series underdebt securities, the applicable Indenture, subject to certain
limitations specified in such Indenture, provided thatfollowing must occur:
o You must give the holders of such Debt
Securities shall have offered to such Trustee reasonable indemnity against
expenses and liabilities. (Sections 4.9 and 5.2(d)).
Each Indenture provides that no holder of Debt Securities of any series
may institute any action against the Company under the applicable Indenture
(except actions for payment of overdue principal, premium or interest) unless
such holder previously shall have given to the applicable Trusteetrustee written notice that an Event of defaultDefault has
occurred and continuance thereof and unless theremains uncured;
o The holders of not less than 25% in principal amount of the Debt Securitiesall outstanding debt
securities of eachthe affected series (with each
series voting asmust make a separate class) issued under such Indenturewritten request that the
trustee take action because of the default, and then
outstanding shallmust offer reasonable
protection to the trustee against the cost and other liabilities of
taking that action; and
o The trustee must have requested such Trustee to institute suchnot taken action and shall
have offered such Trustee reasonable indemnity, and such Trustee shall not have
instituted such action withinfor 60 days after receipt of
suchthe above notice and offer of protection. (Section 4.6)
However, you are entitled at any time to bring a lawsuit for the payment of
money due on your debt security on or after its due date. (Section 4.7)
"Street Name" and other indirect holders who are described on pages 10 and
11 should consult their banks or brokers for information on how to give notice
or direction to or make a request of the trustee and to make or cancel a
declaration of acceleration.
We will furnish to the trustee every year a written statement of certain of
our officers certifying that to their knowledge we are in compliance with the
indentures and the Trustee shall not
have received direction inconsistent with such written requestdebt securities, or else specifying any default. (Section
3.5)
MODIFICATION AND WAIVER
There are three types of changes we can make to the indentures and the debt
securities.
CHANGES REQUIRING APPROVAL OF ALL HOLDERS. First, there are changes that
cannot be made to your debt securities without the approval of every holder
affected by the proposed change. A list of those types of changes follows:
o Change the due date of the principal of or interest on a debt
security;
o Reduce any amounts due on a debt security;
o Change the currency of payment on a debt security;
9
o Impair your right to sue for payment;
o Reduce the percentage of holders of debt securities whose consent is
needed to modify or amend the indentures; and
o Reduce the percentage of holders of debt securities whose consent is
needed to waive compliance with some provisions of the indentures or
to waive some defaults. (Section 7.2)
CHANGES REQUIRING APPROVAL OF LESS THAN ALL HOLDERS. The second type of
change to the indentures and the debt securities is the kind that requires the
approval of less than all holders of the affected series. This category includes
changes that require approval of holders owning either 66-2/3% or, in some
cases, a majority, inof the outstanding principal amount of the Debt Securitiesaffected series.
Most changes to the indentures and debt securities cannot be made without a
66-2/3% vote. (Section 7.2) The same 66-2/3% vote is required to waive
compliance in whole or in part with the restrictive covenants described under
"Restrictive Covenants" beginning on page 6. (Section 3.11)
A majority vote is required to waive any default under the indentures,
other than a default that results from the breach of eacha covenant or other
provision that cannot be amended without the consent of all the holders of the
affected series. (Section 4.10)
CHANGES NOT REQUIRING APPROVAL OF HOLDERS. The third type of change does
not require any vote by holders of debt securities. This type of change is
limited to clarifications and other changes that would not adversely affect
holders of the debt securities. (Section 7.1)
With respect to any vote of holders of debt securities, we will generally
be entitled to set any day as a record date for the purpose of determining the
holders of outstanding debt securities that are entitled to vote or take other
action under the indentures. (Section 6.2)
"Street Name" and other indirect holders should consult their banks or
brokers for information on how approval may be granted or denied if we seek to
change the indentures or the debt securities or request a waiver.
DEFEASANCE
When we use the term "defeasance," we mean discharge from some or all of
our obligations under an indenture. If we deposit with the trustee funds or
government securities sufficient to make payments on a series of debt securities
on their due dates, then, at our option, one of the following will occur:
o We will be discharged from our obligations with respect to the debt
securities of that series (called legal defeasance); or
o We will no longer have to comply with the restrictive covenants under
the indenture, and the related events of default will no longer apply
to us (called covenant defeasance).
In the case of legal defeasance of a series of debt securities, the direct
holders of that series of debt securities will not be entitled to the benefits
of the indenture. You would have to rely solely on the funds deposited with the
trustee for repayment of the debt securities. In the unlikely event of a
shortfall in those funds, you could not look to us for repayment. (Section 9.3)
The funds deposited with the trustee, however, would most likely be protected
from claims of our lenders and other creditors if we ever became bankrupt or
insolvent. You would also be released from the subordination provisions of the
subordinated debt securities described under "Subordination Provisions" on page
7. (Section 12.8)
In the case of covenant defeasance of a series of debt securities, we would
still be obligated to pay principal, premium, if any, and interest on the debt
securities of the affected series. You would lose the protection of the
restrictive covenants described beginning on page 6 under "Restrictive
Covenants" and our obligations described above under "Mergers and Similar
Events" on page 8, but you would have the added protection of having money and
securities set aside in trust to repay the debt securities. If there were a
shortfall in the trust deposit, you could still look to us for repayment of the
debt securities. Depending on the event causing the default, however, you may
not be able to obtain payment of the shortfall. You would also be released from
the subordination provisions of the subordinated debt securities described under
"Subordination Provisions" beginning on page 7. (Section 9.4)
We will be required to deliver to the trustee an opinion of counsel that
the deposit and related defeasance would not cause the holders of the affected
series (with each seriesof debt securities to recognize income, gain or loss for federal income
tax purposes. If we elect legal defeasance, that opinion must be based on a
ruling from the IRS or a change in tax law to that effect. (Section 9.5)
10
"STREET NAME" AND OTHER INDIRECT HOLDERS
Investors who hold securities in accounts at banks or brokers will
generally not be recognized by us as legal holders of debt securities. This is
called holding in "Street Name." Instead, we would recognize only the bank or
broker, or the financial institution the bank or broker uses to hold its
securities. These intermediary banks, brokers and other financial institutions
pass along principal, interest and other payments on the debt securities, either
because they agree to do so in their customer agreements or because they are
legally required to. If you hold debt securities in "Street Name," you should
check with your own institution to find out:
o How it handles payments and notices;
o Whether it imposes fees or charges;
o How it would handle voting if applicable;
o Whether and how you can instruct it to send you debt securities
registered in your own name so you can be a direct holder as described
below; and
o If applicable, how it would pursue rights under the debt securities if
there were a default or other event triggering the need for holders to
act to protect their interests.
DIRECT HOLDERS
Our obligations, as well as the obligations of the trustees under the
indentures and those of any third parties employed by us or the trustees, run
only to persons who are registered as holders of debt securities. As noted
above, we do not have obligations to you if you hold in "Street Name" or other
indirect means, either because you choose to hold debt securities in that manner
or because the debt securities are issued in the form of global securities as
described below. For example, once we make payment to the registered holder, we
have no further responsibility for the payment even if that holder is legally
required to pass the payment along to you as a separate class)"Street Name" customer but does
not do so.
GLOBAL SECURITIES
WHAT IS A GLOBAL SECURITY? A global security is a special type of
indirectly held debt security as described under " `Street Name' and Other
Indirect Holders" beginning on page 10. If we choose to issue debt securities in
the form of global securities, the ultimate beneficial owners can only be
indirect holders. We do this by requiring that the global security be registered
in the name of a financial institution we select and by requiring that the debt
securities included in the global security not be transferred to the name of any
other direct holder unless the special circumstances described below occur. The
financial institution that acts as the sole direct holder of the global security
is called the "depositary." Any person wishing to own a debt security must do so
indirectly by virtue of an account with a broker, bank or other financial
institution that in turn has an account with the depositary. The prospectus
supplement indicates whether your series of debt securities will be issued under such Indentureonly
in the form of global securities and, then outstanding. (Sections 4.6 and 4.7).
10
Each Indenture requiresif so, describes the annual filingspecific terms of the
arrangement with the depositary.
SPECIAL INVESTOR CONSIDERATIONS FOR GLOBAL SECURITIES. As an indirect
holder, an investor's rights relating to a global security will be governed by
the Companyaccount rules of the investor's financial institution and of the depositary,
as well as general laws relating to securities transfers. We do not recognize
this type of investor as a holder of securities and instead deal only with the
depositary that holds the global security.
An investor should be aware that if securities are issued only in the form
of global securities:
o The investor cannot get debt securities registered in his or her own
name;
o The investor cannot receive physical certificates for his or her
interest in the debt securities;
o The investor will be a "Street Name" holder and must look to his or
her own bank or broker for payments on the debt securities and
protection of his or her legal rights relating to the debt securities.
See " `Street Name' and Other Indirect Holders" beginning on page 10;
o The investor may not be able to sell interests in the debt securities
to some insurance companies and other institutions that are required
by law to own their securities in the form of physical certificates;
and
11
o The depositary's policies will govern payments, transfers, exchange
and other matters relating to the investor's interest in the global
security. We and the trustees have no responsibility for any aspect of
the depositary's actions or for its records of ownership interests in
the global security. We and the trustees also do not supervise the
depositary in any way.
SPECIAL SITUATIONS WHEN GLOBAL SECURITY WILL BE TERMINATED. In a few
special situations, the global security will terminate and interests in it will
be exchanged for physical certificates representing debt securities. After that
exchange, the choice of whether to hold debt securities directly or in "Street
Name" will be up to the investor. Investors must consult their own banks or
brokers to find out how to have their interests in debt securities transferred
to their own name, so that they will be direct holders. The rights of "Street
Name" investors and direct holders in the debt securities have been previously
described in subsections entitled "`Street Name' and Other Indirect Holders" and
"Direct Holders" on pages 10 and 11.
The special situations for termination of a global security are:
o When the depositary notifies us that it is unwilling, unable or no
longer qualified to continue as depositary and we do not appoint a
successor depositary.
o When an Event of Default on the debt securities has occurred and has
not been cured.
o At any time if we decide to terminate a global security.
The prospectus supplement may also list additional situations for
terminating a global security that would apply only to the particular series of
securities covered by the prospectus supplement. When a global security
terminates, only the depositary is responsible for deciding the names of the
institutions that will be the initial direct holders.
FORM, EXCHANGE, REGISTRATION AND TRANSFER
We will issue the debt securities in registered form, without interest
coupons, and, unless we inform you otherwise in the prospectus supplement, only
in denominations of $1,000 and multiples of $1,000. We will not charge a service
fee for any registration of transfer or exchange of the debt securities. We may,
however, require the payment of any tax or other governmental charge payable for
that registration.
Debt securities of any series will be exchangeable for other debt
securities of the same series, the same total principal amount and the same
terms but in different authorized denominations in accordance with the
applicable Trusteeindenture. Holders may present debt securities for registration of
transfer at the office of the security registrar or any transfer agent we
designate.
The security registrar or transfer agent will effect the transfer or
exchange when it is satisfied with the documents of title and identity of the
person making the request.
We have appointed the trustee under each indenture as security registrar
for the debt securities issued under that indenture. If the prospectus
supplement refers to any transfer agents initially designated by us, we may at
any time rescind that designation or approve a written statement as to compliance with all conditions
and covenants containedchange in the applicable Indenture. (Section 3.5).
DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE
The Company can dischargelocation through
which any transfer agent acts. We are required to maintain an office or defease its obligations under the
Indentures as set forth below.
Under terms satisfactory to the applicable Trustee, the Companyagency
for transfers and exchanges in each place of payment. We may discharge certain obligations to holders ofat any time
designate additional transfer agents for any series of Debt Securities issued
underdebt securities.
In the applicable Indenture which have not already been delivered to such
Trustee for cancellation and which have either become due and payable or are by
their terms due and payable within one year (or scheduled for redemption within
one year) by irrevocably depositing with such Trustee cash or U.S. Government
Obligations (as defined in such Indenture) as trust funds in an amount certified
to be sufficient to pay at maturity (or upon redemption) the principal of and
interest on such Debt Securities. (Section 9.1).
In case of any series of Debt Securitiesredemption, neither the exact amounts of principal
of and interest due on such series cansecurity registrar nor the
transfer agent will be determined at the time of making the
deposit referred to below, the Company at its option at any time may also (i)
discharge any and all of its obligations to holders of such series of Debt
Securities issued under the applicable Indenture ("defeasance"), but may not
thereby avoid its dutyrequired to register the transfer or exchange of such seriesany debt
security during a period beginning 15 business days prior to the mailing of Debt Securities, to replace any temporary, mutilated, destroyed, lost, or stolen
Debt Securitiesthe
relevant notice of such series or to maintain an office or agency in respectredemption and ending at the close of such series of Debt Securities or (ii) be released, with respect to any
outstanding series of Senior Securities issued under the Senior Indenture, from
the obligations imposed by the covenants described under the caption "Provisions
Applicable Solely to Senior Securities" above and, with respect to any
outstanding series of Debt Securities issued under either Indenture, from the
obligations imposed by the covenant under the caption "Merger, Consolidation,
Sale, Lease, or Conveyance" above and omit to comply with such covenants without
creating an Event of Default ("covenant defeasance"), in each casebusiness on the 121st
day afterof
mailing of the conditions set forth below have been satisfied. Defeasance or
covenant defeasance may be effected only if, among other things: (i)notice, except the Company irrevocably deposits withunredeemed portion of any debt security being
redeemed in part.
PAYMENT AND PAYING AGENTS
Unless we inform you otherwise in the applicable Trustee cash and/or U.S.
Government Obligations, as trust funds in an amount certified by a nationally
recognized firm of independent public accountants to be sufficient to pay each
installment of principal of and interest on all outstanding Debt Securities of
such series issued under the applicable Indentureprospectus supplement:
o Payments on the dates such installments
of principal and interest are due; and (ii) the Company delivers to such Trustee
an opinion of counseldebt securities will be made in U.S. dollars by check
mailed to the effect that the holders of such series of Debt
Securities will not recognize income, gain or loss for United States federal
income tax purposes as a result of such defeasance or covenant defeasance and
will be subject to United States federal income tax on the same amounts and in
the same manner and at the same times as would have been the case if such
defeasance or covenant defeasance had not occurred (in the case of defeasance,
such opinion must be based on a ruling of the Internal Revenue Service or a
change in United States federal income tax law occurring after the date of such
Indenture). (Sections 9.2, 9.3, 9.4 and 9.5).
11
MODIFICATION OF THE INDENTURES
Each Indenture contains provisions permitting the Company and the
applicable Trustee, with the consent of the holders of not less than 66 2/3% in
principal amount of the Debt Securities at the time outstanding of all series
affected (voting as one class) under the applicable Indenture, to modify such
Indenture or any supplemental indenture or the rights of the holders of the Debt
Securities except that no such modification shall (i) extend the final maturity
of any of the Debt Securities or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon, or reduce any amount
payable on redemption thereof, or reduce the amount of any original issue
discount security payable upon acceleration or provable in bankruptcy or impair
or affect the right of any holder of the Debt Securities to institute suit for
the payment thereofholder's registered address or, with respect to global
debt securities, by wire transfer;
o We will make interest payments to the Subordinated Indenture, modifyperson in whose name the provisionsdebt
security is registered at the close of business on the record date for
the interest payment; and
12
o The trustee under each indenture will be designated as our paying
agent for payments on debt securities issued under that indenture. We
may at any time designate additional paying agents or rescind the
designation of any paying agent or approve a change in the office
through which any paying agent acts.
Subject to the requirements of any applicable abandoned property laws, the
trustee and paying agent will pay to us upon written request any money held by
them for payments on the debt securities that remain unclaimed for two years
after the date when the payment was due. After payment to us, holders entitled
to the money must look to us for payment. In that case, all liability of the
trustee or paying agent with respect to the subordination of the Subordinated Securities in a
manner adverse to the holders of the Subordinated Securities in any material
respect, without the consent of the holder of each of the Debt Securities so
affected or (ii) reduce the aforesaid percentage in principal amount of Debt
Securities, the consent of the holders of which is required for any such
modification, without the consent of the holders of all Debt Securities then
outstanding under such Indenture.that money will cease. (Section 7.2).
CONCERNING THE TRUSTEES
The Senior Trustee and the Subordinated Trustee act as depositories for
funds of, may make loans to, or perform other services for, the Company and its
subsidiaries in the normal course of business.9.8)
PLAN OF DISTRIBUTION
The CompanyWe may sell the Debt Securities being offered hereby in four
ways: (i)debt securities (a) through underwriters or dealers, (b)
directly to purchasers; (ii)purchasers or (c) through agents. The prospectus supplement will
include the following information:
o the terms of the offering;
o the names of any underwriters or agents;
(iii)o the purchase price of the debt securities from us;
o the net proceeds to us from the sale of the debt securities;
o any delayed delivery arrangements;
o any underwriting discounts and other items constituting underwriters'
compensation;
o the initial public offering price; and
o any discounts or concessions allowed or reallowed or paid to dealers.
SALE THROUGH UNDERWRITERS OR DEALERS
If we use underwriters in the sale, the underwriters will acquire the debt
securities for their own account. The underwriters may resell the debt
securities from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. Underwriters may offer debt securities to the public either
through underwriters; and (iv) through dealers.
Offersunderwriting syndicates represented by one or more managing underwriters
or directly by one or more firms acting as underwriters. Unless we inform you
otherwise in the prospectus supplement, the underwriters will be obligated to
purchase Debt Securitiesall the offered debt securities if they purchase any of them. The
underwriters may change from time to time any initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers.
During and after an offering through underwriters, the underwriters may
purchase and sell the debt securities in the open market. These transactions may
include overallotment and stabilizing transactions and purchases to cover
syndicate short positions created in connection with the offering. The
underwriters may also impose a penalty bid, whereby selling concessions allowed
to syndicate members or other broker-dealers for the offered debt securities
sold for their account may be solicited directlyreclaimed by the Company or by agents designatedsyndicate if such offered debt
securities are repurchased by the Companysyndicate in stabilizing or covering
transactions. These activities may stabilize, maintain or otherwise affect the
market price of the offered debt securities, which may be higher than the price
that might otherwise prevail in the open market. If commenced, these activities
may be discontinued at any time.
If we use dealers in the sale of debt securities, we will sell the debt
securities to them as principals. They may then resell those debt securities to
the public at varying prices determined by the dealers at the time of resale. We
will include in the prospectus supplement the names of the dealers and the terms
of the transaction.
DIRECT SALES AND SALES THROUGH AGENTS
We may sell the debt securities directly. In this case, no underwriters or
agents would be involved. We may also sell the debt securities through agents we
designate from time to time. Any suchIn the prospectus supplement, we will name any
agent who may be deemed to be an underwriter as that term is defined in the
Securities Act, involved in the offer or sale of the Debt Securities in respect
of which this Prospectus is delivered,offered debt securities, and we will
be named, anddescribe any commissions payable by us to the Company to suchagent. Unless we inform you
otherwise in the prospectus supplement, any agent will be set forth, in the Prospectus
Supplement. Unless otherwise indicated in the Prospectus Supplement, any such
agent will be acting on aagree to use its
reasonable best efforts basisto solicit purchases for the period of its appointment.
The Company shall have13
DELAYED DELIVERY CONTRACTS
If we so indicate in the sole rightprospectus supplement, we may authorize agents,
underwriters or dealers to acceptsolicit offers from institutions to purchase Debt Securitiesdebt
securities from us at the public offering price under delayed delivery
contracts. These contracts would provide for payment and delivery on a specified
date in the future. The contracts would be subject only to those conditions
described in the prospectus supplement. The prospectus supplement will describe
the commission payable for solicitation of those contracts.
INDEMNIFICATION
We may reject any proposed offer in whole or in part. Agents
shall have the right, in their sole discretion, to reject any offer received by
them to purchase the Debt Securities in whole or in part. Agents may be
entitled under agreements which may be entered into with the Companyagents, dealers and underwriters to
indemnification by the Companyindemnify them against certain civil liabilities, including liabilities under
the Securities Act and may engage in transactionsof 1933, or to contribute with or
perform services forrespect to payments that the
Company in the ordinary course of business.
If an underwriteragents, dealers or underwriters are utilized inmay be required to make.
LEGAL MATTERS
Augustus I. duPont, Esq., our Vice President, General Counsel and
Secretary, will give an opinion on the salevalidity of the Debt
Securities in respectdebt securities on behalf
of which this Prospectus is delivered,Crane. Davis Polk & Wardwell, New York, New York will give an opinion on the
Company will
execute an underwriting agreement with
12
such underwriters at the timevalidity of the sale to them and the namesdebt securities on behalf of the underwriters and the terms of the transaction will be set forth in the
Prospectus Supplement,debt
securities. As of September 16, 2003, Mr. duPont beneficially owned 56,289
shares of our common stock directly, of which will be used by the underwriters43,144 shares are subject to
make resalesforfeiture upon failure of the Debt Securitiesvesting conditions in respectour restricted stock award
plans, 1,732 shares of common stock under our Savings and Investment Plan and
options to purchase 289,234 shares of common stock granted under our stock
option plans which this Prospectus is delivered to the
public. The underwriters may be entitled, under the relevant underwriting
agreement, to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act.
If a dealer is utilized in the saleare exercisable within 60 days of the Debt Securities in respect of
which this Prospectus is delivered, the Company will sell such Debt Securities
to the dealer, as principal. The dealer may then resell such Debt Securities to
the public at varying prices to be determined by such dealer at the time of
resale. Dealers may be entitled to indemnification by the Company against
certain liabilities, including liabilities under the Securities Act.
The place and time of delivery for the Debt Securities in respect of
which this Prospectus is delivered are set forth in the accompanying Prospectus
Supplement.date.
EXPERTS
The consolidated financial statements and the related supplemental
schedules incorporated in this Prospectusprospectus by
reference from the Company's Annual Report on Form 10-K for the year ended
December 31, 2002 have been audited by Deloitte & Touche LLP, independent
public
accountants,auditors, as stated in their reports, which are incorporated herein by
reference,report (which report expresses an unqualified
opinion and have been so incorporated in reliance upon such reports given
uponincludes an explanatory paragraph regarding the authorityadoption of
that firm as experts in accountingStatement of Financial Accounting Standards No. 142, Goodwill and auditing.
The consolidated financial statements of Burks Pumps, Inc. incorporated
in this Prospectus by reference from the Company's Current Report on Form 8-K
filed with the Commission on January 12, 1994, as amended by Form 8-K-A filed
with the Commission on January 26, 1994, have been audited by Price Waterhouse,
independent accountants, as stated in their report,Other
Intangible Assets), which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such reportfirm given upon thetheir authority of that firm
as experts in accounting and auditing.
The consolidated financial statements of ELDEC Corporation as of March
28, 1993 and March 29, 1992 and for the three years ended March 28, 1993
incorporated in this Prospectus by reference to the Company's Current Report on
Form 8-K filed with the Commission on March 31, 1994, as amended by Form 8-K-A
filed with the Commission on May 2, 1994, have been audited by Coopers &
Lybrand, independent public accountants, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
such report given upon the authority of that firm as experts in accounting and
auditing.
The consolidated financial statements of Mark Controls Corporation
incorporated in this Prospectus by reference from the Company's Current Report
on Form 8-K filed with the Commission on May 12, 1994, as amended by Form 8-K-A
filed with the Commission on May 12, 1994, have been audited by Arthur Andersen
& Co., independent public accountants, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
such report given upon the authority of that firm as experts in accounting and
auditing.
13
LEGAL OPINIONS
The validity of the Debt Securities offered hereby will be passed upon
for the Company by Paul R. Hundt, Esq., Vice President, General Counsel and
Secretary of the Company. Certain legal matters relating to the Debt Securities
offered hereby will be passed upon for any underwriters by Davis Polk &
Wardwell. As of May 10, 1994, Mr. Hundt held 146,430 shares of the Company's
common stock directly, of which 38,250 shares are subject to forfeiture upon
failure of the vesting conditions in the Company's Restricted Stock Award Plan,
3,134 shares of common stock under the Company's Savings and Investment Plan and
options to purchase 96,090 shares of common stock, granted under the Company's
Stock Option Plan.
14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Registration Fee . . . . . . . . . . . . $103,449
Printing and Engraving . . . . . . . . . 30,000
Legal Fees . . . . . . . . . . . . . . . 10,000
Accounting Fees. . . . . . . . . . . . . 25,000
Blue Sky Fees. . . . . . . . . . . . . . 20,000
Rating Agencies' Fees. . . . . . . . . . 120,000
Trustee's Fees . . . . . . . . . . . . . 7,500
Miscellaneous. . . . . . . . . . . . . . 29,051
-------
TOTAL. . . . . . . . . . . . . $345,000
EachDISTRIBUTION.
The following table sets forth the estimated expenses to be incurred by the
Company in connection with the issuance and distribution of the amounts set forth above,securities being
registered, other than theunderwriting discounts and commissions.
Registration Fee is an
estimate.$ 10,370
Printing 20,000
Accounting Fees 2,500
Legal Fees 10,000
Trustee Fees 5,000
Rating Agency Fees 112,500
Miscellaneous $ 4,630
----------
Total $165,000
==========
ITEM 15. INDEMNIFICATION OF OFFICERSDIRECTORS AND DIRECTORSOFFICERS.
Section 145102(b)(7) of the Delaware General Corporation ActLaw (the "DGCL")
permits a Delaware corporation, in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of a director
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty, except for liability (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from
which the director derived an improper personal benefit. Article IX of the
Company's Certificate of Incorporation provides that the personal liability of
directors of the Company is eliminated to the fullest extent permitted by
Section 102(b)(7) of the DGCL.
Under Section 145 of the DGCL, a Delaware corporation has the power to
indemnify directors and officers directorsunder certain prescribed circumstances and,
subject to certain limitations, against certain costs and expenses, including
attorneys' fees, actually and reasonably incurred in connection with any action,
suit or employeesproceeding, whether civil, criminal, administrative or investigative, to
which any of them is a party by reason of being a director or officer of the
Corporation if it is determined that the director or the officer acted in
accordance with the applicable standard of conduct set forth in such statutory
provision. Article X of the Company's By-Laws provides that the Company will
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding by reason of
the fact that he is or was an authorized representative of the Company, against
all expenses (including attorney'sattorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with legal proceedings "if [as to any officer, directorsuch action, suit or
employee]
heproceeding if such person acted in good faith andaccordance with the standard of conduct set
forth in a manner he reasonably believed to be in, or not
opposed to the best interests of the corporation, and, with respect to any
criminal act or proceeding, had no reasonable cause to believe his conduct was
unlawful," provided that with respect to actions by, or in the right of the
corporation against, such individuals, indemnification is not permitted as to
any matter as to which such person "shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the corporation,
unless, and only to the extent that, the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the court shall
deem proper." Individuals who are successful in the defense of such action are
entitled to indemnification against expenses reasonably incurred in connection
therewith.
The By-Laws of the Company requireArticle X. Article X further permits the Company to maintain insurance
on behalf of any such person against any liability asserted against such person
and incurred by such person in any such capacity or arising out of his status as
such, whether or not the Company would have the power to indemnify directors
and officerssuch person
against liabilities which they may incursuch liability under the circumstances
set forth in the preceding paragraph.Article X. The Company maintains standard policies
of insurance under which coverage is provided (a) to its directors and officers
against loss risingarising from claims made by reason of breach of duty or other
wrongful act and (b) to the Company with respect to payments which may be made
by the Company to such officers and directors pursuant to the above
indemnification provisionprovisions or otherwise as a matter of law.
II-1
On April 27, 1987, shareholdersThe Company has entered into agreements with each of Crane, atits directors and
officers pursuant to which the Annual MeetingCompany has agreed to indemnify such directors
and officers, and to advance expenses in connection therewith, to the fullest
extent permitted by law, and to maintain Director's and Officers' liability
insurance on behalf of such indemnified persons unless, in the business judgment
of the Board of Directors of the Company, approved an amendmentthe premium cost for such insurance is
substantially disproportionate to the amount of coverage or the coverage is so
limited by exclusions that there is insufficient benefit from such insurance.
The agreements further provide that, if indemnification is not available, then
in any case in which the Company is jointly liable with the indemnified person
the Company will contribute to the fullest extent permitted by law to the amount
of expenses, judgments, fines and settlements paid or payable by the indemnified
person in such proportion as is appropriate to reflect the relative benefits
received, and the relative fault of, the Company and the indemnified person.
Such rights cannot be modified, except as required by law, by any change in the
Company's Certificate of Incorporation limiting
directors' liabilityor By-Laws.
The indemnification described in the preceding paragraphs may include
indemnification against liabilities arising under the Securities Act. In so far
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers, or persons controlling the Company pursuant to
the full extent permitted under Delaware law and also
approved indemnification agreements for directors and key officers. Disclosure
with respect toforegoing provisions, the amendment toCompany has been informed that in the Certificate of Incorporation and the textopinion of
the indemnity agreements was containedSecurities and Exchange Commission such indemnification is against public
policy as expressed in the Company's Proxy Statement
issued in connection with its April 27, 1987 Annual Meeting, whichSecurities Act and is hereby
incorporated by reference herein. The amendment became effective upon its
filing with the State of Delaware on May 7, 1987 and the indemnity agreements
become effective upon their execution.
The proposed forms of Underwriting Agreement and Distribution
Agreement filed as Exhibits 1.1 and 1.2, respectively, to this Registration
Statement provide for indemnification of directors and officers of the
Registrant by the underwriters against certain liabilities.therefore unenforceable.
ITEM 16. EXHIBITSEXHIBITS.
The following exhibits are filed as a part of this Registration
Statement:
Exhibit
Number Description
------ -----------
1.1 Form of Underwriting Agreement
1.2 Form of Distribution Agreement
4.1 Senior Indenture dated as of April 1, 1991 between
Crane and The Bank of New York, as Trustee, including the
forms of Debt Securities (incorporatedwith or incorporated by reference to
Exhibit 4 to the Registration Statement on Form S-3 of Crane
(No. 33-39658))
4.2 Form of Subordinated Indenture between Crane and
The First National Bank of Chicago, as Trustee
5 Opinion of Paul R. Hundt
12 Computation of Ratios of Earnings to Fixed Charges
23.1 Consent of Deloitte & Touche
23.2 Consent of Paul R. Hundt (included in Exhibit 5)
23.3 Consent of Price Waterhouse
23.4 Consent of Coopers & Lybrand
23.5 Consent of Arthur Andersen & Co.
25.1 Form T-1 Statement of Eligibility and Qualification
Under the Trust Indenture Act of 1939 of The Bank of New York
(incorporated by reference to Exhibit 26 to the Registration
Statement on Form S-3 of Crane (No. 33-39658))
25.2 Form T-1 Statement of Eligibility and Qualification
Under the Trust Indenture Act of 1939 of The First National
Bank of Chicago
II-2
this
registration statement:
EXHIBIT NO. DESCRIPTION
- ------------- -----------------------------------------------------------------------------------------------------
1.1 Form of Underwriting Agreement (filed herewith).
1.2 Form of Distribution Agreement (incorporated by reference to Exhibit 1.2 to the Registration
Statement on Form S-3 of Crane (No. 33-53709).
4.1 Senior Indenture dated as of April 1, 1991, between Crane Co. and The Bank of New York, as
Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of
Crane filed on September 16, 1998).
4.2 Form of Subordinated Indenture between Crane Co. and Lasalle Bank National Association, as
Trustee (filed herewith).
5.1 Opinion of Augustus I. duPont (filed herewith).
12.1 Statement of Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to
Exhibit 12 to the Current Report on Form 8-K of Crane filed on September 8, 2003).
23.1 Consent of Augustus I. duPont (included in opinion filed as Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP (filed herewith).
24.1 Power of Attorney (appears on signature page).
25.1 Form T-1 Statement of Eligibility and Qualification under The Trust Indenture Act of 1939 of The
Bank of New York (filed herewith).
25.2 Form T-1 Statement of Eligibility and Qualification under The Trust Indenture Act of 1939 of
Lasalle Bank National Association (filed herewith).
ITEM 17. UNDERTAKINGSUNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Sectionsection 10(a)(3) of the
Securities Act of 1933;
II-2
(ii) To reflect in the prospectus any facts or events arising after
the effective date of thisthe registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
PROVIDED, HOWEVER,statement.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Sectionsection 13 or Sectionsection 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein,therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) That,The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Sectionsection 13(a) or Sectionsection 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein,therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c)hereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons controllingof the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification (other than by policies of insurance) is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful
II-3
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-4The undersigned hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrantregistrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statementregistration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York,Stamford, State of New York,Connecticut, on the 19th day of May,
1994.September 22,
2003.
CRANE CO.
ByBy: /s/ R. S. Evans
R.S. Evans
Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS,Eric C. Fast
------------------------------------------
Eric C. Fast
President and Chief Executive Officer
POWER OF ATTORNEY
Know all persons by these presents, that each person whose signature
appears below constitutes and appoints Paul R. HundtGeorge S. Scimone and Thomas J. Ungerland,Augustus I. duPont,
and each of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and revocation,resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments to this
registration statement (including post-effective amendments)amendments pursuant to this Registration StatementRule
462(b) or otherwise), and to file the same with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and every act and thingsthing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act ofPURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ R.S. Evans Chairman of the Board, May 17, 1994
R.S. EVANS Principal Executive
Officer and Director
/s/ D.S. Smith Vice President May 17, 1994
D.S. SMITH Principal Financial
Officer
II-5
SIGNATURE TITLE DATE
--------- ----- ----
/s/ M.L. Raithel Controller May 17, 1994
M.L. RAITHEL and Principal
Accounting Officer
/s/ Mone Anathan, III Director May 16, 1994
MONE ANATHAN, III
/s/ E. Thayer Bigelow, Jr. Director May 17, 1994
E. THAYER BIGELOW, JR.
/s/ Richard S. Fort Director May 17, 1994
RICHARD S. FORT
/s/ Dorsey R. Gardner Director May 16, 1994
DORSEY R. GARDNER
/s/ Dwight C. Minton Director May 17, 1994
DWIGHT C. MINTON
/s/ C.J. Queenan, Jr. Director May 17, 1994
C.J. QUEENAN, JR.
/s/ A.A. Seeligson, Jr. Director May 17, 1994
A.A. SEELIGSON, JR.
/s/ Boris Yavitz Director May 17, 1994
BORIS YAVITZ
II-6THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE CAPACITY DATE
--------- -------- ----
/s/ Eric C. Fast President and Chief Executive Officer and September 22, 2003
- -------------------------------------------- Director
Eric C. Fast
/s/ George S. Scimone Vice President- Finance and Chief Financial September 22, 2003
- -------------------------------------------- Officer
George S. Scimone
/s/ Joan Atkinson Nano Vice President and Controller September 22, 2003
- --------------------------------------------
Joan Atkinson Nano
/s/ R.S. Evans Director September 22, 2003
- --------------------------------------------
R.S. Evans
/s/ E. Thayer Bigelow, Jr. Director September 22, 2003
- --------------------------------------------
E. Thayer Bigelow, Jr.
/s/ Richard S. Forte Director September 22, 2003
- --------------------------------------------
Richard S. Forte
/s/ Dorsey R. Gardner Director September 22, 2003
- --------------------------------------------
Dorsey R. Gardner
/s/ Jean Gaulin Director September 22, 2003
- --------------------------------------------
Jean Gaulin
/s/ William E. Lipner Director September 22, 2003
- --------------------------------------------
William E. Lipner
/s/ Dwight C. Minton Director September 22, 2003
- --------------------------------------------
Dwight C. Minton
/s/ Charles J. Queenan, Jr. Director September 22, 2003
- --------------------------------------------------
Charles J. Queenan, Jr.
/s/ James L. L. Tullis Director September 22, 2003
- --------------------------------------------
James L. L. Tullis
EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
------ ----------- -------------
1.1 Form of Underwriting Agreement
1.2 Form of Distribution Agreement
4.1 Senior Indenture dated as of April 1, 1991 between
Crane and The Bank of New York, as Trustee,
including the forms of Debt Securities
(incorporated by reference to Exhibit 4 to the
Registration Statement on Form S-3 of Crane (No.
33-39658))
4.2 Form of Subordinated Indenture between Crane
and The First National Bank of Chicago, as
Trustee
5 Opinion of Paul R. Hundt
12 Computation of Ratios of Earnings to Fixed Charges
23.1 Consent of Deloitte & Touche
23.2 Consent of Paul R. Hundt (included in Exhibit 5)
23.3 Consent of Price Waterhouse
23.4 Consent of Coopers & Lybrand
23.5 Consent of Arthur Andersen & Co.
25.1 Form T-1 Statement of Eligibility and Qualification
Under the Trust Indenture Act of 1939 of The Bank
of New York (incorporated by reference to Exhibit
26 to the Registration Statement on Form S-3 of
Crane (No. 33-39658))
25.2 Form T-1 Statement of Eligibility and Qualification
Under the Trust Indenture Act of 1939 of The
First National Bank of Chicago
EXHIBIT NO. DESCRIPTION
- ------------- -----------------------------------------------------------------------------------------------------
1.1 Form of Underwriting Agreement (filed herewith).
1.2 Form of Distribution Agreement (incorporated by reference to Exhibit 1.2 to the Registration
Statement on Form S-3 of Crane (No. 33-53709).
4.1 Senior Indenture dated as of April 1, 1991, between Crane Co. and The Bank of New York, as
Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of
Crane filed on September 16, 1998).
4.2 Form of Subordinated Indenture between Crane Co. and Lasalle Bank National Association, as
Trustee (filed herewith).
5.1 Opinion of Augustus I. duPont (filed herewith).
12.1 Statement of Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to
Exhibit 12 to the Current Report on Form 8-K of Crane filed on September 8, 2003).
23.1 Consent of Augustus I. duPont (included in opinion filed as Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP (filed herewith).
24.1 Power of Attorney (appears on signature page).
25.1 Form T-1 Statement of Eligibility and Qualification under The Trust Indenture Act of 1939 of
The Bank of New York (filed herewith).
25.2 Form T-1 Statement of Eligibility and Qualification under The Trust Indenture Act of 1939 of
Lasalle Bank National Association (filed herewith).