As filed with the Securities and Exchange Commission on May 19, 1994
Registration No. 33-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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. HUNDT
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: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /X/
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT BEING OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES BEING REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(1)(2) FEE
- ---------------------------------------------------------------------------------------------------
Debt Securities . . . . . . $300,000,000 100% $300,000,000 $103,449
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
<FN>
(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 this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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 prior 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
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 of 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.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
---------------
The date of this Prospectus is May 19, 1994.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE IN 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 INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"), all of which may be
inspected and copied at the 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 Commission at 450 Fifth Street,
N.W., Judiciary Plaza, Washington, D.C. 20549. Such material can also be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005, where the Company's Common Stock is listed.
This Prospectus constitutes part of a Registration Statement filed by
the Company with the Commission under the Securities Act of 1933, as amended
(the "Securities Act"). This Prospectus and the accompanying Prospectus
Supplement omit certain of the information contained in the Registration
Statement in accordance with the rules 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 incorporated by reference into this Prospectus.
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993.
2. The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1994.
3. The Company's Current Reports on Form 8-K filed January 12, 1994
(as amended by Form 8-K-A filed January 26, 1994), filed March
31, 1994 (as amended 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 Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 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 and all of the documents that have
been 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, Crane Co., 100 First
Stamford Place, Stamford, Connecticut 06902 (telephone (203) 363-7300).
2
THE COMPANY
The Company is 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's strategy is to maintain a balanced business mix and to
focus on niche businesses where it can obtain a significant market position
building on its strength in special engineered, light-to-medium manufacturing
and distribution, while reducing its reliance on highly capital-intensive and
cyclical businesses.
The Company was reincorporated in the state of Delaware in 1985 as the
successor to an Illinois corporation which traced its origins to 1855. The
Company's principal executive offices are located at 100 First Stamford Place,
Stamford, Connecticut 06902, and its telephone number is (203) 363-7300.
USE OF PROCEEDS
Except as otherwise provided in the Prospectus Supplement, the net
proceeds from the sale of the Debt Securities will be used to repay outstanding
borrowings and for working capital and general corporate purposes, which may
include acquisitions. While the Company regularly evaluates acquisition
candidates and conducts preliminary discussions, the Company is not currently
involved in any negotiations with respect to, and has no agreement or
understanding regarding, any such acquisition.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges
for the Company for each of the five years ended December 31, 1993 and for the
three months ended March 31, 1994. For the purpose of calculating such ratio,
"earnings" consist of income from continuing operations before income taxes and
fixed charges (excluding capitalized interest). "Fixed charges" consist of
interest expense, one-third of rental expense (which 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
DESCRIPTION OF DEBT SECURITIES
The Senior Securities will be issued under an Indenture dated as of
April 1, 1991 (the "Senior Indenture") between the Company and The Bank of New
York, as Trustee (the "Senior Trustee"), and the Subordinated Securities will be
issued under an Indenture (the "Subordinated Indenture") between the Company and
The First National Bank of Chicago, as Trustee (the "Subordinated Trustee").
The Senior Indenture and the form of Subordinated Indenture (collectively the
"Indentures") are filed as exhibits to the Registration Statement and are also
available for inspection at the office of the respective Trustee. The following
statements are subject to the detailed provisions of the Indentures including
the definitions therein of certain terms which are not otherwise defined in this
Prospectus. Section references are to both Indentures unless otherwise
indicated. Wherever particular provisions of the Indentures are referred to,
such provisions are incorporated by reference as part of the statements made and
the statements are qualified in their entirety by such reference. The
Indentures are substantially identical, except for certain covenants of the
Company contained in the Senior Indenture and provisions relating to
subordination contained in 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 issued from time to time in one or more series. 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 Securities will be direct,
unsecured obligations of the Company and will 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 all 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 term "Senior Indebtedness" means 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 Indenture or thereafter
incurred or created:
(a) all indebtedness of the Company for money borrowed
(including any 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 (including the Senior Securities);
(c) all lease obligations of the Company which are
capitalized on the books of the Company in accordance with generally
accepted accounting principles;
(d) 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 kind described in the preceding clause (c) assumed by or
guaranteed in any manner by the Company or in effect guaranteed by the
Company through an agreement to purchase, contingent or otherwise; and
8
(e) all renewals, extensions or refundings of indebtedness of
the kinds described in any of the preceding clauses (a), (b) or (d) and
all renewals or extensions of leases of 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, the 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 other indebtedness
of the Company or is not superior in right of payment to, or is PARI PASSU with,
the Subordinated Securities. Notwithstanding the foregoing, Senior Indebtedness
shall not include (i) any indebtedness or lease obligation of any kind of the
Company to any subsidiary of the Company, a majority of the voting stock of
which is owned by the Company, or (ii) indebtedness for trade payables or
constituting the deferred purchase price of assets or services incurred in the
ordinary course of business. (Section 1.1 of the Subordinated Indenture).
As of March 31, 1994, the Company had approximately $296,273,465 million
of consolidated indebtedness outstanding (excluding accrued interest thereon)
which would have constituted either Senior Indebtedness or indebtedness of
subsidiaries of the Company. 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.
MERGER, CONSOLIDATION, SALE, LEASE OR CONVEYANCE
Each Indenture provides that the Company will not merge or consolidate
with any other person and will not sell, lease or convey all or substantially
all of its assets to any person, unless the Company shall be the continuing
corporation, or the successor corporation or person that acquires all or
substantially all of the assets of the Company shall be a corporation organized
under the laws of the United States or a State thereof or the District of
Columbia 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 Indenture to be performed or observed by
the Company. (Section 8.1).
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 not 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) if an Event of Default due to the
default in payment of principal of, premium, if any, or interest on, any series
of Debt Securities issued under the applicable Indenture or due to the default
in the performance or breach of any other covenant or agreement of the Company
applicable to the Debt Securities of such series but not applicable to all
outstanding Debt Securities issued under such Indenture shall have occurred and
be continuing, either the applicable Trustee or the holders of not less than 25%
in principal amount of the Debt Securities of each affected series issued under
such Indenture and then outstanding (each such series voting as a separate
class) may declare the principal of all Debt Securities of such affected series
and interest accrued thereon to be due and payable immediately and (b) if an
Event of Default due to a default in the performance of any other 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 and
be continuing, either the applicable Trustee or the holders of not less than 25%
in principal amount of all Debt Securities issued under such Indenture and then
outstanding (treated as one class) may declare the principal on all such Debt
Securities 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) by 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 amount of the Debt Securities of
each series then outstanding and affected (with each series voting as a separate
class) shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee with respect to the Debt
Securities of such series under the applicable Indenture, subject to certain
limitations specified in such Indenture, provided that 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 Trustee written notice
of default and continuance thereof and unless the holders of not less than 25%
in principal amount of the Debt Securities of each affected series (with each
series voting as a separate class) issued under such Indenture and then
outstanding shall have requested such Trustee to institute such action and shall
have offered such Trustee reasonable indemnity, and such Trustee shall not have
instituted such action within 60 days of such request and the Trustee shall not
have received direction inconsistent with such written request by the holders of
a majority in principal amount of the Debt Securities of each affected series
(with each series voting as a separate class) issued under such Indenture and
then outstanding. (Sections 4.6 and 4.7).
10
Each Indenture requires the annual filing by the Company with the
applicable Trustee of a written statement as to compliance with all conditions
and covenants contained in the applicable Indenture. (Section 3.5).
DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE
The Company can discharge or defease its obligations under the
Indentures as set forth below.
Under terms satisfactory to the applicable Trustee, the Company may
discharge certain obligations to holders of any series of Debt Securities issued
under 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 Securities the exact amounts of principal
of and interest due on such series can 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 duty to register the transfer or exchange of such series of
Debt Securities, to replace any temporary, mutilated, destroyed, lost, or stolen
Debt Securities of such series or to maintain an office or agency in respect 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 case on the 121st
day after the conditions set forth below have been satisfied. Defeasance or
covenant defeasance may be effected only if, among other things: (i) the
Company irrevocably deposits with 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 Indenture on the dates such installments
of principal and interest are due; and (ii) the Company delivers to such Trustee
an opinion of counsel 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 thereof or, with respect to the Subordinated Indenture, modify the
provisions 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. (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.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities being offered hereby in four
ways: (i) directly to purchasers; (ii) through agents; (iii) through
underwriters; and (iv) through dealers.
Offers to purchase Debt Securities may be solicited directly by the
Company or by agents designated by the Company from time to time. Any such
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, will be named, and any commissions
payable by the Company to such agent will be set forth, in the Prospectus
Supplement. Unless otherwise indicated in the Prospectus Supplement, any such
agent will be acting on a reasonable efforts basis for the period of its
appointment. The Company shall have the sole right to accept offers to purchase
Debt Securities and 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 Company to
indemnification by the Company against certain liabilities, including
liabilities under the Securities Act, and may engage in transactions with or
perform services for the Company in the ordinary course of business.
If an underwriter or underwriters are utilized in the sale of the Debt
Securities in respect of which this Prospectus is delivered, the Company will
execute an underwriting agreement with
12
such underwriters at the time of the sale to them and the names of the
underwriters and the terms of the transaction will be set forth in the
Prospectus Supplement, which will be used by the underwriters to make resales of
the Debt Securities in respect of 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 sale 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.
EXPERTS
The consolidated financial statements and the related supplemental
schedules incorporated in this Prospectus by reference from the Company's Annual
Report on Form 10-K have been audited by Deloitte & Touche, independent public
accountants, as stated in their reports, which are incorporated herein by
reference, and have been so incorporated in reliance upon such reports given
upon the authority of that firm as experts in accounting 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, 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 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
Each of the amounts set forth above, other than the Registration Fee, is an
estimate.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 145 of the Delaware General Corporation Act permits the
Company to indemnify officers, directors or employees against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement in
connection with legal proceedings "if [as to any officer, director or employee]
he acted in good faith and 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 require the Company to indemnify directors
and officers against liabilities which they may incur under the circumstances
set forth in the preceding paragraph.
The Company maintains standard policies of insurance under which
coverage is provided (a) to its directors and officers against loss rising 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 provision or
otherwise as a matter of law.
II-1
On April 27, 1987, shareholders of Crane, at the Annual Meeting of the
Company, approved an amendment to the Certificate of Incorporation limiting
directors' liability to the full extent permitted under Delaware law and also
approved indemnification agreements for directors and key officers. Disclosure
with respect to the amendment to the Certificate of Incorporation and the text
of the indemnity agreements was contained in the Company's Proxy Statement
issued in connection with its April 27, 1987 Annual Meeting, which 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.
ITEM 16. EXHIBITS
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 (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
ITEM 17. UNDERTAKINGS
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 Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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;
(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, 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 Section 13 or
Section 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, 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, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and persons
controlling 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-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 19th day of May,
1994.
CRANE CO.
By /s/ R. S. Evans
R.S. Evans
Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul R. Hundt and Thomas J. Ungerland,
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and revocation, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement 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 things requisite and necessary to be done 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 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-6
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