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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
(x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1993
-----------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______________ to _______________
Commission file number 1-1657
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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, CT 06902
- ---------------------------------------- --------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 363-7300
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
----------------------- ------------------------
Common shares, par value $1.00 New York Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
5% convertible subordinated debentures due July, 1994
8 1/2% senior notes due March, 2004
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2)has been subject to such filing
requirements for the past 90 days. Yes X No
----- -----
Indicate by check mark if the disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ( )
Based on the closing sales price of March 16, 1994 the aggregate market value of
the voting stock held by nonaffiliates of the registrant was $848,556,957.
The number of shares outstanding of the registrant's common stock, $1.00 par
value was 29,905,091 at March 16, 1994.
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
Portions of the annual shareholders report for the year ended December 31, 1993
are incorporated by reference into Parts I, II and IV.
Portions of the proxy statement for the annual shareholders meeting May 9, 1994
are incorporated by reference into Parts I and III.
PART I
------
Item 1. Business
--------
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 business serves the building products markets and industrial
customers. Founded in 1855, Crane Co. employs over 8,700 people in North
America, Europe and Australia.
The company's strategy is to maintain a balanced business mix, to focus on
niche businesses with high market share and to avoid capital-intensive and
cyclical businesses.
In the past five years, the company has completed seven acquisitions. In
1990 it acquired Lear Romec, a manufacturer of lubrication and fuel pumps for
the aerospace industry. In 1992, certain assets of Jenkins Canada, Inc., a
manufacturer of bronze and iron valves, were acquired as an addition to the
company's North American valve unit. In 1993, the company made five
acquisitions. Perflow Instruments, Ltd., a British manufacturer of pressure
and flow measurement equipment, was added to Crane Ltd. Huttig Sash and Door
Company expanded its nationwide millwork distribution by acquiring Rondel's
Inc., a millwork distributor serving the eastern Washington/western Idaho
region, and the Whittier-Ruhle Millwork Company, serving the Mid-Atlantic
region. The company significantly expanded its position as a supplier of
fiberglass reinforced plastic (FRP) panels to the recreational vehicle market
with the acquisition of Filon. Filon was integrated with the company's
Kemlite unit in the fourth quarter of 1993. The company acquired Burks Pumps,
Inc., a manufacturer of engineered pumps, in December 1993. This acquisition
will complement the company's Chempump and Deming pump businesses and
significantly increases its involvement in niche markets in the pump industry.
In 1990 the company sold Sea-Pac Sales Co., a distributor of floor
covering products, and its McAvity division, a Canadian manufacturer of
waterwork valves and hydrants for an aggregate sales price of approximately
$19 million. In April 1993, the company sold its precision ordnance business,
UniDynamics/Phoenix for approximately $6 million.
During March 1992 the company sold $100,000,000 8 1/2% notes that will
mature on March 15, 2004.
See page 24 of the Annual Report to Shareholders for the contributions to
the company's sales and operating profit of each of its business segments and
the assets employed in each segment.
ENGINEERED INDUSTRIAL PRODUCTS
------------------------------
This segment is composed of operations that design and manufacture
engineered products and systems for the aerospace, fluid handling, automatic
merchandising, transportation, commercial construction and defense markets.
The company serves the global valve market through manufacturing
facilities in North America, the United Kingdom and Australia. The company
sells a wide variety of valves and fluid control products for the chemical,
processing, power and general industrial and commercial construction
industries. Products include gate, globe, check, angle, ball and butterfly
valves of steel, carbon and stainless steel, alloy, iron, cast iron and bronze
designed for use under various pressures and temperatures, along with pipe
fittings, actuators, pumps and flow measurement equipment. The North American
unit also provides a full range of valve aftermarket services including parts,
repairs, and modifications through eight service centers and the company's
subsidiary in the United Kingdom also maintains repair and service facilities
for valves, pumps, compressors, heat exchangers and similar equipment.
-1-
PART I
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Item 1. Business (continued)
--------
Crane Pumps & Systems manufactures pumps used in the chemical, power,
hydro-carbon processing, municipal, general industrial and commercial
industries. Products include sealless canned motor pumps designed to handle
environmentally hazardous fluids, horizontal and vertical centrifugal pumps,
standard vertical turbine pumps, submersible wastewater pumps, regenerative
turbine, end suction centrifugal pumps, submersible deaerator pumps, split
case pumps, and in-line pumps. The pumps are marketed under the Chempump,
Deming, Barnes, Burks, Weinman and Prosser brand names.
The company's Cochrane Environmental Systems division designs and markets
water and wastewater treatment equipment for almost every major industry.
Cochrane's products include deaerators, demineralizers, hot and cold process
softeners, dealkalizers, filters, multiport relief valves, condensate drainage
systems and clarifiers. These products have applications for boiler feed,
industrial processes and wastewater treatment and recovery and are sold
principally to public utilities and authorities and major industrial plants.
The above products are sold directly to end users through Crane's sales
organizations and through independent distributors and manufacturers'
representatives.
The company designs, manufactures and sells, under the name "Hydro-Aire",
anti-skid and automatic brake control systems, fuel and hydraulic pumps, and
other aerospace components for the commercial, military and general aircraft
industries as original equipment. In addition, the company designs and
manufactures systems similar to those above for the retrofit of aircraft with
improved systems and manufactures replacement parts for systems installed as
original equipment by the aircraft manufacturer. All of these products are
largely proprietary to the company and, to some extent, are custom designed to
the requirements and specifications of the aircraft manufacturer or program
contractor. These systems and replacement parts are sold directly to
airlines, governments, and aircraft maintenance and overhaul companies.
Lear Romec designs, manufactures and sells pumps and fluid handling
systems for military and commercial aerospace industries. Lear Romec has a
leading share of the non-captive market for turbine engine lube and scavenge
oil pumps. Also, it is the leading supplier of fuel boost and transfer pumps
for commuter and business aircraft.
The company, through Resistoflex/Defense, designs and manufactures high
performance fittings used primarily in military aircraft under the name
"Dynatube". The company, through Crane Defense Systems is engaged in the
development and manufacture of specialized handling systems, elevators, ground
support equipment, cranes and associated electronics. These products are sold
directly to the government and defense contractors and represented less than
2% of 1993 sales.
Ferguson designs and manufactures, in the United States and through
Ferguson Machine S. A. in Europe, precision index and transfer systems for use
on and with machines which perform automatic forming, assembly, metal cutting,
testing and inspection operations. Products include index drives and tables,
mechanical parts handlers, inline transfer machines, rotary tables, press
feeds and custom cams. These products are sold through company and
independent sales representatives and distributors.
-2-
PART I
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Item 1. Business (continued)
--------
Kemlite manufactures fiberglass-reinforced plastic panels for use
principally by the transportation industry in refrigeration and dry van truck
trailers and recreational vehicles. Kemlite products are also sold to the
commercial construction industry for food processing, fast food restaurant and
supermarket applications, and to institutions where fire rated materials with
low smoke generation and minimum toxicity are required. Kemlite sells its
products directly to the truck trailer and recreational vehicle manufacturers
and uses distributors to serve its commercial construction market.
Cor Tec is the leading domestic manufacturer of fiberglass-reinforced
laminated panels. The primary market for these panels is the truck and truck
trailer segment of the transportation industry. Cor Tec markets its products
directly to the truck and truck trailer manufacturers.
Resistoflex/Industrial is engaged in the design, manufacture and sale of
plastic-lined steel pipe, fittings, valves, bellows and hose used primarily by
the pharmaceutical, chemical processing, pulp and paper, petroleum
distribution, and waste management industries. Resistoflex sells its products
through industrial distributors who provide stocking and fabrication services
to industrial users in the United States.
The Canadian operations of the company are conducted by Crane Canada,
Inc., a wholly-owned subsidiary. Crane Canada manufactures plumbing fixtures
and related building products. The unit commands a large share of the
Canadian market for these products.
Polyflon manufactures radio frequency and microwave components,
substrates, capacitors, and antennas for commercial and aerospace uses, and
resonating structures for the medical industry.
National Vendors is the largest domestic manufacturer of full line vending
machines for the automatic merchandising industry. Products include machines
which dispense snacks, refrigerated and frozen foods, hot and cold beverages
and postal commodities. These products are marketed in North America directly
to vending machine operators. In Europe products are marketed through wholly-
owned subsidiaries with operations located in the United Kingdom, Germany and
France.
National Rejectors, GmbH designs and manufactures electronic coin
validators and handling systems for vending operations throughout Europe.
These devices are sold directly to the vending, amusement, soft-drink, and
ticket issuing industries.
WHOLESALE DISTRIBUTION
----------------------
The company distributes millwork products through its wholly-owned
subsidiary, Huttig Sash & Door Company ("Huttig"). These products include
doors, windows, moldings and related building products. Huttig assembles
certain of these products to customer specification prior to distribution.
Its principal customers are building material dealers and building contractors
that service the new construction and remodeling markets. Wholesale
operations are conducted nationally through forty-seven branch warehouses
throughout the United States, in both major and medium-sized cities. Huttig's
sales are made on both a direct shipment and out-of-warehouse basis entirely
through its own sales force.
Huttig maintains a saw mill and a manufacturing plant in Missoula,
Montana, where it produces certain of the above products and other finished
lumber, the bulk of which is sold directly to third parties, some of whom
compete with Huttig branches. In addition, Huttig manufactures wood windows
in Rock Hill, South Carolina.
Valve Systems and Controls is a value added industrial distributor
providing power operated valves and flow control systems to the petroleum,
chemical, power and general processing industries. It services its customers
through facilities in Texas, Louisiana, Oklahoma and California.
-3-
PART I
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Item 1. Business (continued)
--------
Canadian wholesale operations are conducted through the Crane Canada
Supply Division of Crane Canada, Inc. This division, a distributor of
plumbing supplies, valves and piping, maintains thirty-seven branches
throughout Canada and is the largest single distributor for Crane manufactured
products. This division also distributes products which are both
complementary to and partly competitive with Crane Canada's own manufactured
products.
COMPETITIVE CONDITIONS
----------------------
The company's lines of business are conducted under actively competitive
conditions in each of the geographic and product areas they serve. Because of
the diversity of the classes of products manufactured and sold, they do not
compete with the same companies in all geographic or product areas.
Accordingly, it is not possible to estimate the precise number of competitors
or to identify the principal methods of competition. Although reliable
statistics are not available, management believes the company and its
subsidiaries are important manufacturers or suppliers in a number of market
niches and geographic areas it serves.
The company's products have primary application in the industrial,
construction, aerospace, automated merchandising, transportation, and fluid
handling industries. As such, they are dependent upon numerous unpredictable
factors, including changes in market demand, general economic conditions,
residential and commercial building starts, capital spending, energy
exploration and energy allocations during times of scarcity. Since these
products are also sold in a wide variety of markets and applications,
management does not believe it can reliably quantify or predict the possible
effects upon its business resulting from such changes.
Seasonality is a considerable factor in Huttig and the Canadian
operations.
Order backlog totalled approximately $226 million as of December 31, 1993,
compared with $262 million as of December 31, 1992. Management believes
backlog is not material to understanding its overall business because long-
term contracts are not customary to significant portions of its business,
except within the defense and aerospace related businesses.
RECENT DEVELOPMENTS
-------------------
On March 18, 1994 pursuant to a tender offer, Crane Acquisition Corp., a
wholly owned subsidiary of Crane ("Crane Acquisition"), acquired 5,620,383
shares of the common stock of ELDEC Corporation ("ELDEC") at $13.00 per share.
With this purchase, Crane Acquisition Corp. acquired 98.7 percent of the
outstanding shares of ELDEC and thereafter consummated the merger of ELDEC
into Crane Acquisition Corp., each remaining share of ELDEC common stock would
be converted into the right to receive $13.00 in cash. Therefore, ELDEC is
now a wholly owned subsidiary of Crane. Funds in the amount of up to
$74,000,000 required for the acquisition of ELDEC have been made available
through short-term credit lines.
ELDEC, a Washington based corporation, designs, manufactures and markets
custom electronic and electromechanical products and systems for applications
that are technically and environmentally demanding. The company serves both
the commercial and military aerospace markets, and its major customers are
airframe and aircraft engine manufacturers and electronic systems
manufacturers. The company has four product lines; sensing systems that
monitor the status of aircraft landing gear, doors and flight surfaces; low
voltage and high voltage power supplies for avionic and defense electronic
systems; monitor and control devices for aircraft engines, including
flowmeters and engine diagnostic systems; battery chargers, transformer-
rectifiers and other devices that regulate DC power on an aircraft.
For the year ended March 31, 1993, ELDEC had net sales of $108,415,000,
net income of $2,430,000, and total assets of $112,235,000.
-4-
PART I
------
Item 1. Business (continued)
--------
The company's engineering and product development activities are directed
primarily toward improvement of existing products and adaptation of existing
products to particular customer requirements. While the company owns numerous
patents and licenses, none are of such importance that termination would
materially affect its business. Product development and engineering costs
aggregated approximately $18,300,000 in 1993 ($19,200,000 and $18,600,000 in
1992 and 1991, respectively). In addition, approximately $139,000,
$4,100,000, and $6,900,000 were received by the company in 1993, 1992, and
1991, respectively, for customer sponsored research and development relating
to projects within the Engineered Industrial Products segment.
Costs of compliance with federal, state and local laws and regulations
involving the discharge of materials into the environment or otherwise
relating to the protection of the environment are not expected to have a
material effect upon the company or its competitive position.
Item 2. Properties
MANUFACTURING FACILITIES* NUMBER AREA
- -------------------------------------------- ------ -----------------
Engineered Industrial Products
United States 25 3,323,000 sq. ft.
Canada 5 739,000 sq. ft.
Other International 6 945,000 sq. ft.
Wholesale Distribution 3 552,000 sq. ft.
*Includes plants under lease agreements:
Leases
Expiring
Number Area Through
------ --------------- --------
United States 3 152,000 sq. ft. 1995
Canada 1 10,000 sq. ft. 1995
Other International 2 41,000 sq. ft. 2006
Engineered Industrial operates seven valve service centers in the United
States, of which three are owned. The company also operates internationally
nine distribution and eight service centers.
Wholesale Distribution has forty-seven Huttig branch warehouses in the
United States, of which twenty-nine are owned. The Canadian wholesale
operation maintains thirty-seven distribution branch warehouses in Canada, of
which sixteen are owned. Valve Systems and Controls operates four leased
distribution facilities in the United States.
In the opinion of management, properties have been well maintained, are in
sound operating condition, and contain all necessary equipment and facilities
for their intended purposes.
-5-
PART I
------
Item 3. Legal Proceedings
-----------------
Neither the company, nor any subsidiary of the company has become a party
to, nor has any of their property become the subject of any material legal
proceeding other than ordinary routine litigation incidental to their
businesses.
The following proceeding is included herein because it has been reported
in the media. On September 22, 1992 the company was served with a complaint
filed in the U.S. District Court, Eastern District of Missouri naming the
company and its former subsidiary CF&I Steel Corporation ("CF&I") as
defendants and alleging violations of the False Claims Act in connection with
the distribution of CF&I to the company's shareholders in 1985 (Civil Actions
Nos. 91-0429-C-1 and 4:92CV00514JCH). The complaint alleges a continuing
agreement and concert of action between the company and CF&I to distribute
CF&I to the company's shareholders, thereafter to terminate CF&I's pension
plan so as to cause the Pension Benefit Guaranty Corporation ("PBGC") to
assume CF&I's liability for $140 million in unfunded pension liabilities and
to prevent the PBGC from obtaining any reimbursement from the company, and to
publish and file misleading information in furtherance of that objective. The
complaint seeks treble damages and attorney's fees. The company believes it
has defenses to the complaint on the grounds, among others, that the
allegations are without merit, the plaintiff has no standing and the False
Claims Act does not apply. On June 1, 1993 the federal court in the Eastern
District of Missouri dismissed the complaint for lack of standing of the
plaintiff. The plaintiff has filed an appeal. The company expects the
dismissal to be affirmed by the appellate court.
The following proceedings are not considered by the company to be material
to its business or financial condition and are reported herein because of the
requirements of the Securities and Exchange Commission with respect to the
descriptions of administrative or judicial proceedings by governmental
authorities arising under federal, state or local provisions regulating the
discharge of materials into the environment or otherwise relating to the
protection of the environment.
In a letter dated October 15, 1992 the office of the Attorney General of
the State of Ohio advised Cor Tec, a division of Dyrotech Industries, Inc.
which is a subsidiary of the company, that Cor Tec's plant facility in
Washington Court House, Ohio, had operated numerous air contaminant sources in
its manufacturing process which emitted air pollutants for an extended period
of time without the required state permits. The Ohio Attorney General's
office also alleged that certain contaminant sources at the Cor Tec facility
were installed without obtaining permits to install. The main air contaminant
in question is styrene, a volatile organic compound that is alleged to be a
carcinogen. Cor Tec recently constructed an air remediation system in its
plant which included the installation of a hood, vent and incinerator to
capture and incinerate the styrene emissions. At a meeting in Columbus, Ohio
on March 4, 1993 the Attorney General's office proposed that Cor Tec and the
company sign a Consent Decree which would include general injunctive relief
and civil penalties in the amount of $4.6 million. Cor Tec has refused to
execute such a Decree or pay a penalty. No formal complaint has been filed by
the Ohio Attorney General against the company or Cor Tec with regard to the
styrene emissions. Cor Tec believes it has adequate defenses to the
allegations made by the Attorney General and it plans to vigorously resist
paying any damages, fines, or penalties.
On July 12, 1985 the company received written notice from the United
States Environmental Protection Agency (the "EPA") that the EPA believes the
company may be a potentially responsible party ("PRP") under the Federal
Comprehensive Environmental Response Compensations and Liability Act of 1980
("CERCLA") to pay for investigation and corrective measures which may be
required to be taken at the Roebling Steel Company site in Florence Township,
Burlington County, New Jersey (the "Site") of which its former subsidiary,
CF&I Steel Corporation ("CF&I") was a past owner and operator prior to the
enactment of CERCLA. The
-6-
PART I
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Item 3. Legal Proceedings (continued)
-----------------
stated grounds for the EPA's position was the EPA's belief that the company
had owned and/or operated the Site. The company had advised the EPA that such
was not the case and does not believe that it is responsible for any testing
or clean-up at the Site based on current facts. CF&I also has received
notice from the State of New Jersey Department of Environmental Protection,
Office of Regulatory Services ("NJDEP)", advising CF&I that an investigation
by the NJDEP had identified what was considered an existing and potential
environmental problem at the Site. As a past owner and operator at the Site,
CF&I was notified of the NJDEP's belief that further investigatory action was
needed to identify all potential environmental problems at the Site and
thereafter formulate and implement a remedial plan to address any identified
problems. The NJDEP has subsequently requested information from CF&I, and
CF&I has cooperated in providing information, including results of tests
which CF&I has conducted at the Site. The EPA identified sources of
contamination, which must be examined for potential environmental damage,
including: chemical waste drums, storage tanks, transformers, impressed gas
cylinders, chemical laboratories, bag house dust, rubber tires, inactive
railroad cars, wastewater treatment plants, lagoons, slag disposal areas, and
a landfill. On November 7, 1990 CF&I filed a petition for reorganization
and protection under Chapter 11 of the United States Bankruptcy Code. The EPA
has disclosed that two surface clean-ups have been performed at a cost in
excess of $2,000,000 and a further surface clean-up has been announced at an
estimated cost of approximately $5,000,000.
On July 1, 1991 the company received a letter from the EPA providing an
update of the clean-up at the Site. The EPA's July 1, 1991 letter describes a
proposed third phase of the investigation, including a Focused Feasibility
Study which defined the nature of contaminants and evaluated remedial
alternatives for two portions of the Site. The estimated cost for the
preferred remedy selected by the EPA for these locations is $12,000,000. In
the bankruptcy proceeding of CF&I the EPA was allowed an unsecured claim
against CF&I for $27.1 million related to EPA's environmental investigations
and remediation at the Roebling Site. Based on the analysis above, the
company does not believe it is responsible for any portion of the clean-up.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
There have been no matters submitted to a vote of security holders during
the fourth quarter of 1993.
-7-
PART I
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EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------
The executive officers of the registrant are as follows:
Officer
Name Position Business Experience Age Since
- ----------------------------- ----------------------------- ----------------------------- --- -----
Robert S. Evans Chairman, Chief Chairman, Chief 50 1974
Executive Officer Executive Officer and
and President President of the
company
Jeremiah P. Cronin(1) Vice President- Vice President - Finance 50 1989
Finance and and Chief Financial Officer
Chief Financial of the company, previously
Officer Senior Vice President Finance
and Administration of
Research-Cottrell, Inc.
L. Hill Clark(2) Executive Vice Executive Vice President of 49 1994
President the company, previously
President of Lear Romec,
and previously held
various positions
Allied Signal Inc.
Paul R. Hundt Vice President Vice President, Secretary 54 1976
Secretary and and General Counsel of the
General Counsel company
Robert J. Muller, Jr. Executive Vice Executive Vice President of 47 1988
President the company
Anthony D. Pantaleoni Vice President Vice President - Environment, 39 1989
Environment, Health & Safety, previously
Health & Safety Director of Environmental,
Health and Safety Audit
Programs of Hoechst Celanese,
Director of Environmental,
Health and Safety Affairs of
Specialty Chemicals Group
Richard B. Phillips Vice President Vice President - Human 50 1987
Human Resources Resources of the company
Michael L. Raithel Controller Controller of the company 46 1985
David S. Smith(3) Vice President- Vice President - Finance 37 1991
Finance and and Chief Financial Officer
Chief Financial of the company, previously
Officer Vice President - Corporate
Development of the company,
and previously Vice President
of Corporate Finance Bankers
Trust Company
Gil A. Dickoff Treasurer Treasurer of the company, 32 1992
previously Assistant Treasurer
of the company
(1) Resigned March 16, 1994
(2) Effective January 27, 1994
(3) Effective March 21, 1994
-8-
PART II
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The information required by Items 5 through 8 is hereby
incorporated by reference to Pages 6 through 27 of the Annual
Report to Shareholders.
Item 9. Changes in and Disagreements on Accounting and Financial Disclosure
-------------------------------------------------------------------
Not applicable
PART III
--------
Item 10. Directors and Executive Officers of the Registrant
--------------------------------------------------
The information required by Item 10 is incorporated by reference to the
definitive proxy statement which the company will file with the Commission
pursuant to Regulation l4A except that such information with respect to
Executive Officers of the Registrant is included, pursuant to Instruction 3,
paragraph (b) of Item 401 of Regulation S-K, under Part I.
Item l1. Executive Compensation
----------------------
The information required by Item l1 is incorporated by reference to the
definitive proxy statement which the company will file with the Commission
pursuant to Regulation l4A.
Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
The information required by Item 12 is incorporated by reference to the
definitive proxy statement which the company will file with the Commission
pursuant to Regulation 14A.
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
The information required by Item 13 is incorporated by reference to the
definitive proxy statement which the company will file with the Commission
pursuant to Regulation 14A.
-9-
PART IV
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Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
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Page
----
(a) Financial Statements and Schedules*:
Independent
Auditors'
Report................................................... 13
Schedule V Property, Plant and Equipment............ 14
Schedule VI Accumulated Depreciation, Depletion and
Amortization of Property, Plant and
Equipment............................... 15
Schedule VIII Valuation and Qualifying Accounts......... 16
Schedule IX Short-Term Borrowings..................... 17
Schedule X Supplementary Income Statement Information 18
*The consolidated balance sheets of Crane Co. and subsidiaries as of
December 31, 1993 and 1992 and the related consolidated statements of
income, changes in common shareholders' equity and cash flows for the
years ended December 31, 1993, 1992 and 1991 and the financial review,
appearing on Pages 6 through 27 of Crane Co.'s Annual Report to
Shareholders which will be furnished with the company's proxy statement as
required by Regulation 14A, Rule 14a-3(c), are incorporated herein by
reference and are supplemented by schedules beginning on Page 14 of this
report.
All other statements and schedules for which provision is made in the
applicable regulation of the Securities and Exchange Commission have been
omitted because they are not required under related instructions or are
inapplicable, or the information is shown in the financial statements and
related notes.
(b) Reports on Form 8-K:
(1) 8-K filed January 12, 1994 regarding acquisition of Burks Pumps, Inc.
(2) 8-KA filed January 26, 1994 including financial statements of Burks
Pumps and Crane Co. pro forma.
(c) Exhibits to Form 10-K:
(3) Articles of Incorporation and By-laws:
There is incorporated by reference herein:
(a) The company's Articles of Incorporation contained in Exhibit D to
the company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1987.
(b) The company's by-laws contained in Exhibit A to the company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1992
(4) Instruments Defining the Rights of Security Holders, including
Indentures:
(a) There is incorporated by reference herein:
(1) Preferred Share Purchase Rights Agreement contained in
Exhibit 1 to the company's Report on Form 8-K filed with the
Commission on July 12, 1988.
(2) Amendment to Preferred Share Purchase Rights Agreement
contained in Exhibit 1 to the company's Report on Form 8-K
filed with the Commission on June 29, 1990.
-10-
PART IV
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Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
----------------------------------------------------------------
(continued)
(b) There is incorporated by reference herein:
1) Indenture dated as of April 1,1991 between the
Registrant and the Bank of New York contained in Exhibit
4 to Registration Statement No. 33-39658.
2) Third Supplemental Indenture dated as of April 30, 1969
between Registrant and B of A contained in Exhibit 4.2
to Registration Statement No. 2-32586 (5% Convertible
Subordinated Debentures, Series B, due July 1, 1994).
(10) Material Contracts:
------------------
(iii)Compensatory Plans
Exhibit A:
The Crane Co. Restricted Stock Award Plan as amended through
May 10, 1993.
Exhibit B:
The Crane Co. Non-Employee Directors Restricted Stock Award
Plan as amended through May 10, 1993.
There is incorporated by reference herein:
(a.) The Crane Co. Restricted Stock Award Plan contained in
Exhibit 4.1.1 to Post-Effective Amendment No. 2 to the
Registrant's Registration Statement No. 33-22904 on Form S-8
filed on July 6, 1988 and the related agreements filed as
Exhibit 4.4.2-2 to Post-Effective Amendment No. 4, Exhibit
4.4.2-3 to Post-Effective Amendment No. 5 and Exhibit 4.4.2-
4 to Post-Effective Amendment No. 6, and Exhibit 4.4.2-5 to
Post-Effective Amendment No. 7.
(b.) The indemnification agreements entered into with Mr. R. S.
Evans, each other director of the company and Mr. P. R.
Hundt the form of which is contained in Exhibit C to the
company's definitive proxy statement filed with the
Commission in connection with the company's April 27, 1987
Annual Meeting.
(c.) The Crane Co. Retirement Plan for Non-Employee Directors
contained in Exhibit E to the company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1988.
(d.) The forms of Agreement and Supplemental Agreement between
the company and each of its five most highly compensated
officers which provide for the continuation of certain
employee benefits upon a change of control contained in
Exhibit E to the company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1989.
(e.) The Crane Co. Stock Option Plan as amended through May 6,
1991 contained in Exhibit 1(a)(2) to Post-Effective
Amendment No. 2 to the company's Registration Statement No.
33-18251 on Form S-8 filed with the Commission on November
2, 1987.
(11) Statement re computation of per share earnings:
Exhibit C:
Computation of net income per share.
(13) Annual report to security holders:
Exhibit D:
Annual Report to shareholders for the year ended December
31, 1993.
(22) Subsidiaries of the Registrant:
Exhibit E:
Subsidiaries of the Registrant.
(24) Consent of Experts and Counsel
Exhibit F:
Independent auditors' consent.
All other exhibits are omitted because they are not applicable or the
required information is shown elsewhere in this Annual Report on Form 10-
K.
-11-
SIGNATURES
- ----------
Pursuant to the requirements of Section l3 or l5(d) of the Securities Exchange
Act of l934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CRANE CO.
----------------------
(Registrant)
By D. S. Smith
-------------------------
D. S. Smith
Vice President-Finance
Date 3/28/94
-----------------
Pursuant to the requirements of the Securities Exchange Act of l934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
OFFICERS
--------
R. S. Evans
- --------------------------
R. S. Evans
Chairman, Chief Executive Officer, President and Director
Date 3/28/94
------------------
D. S. Smith M. L. Raithel
- -------------------------- --------------------------
D. S. Smith M. L. Raithel
Vice President-Finance Controller
Date 3/28/94 Date 3/28/94
---------------------- ----------------------
DIRECTORS
---------
C. J. Queenan, Jr.
-------------------
C. J. Queenan, Jr.
Date 3/28/94
---------------
M. Anathan, III E. T. Bigelow A. A. Seeligson, Jr.
- ------------------------------- -------------------- -------------------------
M. Anathan, III E. T. Bigelow A. A. Seeligson, Jr.
Date 3/28/94 Date 3/28/94 Date 3/28/94
-------------------------- -------------------- -------------------
R. S. Forte' D. C. Minton B. Yavitz
- ------------------------------- ------------------ ------------------------
R. S. Forte' D. C. Minton B. Yavitz
Date 3/28/94 Date 3/28/94 Date 3/28/94
------------- -------------------- __________________
D. R. Gardner
------------------------
D. R. Gardner
Date 3/28/94
-------------------
-12-
INDEPENDENT AUDITORS' REPORT
- ----------------------------
To the Shareholders of Crane Co.:
We have audited the consolidated financial statements of Crane Co. and
subsidiaries as of December 31, 1993 and 1992, and for each of three years in
the period ended December 31, 1993 and have issued our report thereon dated
January 24, 1994 (except for the note "Subsequent Event" on page 21, as to which
the date is February 11, 1994); such financial statements and report are
included in your 1993 Annual Report to Shareholders and are incorporated herein
by reference. Our audits also included the consolidated financial statement
schedules of Crane Co., listed in Item 14. These financial statement schedules
are the responsibility of the Company's mamnagement. Our responsibility is to
express an opinion based on our audits. In our opinion, such financial
statement schedules, when considered in relation to the basic consolidated
financial statements taken as a whole, present fairly in all material respects
the information set forth therein.
Deloitte & Touche
January 24, 1994
-13-
CRANE CO. AND SUBSIDIARIES
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
Years Ended December 31, 1993, 1992 and 1991
(In Thousands)
Balance at Currency Balance at
Beginning Acquisitions Additions Divestitures Retirements Translation end of
of Year of Businesses at Cost of Businesses or Sales Reclasses Adjustments Year
------------ ------------- --------- ------------- ------------ --------------- ------------ ---------
1993
- ----
Land $ 20,422 $ 744 $ 1,518 $ - $ 116 $ - $ (43) $ 22,525
Buildings and
Improvements 114,958 7,992 16,129 - 741 47 (745) 137,640
Machinery and
Equipment 241,930 16,360 21,191 7,461 7,663 (47) (2,767) 261,543
-------- ------- ------- -------- ------- -------- -------- --------
$377,310 $ 25,096 $38,838 $ 7,461 $ 8,520 $ - $ (3,555) $421,708
======== ======== ======= ======= ============= ======== ======== ========
1992
- ----
Land $ 20,900 $ - $ - $ - $ 362 $ - $ (116) $ 20,422
Buildings and
Improvements 122,296 - 1,261 - 6,364 74 (2,309) 114,958
Machinery and
Equipment 239,160 1,034 21,913 - 7,055 (1,777)(1) (11,345) 241,930
-------- ------- ------- -------- ------- -------- -------- --------
$382,356 $ 1,034 $ 23,174 $ - $13,781 $ (1,703) $(13,770) $377,310
========= ======== ======== ======== ======= ======== ======== ========
1991
- ----
Land $ 21,004 $ - $ 11 $ - $ 108 $ - $ (7) $ 20,900
Buildings and
Improvements 125,019 - 2,633 - 5,310 - (46) 122,296
Machinery and
Equipment 242,923 - 18,796 - 21,247 - (1,312) 239,160
-------- ------- ------- -------- ------- -------- -------- --------
$388,946 $ - $21,440 $ - $26,665 $ - $ (1,365) $382,356
========= ======== ======= ======== ======= ======== ======== ========
Rates of depreciation vary from three to twenty-five years in
consideration of the use and character of the assets.
(1) Includes $1,703 of computer software to other assets.
-14-
CRANE CO. AND SUBSIDIARIES
SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTY,
PLANT AND EQUIPMENT
For the Years Ended December 31, 1993, 1992 and 1991
(In Thousands)
Additions
Balance at Charged to Currency Balance
Beginning Acquisitions Costs and Divestitures Retirements Translation at End
of Year of Businesses Expenses of Businesses or Sales Reclasses Adjustments of Year
---------- ------------- --------- ------------- ----------- ------------ ------------ --------
1993
- ----
Buildings and
improvements $ 57,129 $ 34 $ 4,555 $ - $ 740 $ (638) $ (453) $ 59,887
Machinery and
equipment 156,996 137 19,589 5,544 7,259 638 (2,130) 162,427
-------- -------- ------- ------- --------- ------- ------- --------
$214,125 $ 171 $24,144 $ 5,544 $ 7,999 $ - $(2,583) $222,314
======== ======= ======== ======= ========== ======= ======= ========
1992
- ----
Buildings and
improvements $ 54,721 $ - $ 4,594 $ - $ 733 $ (45) $(1,408) $ 57,129
Machinery and
equipment 150,731 - 19,125 - 4,879 45 (8,026) 156,996
-------- ------- ------- ------ --------- ------- ------- --------
$205,452 $ - $23,719 $ - $ 5,612 $ - $(9,434) $214,125
========= ======= ======== ====== ========= ======= ======= ========
1991
- ----
Buildings and
improvements $ 51,184 $ - $ 4,878 $ - $ 1,599 $ 170 $ 88 $ 54,721
Machinery and
equipment 149,529 - 18,845 - 16,880 (170) (593) 150,731
-------- ------ ------- ------ --------- ------- ------- -------
$200,713 $ - $23,723 $ - $18,479 $ - $ (505) $205,452
======== ====== ======== ====== ========= ======= ======= ========
-15-
CRANE CO. AND SUBSIDIARIES
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
(In Thousands)
Balance at Additions Balance
Beginning Charged to at End
Description of Year Cost & Expenses Deductions of Year
- ----------------------------------- ---------- --------------- ---------- -------
Year Ended December 31, 1993:
- -----------------------------------
Allowance for doubtful accounts $ 859 $ 2,747 $ 1,552 $2,054
Allowance for cash discounts,
returns and allowances 812 11,839 11,651 1,000
------ ------- ------- ------
$1,671 $14,586 $13,203 $3,054
====== ======= ======= ======
Year Ended December 31, 1992:
- -----------------------------------
Allowance for doubtful accounts $1,268 $ 1,038 $ 1,447 $ 859
Allowance for cash discounts,
returns and allowances 708 7,805 7,701 812
------ ------- ------- ------
$1,976 $ 8,843 $ 9,148 $1,671
====== ======= ======= ======
Year Ended December 31, 1991:
- -----------------------------------
Allowance for doubtful accounts $ 389 $ 1,068 $ 189 $1,268
Allowance for cash discounts,
returns and allowances 701 7,709 7,702 708
------ ------- ------- ------
$1,090 $ 8,777 $ 7,891 $1,976
====== ======= ======= ======
-16-
CRANE CO. AND SUBSIDIARIES
SCHEDULE IX - SHORT-TERM BORROWINGS
(In Thousands)
At December 31,
- --------------------------------- ----------------------------
Weighted Avg. Maximum Weighted Avg.
Balance Interest Month-End Avg. Balance Interest
Outstanding Rate Balance Outstanding(1) Rate (2)
----------- ---------- --------- ------------- ---------
1993 $108,048 7.0% $108,048 $46,623 7.4%
======== ===== ======== ======= =====
1992 $ 32,906 9.3% $ 45,591 $36,917 8.9%
======== ===== ======== ======= =====
1991 $ 25,575 8.40% $ 27,621 $19,113 9.1%
======== ===== ======== ======= =====
NOTES: (1) Average monthly borrowings are calculated using month-end
balances outstanding during the year.
(2) The approximated weighted average is calculated by dividing the
related interest expense by monthly average borrowings.
-17-
CRANE CO. AND SUBSIDIARIES
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
(in Thousands)
Item Charged to Costs and Expenses
---- -----------------------------
Years Ended December 31, 1993 1992 1991
- ------------------------ ------- ------- -------
Maintenance and repairs $15,569 $17,173 $19,037
NOTE: Amounts for amortization of intangible assets, taxes other
than payroll and income taxes, royalties and advertising costs are not
presented as such amounts are less than 1% of net sales.
-18-