SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15 (d) of the
Securities and Exchange Act of 1934
For the period from December 31, 1999 to December 30, 2000
A. Full title of the plan and the address of the plan if different from
that of the issuer named below:
ELDEC CORPORATION AND INTERPOINT CORPORATION
DEFERRED INCOME PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
CRANE CO.
100 First Stamford Place
Stamford, Connecticut 06902
ELDEC CORPORATION AND INTERPOINT CORPORATION DEFERRED INCOME PLAN
TABLE OF CONTENTS
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INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS
Statements of Net Assets Available for
Benefits as of December 30, 1999 and
December 30, 2000 2
Statements of Changes in Net Assets
Available for Benefits for the
fiscal year ended December 30, 1999
and December 30, 2000 3
Notes to Financial Statements 4
SUPPLEMENTAL SCHEDULE AS OF AND FOR THE YEAR ENDED DECEMBER 30, 2000
Schedule of Assets Held for Investment 14
INDEPENDENT AUDITORS' REPORT
ELDEC CORPORATION AND INTERPOINT CORPORATION DEFERRED INCOME PLAN:
We have audited the accompanying statements of net assets available for benefits
of ELDEC Corporation and Interpoint Corporation Deferred Income Plan (the Plan)
as of December 30, 2000 and 1999, and the related statements of changes in net
assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 30,
2000 and 1999, and the changes in net assets available for benefits for the
years then ended, in conformity with accounting principles generally accepted in
the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying schedule of assets held
for investment purposes as of December 30, 2000 is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This schedule is the responsibility of the Plan's
management. Such schedule has been subjected to the auditing procedures applied
in our audit of the basic 2000 financial statements and, in our opinion, is
fairly stated in all material respects when considered in relation to the basic
2000 financial statements taken as a whole.
Deloitte & Touche LLP
Seattle, Washington
May 25, 2001
1
ELDEC CORPORATION AND INTERPOINT CORPORATION DEFERRED INCOME PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 30, 1999 AND DECEMBER 30, 2000
1999 2000
--------- ----
ASSETS
INVESTMENTS, AT FAIR VALUE (Note 2):
Mutual funds 46,682,377 41,758,383
Common and collective funds 7,567,200 6,323,426
Common stock 4,406,333 6,865,339
Participant notes receivable 1,835,612 1,786,260
--------- ---------
Total investments 60,491,522 56,733,408
---------- ----------
RECEIVABLES:
Employer contribution receivable
(Crane Co. Stock Fund) 10,877 0
Employee contributions 21,767 0
------ -
Total receivables 32,654 0
------ -
NET ASSETS AVAILABLE FOR BENEFITS $ 60,524,176 56,733,408
=========== ==========
See notes to financial statements.
2
ELDEC CORPORATION AND INTERPOINT CORPORATION DEFERRED INCOME PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR THE YEAR ENDED DECEMBER 30,1999 AND DECEMBER 30, 2000
-------------------------------------------------------------------- ------------------------ --------------------------
1999 2000
---------- ----
CONTRIBUTIONS:
Employee $4,064,628 $3,829,393
Employer (Crane Co. Stock Fund) 1,269,757 1,171,288
Rollovers 517,366 141,680
------- -------
Total contributions 5,851,752 5,142,361
--------- ---------
EARNINGS (LOSS) ON INVESTMENTS:
Interest and dividends 768,689 530,050
Net appreciation/(depreciation) in fair value of investments
8,920,584 (2,924,463)
--------- -----------
Total gain/(loss) on investments 9,689,273 (2,394,413)
--------- -----------
DISTRIBUTIONS TO PARTICIPANTS (5,978,360) (6,538,716)
----------- -----------
NET INCREASE/(DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS
9,562,665 (3,790,768)
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of period 50,961,511 60,524,176
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS
End of period $60,524,176 $56,733,408
=========== ===========
See notes to financial statements.
3
ELDEC CORPORATION AND INTERPOINT CORPORATION DEFERRED INCOME PLAN
Notes to Financial Statements For the Year Ended December 30, 2000
and December 30, 1999
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1. DESCRIPTION OF THE PLAN
The following description of the Eldec Corporation and Interpoint Corporation
Deferred Income Plan (the Plan) provides only general information. Participants
should refer to the Plan document for more complete information regarding the
Plan's provisions.
General: The Plan is a defined contribution plan covering substantially all
employees of Eldec Corporation and Interpoint Corporation (collectively,
the Corporation). The Corporation is a wholly-owned subsidiary of Crane Co.
The Plan is subject to the terms of the Employee Retirement Income Security
Act of 1974 (ERISA).
Eligibility: All employees of the Corporation are eligible upon their
hire date.
Contributions: Participants can elect to contribute and defer between 1%
and 17% of pretax annual compensation as defined by the Plan. Such employee
contributions may not exceed the maximum allowable contribution under IRC
regulations. Participants may also contribute amounts representing
distributions from other qualified defined benefit or contribution plans.
The Corporation matches 50% of each participant's contribution, up to 6% of
the participant's salary, made in the form of common stock of Crane Co.
Participant accounts: Each participant's account is credited with the
participant's contributions and allocations of the Corporation's matching
contribution and Plan earnings and charged with an allocation of management
fees not paid by the Corporation.
Vesting: A participant's deferred income contribution account and
Corporation matching contributions are 100% vested and nonforfeitable
at all times.
Participant notes receivable: Actively employed participants may borrow
from their fund accounts a minimum of $1,000 up to a maximum equal to the
lesser of $50,000 or 50% of their account balance. Loan terms, subject to
approval by the Administration Committee (the Committee), range from 1 to 5
years, or up to 15 years for the purchase of a primary residence. The
interest rate on loans is 1% above the Wall Street prime lending rate on
the first business day of the calendar quarter in which the loan is made.
4
Payment of benefits: Upon retirement, disability, termination of employment
or death, a participant or designated beneficiary will receive a lump sum
payment equal to the participant's account balance. If the participant's
account balance is greater than $5,000, the participant may elect to defer
the withdrawal until reaching the age of 70-1/2.
Plan termination: Although it has not expressed any intent to do so, the
Corporation has the right to terminate the Plan at any time subject to the
provisions of ERISA. In the event the Plan is terminated, the Plan's assets
will be liquidated by the Trustee and distributed to participants.
Plan expenses: Administrative expenses are paid by the Plan Sponsor.
Tax Status: The Internal Revenue Service has determined and informed the
Corporation, by a letter dated May 5, 1994, that the Plan is designed in
accordance with applicable sections of the Internal Revenue Code (IRC). The
Plan has been amended and restated since receiving the determination letter
and the Plan Administrator is currently in the process of filing for a new
determination letter. The Plan Administrator believes the Plan, as amended
and restated, is currently being operated in compliance with the applicable
requirements of the IRC. Therefore, no provision for income taxes has been
recorded.
Investment Funds: Plan participants may direct investment of their
accounts in any of several funds in such increments and at such times as
designated by the Investment Committee appointed by the Crane Co.
Board of Directors. The investment options available for as of
December 30, 2000 are as follows:
Norwest Stable Value Fund This fund invests primarily in Guaranteed
Investment Contracts ("GICs") but may also invest in U.S. Treasury
obligations and money market instruments. A GIC is issued by a major life
insurance company to retirement plans. GICs offer safety, stability and
relatively high income. Although GICs do not experience market
fluctuations, they do not have U.S. Government backing. It is the insurance
company that guarantees the investment rate and return of principal at full
value. The objective of this fund is to earn a predictable investment
return that is somewhat higher than overall money market rates, with a
minimum chance of loss of the original contributions. The risk and return
characteristics of this fund are that it is low risk with low to moderate
long-term growth potential. Interest on the invested money provides the
investment return.
5
AIM Balanced Fund Class A This fund is a mutual fund with a balanced
portfolio which seeks to provide reasonable current income and long-term
capital appreciation by investing 60% to 70% of its assets in common stocks
with the remainder held in high-quality corporate bonds and U.S. Government
securities. Stocks are selected on the basis of their current dividends and
potential growth of capital and income. The fund may also invest up to 20%
of its assets in foreign securities. The objective of this fund is to
provide the possibility of long-term investment growth while reducing the
risk of investment loss. The risk and return characteristics of this fund
are that it is moderate risk with moderate long-term growth potential.
Dividends, interest and changes in the values of the shares provide most of
the investment return.
Prudential Stock Index Fund Class I This fund is a mutual fund which seeks
to match the total return performance of the S&P 500 Stock Index by
investing in all 500 stocks in approximately the same proportions as
represented in the S&P 500 Stock Index. Dominated by large "blue chip"
stocks, this unmanaged index covers about 70% of the total U.S. market
capitalization. The very low turnover in the portfolio's holdings allows
the fund to maintain substantially lower management fees. The objective of
this fund is to provide the possibility of long-term investment growth
while reducing the risk of investment loss. The risk and return
characteristics of this fund are that it is moderate risk with moderate
long-term growth potential. Dividends, interest and changes in the values
of the shares provide most of the investment return.
Prudential Jennison Growth Fund Class Z This fund is a mutual fund, which
seeks long-term growth of capital by investing primarily in established
companies with market capitalizations of at least $1 billion and above
average growth prospects. The fund invests substantially all, but at least
65% of its total assets, in common stocks, convertible securities and other
equity securities. Companies must be currently demonstrating superior
absolute and relative earnings growth and be attractively valued to be
included in this fund's portfolio. The objective of this fund is to provide
the higher rates of return that are associated with stocks, while limiting
the risk associated with stocks by investing in large companies. The risk
and return characteristics of this fund are that it is moderate to high
risk with moderate to high long-term growth potential. Changes in the
values of the shares provide most of the investment return, but the fund
also receives dividends and interest.
6
Mutual Qualified Fund A This fund is a mutual fund which invests primarily
in medium-sized companies. Its goal is capital appreciation, which may
occasionally be short-term. Income is a secondary objective. The fund
invests in common and preferred stocks, and debt of any credit quality. It
may also invest up to 50% of assets in companies involved in prospective
mergers, consolidations, liquidations, reorganizations, or other special
situations. The objective of the fund is to provide the possibility of
short and long-term investment growth, while reducing the risk of
investment loss by investing in securities that, in the opinion of the fund
manager, are priced at discounts to their intrinsic values. The risk and
return characteristics of this fund are that it is moderate to high risk
with moderate to high long-term growth potential. Changes in values of the
shares provide most of the investment return, but the fund may also receive
dividends and interest.
Prudential Small Company Value Fund Class Z This fund is a mutual fund,
which invests primarily in small company stocks with market capitalizations
of less than $500 million to provide long-term capital appreciation. The
fund emphasizes equities that appear undervalued by various measures, such
as price/earnings or price/book ratios. The value approach is intended to
be conservative, but the fund's focus on small company stocks adds
substantial risks. The objective of this fund is to provide the possibility
of higher rates of return than by investing in small companies with greater
growth potential. The risk and return characteristics of this fund are that
it is moderate to very high risk with moderate to very high long-term
growth potential. Changes in the values of the shares provide most of the
investment return, but the fund also receives dividends.
Putnam International Growth Fund Class A This fund is a mutual fund which
seeks capital appreciation by investing at least 65% of its assets in
equity securities of companies located outside the United States. It may
invest in companies of any size that it judges to be in a strong growth
trend or that it believes is undervalued. The fund may invest in both
developed and emerging markets. This fund is considered riskier because of
its foreign stock emphasis. The objective of this fund is to provide higher
rates of return and greater diversification by investing in stocks of
international companies. The risk and return characteristics of this fund
are that it is moderate to very high risk with moderate to very high
long-term growth potential. Changes in the values of the shares provide
most of the investment return, but the fund also receives dividends.
Crane Co. Stock Fund Investments in common stock of Crane Co.
--------------------
Huttig Stock Fund Investments in common stock of Huttig Building
Products Inc. (Huttig). This company was previously a wholly-owned
subsidiary of Crane Co. which was subsequently spun off from Crane Co.
in 1999 through an initial public offering.
7
Below are the investments whose fair value individually represented 5 percent
or more of the Plan's net assets as of December 30, 1999 and 2000:
1999 2000
---- ----
Norwest Stable Value Fund 7,567,159 6,323,211
AIM Balanced Fund Class A 5,823,646 5,549,078
Prudential Stock Index Fund Class I 9,304,773 7,941,022
Prudential Jennison Growth Fund Class Z 23,823,631 19,696,768
Prudential Small Company Value Fund Class Z 3,814,018 4,179,550
Putnam International Growth Fund Class A 3,618,413 3,932,490
Crane Co. Stock Fund* 4,194,912 6,714,683
*Fund includes non-participant directed amounts.
2. SUMMARY OF ACCOUNTING POLICIES
The following is a summary of the significant accounting and reporting
policies followed in preparation of the financial statements of the Plan.
Basis of accounting: The financial statements of the Plan are prepared
under the accrual method of accounting.
Investment valuation: Investments are stated at fair value based on quoted
market prices. Participant notes receivable are valued at cost which
approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis with
the cost basis of securities sold determined by specific identification.
Dividend income, interest income and realized gains and losses from
investments are recorded as earned on an accrual basis. The dividend
income, interest income and realized gains and losses are allocated to
participant accounts daily on a cash basis based upon each participant's
proportionate share of assets in each fund. Unrealized gains and losses are
allocated to participants daily based on the participant's proportionate
share of assets in each fund.
8
Benefit payments: Benefits are recorded when paid.
Use of estimates: The preparation of financial statements in conformity
with generally accepted accounting principles in the United States of
America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of additions to, and deductions from, net assets during
the reporting period. Actual results could differ from those estimates.
9
3. PARTIES-IN-INTEREST
The Plan has investments and transactions with parties-in-interest, those
parties being Crane Co., Huttig, and participants with loan balances.
10
4. ALLOCATION OF NET ASSETS AVAILABLE FOR BENEFITS
Allocation by fund of net assets available for benefits at December 30,
1999 and 2000 follows:
1999 2000
---- ----
Prudential AP LN Fund $386 $215
Norwest Stable Value Fund 7,572,543 6,323,211
AIM Balanced Fund Class A 5,825,523 5,549,078
Prudential Stock Index Fund Class I 9,308,973 7,941,022
Prudential Jennison Growth Fund Class Z 23,828,062 19,696,769
Mutual Qualified Fund A 298,131 459,472
Prudential Small Company Value Fund Class Z 3,815,739 4,179,551
Putnam International Growth Fund Class A 3,619,766 3,932,491
Crane Co. Stock Fund* 4,208,020 6,714,683
Huttig Stock Fund* 211,420 150,656
Participant Notes Receivable 1,835,612 1,786,260
--------- ---------
$60,524,176 $56,733,408
=========== ===========
*Fund includes non-participant directed amounts.
5. INFORMATION RELATED TO CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
The changes in net assets available for benefits by fund for the year ended
December 30, 1999 and December 30, 2000 were as follows:
Employee Contributions:
1999 2000
---- ----
Norwest Stable Value Fund $ 448,507 $418,573
Prudential AP LN Fund 4,256 791
AIM Balanced Fund Class A 465,361 395,312
Prudential Stock Index Fund Class I 817,391 764,747
Prudential Jennison Growth Fund Class Z 1,352,638 1,337,043
Mutual Qualified Fund A 44,423 54,202
Prudential Small Company Value Fund Class Z 523,398 390,795
Putnam International Growth Fund Class A 237,494 337,639
Crane Co. Stock Fund* 171,160 130,291
------- -------
$4,064,628 $3,829,393
========== ==========
*Fund includes non-participant directed amounts.
11
Net investment income: 1999 2000
---- ----
U.S. Trust Company of the Pacific Northwest Capital
Preservation Fund
$ 45,017 $0
Norwest Stable Value Fund 297,326 366,214
Prudential AP LN Fund (40)
AIM Balanced Fund Class A 990,940 (192,407)
Prudential Stock Index Fund Class I 1,604,221 (674,552)
Prudential Jennison Growth Fund Class Z 7,128,557 (4,175,046)
Mutual Qualified Fund A 12,342 47,875
Prudential Small Company Value Fund Class Z
(263,652) 386,475
Putnam International Growth Fund Class A (403,386)
1,427,305
Crane Co. Stock Fund* 2,112,248
(1,915,767)
Huttig Stock Fund* 212,321 (17,553)
Participant Notes Receivable 150,663 155,759
------- -------
$9,689,273 $(2,394,413)
========== ============
*Fund includes non-participant directed amounts.
12
Distributions to Participants 1999 2000
----- ----
U.S. Trust Company of the Pacific Northwest Capital
Preservation Fund
Prudential AP LN Fund $ 227,821 $ 0
5,248 1,315
Norwest Stable Value Fund 659,089 906,867
AIM Balanced Fund Class A 660,205 806,403
Prudential Stock Index Fund Class I
1,031,052 1,468,581
Prudential Jennison Growth Fund Class Z
1,593,655 1,715,313
Mutual Qualified Fund A 9,060 22,129
Prudential Small Company Value Fund Class Z
512,777 404,569
Putnam International Growth Fund Class A
458,914 331,022
Crane Co. Stock Fund* 679,223 611,003
Huttig Stock Fund* 0 20,796
Participant Notes Receivable 141,316 250,718
------- -------
$5,978,360 $6,538,716
========== ==========
*Fund includes non-participant directed amounts.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrative Committee of the ELDEC CORPORATION AND INTERPOINT CORPORATION
DEFERRED INCOME PLAN has duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
ADMINISTRATIVE COMMITTEE OF THE
ELDEC Corporation and Interpoint Corporation
Deferred Income PLAN
Arlan VanKoevering
Arlan VanKeovering
David Neils
David Neils
Linda Wood
Linda Wood
Lynnwood, WA
June 15, 2000
13
ELDEC CORPORATION AND INTERPOINT CORPORATION
DEFERRED INCOME PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT
DECEMBER 30, 2000
Identity of Issue Cost Current Value
Collective Funds:
Norwest Stable Value Fund $5,839,656 $6,323,211
Prudential AP LN Fund 215 215
Mutual Funds:
------------
AIM Balanced Fund A 4,888,720 5,549,078
Prudential Stock Index Fund I 8,418,344 7,941,022
Prudential Jennison Growth Fund Z 22,336,621 19,696,769
Mutual Qualified Income A 477,184 459,472
Prudential Small Company Value Fund Z 3,753,015 4,179,551
Putnam International Growth A 3,292,960 3,932,491
Other:
Crane Stock Fund* (236,125 shares) 5,380,573 6,714,683
Huttig Stock Fund* 195,577 150,656
Participant notes receivable 1,786,260 1,786,260
--------- ---------
$56,369,125 $ 56,733,408
========== ==========
*Represents a party-in-interest to the plan.
14