SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15 (d) of the
Securities and Exchange Act of 1934
For the year ended December 30, 2001
A. Full title of the plan and the address of the plan if different
from that of the issuer named below:
AMENDED AND RESTATED CRANE CO. SAVINGS
AND INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
CRANE CO.
100 First Stamford Place
Stamford, Connecticut 06902
AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN
TABLE OF CONTENTS
Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS
Statements of Net Assets Available for
Benefits as of December 30, 2001 and 2000 2
Statements of Changes in Net Assets
Available for Benefits for the years
ended December 30, 2001 and 2000 3
Notes to Financial Statements 4
SUPPLEMENTAL SCHEDULES
SCHEDULE H, Line 4i - SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES AS OF DECEMBER 30, 2001 11
SCHEDULE H, Line 4j - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 30, 2001 12
Exhibit 23.1 - Consent of Independent Auditors 13
INDEPENDENT AUDITORS' REPORT
Amended and Restated Crane Co. Savings and Investment Plan:
We have audited the accompanying statements of net assets available for benefits
of the Amended and Restated Crane Co. Savings and Investment Plan (the "Plan")
as of December 30, 2001 and 2000, and the related statements of changes in net
assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 30, 2001
and 2000, and the changes in net assets available for benefits for the years
then ended in conformity with accounting principles generally accepted in the
United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of (1) assets held for investment purposes as of December 30, 2001 and (2)
reportable transactions for the year ended December 30, 2001 are presented for
the purpose of additional analysis and are not a required part of the basic 2001
financial statements, but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These schedules are the
responsibility of the Plan's management. Such schedules have been subjected to
the auditing procedures applied in our audit of the basic 2001 financial
statements and, in our opinion, are fairly stated in all material respects when
considered in relation to the basic 2001 financial statements taken as a whole.
Deloitte & Touche LLP
Stamford, Connecticut
June 25, 2002
1
AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 30, 2001 AND 2000
2001 2000
---------------- ---------------
ASSETS
INVESTMENTS, AT FAIR VALUE:
Crane Co. Stock Fund $44,839,383 $49,573,899
Huttig Stock Fund 1,624,344 1,268,150
Prudential Jennison Growth Fund Z 13,998,523 15,651,828
Prudential Stock Index Fund Z 7,455,921 7,748,731
Wells Fargo Stable Return Fund 24,108,248 20,272,641
Fidelity Advisors Growth Opportunities Fund T 13,420,313 17,435,590
Oppenheimer Enterprise Fund A 1,950,638 3,546,900
Putnam International Growth Fund A 3,469,248 2,586,303
Dreyfus Premier Balanced Fund A 6,439,378 7,077,266
MFS Mid-Cap Growth Fund A 2,708,387 -
Fidelity Advisor Dividend Growth Fund T 2,052,143 -
Loan Fund 3,434,224 3,431,163
---------------- ---------------
Total investments 125,500,750 128,592,471
---------------- ---------------
RECEIVABLES:
Company contributions (Crane Co. Stock Fund) 174,415 107,282
Employee contributions 841,811 818,686
Employee loan payments 121,977 122,235
Total receivables 1,138,203 1,048,203
Total assets 126,638,953 129,640,674
NET ASSETS AVAILABLE FOR BENEFITS $126,638,953 $129,640,674
See notes to financial statements.
2
AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 30, 2001 AND 2000
----------------------------------------------------------------------------------- -----------------------
2001 2000
CONTRIBUTIONS:
Employee $10,642,098 $10,312,837
Crane Co. (Crane Co. Stock Fund) 3,388,229 3,008,803
Total contributions 14,030,327 13,321,640
(LOSS) EARNINGS ON INVESTMENTS, NET:
Interest and dividends 1,281,111 1,368,464
Net(depreciation) appreciation in fair value of investments (11,753,768)
6,167,397
Total(loss) earnings on investments, net (10,472,657) 7,535,861
Distributions to participants (12,179,417) (18,074,372)
Rollovers and transfers from other plans 5,686,401 1,602,213
Administrative and other (66,375) 31,605
Net (decrease) increase in net assets available for benefits
(3,001,721) 4,416,947
Net assets available for benefits
Beginning of year 129,640,674 125,223,727
Net assets available for benefits
End of year $126,638,953 $129,640,674
See notes to financial statements.
3
AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
--------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The following is a brief description of the Amended and Restated Crane Co.
Savings and Investment Plan (the "Plan"). Participants should refer to the Plan
agreement and amendments for more complete information.
A. General - The Plan is a defined contribution plan covering certain
United States employees of Crane Co. and its subsidiaries (the
"Company"). The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
B. Plan Amendments - The Plan was amended effective January 1, 1997
designating the portion of the Plan invested in Company Stock
consisting of (a) Contributing Company matching contributions, which
are invested in Company Stock through the Company Matching
Contribution Stock Fund and (b) Participants' Deferred Savings
contributions that participants have elected to invest in the Crane
Co. Stock Fund, as an Employee Stock Ownership Plan, as defined in
Section 4975 of the Internal Revenue Code. Effective June 1, 1997,
employees are eligible to participate in the Plan on the first day of
the month coinciding with or following their date of hire.
C. Administration of the Plan - The authority to manage, control and
interpret the Plan is vested in the Administrative Committee of the
Company. The Committee, which is appointed by the Board of Directors
of the Company, appoints the Plan Administrator and is the "named
Fiduciary" within the meaning of the Employee Retirement Income
Security Act of 1974.
D. Participation - Subject to certain conditions, United States employees
of Crane Co. and eight of its subsidiaries: Dyrotech Industries;
Kemlite Company Inc.; Cochrane Inc.; Crane Capital Corp.; Unidynamics
St. Louis Inc.; Xomox Corporation (effective June 2001); and Mark
Controls Corporation (collectively, the "Employer") are eligible to
participate in the Plan following completion of one year of service,
as defined in the Plan document. Employees are eligible to participate
in the Plan on the first day of the month coinciding with or following
their date of hire.
4
E. Contributions and Funding Policy - Participants may elect to
contribute to the Plan from two to sixteen percent of their annual
compensation. In addition, the contribution limit for highly
compensated employees, those whose 2001 earnings equal or exceed
$80,000, is seven percent. Contributions are invested in funds
selected by the participant. The Company contributes on a matching
basis an amount equal to 50 percent, of up to the first six percent of
each participant's deferred savings, which is invested in the Company
Stock Fund. In accordance with the Internal Revenue Code, participant
pretax contributions could not exceed $10,500 in 2001 and 2000.
F. Expenses - Administrative expenses of the Plan (except those
associated with the Crane Co. Stock Fund and the Huttig Stock Fund)
are paid by the Employer. In addition personnel and facilities of the
Employer used by the Plan for its accounting and other activities are
provided at no charge to the Plan. Commission fees and administrative
expenses incurred by the Crane Co. Stock Fund and the Huttig Stock
Fund are paid by the respective funds through automatic unit
deductions. Participant loan fees are paid by the participant through
automatic deductions.
G. Vesting - Employee contributions are 100 percent vested. Vesting for
employer contributions are as follows:
Years of Service Vested Interest
Less than 1 year None
1 year but fewer than 2 20%
2 years but fewer than 3 40%
3 years but fewer than 4 60%
4 years but fewer than 5 80%
5 years or more 100%
Participants whose employment terminates by reason of death, permanent
disability or retirement are fully vested. Participants are fully
vested upon the attainment of age sixty-five (65).
H. Distributions - A participant whose employment with the Company
terminates can elect to receive all vested amounts, subject to
applicable tax law. A participant may apply to the Administrative
Committee for a distribution in cases of hardship. The Committee has
the sole discretion to approve or disapprove hardship withdrawal
requests, in accordance with the Internal Revenue Code. Any part of a
participant's Company contribution portion which is not vested at the
time of termination of employment is forfeited and used to reduce
future Company contributions.
I. Plan Termination - The Company expects to continue the Plan
indefinitely, but reserves the right to modify, suspend or terminate
the Plan at any time, which includes the right to vary the amount of,
or to terminate, the Company's contributions to the Plan. In the event
of the Plan's termination or discontinuance of contributions
thereunder, the interest of each participant in benefits earned to
such date, to the extent then funded, is fully vested and
non-forfeitable. Subject to the requirements of the Internal Revenue
Code, the Board of Directors shall thereupon direct either (i) that
the Trustee continues to hold the accounts of participants in
accordance with the provisions of the Plan without regard to such
termination until all funds in such accounts have been distributed in
accordance with such provisions, or (ii) that the Trustee immediately
distribute to each participant all amounts then credited to their
account as a lump sum.
5
J. Tax Status - The Plan received a determination letter dated March 3,
1995, in which the Internal Revenue Service stated that the Plan, as
then designed, was in compliance with the applicable sections of the
Internal Revenue Code (the "Code"). The Plan Administrator believes
that the Plan is currently being operated in compliance with the
applicable requirements of the Code. Therefore, no provision for
income taxes has been included in the Plan's financial statements.
K. Rollovers and Transfers from Other Plans - Rollovers and transfers
from other qualified plans are accepted by the Plan. Rollovers and
transfers represent contributions of assets from other qualified plans
of companies acquired by Crane Co. and participant account balances of
new employees from other non-company qualified plans.
L. Participant Loan Fund - Participants may borrow from their fund
accounts a minimum of $1,000 up to a maximum equal to the lesser of
$50,000 or 50 percent of their account balance. Loan transactions are
treated as a transfers between the investment fund and the Loan Fund.
Loan terms range from 1-5 years or up to 10 years for the purchase of
a primary residence. The loans are secured by the balance in the
participant's account and bear interest at the prevailing prime
lending rate on the first day of the Plan year plus 2 percent.
Principal and interest are paid ratably through regular payroll
deductions.
2. SUMMARY OF ACCOUNTING POLICIES
The following is a summary of the significant accounting and reporting
policies followed in preparation of the financial statements of the Plan.
A. Investment Funds The Plan provides the following funds in which
participants can elect to invest their Plan assets:
Crane Co. Stock Fund - Invests in common stock of Crane Co.
Huttig Stock Fund - This fund was created for the purpose of receiving
the distribution on December 16, 1999, of the common shares of Crane's
wholly-owned subsidiary, Huttig Building Products Corporation (the
"Huttig Distribution") which was distributed pro rata to holders of
record of Crane Co. common stock at the close of business on December
8, 1999.
Upon the Huttig distribution, participants became 100% vested in their
shares of Huttig and persuant to the Plan as amended, a participant
could continue to hold those shares in the "Huttig Stock Fund", (which
permits no additional contributions) or direct the Plan Trustee to
transfer all or a portion of the Huttig Stock Fund to any of the other
ten investment options presently offered under the Plan.
Participants may not direct future contributions into the Huttig Stock
Fund or transfer investments into this fund from any other investment
program.
6
Prudential Jennison Growth Fund Z - Consists of a diversified
portfolio of equity securities seeking to provide long-term capital
growth. The fund normally invests at least 65% of assets in equities
issued by companies with market capitalizations exceeding $1 billion.
The sub-advisor seeks companies that it believes are attractively
valued and have demonstrated earnings and sales growth and high
returns on equity and assets. It may invest up to 20% of assets in
foreign securities.
Prudential Stock Index Fund Z - Seeks to replicate the performance of
the S&P 500 index. The fund normally invests up to 80% of assets in
securities listed on the S&P 500 index. It intends to purchase all 500
securities in the same proportions as they are represented on the
index. The fund seeks to achieve a .95 correlation with the index. It
may invest the balance of assets in other equity-related securities,
U.S. government debt, put and call options on securities and stock
indicies, and futures contracts on stock indicies and options.
Wells Fargo Stable Return Fund - Consists of a diversified portfolio
of assets issued by highly-rated financial institutions and
corporations as well as obligations of the U.S. Government or its
agencies such as: guaranteed investment contracts, bank investment
contracts, corporate bonds, U.S. Treasury/Agency Securities, mortgage
related securities and asset backed securities.
Fidelity Advisors Growth Opportunities Fund T - Consists of a
diversified portfolio of equity securities seeking to provide
long-term capital growth. The fund normally invests at least 65% of
assets in equity securities of companies that management believes have
long-term growth potential. It may also purchase fixed-income
securities. The fund may invest without limit in foreign securities.
Oppenheimer Enterprise Fund A - Consists of a diversified portfolio of
equity securities seeking to provide long-term growth of capital. The
fund normally invests at least 65% of assets in equity securities of
companies with market capitalizations at or below $500 million. It may
invest the remaining assets in companies with larger market
capitalizations. The fund may invest without limitations in foreign
securities. It may invest in investment-grade debt securities.
Putnam International Growth Fund A - Consists of a diversified
portfolio of equity securities seeking to provide long-term growth of
capital. The fund normally invests at least 65% of assets in equity
securities of companies located outside the United States. It may
invest in companies of any size that it judges to be in a strong
growth trend or that it believes to be undervalued. The fund may
invest in both developed and emerging markets.
7
Dreyfus Premier Balanced Fund A - The fund normally invests 60% of
assets in common stocks and 40% in investment-grade bonds. It can
invest up to 75% and as little as 40% of assets in stocks, and up to
60% and as little as 25% of assets in bonds. The fund invests in a
diversified mix of stocks and investment grade bonds of both U.S. and
foreign issuers. It may invest in derivative instruments, such as
options and futures.
MFS Mid-Cap Growth Fund A - Consists of a diversified portfolio of
equity securities seeking to provide long-term growth of capital. The
fund normally invests at least 65% of assets in equity securities of
medium market capitalizations. Management determines market
capitalization by selecting companies that fall within the range of
the Russell MIDcap Growth index. It may invest up to 20% in debt rated
below BBB and up to 35% of assets in foreign securities.
Fidelity Advisor Dividend Growth Fund T - Consists of a diversified
portfolio of equity securities seeking to provide long-term growth of
capital. The fund normally invests at least 65% of assets in companies
that the advisor believes have either the potential for dividend
growth or commencing dividends. It may invest in securities of either
domestic or foreign issuers. The fund may invest in either growth
stocks or value stocks or both.
B. Investment Valuation - Investments in mutual funds are valued at the
closing composite price published for the last business day of the
year. The Crane Co. Stock Fund and Huttig Stock Fund are valued at the
quoted market price of the respective companies common stock.
Participant loans are valued at cost, which approximates fair value.
8
Below are the investments whose fair value individually represented 5 percent or
more of the Plan's net assets as of December 30, 2001 and 2000:
2001 2000
----------------- ----------------- --------------- ---------------
Shares/Units Market Value Shares/Units Market Value
----------------- ----------------- --------------- ---------------
Crane Co. Stock Fund 1,745,347 $44,839,383 1,743,258 $49,573,899
Prudential Jennison Growth Fund Z 928,284 $13,998,523 859,047 $15,651,828
Prudential Stock Index Fund Z 288,542 $7,455,921 263,473 $7,748,731
Wells Fargo Stable Return Fund 774,871 $24,108,248 689,715 $20,272,641
Fidelity Advisors Growth Opportunities
Fund T 461,338 $13,420,313 510,559 $17,435,590
Dreyfus Premier Balanced Fund A 491,931 $6,439,378 485,076 $7,077,265
C. Investment Transactions and Investment Income - Investment
transactions are accounted for on the date purchases or sales are
executed. Dividend income is accounted for on the ex-dividend date.
Interest income is recorded on the accrual basis as earned. Total
income of each fund is allocated monthly to participants' accounts
within the fund based on the participants' relative beginning balance.
In accordance with Department of Labor requirements, realized and
unrealized gains and losses are determined based on the fair market
value of assets at the beginning of the plan year.
D. Distributions to Participants- Benefit payments are recorded when
paid.
E. General - The financial statements are prepared in conformity with
accounting principles generally accepted in the United States of
America which require management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date
of the financial statements, and the reported amounts of changes in
net assets available for benefits during the reporting period. Actual
results could differ from those estimates.
3. PARTIES-IN-INTEREST
The Plan has investments and transactions with parties-in-interest, those
parties being Prudential Trust Company (the Trustee), Crane Co. and
participants with loan balances.
4. SUBSEQUENT EVENT
On February 1, 2002, the Crane Pumps & Systems Savings and Investment Plan
merged into the Crane Co. Amended and Restated Savings and Investment Plan.
The total assets transferred were $8,692,390.
9
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrative Committee of the Amended and Restated Crane Co. Savings and
Investment Plan has duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
ADMINISTRATIVE COMMITTEE OF THE
AMENDED AND RESTATED CRANE CO.
SAVINGS AND INVESTMENT PLAN
/s/G. A. Dickoff
G. A. Dickoff
/s/A. I. duPont
A. I. duPont
/s/E. Kopczick
E. Kopczick
/s/Z. A. Weinberger
Z. A. Weinberger
Stamford, CT
June 25, 2002
10
AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN
SCHEDULE H, Line 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 30, 2001
Identity of Issue Shares Cost Market Value
Crane Co. Stock Fund* 1,745,347 $32,484,088 $44,839,383
Huttig Stock Fund 266,286 1,063,379 1,624,344
Prudential Jennison Growth Fund Z* 928,284 19,245,994 13,998,523
Prudential Stock Index Fund Z* 288,542 8,608,891 7,455,921
Wells Fargo Stable Return Fund 774,871 22,037,932 24,108,248
Fidelity Advisors Growth
Opportunities Fund T 461,338 20,803,208 13,420,313
Oppenheimer Enterprise Fund A 138,737 4,145,033 1,950,638
Putnam International Growth Fund A 175,836 4,304,131 3,469,248
Dreyfus Premier Balanced Fund A 491,931 7,451,334 6,439,378
MFS Mid-Cap Growth Fund A 244,439 2,823,073 2,708,387
Fidelity Advisor Dividend Growth Fund T
173,910 2,063,638 2,052,143
Loans to Participants*-
Loans have interest rates ranging from 8.0%
to 11.5% and mature in 2002 through 2011. - 3,434,224 3,434,224
----------- ------------
$128,464,925 $125,500,750
* Represents a party-in-interest to the plan.
11
AMENDED AND RESTATED CRANE CO. SAVINGS AND INVESTMENT PLAN
SCHEDULE H, Line 4j - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 30, 2001
Cost of Assets Proceeds Cost of Assets Sold
Purchased From Net Gain
Identity of Issue Sales
Series of Transactions
Crane Co. Stock Fund* $3,632,187 $5,590,823 $3,632,187 $1,958,637
*Represents a party-in-interest to the plan.
12
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No
33-22700 on Form S-8 of Crane Co. of our report dated June 25, 2002 appearing in
this Annual Report on Form 11-K of the Amended and Restated Crane Co. Savings
and Investment Plan for the year ended December 30, 2001.
/s/ Deloitte & Touche LLP
Stamford, Connecticut
June 28, 2002
13