AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 2003 REGISTRATION NO. 33-53709 -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3/A POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CRANE CO. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 100 FIRST STAMFORD PLACE 13-1952290 (STATE OR OTHER JURISDICTION OF STAMFORD, CONNECTICUT 06902 (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) (203) 363-7300 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) AUGUSTUS I. DUPONT VICE PRESIDENT, GENERAL COUNSEL & 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) APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Not applicable. 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] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] DEREGISTRATION OF DEBT SECURITIES This Post-Effective Amendment No. 2 (the "Amendment") to the Registration Statement filed on Form S-3 (SEC File No. 33-53709) (the "Registration Statement") is being filed by Crane Co. (the "Company") in order to deregister the $50,000,000 principal amount of Debt Securities which remains unsold under the Registration Statement. As a result of this deregistration, no Debt Securities remain registered for sale pursuant to the Registration Statement. 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 post-effective amendment to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on September 22, 2003. Dated: September 22, 2003 Crane Co. By: /s/ Eric C. Fast ----------------------------------- Eric C. Fast President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date President and Chief Executive Officer September 22, 2003 /s/ Eric C. Fast and Director -------------------------------------- Eric C. Fast Vice President - Finance and Chief September 22, 2003 /s/ George Scimone Financial Officer -------------------------------------- George S. Scimone Vice President and Controller September 22, 2003 /s/ Joan Atkinson Nano -------------------------------------- Joan Atkinson Nano /s/ R. S. Evans Director September 22, 2003 -------------------------------------- R. S. Evans /s/ E. Thayer Bigelow, Jr. Director September 22, 2003 -------------------------------------- E. Thayer Bigelow, Jr. /s/ Richard S. Forte Director September 22, 2003 -------------------------------------- Richard S. Forte /s/ Dorsey R. Gardner Director September 22, 2003 -------------------------------------- Dorsey R. Gardner /s/ Jean Gaulin Director September 22, 2003 -------------------------------------- Jean Gaulin /s/ William Lipner Director September 22, 2003 -------------------------------------- William E. Lipner /s/ Dwight C. Minton Director September 22, 2003 -------------------------------------- Dwight C. Minton /s/ Charles J. Queenan, Jr. Director September 22, 2003 -------------------------------------- Charles J. Queenan, Jr. /s/ James L. Tullis Director September 22, 2003 -------------------------------------- James L. Tullis