|
Quotes & Info
|
| CR > SEC Filings for CR > Form 8-K on 29-Jan-2013 | All Recent SEC Filings |
29-Jan-2013
Results of Operations and Financial Condition, Change in Directors or Principal Off
On January 28, 2013, Crane Co. announced its results of operations for the
quarter ended December 31, 2012. Copies of the related press release and
quarterly financial data supplement are being furnished as Exhibits 99.1 and
99.2 to this Form 8-K.
The information furnished under Item 2.02 of this Current Report on Form 8-K,
including Exhibits 99.1 and 99.2, is not deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.
On January 28, 2013, the Company announced the appointment of Max H. Mitchell as
President and Chief Operating Officer, effective immediately. Mr. Mitchell, 49,
has served as Executive Vice President and Chief Operating Officer since May
2011, and served as Group President, Fluid Handling from 2005 to October 2012.
All segment Group Presidents will continue to report to Mr. Mitchell. In
connection with his additional responsibilities he will receive an increase in
his base salary to $572,000. As part of the regular compensation cycle and in
recognition of this promotion, on January 28, 2013, the Management Organization
and Compensation Committee also approved stock grants for Mr. Mitchell which
will be reported within two business days pursuant to Section 16 of the
Securities Exchange Act of 1934.
Crane Co. also announced that Andrew L. Krawitt has decided to leave the Company
in May 2013. Mr. Krawitt has served as Vice President and Treasurer of Crane Co.
since September 2006, and was designated the Company's principal financial
officer in May 2010.
In conjunction with Mr. Krawitt's intended departure, the Company announced the
appointment of Richard A. Maue as Vice President-Finance and Chief Financial
Officer, effective immediately. Mr. Maue, 42, who joined Crane in August 2007 as
Vice President and Controller and principal accounting officer, has also been
designated as the Company's principal financial officer, effective immediately.
Mr. Maue is a Certified Public Accountant and received his Bachelor of Science
degree in Accounting from Villanova University in 1992. Since May 2010, Mr. Maue
and Mr. Krawitt have shared CFO responsibilities. In connection with his
additional responsibilities he will receive an increase in his base salary to
$410,000. As part of the regular compensation cycle and in recognition of this
promotion, on January 28, 2013, the Management Organization and Compensation
Committee also approved stock grants for Mr. Maue which will be reported within
two business days pursuant to Section 16 of the Securities Exchange Act of 1934.
Crane Co.'s press release dated January 28, 2013 regarding these changes appears
as Exhibit 99.3 to this Form 8-K current report.
Item 5.03 Amendments to Articles of Incorporation or Bylaws
On January 28, 2013, the Board of Directors approved amendments to the Company's bylaws to accommodate the election of separate individuals as Chief Executive Officer and President. A copy of the amended bylaws is attached as Exhibit 3.1.
Asbestos Liability
Information Regarding Claims and Costs in the Tort System
As of December 31, 2012, the Company was a defendant in cases filed in numerous
state and federal courts alleging injury or death as a result of exposure to
asbestos. Activity related to asbestos claims during the periods indicated was
as follows:
Year Ended December 31,
2012 2011 2010
Beginning claims 58,658 64,839 66,341
New claims 3,542 3,748 5,032
Settlements (1,030 ) (1,117 ) (1,127 )
Dismissals (4,919 ) (11,059 ) (6,363 )
MARDOC claims* 191 2,247 956
Ending claims 56,442 58,658 64,839
|
* As of January 1, 2010, the Company was named in 36,448 maritime actions which had been administratively dismissed by the United States District Court for the Eastern District of Pennsylvania ("MARDOC claims"), and therefore were not included in "Beginning claims". As of December 31, 2012, pursuant to an ongoing review process initiated by the Court, 26,562 claims were permanently dismissed and 3,391 claims remain active (and have been added to "Ending claims"). In addition, the Company was named in 8 new maritime actions in 2010 (not included in "Beginning claims"). The Company expects that more of the remaining 6,503 maritime actions will be activated, or permanently dismissed, as the Court's review process continues. The number on this line reflects the number of previously inactive MARDOC claims that were newly activated in a given year.
Of the 56,442 pending claims as of December 31, 2012, approximately 19,300 claims were pending in New York, approximately 9,900 claims were pending in Texas, approximately 5,500 claims were pending in Mississippi, and approximately 5,000 claims were pending in Ohio, all jurisdictions in which legislation or judicial orders restrict the types of claims that can proceed to trial on the merits.
Substantially all of the claims the Company resolves are either dismissed or concluded through settlements. To date, the Company has paid two judgments arising from adverse jury verdicts in asbestos matters. The first payment, in the amount of $2.54 million, was made on July 14, 2008, approximately two years after the adverse verdict in the Joseph Norris matter in California, after the Company had exhausted all post-trial and appellate remedies. The second payment, in the amount of $0.02 million, was made in June 2009 after an adverse verdict in the Earl Haupt case in Los Angeles, California on April 21, 2009.
The Company has tried several cases resulting in defense verdicts by the jury or directed verdicts for the defense by the court, one of which, the Patrick O'Neil claim in Los Angeles, was reversed on appeal. In an opinion dated January 12, 2012, the California Supreme Court reversed the decision of the Court of Appeal and instructed the trial court to enter a judgment of nonsuit in favor of the defendants.
On March 14, 2008, the Company received an adverse verdict in the James Baccus claim in Philadelphia, Pennsylvania, with compensatory damages of $2.45 million and additional damages of $11.9 million. The Company's post-trial motions were denied by order dated January 5, 2009. The case was concluded by settlement in the fourth quarter of 2010 during the pendency of the Company's appeal to the Superior Court of Pennsylvania.
On May 16, 2008, the Company received an adverse verdict in the Chief Brewer claim in Los Angeles, California. The amount of the judgment entered was $0.68 million plus interest and costs. The Company pursued an appeal in this matter, and on August 2, 2012 the California Court of Appeal reversed the judgment and remanded the matter to the trial court for entry of judgment notwithstanding the verdict in favor of the Company on the ground that this claim could not be distinguished factually from the Patrick O'Neil case decided in the Company's favor by the California Supreme Court.
On February 2, 2009, the Company received an adverse verdict in the Dennis Woodard claim in Los Angeles, California. The jury found that the Company was responsible for one-half of one percent (0.5%) of plaintiffs' damages of $16.93 million; however, based on California court rules regarding allocation of damages, judgment was entered against the Company in the amount of $1.65 million, plus costs. Following entry of judgment, the Company filed a motion with the trial court requesting judgment in the Company's favor notwithstanding the jury's verdict, and on June 30, 2009, the court advised that the Company's motion was granted and judgment was entered in favor of the Company. The trial court's ruling was affirmed on appeal by order dated August 25, 2011. The plaintiffs appealed that ruling to the Supreme Court of California, which dismissed the appeal on February 29, 2012; the matter is now finally determined in the Company's favor.
On March 23, 2010, a Philadelphia County, Pennsylvania, state court jury found the Company responsible for a 1/11th share of a $14.5 million verdict in the James Nelson claim, and for a 1/20th share of a $3.5 million verdict in the Larry Bell claim. On February 23, 2011, the court entered judgment on the verdicts in the amount of $0.2 million against the Company, only, in Bell, and in the amount of $4.0 million, jointly, against the Company and two other defendants in Nelson, with additional interest in the amount of $0.01 million being assessed against the Company, only, in Nelson. All defendants, including the Company, and the plaintiffs took timely appeals of certain aspects of those judgments. The Nelson appeal is pending. The Company resolved the Bell appeal by settlement, which is reflected in the settled claims for 2012.
On August 17, 2011, a New York City state court jury found the Company responsible for a 99% share of a $32 million verdict on the Ronald Dummitt claim. The Company filed post-trial motions seeking to overturn the verdict, to grant a new trial, or to reduce the damages, which the Company argued were excessive under New York appellate case law governing awards for non-economic losses. The Court held oral argument on these motions on October 18, 2011 and issued a written decision on August 21, 2012 confirming the jury's liability findings but reducing the award of damages to $8 million. At plaintiffs' request, the Court entered a judgment in the amount of $4.9 million against the Company, taking into account settlement offsets and accrued interest under New York law. The Company has appealed.
On March 9, 2012, a Philadelphia County, Pennsylvania, state court jury found the Company responsible for a 1/8th share of a $123,000 verdict in the Frank Paasch claim. The Company and plaintiffs filed post-trial motions. On May 31, 2012, on plaintiffs' motion, the Court entered an order dismissing the claim against the Company, with prejudice, and without any payment.
On August 29, 2012, the Company received an adverse verdict in the William Paulus claim in Los Angeles, California. The jury found that the Company was responsible for ten percent (10%) of plaintiffs' non-economic damages of $6.5 million, plus a portion of plaintiffs' economic damages of $0.4 million. Based on California court rules regarding allocation of damages, judgment was entered in the amount of $0.8 million against the Company. The Company filed post-trial motions requesting judgment in the Company's favor notwithstanding the jury's verdict, which were denied. The Company has appealed.
On October 23, 2012, the Company received an adverse verdict in the Gerald Suttner claim in Buffalo, New York. The jury found that the Company was responsible for four percent (4%) of plaintiffs' damages of $3 million or $120,000. The Company filed post-trial motions requesting judgment in the Company's favor notwithstanding the jury's verdict and plans to pursue an appeal if necessary.
On November 28, 2012, the Company received an adverse verdict in the James Hellam claim in Oakland, CA. The jury found that the Company was responsible for seven percent (7%) of plaintiffs' non-economic damages of $ 4 .5 million, plus a portion of their economic damages of $0.9 million. Based on California court rules regarding allocation of damages, judgment was entered against the Company in the amount of $1.282 million. The Company filed post-trial motions requesting judgment in the Company's favor notwithstanding the jury's verdict and also requesting that settlement offsets be applied to reduce the judgment in accordance with California law. The Company plans to pursue an appeal if necessary.
Such judgment amounts are not included in the Company's incurred costs until all available appeals are exhausted and the final payment amount is determined.
The gross settlement and defense costs incurred (before insurance recoveries and tax effects) for the Company for the years ended December 31, 2012, 2011 and 2010 totaled $96.1 million, $105.5 million and $106.6 million, respectively. In contrast to the recognition of settlement and defense costs, which reflect the current level of activity in the tort system, cash payments and receipts generally lag the tort system activity by several months or more, and may show some fluctuation from quarter to quarter. Cash payments of settlement amounts are not made until all releases and other required documentation are received by the Company, and reimbursements of both settlement amounts and defense costs by insurers may be uneven due to insurer payment practices, transitions from one insurance layer to the next excess layer and the payment terms of certain reimbursement agreements. The Company's total pre-tax payments for settlement and defense costs, net of funds received from insurers, for the years ended
December 31, 2012, 2011 and 2010 totaled $78.0 million, $79.3 million and $66.7 million, respectively. Detailed below are the comparable amounts for the periods indicated.
Year Ended December 31,
(in millions) 2012 2011 2010
Settlement / indemnity costs incurred (1) $ 37.5 $ 50.2 $ 52.7
Defense costs incurred (1) 58.7 55.3 53.9
Total costs incurred $ 96.1 $ 105.5 $ 106.6
Settlement / indemnity payments $ 38.0 $ 55.0 $ 46.9
Defense payments 59.8 56.5 54.4
Insurance receipts (19.8 ) (32.2 ) (34.6 )
Pre-tax cash payments $ 78.0 $ 79.3 $ 66.7
|
(1) Before insurance recoveries and tax effects.
The amounts shown for settlement and defense costs incurred, and cash payments, are not necessarily indicative of future period amounts, which may be higher or lower than those reported.
Cumulatively through December 31, 2012, the Company has resolved (by settlement or dismissal) approximately 90,000 claims, not including the MARDOC claims referred to above. The related settlement cost incurred by the Company and its insurance carriers is approximately $370 million, for an average settlement cost per resolved claim of approximately $4,000. The average settlement cost per claim resolved during the years ended December 31, 2012, 2011 and 2010 was $6,300, $4,123 and $7,036, respectively. Because claims are sometimes dismissed in large groups, the average cost per resolved claim, as well as the number of open claims, can fluctuate significantly from period to period. In addition to large group dismissals, the nature of the disease and corresponding settlement amounts for each claim resolved will also drive changes from period to period in the average settlement cost per claim. Accordingly, the average cost per resolved claim is not considered in the Company's periodic review of its estimated asbestos liability. For a discussion regarding the four most significant factors affecting the liability estimate, see "Effects on the Condensed Consolidated Financial Statements".
Effects on the Condensed Consolidated Financial Statements
The Company has retained the firm of Hamilton, Rabinovitz & Associates, Inc. . . .
(a) None
(b) None
(c) None
(d) Exhibits
3.1 Bylaws of the Company, as amended through January 28, 2013
99.1 Earnings Press Release dated January 28, 2013, issued by Crane Co.
99.2 Crane Co. Quarterly Financial Data Supplement for the quarter ended
December 31, 2012
99.3 Press Release dated January 28, 2013, issued by Crane Co.
|
|
|