UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  i May 27, 2022

 

CRANE HOLDINGS, CO.

(Exact name of registrant as specified in its charter)

 

DELAWARE

(State or other jurisdiction of incorporation)

 

i Delaware		i 1-1657		i 88-0706021
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

i 100 First Stamford Place  i Stamford  i CT				i 06902
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s telephone number, including area code:  i 203- i 363-7300

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

i ☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

i ☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

i ☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol		Name of each exchange on which registered
i Common Stock, par value $1.00		i CR		i New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   i ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

 

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ITEM 8.01

Other Events.

As previously disclosed, on May 16, 2022, Redco Corporation (f/k/a Crane Co.), a Delaware corporation (“Crane Co.”) and currently a wholly-owned subsidiary of Crane Holdings, Co. (“Crane Holdings”), completed its previously announced reorganization merger pursuant to the Agreement and Plan of Merger, dated as of February 28, 2022 (the “Reorganization Agreement”), by and among Crane Co., Crane Holdings and Crane Transaction Company, LLC, a Delaware limited liability company and, as of immediately prior to the consummation of such merger, a wholly-owned subsidiary of Crane Holdings (“Merger Sub”). The Reorganization Agreement provided for the merger of Crane Co. and Merger Sub, with Crane Co. surviving the merger as a wholly-owned subsidiary of Crane Holdings (the “Reorganization Merger”).

In connection with the Reorganization Merger, on May 27, 2022, Crane Co. filed a Form 15 with the U.S. Securities and Exchange Commission (the “SEC”) to terminate the registration of Crane Co.’s common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to suspend its duty under Section 15(d) of the Exchange Act to file reports required by the Exchange Act. This report is being filed for the purpose of clarifying the status of Crane Holdings as the successor issuer to Crane Co. Pursuant to Rule 12g-3(a) under the Exchange Act, the common stock of Crane Holdings has been deemed registered under Section 12(b) of the Exchange Act and future filings with the SEC by Crane Holdings will be filed under Crane Co.’s existing CIK number: 0000025445.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				CRANE HOLDINGS, CO.
May 27, 2022
				By:		/s/ Anthony M. D’Iorio
				Name:		Anthony M. D’Iorio
				Title:		Senior Vice President,
						General Counsel and Secretary

 

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