Forum for Shareholders of Crowley Maritime Corporation

Forum Home Page

Resolution of Shareholder Interests

In March 2007, the controlling shareholder of Crowley Maritime offered $2,990 per share to buy out public investors, a price equal to 258% of the last traded price of shares when the Forum started in April 2004.

Crowley Home Page

Crowley Archive Reference




Crowley readies share buyout after settling with its dissidents

Bob Rust Stamford

413 words

23 March 2007




(c) 2007 TradeWinds


US shipping giant Crowley Maritime is settling a lawsuit brought by its dissident shareholders and simultaneously mounting a take-private buyout bid at a whopping price of $2,990 per share of common stock.

The Oakland and Jacksonville-based shipping, towing and salvage company says its principal, Thomas B Crowley Jr, is forming a wholly owned company to mount the offer for all unaffiliated shares. The new entity will subsequently merge with Crowley Maritime to make it a single-owner private company.

The Crowley share is illiquid and not listed on any exchange but the $2,990 offer looks impressive by available measures. According to Crowley Maritime financial filings, the closing "Pink Sheets" high bid for the share two years ago in the first quarter of 2005 was $1,175. The corresponding figure in the fourth quarter of 2006 had risen to $1,925.

The last reported bid price, according to a shareholder forum for dissident Crowley investors, was $2,501.

The take-private tender comes in connection with the settlement of a lawsuit by dissident shareholders.

The Franklin Balance Sheet Investment Fund, a shareholder, has had a Delaware class-action lawsuit ongoing against Crowley Maritime since November 2004 over allegedly preferential treatment shown to the company's principal at the expense of other shareholders' interests. At issue were company payments for a life-insurance policy for chairman and chief executive officer Tom Crowley. Dissidents including Franklin had objected that it should not be company policy to perpetuate the control of the company by its dominant shareholder.

The settlement with Franklin is contingent upon Crowley Newco Corp (the Tom Crowley-controlled buyout entity) owning 95% of outstanding common stock and upon the tender of a majority of outstanding shares by unaffiliated stockholders.

In announcing the settlement offer and buyout plan, Crowley says the buyout entity currently beneficially owns about 65.2% of outstanding common stock as a result of agreements with certain shareholders.

As of 15 February, Tom Crowley had 68.0% of voting control in the company, owning some 49.3% of Class A common stock, 100% of a non-voting-class of common stock and 99.9% of a preferred, voting-class stock.

Crowley Maritime did not become public as the result of an initial public offering (IPO) but involuntarily after the number of its shareholders rose to an amount that imposed the public-company status on it.

Document TRADEW0020070322e33n0003y




The Forum is open to all Crowley shareholders, whether institutional or individual, and to any fiduciaries or professionals concerned with their investment decisions.  Its purpose is to provide shareholders with access to information and a free exchange of views on issues relating to their evaluations of alternatives, as described in the Forum Summary.

There is no charge for participation.  As stated in the Conditions of Participation, participants are expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

Inquiries and requests to be included in the Forum's distribution list may be addressed to

All material on this web site is published by Gary Lutin, who is responsible for conducting the Forum.