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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.

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Forum Report: Initiation of Shareholder Lawsuit Against Directors

(November 30, 2004)

 

----- Original Message -----
Sent: Tuesday, November 30, 2004 6:32 PM
Subject: Initiation of shareholder lawsuit against directors

 
A shareholder lawsuit was filed today against each individual member of Crowley Maritime Corporationís board directors to stop practices which are allegedly unfair to public stockholders and to recover damages resulting from the directorsí alleged breaches of fiduciary duty.  The complaint, a copy of which has been filed as Exhibit 1 in an SEC Form 13D report, summarizes the action in its introductory paragraphs as follows:

 

SUMMARY OF THE ACTION
 
         1. This is an action by owners of common stock of Crowley Maritime
Corporation ("Crowley" or "the Company") challenging the conduct of the Board of
Directors of Crowley in adopting a policy and taking actions for the purpose of
perpetuating the control of the Crowley family over the Company in violation of
their duties to the Company and all of its stockholders. Over the years the
Company's Board of Directors, which is dominated and controlled by the Crowley
family (who collectively own or control approximately 65% of the voting stock of
the Company), have engaged in a series of transactions designed to perpetuate
and/or to enhance the Crowley family's control, to limit the information
available to the Company's public stockholders and to operate the Company in a
manner reflective of a closely-held family corporation and not a corporation
with unaffiliated public stockholders.
 
         2. The Board under the policy of perpetuating control of the Crowley
family has abandoned all pretense of fairness to the public stockholders and has
provided millions of dollars of gifts to the Crowley family for the purpose of
providing them funds to pay anticipated estate taxes. These gifts are not
compensation for Defendant Crowley as Chairman of the Board and Chief-Executive
Officer but are in addition to his annual compensation of about $1,000,000.
 
         3. This action seeks to have this Court declare that this corporate
policy of perpetuating the controlling stockholders' control is a violation of
the fiduciary duties of the defendants and contrary to Delaware law. The action
further seeks compensation for the damages caused as a result of the actions
taken in furtherance of that corporate policy.

 

The plaintiffs representing shareholder interests are three fund managers which aggregately own 9,377 shares, or approximately 10.5% of Crowley Maritimeís outstanding common stock and 35.2% of the publicly held shares:

 

 

 

Shares

Percent of

Common

Franklin Resources

6,582

7.4%

Oppenheimer + Close

1,594

1.8%

Wynnefield Capital

1,201

1.3%


 

 

Please let me know if you have any comments or questions. 

 

           GL

 

Gary Lutin
Lutin & Company
575 Madison Avenue, 10th Floor
New York, New York 10022
Tel: 212-605-0335
Fax: 212-605-0325
Email: gl@shareholderforum.com

 

 

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