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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.

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Forum Report: Recent Developments and Status of Shareholder Interests

(December 29, 2005)

 

Forum Report

 

Recent Developments and Status of Shareholder Interests

 

As summarized in an October 2004 Forum Report, Crowley Maritime's public shareholders have been considering two separate tactical alternatives to resolve their investment interests: (1) a negotiated transaction, either directly with Crowley or with another shipping company willing to exchange its publicly traded shares for an aggregated block of Crowley shares, and (2) shareholder litigation to enforce investor rights.

 

Crowley management had expressed a willingness earlier this year to consider a cooperatively negotiated resolution of investor liquidity interests, which was supported by a wide range of shareholders.  Disappointingly, management informed me in late October that they had decided instead to concentrate their attention on defending the litigation against directors which had been initiated a group of three shareholders in November 2004.  Following this decision, another shareholder John H. Norberg, Jr. (the father of Jack Norberg, CEO of Standard Investment Chartered, and a long-time supporter of Crowley shareholder interests) has joined the litigation in an "Amended Class Action and Derivative Complaint" that was filed in the Delaware Chancery Court on December 27, 2005.  Mr. Norberg's status as a shareholder since 1991 is expected to support a corporate recovery of claims against directors for periods prior to the acquisitions of stock by the other plaintiffs.

 

In the absence of management cooperation, prospects for a negotiated transaction will of course be limited to parties whose interests in a strategic holding of Crowley stock would not be conditioned on a prior agreement with management.  Forum participants interested in this alternative are encouraged to call me.

 

Finally, it should be noted that last Friday's weekly "Price Quotations & Standard's Indications of Interest" from Standard Investment Chartered reported the most recent sale of Crowley stock at $1,575 per share, a 36% improvement from the $1,160 price at the end of last year and at the start of the Forum, and a bid-ask range of $1,500-$1,650.  This market pricing is still far from the value enhancement targets set by many Crowley shareholders, but the progress certainly encourages continuing efforts to resolve investor interests during the new year.

 

GL December 29, 2005

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

 

 

 

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.

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