Forum for Shareholders of Crowley Maritime Corporation

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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 Summary: Crowley Maritime Corporation

April 2004

     An independent “Forum” for shareholders of Crowley Maritime Corporation (OTC: CWLM) will be conducted to define investor interests, monitor the company’s management, and provide anyone responsible for corporate decisions with the information needed to consider Crowley value enhancement opportunities.

     Responding to reported shareholder concerns about perceived management indifference to the interests of public investors, the Forum will focus initially on Crowley policies relating to:

§  reporting of information relevant to investor interests

§  use of corporate assets only for equal benefit of all shareholders

§  splitting of stock

§  listing of common stock

     Some investment professionals believe that changes in these policies – simply to adopt the conventional practices of other publicly traded companies – would significantly improve both the marketability and the market value of the stock.  Currently, although the company is profitable and its business operations are viewed as competitively well managed, the $1,160 price per share in the most recent of three reported trades during the past year offers public investors a market value for Crowley stock at only 0.6 times its $1,853 book value per share (fully diluted, as of December 31, 2003).  Based on an average multiple of 2.3 times book value for the 30 stocks in the Reuters index for the Water Transportation Industry, it is possible that Crowley’s conformance with basic public company standards could increase the realizable market value of its stock by more than 300%.

     To address these and other issues that may be defined, the Forum will conduct a variety of activities to provide investors with the kind of access to information and free exchange of views that might be sought at a traditional shareholders meeting, but with independent control of the process and continuous operation until shareholder interests are resolved.  The company itself will be invited to support the Forum, and it is hoped that the responses of its directors and representatives will permit cooperative communication for the benefit of all decision-makers.  However, even in the absence of management participation beyond obligatory responses to shareholder requests, the Forum may conduct board inquiries, professional workshops, shareholder surveys or other activities as required to produce the information investors need for their evaluations and decisions, and also to present management with information they need to consider in the performance of their duties to shareholders.

     Participation in the Forum will be open to all Crowley shareholders and any professionals concerned with their decisions, without charge, according to the Forum’s stated conditions.  Investors with sufficient interests in Crowley will be encouraged to consider additional participation in an Advisory Panel to help define the issues addressed by the Forum.  All participants are expected to make independent use of information obtained through the Forum, and Forum participation will be considered private unless the party specifically authorizes identification.

     The Forum will be managed by Gary Lutin, the investment banker who conducted the forum programs to resolve investor interests in public demonstration cases regarding, Chesapeake-Shorewood Packaging, Computer Associates, Dun & Bradstreet, Farmer Bros., Lone Star Steakhouse, National Presto, and Willamette Industries.

April 26, 2004


Resolution of Shareholder Issues


158% Value Enhancement


Conclusion of Forum Program for Crowley Maritime Corporation

(May 10, 2007)


For progress of tender offer,


Management Offering $2,990 per share to Public Investors

(March 19, 2007)


Crowley Extending Tender Offer

(April 21, 2007)


Conditions of Tender Offer Satisfied

(April 27, 2007)

See also

Shareholder Letter Objecting to Proposed Settlement


Practical Considerations Relating to Appraisal Rights


For history,


October 12, 2004 Forum Report: Proceeding with Two Tactical Plans


November 30, 2004 Forum Report: Initiation of Shareholder Lawsuit Against Directors

See also

December 29, 2005 Forum Report:

Recent Developments and Status of Shareholder Interests

News Reports

TradeWinds (web site), May 8, 2007: "Crowley completes buyback"

TradeWinds, April 13, 2007: "Crowley Maritime privatisation unlikely to top $100m"

TradeWinds, March 23, 2007: "Crowley readies share buyout after settling with its dissidents"

TradeWinds, June 23, 2006: "'Dissidents' hold off on Crowley bid"

TradeWinds, August 18, 2005: "Crowley waits for green light"

TradeWinds, December 3, 2004: "Crowley clan comes under investor fire"

TradeWinds, October 29, 2004: "Minority shareholders set to battle Crowley"

See also referenced

TradeWinds, September 24, 2004: "Chunk of Crowley stock up for grabs"


 TradeWinds, April 30, 2004: "Crowley playing 'Peter pay Paul'")


Other Developments

Forum Report: Crowley Announcement of Stock Sale to ESOP

(June 20, 2006)

See also

Vocal Dissident Invites Views of Other Shareholders


Responses to Mr. Norberg's Request for Views

Forum Report: May 20, 2004 Annual Shareholders Meeting
(May 21, 2004)

Request for Board Views of Issues Presented for Shareholder Voting
(May 7, 2004)

Letter Inviting Management Participation in Forum

(April 26, 2004)


Professional Analyses

Proxy Voting: Glass Lewis & Co.

(May 2, 2005, revised May 9, 2005)

Recommends shareholder withholding of votes for insider and affiliated director candidates

Stock Valuation: Standard Investment Chartered

(October 8, 2003)

Estimates significantly higher market values if company either goes private or adopts public company practices

(See also May 24, 2004 Market Commentary)



Forum Communications

Chronological record of Forum reports and correspondence





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.