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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 Amazon.com, Chesapeake-Shorewood Packaging, Computer
Associates, Dun & Bradstreet, Farmer Bros., Lone Star Steakhouse,
National Presto, and Willamette Industries.
April 26, 2004
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