Chunk of Crowley stock up for grabs

By Bob Rust, Oslo

published: 24 September 2004

Disgruntled minority shareholders of Crowley Maritime are scouting competitors to take over a chunk of their shares as a strategic “negotiating block”.

That is one of the moves being proposed by the Crowley Stockholder Forum. New York-based investment banker Gary Lutin has pointed Forum participants at ways to address an alleged "absence of management responsiveness to the interests of... minority shareholders".

The plan presupposes that holders of something over 10% of outstanding shares would participate in an "exploration" to "find a publicly traded company with a strategic interest in Crowley Maritime". The goal would be a low-cost, non-taxable exchange of shares that would leave the competitor with a holding in, and a hold on, Crowley.

A source with good access to Crowley says the family is "disregarding Lutin as a nuisance". Financial sources doubt that the required block of shares could ever be put together because many are held by loyal employees.

"Even if they rounded it up, that wouldn't be enough for a competitor to do anything with," said one source.

Another points out, however, that a 10% holding could provide useful leverage in that it could be used to block financing and acquisition transactions.

Chairman, president and chief executive officer Thomas Crowley controls 99.9% of premium shares in Crowley Maritime. But enough B shares have been dispersed through the years, in part as a result of inheritance settlements, to expose officers and board members to a greater degree of stockholder accountability.

Lutin is telling shareholders that another route to more accountability could go through the courts.

A shareholder could demand to see company records and bring a "derivative" lawsuit on behalf of the the company against "directors or others".

TradeWinds has previously reported Lutin's charge that the Crowley board and management have not fulfilled their fiduciary obligations to minority punters.