Minority shareholders set to battle Crowley

By Bob Rust, Oslo

published: 29 October 2004

Disgruntled minority shareholders are proceeding with plans to market a 10% strategic block of common stock in California's Crowley Maritime.

Investment banker and corporate-governance campaigner Gary Lutin says more than one publicly traded company with a strategic interest in Crowley have expressed interest in acquiring such a shareholding in the closely held company through a non-taxable swap of shares.

President and chief executive Thomas Crowley Jr holds a substantial majority of Crowley stock.

UNDER FIRE:Thomas Crowley Jr Photo: Crowley

Participants in the Crowley Shareholder Forum have also endorsed a proposal to prepare a legal action against the company over alleged breaches of management's fiduciary duties towards shareholders involving a company-paid insurance policy meant to keep Thomas Crowley's present shareholding from further dilution.

Lutin, the organiser of shareholderforum.com, says a Crowley shareholder has agreed to serve as "representative plaintiff" for the group.

Lawyers and financiers polled by TradeWinds are reluctant to speculate on the outcome of a corporate-governance lawsuit but say the 10% share Lutin claims he can round up would be too little for a competitor to use as leverage on Crowley management. Lutin declines to identify specific tactical steps open to the holder of such a post but says they would be effective given a strategic motivation.

"Aggressive dissidents usually wind up getting accommodated over time," he said. "There may be a two or three-year period of fighting and negotiating. But you don't see situations where aggressive dissidents fail to achieve their objectives."

Meanwhile, Lutin has complained to Crowley management about alleged misinformation to investors in a TradeWinds article.

In an article last month on shareholder unrest in Crowley, unnamed sources characterised by TradeWinds as having "good access to the company" are quoted as saying that so many shares are controlled by loyal employees and family that Crowley is safe to regard Lutin as a nuisance.

In a letter to chief executive officer Crowley, Lutin asks for clarification. He reckons from a proxy statement of 19 April 2004 that 30% of voting common stock representing total voting rights of 23% is in public hands.

Lutin adds that over 11% of shares at a recent shareholders' meeting withheld approval from proposals recommended by management.

Crowley spokesman Mark Miller says the company has no comment at this time.