Forum Summary: Crowley Maritime
Corporation
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:
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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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