Forum Report: Industry Speculations About Shareholder Strategy Alternatives

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.

Note: The article copied below appeared in TradeWinds, the shipping industry publication. The weekly paper and its associated web site provide regular coverage of developments concerning Crowley Maritime and other water transportation companies.

----- Original Message -----

From: Gary Lutin

To: Distribution: Crowley Maritime Forum

Sent: Sunday, September 26, 2004 9:25 PM

Subject: Report of industry speculations about shareholder strategy alternatives

Copied below is an article that appeared in Friday's issue of TradeWinds, the weekly shipping industry publication, referring to the September 16, 2004 Forum Report: Strategy Alternatives.

In addressing the Forum Report alternative that involves exploring transactions with strategic relationships, the article suggests possible confusion, at least among shipping industry sources addressed by TradeWinds, about the breakdowns of Crowley family and public holdings of stock in Crowley Maritime. In fact, as reported in the company's most recent proxy statement filed April 19, 2004, directors and officers together with family members controlled 62,597 of the total 89,249 shares of voting common stock, leaving the remaining 26,652 shares, approximately 30%, in public hands. Calculating the voting rights of the "Series A Junior Preferred Stock" and "Series N" common stock which were recently issued to the Crowley family, the public common stock holdings appear to represent a net 23% of total voting rights.

I will ask that Crowley Maritime's management let me know if these calculations are incorrect.

On the subject of exploring legal remedies, the current article refers to previous TradeWinds coverage of these issues. A May 28, 2004 article reported reactions to possible director and controlling shareholder breaches of duty which the journalist himself had discovered in his scrutiny of Crowley Maritime's SEC filings, presented in his April 30, 2004 article titled "Crowley playing 'Peter pay Paul.'" (It should be noted that I am not aware of any "charges" other than what was reported in these articles.)

Gary Lutin
Lutin & Company
575 Madison Avenue, 10th Floor
New York, New York 10022
Tel: 212/605-0335
Fax: 212/605-0325
Email: gl@shareholderforum.com

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.