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Forum Report
Recent Developments and Status of
Shareholder Interests
As summarized in an October 2004 Forum Report,
Crowley Maritime's public shareholders have been considering two separate
tactical alternatives to resolve their investment interests: (1) a
negotiated transaction, either directly with Crowley or with another
shipping company willing to exchange its publicly traded shares for an
aggregated block of Crowley shares, and (2) shareholder litigation to
enforce investor rights.
Crowley management had expressed a willingness earlier this year to consider
a cooperatively negotiated resolution of investor liquidity interests, which
was supported by a wide range of shareholders. Disappointingly, management
informed me in late October that they had decided instead to concentrate
their attention on defending the litigation
against directors which had been initiated a group of three shareholders
in November 2004. Following this decision, another
shareholder –
John H. Norberg, Jr. (the father of
Jack Norberg,
CEO of Standard Investment
Chartered, and a long-time supporter of Crowley shareholder interests) –
has joined the litigation in an "Amended
Class Action and Derivative Complaint" that was filed in the Delaware
Chancery Court on December 27, 2005. Mr. Norberg's status as a shareholder
since 1991 is expected to support a corporate recovery of claims against
directors for periods prior to the acquisitions of stock by the other
plaintiffs.
In the absence of management cooperation, prospects for a negotiated
transaction will of course be limited to parties whose interests in a
strategic holding of Crowley stock would not be conditioned on a prior
agreement with management. Forum participants interested in this
alternative are encouraged to call me.
Finally, it should be noted that last Friday's weekly "Price Quotations &
Standard's Indications of Interest" from Standard Investment Chartered
reported the most recent sale of Crowley stock at $1,575 per share, a 36%
improvement from the $1,160 price at the end of last year and at the start
of the Forum, and a bid-ask range of $1,500-$1,650. This market pricing is
still far from the value enhancement targets set by many Crowley
shareholders, but the progress certainly encourages continuing efforts to
resolve investor interests during the new year.
GL –
December 29, 2005
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
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