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Sent: Wednesday, April 25, 2007 6:17 PM
Subject: Amended reports, including sections concerning fairness
of offer price
Since this morning's report of significantly
improved quarterly results, there have been three more SEC filings of
amendments to documents relating to the proposed Crowley buyout of public
shareholders, as follows:
The last of these, the
Form SC 14D9/A amending
the
original Solicitation/Recommendation Statement,
presents new sections in the explanations of the analyses performed by
Crowley's adviser as a foundation for the "fairness" opinion.
After summaries of analytical methods and the data used, numbers are
presented on the left under a caption "Implied Values Per Share of the
Company's Common Stock," with the same $2,990.0 (their dollar amounts are
shown with one decimal place) presented on the right under the caption
"Offer Price." The left column numbers were as follows:
$8,247.2 and $7,247.9 for the "Comparable
Public Company Analysis"
$14,920.5 and $13,595.3
for the "Precedent Transaction Analysis"
Numbers are also presented as "Implied Company
Price per Common Share" (as distinguished from "Implied Values") in a
section titled "Historical Stock Trading Analysis and Premiums Paid
Analysis." It is not clear whether or how these 12 numbers, which range
from $2,069.35 to $2,524.51 (dollar amounts in this section are shown with
two decimal places), are intended to relate to the fairness of the $2,990
offer price.
The Information Agent, D.F. King & Co., was
asked at 1:30PM this afternoon for an explanation of these numbers and
for the letters "NMF" which appear to be associated with some of the
numbers. At 2:05PM, the D.F. King representative advised me that they
would have to make further inquiries. I will report their explanation
when it is received.
It is assumed that if the information
presented in these amendments is material, either Crowley or the SEC will
determine that shareholders should be allowed additional time to consider
their responses to the offer.
GL
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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