SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
(Rule 13d-101)
(Amendment No. 1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Crowley Maritime Corporation
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(Name of Issuer)
Common Stock, par value $0.01
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(Title of Class of Securities)
228090106
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(CUSIP Number)
William J. Lippman Nelson Obus
Franklin Advisory Services, LLC Wynnefield Partners Small Cap
One Parker Plaza, 9th Floor Value, L.P.
Fort Lee, New Jersey 07024 450 Seventh Avenue, Suite 509
(201) 592-6700 New York, New York 10123
(212) 760-0134
Philip V. Oppenheimer John H. Norberg, Jr.
Oppvest LLC P.O. Box 8511
119 West 57th Street Rancho Santa Fe, California 92067
New York, New York 10019
(212) 489-7527
with a copy to:
Daniel S. Sternberg, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
212-225-2000
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(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
December 27, 2005
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
The information required on this cover page shall not be deemed to be "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Act"), or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
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CUSIP No. 228090106 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John H. Norberg, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
9 (See Item 5)
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
9 (See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Items 3 and 5) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01%
14 TYPE OF REPORTING PERSON
IN
This Amendment No. 1 (this "Amendment") amends and supplements the Schedule 13D
dated November 30, 2004 (the "Schedule 13D" or this "statement") of the
Reporting Persons. Unless otherwise indicated, each capitalized term used but
not defined herein shall have the meaning assigned to such term in the Schedule
13D. The purpose of this Amendment is to add Mr. John H. Norberg, Jr. ("Mr.
Norberg") as a Reporting Person.
Item 2. Identity and Background.
The response set forth in Item 2 of the Schedule 13D is hereby
amended by deleting the first three paragraphs and replacing it with the
following:
This statement is filed by the Franklin Reporting Persons, the
Oppenheimer Reporting Persons, the Wynnefield Reporting Persons (each as defined
below) and Mr. Norberg (together, the "Reporting Persons").
On November 30, 2004, the Franklin Reporting Persons, the
Oppenheimer Reporting Persons and the Wynnefield Reporting Persons (together,
the "Original Plaintiffs") commenced a lawsuit in the Delaware Court of Chancery
(the "Lawsuit") against the Issuer, as a nominal derivative defendant, and each
member of the Board of Directors of the Issuer (together, the "Defendants") by
filing a class action and derivative complaint (the "Complaint") for breaches by
the director Defendants of their fiduciary duties to the Issuer and its
shareholders. With the consent of the Original Plaintiffs, Mr. Norberg made a
motion to intervene in the Lawsuit on December 27, 2005 (the "Motion to
Intervene") to intervene as an additional Plaintiff in the Lawsuit. The
Reporting Persons intend to pursue the Lawsuit jointly. See Item 4 below.
None of the Franklin Reporting Persons, the Oppenheimer
Reporting Persons, the Wynnefield Reporting Persons nor Mr. Norberg have any
agreements or understandings between them relating to the acquisition,
disposition, holding or voting of the Common Stock held by them and each
expressly disclaims beneficial ownership for all purposes of the Common Stock
held by the others. The Reporting Persons have filed this statement solely
because they may be deemed to be a "group" for purposes of Regulation 13D-G
under the Act as a result of their agreement to file and pursue the Lawsuit,
however, the Franklin Reporting Persons, the Oppenheimer Reporting Persons, the
Wynnefield Reporting Persons and Mr. Norberg each disclaim membership in a
"group" with the other Reporting Persons.
The response set forth in Item 2 of the Schedule 13D is
further amended such that references to Schedule A therein shall be deemed to be
references to the Schedule A-2 hereto.
The response set forth in Item 2 of the Schedule 13D is
further amended by adding the following at the end:
(4) John H. Norberg, Jr.
(a), (b), (c) and (f). Mr. Norberg's address is P.O. Box 8511,
Rancho Santa Fe, California 92067. Mr. Norberg is retired, and is a citizen of
the United States of America.
(d) and (e). During the last five years, Mr. Norberg has not
been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The response set forth in Item 3 of the Schedule 13D is
amended by adding the following at the end:
(4) John H. Norberg, Jr.
The securities reported in this statement as directly
beneficially owned by Mr. Norberg were acquired on July 27, 1991 with funds of
approximately $12,600 (including brokerage commissions). All such funds were Mr.
Norberg's personal funds.
Item 4. Purpose of Transaction.
The response set forth in Item 4 of the Schedule 13D is hereby
amended by deleting the text of Item 4 in its entirety and replacing it with the
following:
On November 30, 2004, the Original Plaintiffs commenced the
Lawsuit in the Delaware Court of Chancery, intending to pursue the Lawsuit
jointly as class and derivative representatives. On December 27, 2005, Mr.
Norberg made the Motion to Intervene and also made a motion to amend the
Complaint, which, if allowed, would, among other things, add Mr. Norberg as a
plaintiff in the Lawsuit (the "Amended Complaint"). Each of the Original
Plaintiffs and Mr. Norberg have retained the law firm of Taylor & McNew LLP as
their legal counsel in connection with the Lawsuit. Reference is made to the
Complaint, a copy of which is attached as Exhibit 1 to the Schedule 13D, the
Motion to Intervene, attached as Exhibit 99.5 to the Schedule 13D, and the
Amended Complaint, attached as Exhibit 99.6 to the Schedule 13D, each
incorporated by reference in its entirety.
Each of the Reporting Persons acquired and holds the Common
Stock beneficially owned by it for investment and not with the purpose or effect
of changing or influencing control of the Issuer. Except as set forth in this
statement, none of the Reporting Persons currently has any plans or proposals
that relate to or that would result in any of the actions or transactions
described in paragraphs (a) through (j) of Item 4 of the instructions to
Schedule 13D. The Reporting Persons may in the future acquire additional Common
Stock or other securities of the Issuer, in the open market, in
privately-negotiated purchases or otherwise and may also, depending on then
current circumstances, dispose of all or a portion of the Common Stock
beneficially owned by them in one or more transactions. Additionally, the
Reporting Persons reserve the right from time to time to formulate plans or
proposals regarding the Issuer or any of its securities and to carry out any of
the actions or transactions described in paragraphs (a) through (j) of Item 4 of
the instructions to Schedule 13D, to the extent deemed advisable by the
Reporting Persons.
Item 5. Interest in Securities of the Issuer.
The response set forth in Item 5 of the Schedule 13D is
amended by deleting the first paragraph and replacing it with the following:
The Reporting Persons may be deemed to beneficially own
collectively an aggregate of 9,386 shares of Common Stock, representing 10.55%
of the 88,926 shares of Common Stock outstanding as of November 4, 2005
(according to the Issuer's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2005 filed with the SEC on November 10, 2005). The Franklin
Reporting Persons, Oppenheimer Reporting Persons, Wynnefield Reporting Persons
and Mr. Norberg each expressly disclaims beneficial ownership for all purposes
of the Common Stock held by each of the other Reporting Persons.
The response set forth in Item 5 of the Schedule 13D is
further amended by adding the following at the end:
(4) John H. Norberg, Jr.
(a) and (b) Mr. Norberg is the direct beneficial owner of 9
shares of Common Stock representing .01% of the outstanding shares of Common
Stock. Mr. Norberg is the only person who has the power to vote or direct the
vote and the power to dispose and direct the disposition of the shares of Common
Stock.
(c) Mr. Norberg has not effected any transactions in the
Common Stock during the 60-day period preceding the date this Amendment was
filed.
(d) No person other than Mr. Norberg has the right to receive
or the power to direct the receipt of dividends from, or the proceeds of the
sale of, the securities reported in this Amendment as directly beneficially
owned by Mr. Norberg.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
The response set forth in Item 7 of the Schedule 13D is
further amended by adding the following:
Exhibit 99.5 John H. Norberg, Jr.'s Motion to Intervene in Civil Action No.
888-N, filed on December 27, 2005 in the Court of Chancery for
the State of Delaware in and for New Castle County.
Exhibit 99.6 Amended Class Action and Derivative Complaint, filed on
December 27, 2005 in the Court of Chancery for the State of
Delaware in and for New Castle County, by Franklin Balance
Sheet Investment Fund, Franklin Microcap Value Fund, P.
Oppenheimer Investment Partnership L.P., Oppenheimer-Close
International Ltd., Wynnefield Partners Smallcap Value LP I,
Wynnefield Partners Smallcap Value LP, Wynnefield Smallcap
Value Off-Shore Fund Ltd., Channell Partnership II L.P. and
John H. Norberg, Jr.
Exhibit 99.7 Agreement of John H. Norberg, Jr. To Be Bound By The Joint
Filing Agreement, dated as of December 16, 2005.
SIGNATURES
After reasonable inquiry, and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated December 27, 2005
FRANKLIN ADVISORY SERVICES, LLC
FRANKLIN RESOURCES, INC.
CHARLES B. JOHNSON
RUPERT H. JOHNSON, JR.
/s/ Barbara J. Green
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By: Barbara J. Green
Title: Secretary, Franklin/Templeton
Distributors, Inc., the Sole Member
of Franklin Advisory Services, LLC
Title: Vice President, Deputy
General Counsel and Secretary,
Franklin Resources, Inc.
Attorney-in-fact of Charles B.
Johnson, pursuant to a power of
attorney, attached as Exhibit 3
Attorney-in-fact of Rupert H.
Johnson, Jr., pursuant to a power of
attorney, attached as Exhibit 4
P. OPPENHEIMER INVESTMENT
PARTNERSHIP LP
By: OPPVEST, LLC, its general partner
/s/ Philip V. Oppenheimer
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By: Philip V. Oppenheimer
Title: Managing Member
OPPHENHEIMER-CLOSE INTERNATIONAL LTD.
/s/ Philip V. Oppenheimer
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By: Philip V. Oppenheimer
Title: Chairman
After reasonable inquiry, and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated December 27, 2005 WYNNEFIELD PARTNERS SMALL CAP
VALUE, L.P.
/s/ Nelson Obus
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By: Nelson Obus
Title: Co-Managing Partner
WYNNEFIELD PARTNERS SMALL CAP VALUE,
L.P. I
By: WYNNEFIELD CAPITAL MANAGEMENT,
LLC, its general partner
/s/ Nelson Obus
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By: Nelson Obus
Title: Co-Managing Member
WYNNEFIELD SMALL CAP VALUE OFFSHORE
FUND, LTD.
By: WYNNEFIELD CAPITAL, INC.
/s/ Nelson Obus
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By: Nelson Obus
Title: President
CHANNELL PARTNERSHIP II L.P.
By: NELSON OBUS, its general partner
/s/ Nelson Obus
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By: Nelson Obus
Title: General Partner
WYNNEFIELD CAPITAL MANAGEMENT LLC
/s/ Nelson Obus
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By: Nelson Obus
Title: Co-Managing Member
WYNNEFIELD CAPITAL, INC.
/s/ Nelson Obus
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By: Nelson Obus
Title: President
NELSON OBUS
/s/ Nelson Obus
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By: Nelson Obus, individually.
JOSHUA LANDES
/s/ Joshua Landes
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By: Joshua Landes, individually.
JOHN H. NORBERG, JR.
/s/ John H. Norberg, Jr.
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By: John H. Norberg, Jr.,
individually.
SCHEDULE A-2
FRANKLIN REPORTING PERSONS
DIRECTORS AND EXECUTIVE OFFICERS
Except where otherwise noted, each of the individuals named
below is a citizen of the United States with a principal business address as
indicated below.
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Name Principal Occupation Residence or Business Address
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Advani, Vijay C. Executive Vice President - Advisor Franklin Resources, Inc.
(Citizen of India) Services, FRI One Franklin Parkway
San Mateo, CA 94403-1906
Penelope S. Alexander Vice President, Human Resources - U.S., FRI Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
Samuel H. Armacost Director, FRI; Chairman of the Board, SRI SRI International
International 333 Ravenswood Ave
Menlo Park, CA 94025
James R. Baio Executive Vice President and Chief Franklin Resources, Inc.
Financial Officer, FRI; Senior Vice One Franklin Parkway
President and Chief Financial Officer, FAS San Mateo, CA 94403-1906
Bruce C. Baughman Senior Vice President, FAS Franklin Advisory Services, LLC
One Parker Plaza, 9th Floor
Fort Lee, NJ 07024-2938
Jennifer J. Bolt Executive Vice President - Technology and Franklin Resources, Inc.
Operations, FRI One Franklin Parkway
San Mateo, CA 94403-1906
Harmon E. Burns Vice Chairman/Member--Office of the Franklin Resources, Inc.
Chairman/Director, FRI One Franklin Parkway
San Mateo, CA 94403-1906
Charles Crocker Director, FRI; Chairman of the Board, CEO BEI Technologies, Inc.
and Director, BEI Technologies, Inc. One Post Street, Suite 2500
San Francisco, CA 94104
Norman R. Frisbie, Jr. Senior Vice President and Chief Franklin Resources, Inc.
Administrative Officer One Franklin Parkway
San Mateo, CA 94403-1906
Holly E. Gibson Vice President, Corporate Communications, Franklin Resources, Inc.
FRI One Franklin Parkway
San Mateo, CA 94403-1906
Barbara J. Green Vice President, Deputy General Counsel and Franklin Resources, Inc.
Secretary, FRI; Secretary, FAS One Franklin Parkway
San Mateo, CA 94403-1906
Joseph R. Hardiman Director, FRI; Director of various other 1119 St. Paul Street
entities Baltimore, MD 21202
Donna S. Ikeda Vice President, Human Resources - Franklin Resources, Inc.
International, FRI One Franklin Parkway
San Mateo, CA 94403-1906
Robert D. Joffe Director, FRI Cravath, Swaine & Moore LLP
825 Eighth Ave.
New York, NY 10019
Charles B. Johnson Chairman of the Board/Member - Office of Franklin Resources, Inc.
the Chairman/Director/Principal One Franklin Parkway
Shareholder, FRI San Mateo, CA 94403-1906
Gregory E. Johnson Chief Executive Officer/President, FRI Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
Rupert H. Johnson, Jr. Vice Chairman/Member--Office of the Franklin Resources, Inc.
Chairman/Director/Principal Shareholder, One Franklin Parkway
FRI; Senior Vice President, FAS San Mateo, CA 94403-1906
Thomas H. Kean Director, FRI; Chairman, The Robert Wood THK Consulting
Johnson Foundation 49 Route 202, PO Box 810
Far Hills, NY 07931
Leslie M. Kratter Senior Vice President/Assistant Secretary, Franklin Resources, Inc.
FRI One Franklin Parkway
San Mateo, CA 94403-1906
William J. Lippman President, FAS Franklin Advisory Services, LLC
One Parker Plaza, 9th Floor
Fort Lee, NJ 07024-2938
Kenneth A. Lewis Vice President/Treasurer, FRI; Treasurer, Franklin Resources, Inc.
FAS One Franklin Parkway
San Mateo, CA 94403-1906
John M. Lusk Executive Vice President - Portfolio Franklin Resources, Inc.
Operations, FRI One Franklin Parkway
San Mateo, CA 94403-1906
Margaret McGee Vice President, FAS Franklin Advisory Services, LLC
One Parker Plaza, 9th Floor
Fort Lee, NJ 07024-2938
Chutta Ratnathicam Director, FRI; Retired Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
Peter M. Sacerdote Director, FRI; Advisory Director and Goldman, Sachs & Co.
Chairman of the Investment Committee of the 85 Broad Street
Principal Investment Area, Goldman, Sachs & New York, NY 10004
Co.
Murray L. Simpson Executive Vice President, FRI Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
Timothy S. Stearns Chief Compliance Officer, FAS 500 East Broward Blvd., Suite 2100
Fort Lauderdale, FL 33394-3091
Laura Stein Director, FRI; Senior Vice President - The Clorox Company
General Counsel and Secretary, The Clorox 1221 Broadway
Company Oakland, CA 94612-1888
Anne M. Tatlock Vice Chairman/Member--Office of the Fiduciary Trust Company International
Chairman/Director, FRI 600 5th Avenue, 4th Floor
New York, NY 10020-2302
Donald G. Taylor Senior Vice President, FAS Franklin Advisory Services, LLC
One Parker Plaza, 9th Floor
Fort Lee, NJ 07024-2938
Craig S. Tyle Executive Vice President/General Counsel, Franklin Resources, Inc.
FRI One Franklin Parkway
San Mateo, CA 94403-1906
Louis E. Woodworth Director, FRI; President, Alpine Corporation Alpine Corporation
1505 7th Avenue West
Seattle, WA 98119
William Y. Yun Executive Vice President - Institutional, Fiduciary Trust Company International
FRI 600 5th Avenue, 4th Floor
New York, NY 10020-2302