10-K/A 1 e84513e10vkza.txt CROWLEY MARITIME CORPORATION -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (AMENDMENT NO. 1) (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 33-94884
CROWLEY MARITIME CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 94-3148464 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 155 GRAND AVENUE, 94612 OAKLAND, CALIFORNIA (Zip Code) (Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (510) 251-7500 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED ------------------- ----------------------------------------- None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (sec.229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). [ ] Yes [X] No The aggregate market value of the shares of the registrant's $0.01 par value voting common stock held by non-affiliates of the registrant as of June 28, 2002 was $26,283,142.40 (based upon $1,258 per share being the average of the closing bid and asked price on June 28, 2002 as reported in the Pink Sheets). In making this calculation the issuer has assumed, without admitting for any purpose, that all directors of the registrant are affiliates. As of March 17, 2003, 89,710 shares of voting common stock, $.01 par value per share and 46,138 shares of Class N non-voting common stock, $.01 par value per share, were outstanding. DOCUMENTS INCORPORATED BY REFERENCE The information set forth under Part III, Items 10, 11, 12, and 13 of this Report is, pursuant to General Instruction G(3), incorporated by reference from the registrant's definitive proxy statement filed with the Securities and Exchange Commission pursuant to Regulation 14A for the 2003 annual meeting of stockholders (the "2003 Proxy Statement") that will be filed no later than 120 days after the end of the year to which this report relates. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- INTRODUCTORY NOTE This Amendment No. 1 on Form 10-K/A (the "Amendment") is being filed solely for the purpose of including the certifications required by 18 U.S.C. Section 1350 as Exhibit 99.1 and Exhibit 99.2, which exhibits inadvertently set forth the certifications required by Exchange Act Rule 13a-14 and Form 10-K. This Amendment does not reflect events occurring after the filing of the original Form 10-K, or modify or update the disclosures therein in any way other than as required to provide the certifications and exhibits set forth below. 2 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) The following documents are filed as part of this report: 1. Consolidated financial statements. See Table of Contents to "Item 8. Financial Statements and Supplementary Data" on page 39. 2. Consolidated financial statement schedules. See Table of Contents to "Item 8. Financial Statements and Supplementary Data" on page 39. 3. Exhibits.
EXHIBIT NUMBER DESCRIPTION ------- ----------- 2.1 Acquisition Agreement for MTL Petrolink Corp. by and among Marine Transport Corporation, as Seller, American Eagle Tankers Inc. Limited, as Buyer, and Crowley Maritime Corporation, as Guarantor, dated April 29, 2002** 3.1 Certificate of Amendment of Restated Certificate of Incorporation of Crowley Maritime Corporation* 3.2 Certificate of Amendment of Restated Certificate of Incorporation of Crowley Maritime Corporation* 3.3 Restated Certificate of Incorporation of Crowley Maritime Corporation* 3.4 Restated By-Laws of Crowley Maritime Corporation* 4.1 Form of Common Stock certificate* 10.1 $115,000,000 Amended and Restated Credit Agreement* 10.2 Crowley Maritime Corporation Deferred Compensation Plan as amended and restated*# 10.3 Crowley Maritime Corporation Deferred Compensation Plan Trust Agreement as amended*# 10.4 Crowley Maritime Corporation 2001 Management Incentive Plan*# 10.5 Individual Executive Benefit Agreement between Crowley Maritime Corporation and James B. Rettig*# 10.6 Split Dollar Life Insurance Agreement between Crowley Maritime Corporation and Thomas B. Crowley, Jr. dated as of April 1, 1992*# 10.7 Amendment to Split Dollar Life Insurance Agreement between Crowley Maritime Corporation and Thomas B. Crowley, Jr. dated as of May 1, 1995*# 10.8 Second Amendment to Split Dollar Life Insurance Agreement between Crowley Maritime Corporation and Thomas B. Crowley, Jr., as Trustee of the Thomas B. Crowley, Jr. Revocable Trust u/t/a dtd. July 1, 1998 by and between Thomas B. Crowley, Jr., as trustor and as trustee, dated as of July 20, 1998*# 10.9 Split Dollar Life Insurance Agreement (1035 Exchange Policy) between Crowley Maritime Corporation and Thomas B. Crowley, Jr. dated as of July 20, 1998*# 10.10 Split Dollar Life Insurance Agreement (New Policies) between Crowley Maritime Corporation and Thomas B. Crowley, Jr. dated as of July 20, 1998*# 10.11 Split Dollar Life Insurance Agreement between Crowley Maritime Corporation, Thomas B. Crowley, Jr. and Christine S. Crowley, as Distributing Trustee of the 1998 Crowley Family Generation -- Skipping Trust u/t/d dtd/ November 12, 1998 by and between Thomas B. Crowley, Jr., as trustor and as trustee, dated as of November 24, 1998*# 10.12 Letter Agreement and Consents regarding $115,000,000 Amended and Restated Credit Agreement***
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EXHIBIT NUMBER DESCRIPTION ------- ----------- 11 Statement regarding computation of per share earnings (incorporated herein by reference to Note 12 to the Crowley Maritime Corporation Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" of this Registration Statement) 21 List of all Subsidiaries**** 99.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 99.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
------------------------ * Incorporated by reference to the indicated exhibit to the Company's Registration Statement on Form 10 filed April 1, 2002. ** Incorporated by reference to the indicated exhibit to Amendment No. 1 of the Company's Registration Statement on Form 10 filed June 4, 2002. *** Incorporated by reference to the indicated exhibit to the Company's Form 10-Q for the quarter ended June 30, 2002. **** Incorporated by reference to the indicated exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2002 filed on March 19, 2003. # Management contract or compensatory plan or arrangement. (b) Reports on Form 8-K No reports on Form 8-K were filed by the Registrant during the last quarter of the fiscal year covered by this report. 4 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CROWLEY MARITIME CORPORATION By: /s/ THOMAS B. CROWLEY, JR. ------------------------------------ Thomas B. Crowley, Jr. Chairman of the Board, President and Chief Executive Officer Date: March 21, 2003 By: /s/ RICHARD L. SWINTON ------------------------------------ Richard L. Swinton Vice President, Tax and Audit (Principal Financial Officer) Date: March 21, 2003 5 CERTIFICATIONS I, Thomas B. Crowley, Jr., Chairman of the Board, President and Chief Executive Officer of Crowley Maritime Corporation, certify that: 1. I have reviewed this annual report on Form 10-K of Crowley Maritime Corporation; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. /s/ THOMAS B. CROWLEY, JR. -------------------------------------- Thomas B. Crowley, Jr. Chairman of the Board, President and Chief Executive Officer Date: March 21, 2003 6 I, Richard L. Swinton, Vice President, Tax & Audit of Crowley Maritime Corporation, certify that: 1. I have reviewed this annual report on Form 10-K of Crowley Maritime Corporation; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. /s/ RICHARD L. SWINTON -------------------------------------- Richard L. Swinton Vice President, Tax and Audit Date: March 21, 2003 7
EXHIBIT EXHIBIT INDEX NUMBER DESCRIPTION ------- ----------- 2.1 Acquisition Agreement for MTL Petrolink Corp. by and among Marine Transport Corporation, as Seller, American Eagle Tankers Inc. Limited, as Buyer, and Crowley Maritime Corporation, as Guarantor, dated April 29, 2002** 3.1 Certificate of Amendment of Restated Certificate of Incorporation of Crowley Maritime Corporation* 3.2 Certificate of Amendment of Restated Certificate of Incorporation of Crowley Maritime Corporation* 3.3 Restated Certificate of Incorporation of Crowley Maritime Corporation* 3.4 Restated By-Laws of Crowley Maritime Corporation* 4.1 Form of Common Stock certificate* 10.1 $115,000,000 Amended and Restated Credit Agreement* 10.2 Crowley Maritime Corporation Deferred Compensation Plan as amended and restated*# 10.3 Crowley Maritime Corporation Deferred Compensation Plan Trust Agreement as amended*# 10.4 Crowley Maritime Corporation 2001 Management Incentive Plan*# 10.5 Individual Executive Benefit Agreement between Crowley Maritime Corporation and James B. Rettig*# 10.6 Split Dollar Life Insurance Agreement between Crowley Maritime Corporation and Thomas B. Crowley, Jr. dated as of April 1, 1992*# 10.7 Amendment to Split Dollar Life Insurance Agreement between Crowley Maritime Corporation and Thomas B. Crowley, Jr. dated as of May 1, 1995*# 10.8 Second Amendment to Split Dollar Life Insurance Agreement between Crowley Maritime Corporation and Thomas B. Crowley, Jr., as Trustee of the Thomas B. Crowley, Jr. Revocable Trust u/t/a dtd. July 1, 1998 by and between Thomas B. Crowley, Jr., as trustor and as trustee, dated as of July 20, 1998*# 10.9 Split Dollar Life Insurance Agreement (1035 Exchange Policy) between Crowley Maritime Corporation and Thomas B. Crowley, Jr. dated as of July 20, 1998*# 10.10 Split Dollar Life Insurance Agreement (New Policies) between Crowley Maritime Corporation and Thomas B. Crowley, Jr. dated as of July 20, 1998*# 10.11 Split Dollar Life Insurance Agreement between Crowley Maritime Corporation, Thomas B. Crowley, Jr. and Christine S. Crowley, as Distributing Trustee of the 1998 Crowley Family Generation -- Skipping Trust u/t/d dtd/ November 12, 1998 by and between Thomas B. Crowley, Jr., as trustor and as trustee, dated as of November 24, 1998*# 10.12 Letter Agreement and Consents regarding $115,000,000 Amended and Restated Credit Agreement*** 11 Statement regarding computation of per share earnings (incorporated herein by reference to Note 12 to the Crowley Maritime Corporation Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" of this Registration Statement) 21 List of all Subsidiaries**** 99.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 99.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
--------------- * Incorporated by reference to the indicated exhibit to the Company's Registration Statement on Form 10 filed April 1, 2002. ** Incorporated by reference to the indicated exhibit to Amendment No. 1 of the Company's Registration Statement on Form 10 filed June 4, 2002. *** Incorporated by reference to the indicated exhibit to the Company's Form 10-Q for the quarter ended June 30, 2002. **** Incorporated by reference to the indicated exhibit to the Company's annual report on Form 10-K for the year ended December 31, 2002 filed on March 19, 2003. # Management contract or compensatory plan or arrangement.