SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Exchange Act Rule 14a-11 or 14a-12
Crown Central Petroleum Corporation
_____________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
Crown Central Petroleum Corporation
_____________________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(l), or 14a-6(j)(2).
[ ] $500 per each part to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
________________________________________________________________________
2) Aggregate number of securities to which the transaction applies:
________________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: 1
________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
________________________________________________________________________
3) Filing Party:
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4) Date Filed:
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__________________
1 Set forth the amount on which the filing fee is calculated and state how
it was determined.
<PAGE>
CROWN CENTRAL PETROLEUM CORPORATION
ONE NORTH CHARLES STREET, BALTIMORE, MARYLAND 21201
CROWN NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
(Registered Trademark) APRIL 28, 1994
Baltimore, Maryland
March 24, 1994
To the Stockholders of
CROWN CENTRAL PETROLEUM CORPORATION:
Notice is hereby given that the Annual Meeting of Stockholders of Crown
Central Petroleum Corporation will be held at the office of the Corporation, One
North Charles Street, Baltimore, Maryland on Thursday, the 28th day of April,
1994 at 2:00 o'clock in the afternoon, Eastern Daylight Time, for the following
purposes:
1.To elect a Board of twelve (12) directors, each to serve until the next
Annual Meeting of Stockholders and until his or her successor is elected
and has qualified, ten (10) of such directors to be elected by the
holders of the Class A Common Stock and two (2) of such directors
to be elected by the holders of the Class B Common Stock.
2.To act on the recommendation of the Board of Directors of the Corporation
that the stockholders approve the adoption of the 1994 Long-Term
Incentive Plan.
3.To transact such other business as may properly come before the meeting.
The Board of Directors has fixed the close of business on March 14, 1994 as
the record date for the determination of stockholders entitled to notice of and
to vote at the meeting.
Further information regarding the meeting and nominees for election as
Directors is set forth in the accompanying Proxy Statement.
By order of the Board of Directors,
Dolores B. Rawlings
DOLORES B. RAWLINGS
Secretary
If you do not intend to be present at the meeting, please mark, sign, date
and return the accompanying proxy promptly so that your shares may be
represented and voted at the meeting. A return envelope is enclosed for
your convenience.
<PAGE>
PROXY STATEMENT
This statement is furnished in connection with the solicitation of proxies
on behalf of the Board of Directors of Crown Central Petroleum Corporation
("Crown" or the "Company") for use at the Annual Meeting of Stockholders to be
held at the time and place and for the purposes set forth in the foregoing
Notice of Annual Meeting of Stockholders.
Execution and return of the proxy in the accompanying form will not in any
way affect a stockholder's right to attend the meeting and, if the proxy is
revoked, to vote in person. The stockholder giving the proxy has the power to
revoke it at any time before it is exercised by filing with the Secretary of the
Company a written revocation or duly executed proxy bearing a later date.
Presence at the meeting will not, of itself, revoke the proxy.
The expense of the solicitation of proxies will be borne by the Company. In
addition to mailings to stockholders, officers and other regular employees of
the Company may, to a limited extent, solicit proxies personally or by telephone
or telegraph. The Company will also request those persons who hold stock in
their names or custody, or in the names of nominees, for the benefit of others
to forward copies of such material to the beneficial owners and to request
authority for the execution of proxies.
OUTSTANDING STOCK
On March 14, 1994 the Company had outstanding 4,817,392 shares of Class A
Common Stock and 5,015,206 shares of Class B Common Stock. The holders of the
Class A Common Stock are entitled to elect ten (10) directors, and the holders
of the Class B Common Stock are entitled to elect two (2) directors (who may not
be employees of the Company or any subsidiary of the Company). Each share of
Class A Common Stock is entitled to one vote. Each share of Class B Common Stock
is entitled to one-tenth ( 1/10) vote. Only holders of record at the close of
business on March 14, 1994 are entitled to vote at the meeting.
ELECTION OF DIRECTORS
At the Annual Meeting, twelve (12) directors will be elected, each to serve
until the next Annual Meeting of Stockholders and until his or her successor is
duly elected and has qualified. Two (2) directors (who may not be employees of
the Company or any subsidiary of the Company) will be elected by the holders of
the Class B Common Stock. All other directors will be elected by the holders of
the Class A Common Stock. A plurality of all votes cast by the class will be
sufficient to elect a director. Abstentions and broker non-votes will not be
counted as votes cast. All of the nominees are presently directors of the
Company and were elected at the Annual Meeting of Stockholders on April 22,
1993. There are no family relationships among any of the directors. Edward L.
Rosenberg, Senior Vice President--Finance and Administration, and Frank B.
Rosenberg, Vice President--Marketing, are brothers and are the sons of Henry A.
Rosenberg, Jr., Chairman of the Board and Chief Executive Officer. There are no
other family relationships among any of the directors and any executive officer.
Charles L. Dunlap's employment contract with the Company provides that he will
serve as a director. There is no other arrangement or understanding between any
director and any other person pursuant to which the director was elected.
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Proxies received will be voted in the manner directed in the proxy or, if
no direction is made, for the election of the nominees named below and for
approval of the 1994 Long-Term Incentive Plan. Although it is not expected that
such a contingency will occur, if any nominee declines or is unable to serve,
the proxies will be voted for a substitute nominee and unless otherwise
directed, for the other nominees named below:
<TABLE><CAPTION>
NAME AND AGE ON PRINCIPAL OCCUPATION FOR LAST 5 YEARS; DIRECTOR
JANUARY 31, 1994 DIRECTORSHIPS IN PUBLIC CORPORATIONS SINCE
- ------------------------------ ------------------------------------------------------------------ -----------
To be elected by the holders of the Class A Common Stock:
<S> <C> <C>
JACK AFRICK Retired. Formerly Vice Chairman, UST Inc., September 1990 through 1991
(65) May 1993; Executive Vice President, May 1985 through September
1990; President and Chief Executive Officer, U.S. Tobacco Company,
a subsidiary of UST Inc., May 1987 through September 1990. Also
Vice Chairman and a director of Duty-Free International, Inc., and
a director of Tanger Factory Outlet Centers, Inc. and Transmedia
Network, Inc.
GEORGE L. BUNTING, JR. President and Chief Executive Officer, Bunting Management Group 1992
(53) since July 1991; Chairman and Chief Executive Officer, Noxell
Corporation, April 1986 through June 1991. Also a director of
Mercantile Bankshares Corporation, PHH Corporation and USF&G
Corporation.
MICHAEL F. DACEY North American Sector Executive and Executive Vice President, The 1991
(49) Chase Manhattan Corporation and The Chase Manhattan Bank, N.A.
since December 1987.
CHARLES L. DUNLAP President and Chief Operating Officer of the Company since 1991
(50) December 1991; Executive Vice President and Director, Pacific
Resources Inc., July 1985 through November 1991.
ROBERT M. FREEMAN Chairman of the Board and Chief Executive Officer, Signet Banking 1993
(52) Corporation since April 1990; President and Chief Executive
Officer, April 1989 through March 1990; Vice Chairman, December
1978 to April 1989. Also a director of Signet Banking Corporation.
PATRICIA A. GOLDMAN Senior Vice President-Corporate Communications, USAir, Inc., 1989
(51) February 1988 through January 1994.
WILLIAM L. JEWS President and Chief Executive Officer, Blue Cross and Blue Shield 1992
(42) of Maryland since April 1993; President and Chief Executive
Officer, Dimensions Health Corporation, March 1990 through March
1993; President and Chief Executive Officer, Liberty Medical
Center, Inc., and St. Luke's Lutheran Holding Company June 1986
through February 1990. Also a director of NationsBank Corporation
and the Shelter Development Corporation.
HENRY A. ROSENBERG, JR. Chairman of the Board and Chief Executive Officer of the Company 1955
(64) since May 1975. Also a director of Signet Banking Corporation and
USF&G Corporation.
</TABLE>
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<TABLE><CAPTION>
NAME AND AGE ON PRINCIPAL OCCUPATION FOR LAST 5 YEARS; DIRECTOR
JANUARY 31, 1994 DIRECTORSHIPS IN PUBLIC CORPORATIONS SINCE
- ------------------------------ ------------------------------------------------------------------ -----------
<S> <C> <C>
PHILLIP W. TAFF Executive Vice President, Chief Financial Officer and Chief 1992
(52) Administrative Officer, Greyhound Lines, Inc. since April 1993;
Senior Vice President and Chief Financial Officer, American
Trading and Production Corporation ("ATAPCO") May 1991 to April
1993; Executive Vice President, PHH Corporation and President, PHH
Fleet America, April 1987 through April 1991.
BAILEY A. THOMAS Chairman of the Board and Chief Executive Officer, McCormick & 1993
(63) Company, Inc. since December 1992; President and Chief Executive
Officer, March 1992 to December 1992; President and Chief
Operating Officer, March 1988 to March 1992. Also a director of
McCormick & Company, Inc.
To be elected by the holders of the Class B Common Stock:
THOMAS M. GIBBONS Retired. Formerly Chairman of the Board, The Chesapeake and 1988
(68) Potomac Telephone Companies (part of Bell Atlantic Corporation),
January 1990 through April 1990; Chairman of the Board and Chief
Executive Officer, July 1988 to January 1990; President and Chief
Executive Officer, January 1983 to July 1988.
MALCOLM MCNAIR Retired. Formerly Financial Services Group Representative, Cushman 1972
(69) & Wakefield of Long Island, Inc., January 1988 through May 1989.
</TABLE>
BOARD OF DIRECTORS
The Board of Directors held ten meetings during the past year. Ms. Goldman
attended seven of the ten Board meetings during 1993, and Mr. Thomas attended
five of the seven Board meetings held subsequent to his election. All of the
other directors attended at least 75% of the meetings of the Board of Directors,
and each director attended at least 75% of the meetings of the committees on
which he or she served during the year.
Compensation of Directors:
Each director who is not an employee of the Company or a subsidiary of the
Company is paid $12,000 per year for serving as a director and a meeting fee of
$600, plus travel expenses, for attendance at each meeting. Each non-employee
director who is a member of any committee of the Board of Directors other than
the Executive Committee is paid $3,000 per year for serving on each such
committee. The Chairman of any committee other than the Executive Committee is
paid a fee of $1,000 for serving in that capacity. Directors who are employees
receive no separate compensation for serving on the Board, on any Board
committee or as Chairman of any committee. See the section Interest of
Management and Others in Transactions with the Company and its Subsidiaries in
this Proxy Statement for a description of Mr. Africk's consulting agreement
under which he is paid a fee of $3,000 per month.
Effective September 1, 1983 the Company adopted a Deferred Compensation
Plan for non-employee directors which permits each such director to defer all,
or a portion, of his or her compensation for payment after his or her
termination as a director. The Plan provides for the accrual of interest
quarterly on the funds at the 90-day Treasury Bill rate in effect at the
beginning of the quarter. The director may elect to receive the deferred
compensation in one lump sum payment or in a number of annual installments (not
exceeding ten).
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The standing committees of the Board of Directors include, in addition to
the Executive Committee, which has the authority to act on behalf of the Board
of Directors between meetings, the following:
Audit Committee:
During the past year the Audit Committee has been composed of Messrs.
Bunting, Freeman, McNair, Taff and Africk, Chairman. The Audit Committee met
five times during the past year. The functions which this Committee performs
include: (i) review with the independent public accountants the audit scope and
results of the audit engagement; (ii) review of matters pertaining to internal
audit and other internal control procedures; (iii) review of audited or
unaudited statements to be submitted to the Board for approval; (iv) review of
substantial claims by or against the Company; (v) review of current
accounting-related matters affecting the Company; and (vi) review of the effect
of the scope of non-audit services rendered by the independent public
accountants on their independence.
Executive Compensation and Bonus Committee:
During the past year the Executive Compensation and Bonus Committee has
been composed of Ms. Goldman and Messrs. Dacey, Jews, McNair and Gibbons,
Chairman. The Committee met five times during the past year. In addition to the
administration of the Annual Incentive Plan and the Long-Term Performance Reward
Plan, the Committee has the authority and duty to submit recommendations to the
Board with respect to the salaries of the Chairman of the Board and President
and the authority to submit recommendations to the Board with respect to plans
for the compensation of executives of the Company, including amendments to any
plans for compensation.
REPORT OF EXECUTIVE COMPENSATION AND BONUS COMMITTEE
Historically, the Executive Compensation and Bonus Committee has considered
a number of factors in connection with its approval of salaries of the Company's
Executive Officers. The officer's position description, salary history and
individual performance as reflected in the Chairman's report and recommendations
to the Committee are carefully reviewed. The Company's compensation practices
and those adopted by other companies in the Baltimore and Houston areas as well
as industry comparables (which to the extent practicable reflect median data
from companies of similar size and focus) are also routinely considered.
Approximately half of the twelve companies most recently selected as industry
comparables are included in the more than two dozen companies in the Value Line
Integrated Petroleum Index shown on the Performance Graph in this Proxy
Statement. The Company's most recent review of compensation practices at other
companies suggests that officers' salaries are generally below the median. The
Committee is, to the extent practicable, attempting to insure that increases in
base salaries are targeted to median levels. The factors that are considered in
fixing officers' salaries are not, however, assigned a specific weight, and they
are not directly tied to Company performance. In addition, at times the Company
retains outside consultants to assist it in evaluating executive compensation.
Incentive compensation, on the other hand, is based solely on performance.
Award levels for the Annual Incentive Plan are based on the Company's Income
Before Income Taxes. Ten million dollars of Income Before Income Taxes would
have been required to earn a minimum payment under the 1993 Plan, and the
maximum payout would have been earned at the $30 million dollar level. These
performance levels were fixed by the Committee after a review of the Company's
annual plan and the actual results from prior years, as well as consideration of
industry and economic conditions and the recommendations of management.
Three-fourths of the incentive fund is awarded based on the Company's
performance and one-fourth is based on the individual's performance rating by
the immediate supervisor. All individual ratings are subject to review by
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<PAGE>
the Chairman of the Board and the Committee. No awards were earned under the
Annual Incentive Plan in 1993. Awards under the Long-Term Performance Reward
Plan are based solely on the Company's performance during a three-year period as
measured by average Total Net Income during the period. An average Net Income in
excess of $10 million dollars is required for an award for the 1993-1995 period.
The maximum award payable under the Plan for this cycle requires Total Net
Income to average $28 million dollars. Bonuses under this Plan are calculated as
a percentage of the average of the participant's year-end base pay during the
cycle.
Except as set forth above with respect to the Annual Incentive Plan and the
Long-Term Performance Reward Plan, the Executive Compensation and Bonus
Committee had not previously established specific criteria or factors to be
considered in measuring the corporation's performance for the purpose of fixing
executive compensation or that of the Chief Executive Officer. Mr. Rosenberg's
current salary was established in April 1992 and was not increased during 1993.
Base compensation for Mr. Dunlap is determined by a five-year employment
contract between the Company and Mr. Dunlap. That contract is described in this
Proxy Statement in the section following the Summary Compensation Table.
During 1993, management completed for the Committee a study of salary
levels of employees of other independent petroleum companies and of compensation
policies in general. Concurrently, the Company implemented a company-wide
management system which is based upon pay for performance. In addition, the
Company retained a consulting firm to assist with the development of a
compensation strategy and policies governing executive compensation that reflect
the results of that study and the pay for performance management system that has
been implemented. The new 1994 Annual Incentive Plan and the proposed 1994
Long-Term Incentive Plan are a result of this work.
The 1994 Annual Incentive Plan is a cash plan that may, based upon
Committee approval, be offered to officers, senior management and other key
operational managers. Minimum performance levels, targets and maximum awards are
established by the Committee for each plan year. Participants can earn a
percentage of base salary and from 25-40% of a participant's award is based upon
the individual's performance which is measured by the Crown management system.
The balance of the award is determined by the Company's performance which is
based upon Income Before Income Taxes. Income Before Income Taxes must meet the
annual minimum threshold approved by the Committee for any awards to be earned
in a plan year. The proposed 1994 Long-Term Incentive Plan was also developed
for and has been approved by the Committee. It is described in detail following
the Committee's Report.
It is not currently anticipated that any officer could earn annual
compensation in excess of one million dollars under either the existing or the
proposed compensation plans. Stockholder approval of the 1994 Annual Incentive
Plan would be required for compensation under this plan to qualify for
deductibility under Section 162(m) of the Internal Revenue Code. Some additional
limitations on the performance vested restricted stock portion (but not the
non-qualified stock option portion) of the 1994 Long-Term Incentive Plan might
also be required to qualify that compensation for deductibility. The Committee
will consider recommending such steps as may be required to qualify either
annual or long-term incentive compensation for deductibility if that appears
appropriate at some time in the future.
This Report has been submitted by the Executive Compensation and Bonus
Committee: Thomas M. Gibbons, Chairman; Michael F. Dacey; Patricia A. Goldman;
William L. Jews and Malcolm McNair.
5
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1994 LONG-TERM INCENTIVE PLAN
ADOPTION OF THIS PLAN IS SUBJECT TO STOCKHOLDER APPROVAL
(ITEM 2. ON THE PROXY)
The Board of Directors recommends stockholder approval of the proposed 1994
Long-Term Incentive Plan (the "Plan") that is designed to encourage a high level
of performance from officers and key employees who have significant
responsibilities and who can contribute, in a meaningful way, to the success of
the Company and its subsidiaries. The Awards are intended to attract, motivate
and retain these key employees by insuring that they have an increased
proprietary interest in the business and success of the Company. There are
currently eleven executive officers, including all of those officers listed in
the Summary Compensation Table in this Proxy Statement, and approximately
fifteen key employees eligible for participation in the proposed Plan. The Plan
provides for Awards of Non-qualified Stock Options ("Options") for the purchase
of the Company's Class B Common Stock (the "Stock") and Performance Vested
Restricted Stock ("PVR Stock") which is also awarded in shares of Class B Common
Stock.
Awards will be made by the Executive Compensation and Bonus Committee, or
such other committee as may be designated by the Board (the "Committee"). Awards
of up to a total of 1,100,000 shares of Option Stock and PVR Stock will be
available under the Plan, either from authorized but unissued shares of Class B
Common Stock or from shares of Class B Common Stock purchased specifically for
use under the Plan. The 5,015,206 shares of Class B Common Stock outstanding
will be diluted to the extent that authorized but unissued shares of Class B
Common Stock are used to fund the Plan. No more than 550,000 shares of the total
shares allocated to the Plan may be for awards in the form of PVR Stock, and no
participant may receive more than 150,000 shares of Option Stock or 50,000
shares of PVR Stock in any one year. Shares relating to unexercised Options or
undistributed shares that have been terminated or forfeited may, to the extent
permitted by law, be reissued under the Plan.
Class B Common Stock
Each share of Class B Common Stock, par value $5 per share, is entitled to
one-tenth ( 1/10) vote, and the holders of Class B Common Stock voting as a
class are entitled to elect two (2) directors (who may not be employees of the
Corporation or any subsidiaries of the Company) and to remove directors so
elected. Except as provided with respect to voting rights (and stock
distributions payable in stock which must treat the two classes equally), Class
B Common Stock has the same rights and provisions as the Class A Common Stock.
The Company's Class B Common Stock is listed on the American Stock Exchange, and
the Company intends to apply for the listing of any additional shares of Stock
which may be issued under the Plan. The closing price of the Company's Class B
Common Stock on the American Stock Exchange on February 24, 1994 was $16.75.
Non-qualified Stock Options
The award of a Non-qualified Stock Option will allow the participant to
purchase a specified number of shares of Stock during the term of the Option
which may not exceed 10 years. The option price may not be less than 100% of the
fair market value of the Class B Common Stock on the date the Option is granted.
The number of option shares, term, purchase price and various other terms will
be established by the Committee at the time of the award. Option Stock may be
purchased in cash or the Committee may allow a participant to purchase the
Option Stock by the tender of Stock or by a combination of cash and Stock. To
the extent permitted by law, the Committee may also agree to accept from the
Participant as full or partial payment of the purchase price of Option Stock an
interest-bearing promissory note for future cash payments (not to exceed five
years from the date of the note) which will be secured by a pledge of the shares
of
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Stock. In addition, the Committee may allow the simultaneous exercise of an
Option and sale of shares of Stock with the proceeds of the sale used for the
payment of the purchase price of the Option Shares. The Company is permitted a
tax deduction at the time an Option is exercised equal to the "spread" which is
the difference between the market price at the time of exercise and the option
price. The Participant will recognize ordinary income on the spread at the time
of exercise and may also be subject to a capital gains tax upon the sale of the
Stock.
Performance Vested Restricted Stock
Performance Vested Restricted Stock is issued to a participant subject to
the attainment of performance goals and the satisfaction of various restrictions
established by the Committee. The initial performance goals will be based upon
the Company's Net Margin which is defined in the Plan as Refining Gross Margin
minus Total Refining Costs plus the Marketing Contribution minus Administrative
Costs. These terms are also defined in the Plan. In addition, Income Before
Income Taxes must meet the minimum threshold approved by the Committee for any
Awards of PVR Stock to be earned under the Plan. The Committee has the authority
under the Plan to adjust goals as it may, in its discretion, determine is
appropriate under the circumstances. Subject to the restrictions (which may also
be applied to dividends and other distributions prior to the Stock being fully
vested) and such other terms and conditions as the Committee may establish, the
Participant shall have the rights of a holder of the Stock. The stock
certificate shall bear an appropriate restrictive legend and be subject to
appropriate stop-transfer orders, or it may be held in the custody of the
Company until the restrictions lapse. The Company is permitted a tax deduction
equal to the market value of the Stock at the time it vests. The Participant
recognizes ordinary income equal to the market value of the Stock at the time it
vests and is subject to a capital gains tax when the Stock is sold.
Each Award shall be evidenced by an Award Agreement signed by the
Participant and the Company setting forth the shares of Stock subject to the
Award and the terms and conditions of the Award. Awards shall not be assignable
or transferable, and in accordance with the terms in the Award, may be subject
to forfeiture or cancellation upon retirement, disability, death or termination
of employment with the Company. Awards to statutory insiders will require
minimum holding periods for Stock and derivative securities granted under the
Plan. Subject to certain restrictions, the Committee may permit the surrender of
outstanding Awards in order to exercise other Awards or in exchange for new
Awards. The Committee may also agree to accelerated time periods, purchase
outstanding Awards for cash or make adjustments or modifications to outstanding
Awards as it deems appropriate to maintain and protect the rights of
Participants in the event there is an actual or anticipated change of control of
the Company as defined in the Plan. Participants may receive cash awards in
addition to PVR Stock if performance exceeds the target index established for
the applicable performance period. The Plan is unfunded and Participants have no
rights other than as unsecured creditors of the Company. No Awards may be
granted more than 10 years from the effective date of the Plan.
The description of the Plan set forth above is intended to cover only the
material features of the Plan. Specific details concerning the provisions that
have been described and additional information may be obtained by referring to
the actual Plan, a copy of which is included as an Exhibit to this Proxy
Statement.
The Plan is subject to stockholder approval. Two-thirds ( 2/3) of the votes
cast at the meeting will be required for stockholder approval. Abstentions and
broker non-votes will not be counted as votes cast. The Board of Directors
recommends a vote for approval of the 1994 Long-Term Incentive Plan.
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Subject to stockholder approval of the Plan, the Executive Compensation and
Bonus Committee of the Board has approved the granting of initial Awards to
Participants as of February 24, 1994. The table below sets forth information
concerning the proposed Awards. The Committee will grant Awards annually to
Participants (and groups of Participants) as it deems appropriate to satisfy the
objectives of the Plan, subject only to the limitations set forth in the Plan on
the number of shares that may be awarded annually to any one individual.
NEW PLAN BENEFITS
<TABLE><CAPTION>
1994 LONG-TERM INCENTIVE PLAN1
------------------------------------------------
NAME AND POSITION DOLLAR VALUE($)2 NUMBER OF UNITS
- --------------------------------------------------------- ---------------- ------------------------------
<S> <C> <C>
Henry A. Rosenberg, Jr................................... -- 25,000 Option Shares
Chairman of the Board and Chief Executive Officer $ 418,500 24,800 PVR Stock Shares
Charles L. Dunlap........................................ -- 15,800 Option Shares
President and Chief Operating Officer 263,250 15,600 PVR Stock Shares
Thomas L. Owsley......................................... -- 4,700 Option Shares
Vice President--Legal 75,938 4,500 PVR Stock Shares
George R. Sutherland, Jr................................. -- 4,700 Option Shares
Vice President--Supply and Transportation 75,928 4,500 PVR Stock Shares
Randall M. Trembly....................................... -- 4,700 Option Shares
Vice President--Refining 75,938 4,500 PVR Stock Shares
Executive Group.......................................... -- 83,800 Option Shares
(including those Executive Officers listed above) 1,377,000 81,600 PVR Stock Shares
Non-Executive Officer.................................... -- 18,000 Option Shares
Employee Group 288,563 17,100 PVR Stock Shares
</TABLE>
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1 Directors who are not officers of the Company are not eligible to participate
in the Plan.
2 Based on the average of the highest and lowest sale price of the Company's
Class B Common Stock on the American Stock Exchange on February 24, 1994.
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SECURITY OWNERSHIP BY CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the shares of each class of the Company's
stock and the percentage of each class owned by all persons known by the Company
to be the beneficial owner of more than 5% of the shares of any class on January
31, 1994:
<TABLE><CAPTION>
NAME AND ADDRESS OF PERCENTAGE
BENEFICIAL OWNER TITLE OF CLASS AMOUNT OF CLASS
- --------------------------------------- ------------------------------- ----------- -----------
<S> <C> <C> <C>
American Trading and Production Class A Common Stock 2,471,188 51.30
Corporation "group"(a) Class B Common Stock 614,709 12.26
Blaustein Building
P.0. Box 238
Baltimore, MD 21203
A.I.C. Limited "group"(b) Class A Common Stock 448,900 9.32
7930 Clayton Road
St. Louis, MO 63117
Heine Securities Corporation Class A Common Stock 242,700 5.04
51 John F. Kennedy Parkway Class B Common Stock 463,600 9.24
Short Hills, NJ 07078(c)
Sound Shore Management, Inc. Class B Common Stock 343,200 6.84
Eight Sound Shore Drive
P.O. Box 1810
Greenwich, CT 06836(d)
</TABLE>
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(a) ATAPCO (holder of 2,366,526 shares of Class A Common Stock and 591,629
shares of Class B Common Stock) and various persons who (or whose spouse)
hold stock in that corporation either individually or in a fiduciary or
beneficial capacity (holders of 104,662 shares of Class A Common Stock and
23,080 shares of Class B Common Stock) are a "group" as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Exchange
Act").
(b) This information was obtained from a report on Schedule 13D dated January
14, 1983, and an amendment dated May 24, 1990, which were filed with the
Securities and Exchange Commission (the "Commission"). A.I.C. Limited, the
record owner of 448,900 shares of Class A Common Stock, and two associates,
who have no record ownership of Class A Common Stock, are a "group" as that
term is used in Section 13(d)(3) of the Exchange Act.
(c) This information was obtained from a report on Schedule 13G dated February
12, 1993 filed with the Commission. Heine Securities Corporation is a
registered investment advisor.
(d) This information was obtained from a report on Schedule 13G dated February
1, 1991 filed with the Commission. Sound Shore Management, Inc. is a
registered investment advisor.
9
<PAGE>
The following table sets forth the number of shares of each class of the
Company's stock and the percentage of each class owned by each of the directors
and nominees, by certain executive officers and by all directors and officers as
a group on January 31, 1994:
<TABLE><CAPTION>
SHARES OF SECURITIES BENEFICIALLY OWNED
ON JANUARY 31, 1994 (A)
--------------------------------------------
CLASS B
CLASS A COMMON STOCK
COMMON STOCK
---------------------- --------------------
AMOUNT % AMOUNT %
----------- --------- --------- ---------
<S> <C> <C> <C> <C>
Jack Africk..................................................... -- 500 (b)
George L. Bunting, Jr. ......................................... -- 800 (b)
Michael F. Dacey................................................ 1,000 (b) --
Charles L. Dunlap............................................... -- 2,500 (b)
Robert M. Freeman............................................... 1,000 (b) --
Thomas M. Gibbons............................................... 200 (b) --
Patricia A. Goldman............................................. 100 (b) --
William L. Jews................................................. -- 200 (b)
Malcolm McNair.................................................. 251 (b)(c) 36 (b)
Thomas L. Owsley................................................ 8,861 (b) 148 (b)
Henry A. Rosenberg, Jr.(d)...................................... 2,471,188 51.30 614,709 12.26
George R. Sutherland, Jr.(e).................................... 250 (b) 1,225 (b)
Phillip W. Taff................................................. 500 (b) --
Bailey A. Thomas................................................ 500 (b) --
Randall M. Trembly.............................................. 11,458 (b) 85 (b)
All Directors, Nominees and Officers as a group including those
listed above (21 individuals)................................... 2,502,496 51.95 620,704 12.38
</TABLE>
- ---------------
<TABLE>
<S> <C>
(a) Unless otherwise noted, the director holds sole voting and investment power over the shares listed. In
the case of officers of the Company, includes interest in shares held by the trustee under the
Employees Savings Plan.
(b) Represents less than one percent.
(c) Mr. McNair holds 100 shares jointly with his wife with whom he shares voting and investment power.
(d) Henry A. Rosenberg, Jr. is a director and stockholder of ATAPCO which is a member of the "group" (as
that term is used in Section 13(d)(3) of the Exchange Act) referred to in the first table under this
heading, "Security Ownership by Certain Beneficial Owners and Management." The shares listed are the
shares owned by the ATAPCO "group." Henry A. Rosenberg, Jr. owns shares of preferred stock and is a
beneficiary of a trust of which he is one of the trustees holding common stock of ATAPCO. In addition,
Mr. Rosenberg is one of the trustees of other trusts, in which he has no beneficial interest, which own
shares of preferred and common stock of ATAPCO. Of the shares listed above, Mr. Rosenberg holds 21,132
shares of Class A Common Stock and 2,187 shares of Class B Common Stock individually and in the
Company's Employees Savings Plan.
(e) Mr. Sutherland holds his stock jointly with his wife with whom he shares voting and investment power.
</TABLE>
Based upon a review of the Forms 3, 4 and 5 and any amendments thereto,
filed with the Commission and furnished to the Company as well as letters
provided to the Company by various reporting persons, the Company is of the
opinion that no reporting person has failed to file on a timely basis the
reports required by Section 16(a) of the Exchange Act during the Company's most
recent fiscal year.
10
<PAGE>
INTEREST OF MANAGEMENT AND OTHERS
IN TRANSACTIONS WITH THE COMPANY AND ITS SUBSIDIARIES
In the ordinary course of business, the Company leases offices in an office
building owned by American Trading Real Estate Company, Inc., all of the stock
of which is owned by American Trading Real Estate Properties, Inc., a
wholly-owned subsidiary of ATAPCO of which Messrs. Henry A. Rosenberg, Jr. and
Edward L. Rosenberg are directors and stockholders, and Mr. Frank B. Rosenberg
is a stockholder. During 1993 the total rent paid including escalation was
$1,031,059 which was no greater than the rent charged others for comparable
space in such building. In addition, the Company paid $61,928 for alterations,
maintenance, and miscellaneous charges, which was no greater than charges to
others for comparable services.
In the ordinary course of business, the Company and its subsidiaries
maintain bank accounts in and relationships with, including from time to time
borrowings from, The Chase Manhattan Bank, N.A., of which Mr. Dacey is an
officer, and Signet Bank/Maryland, a subsidiary of Signet Banking Corporation,
of which Mr. Freeman is an officer and a director and Mr. Henry A. Rosenberg,
Jr. is a director. Signet Bank/Maryland is also the Trustee of the Company's
Retirement Plan.
Effective November 1, 1993, Mr. Africk became a general business advisor
and consultant to the Company for which he is paid a consultancy fee of $3,000
per month. His work in this capacity is in addition to his service as a
Director, member of the Executive Committee and Chairman of the Audit Committee.
ADDITIONAL INFORMATION WITH RESPECT TO COMPENSATION COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION DECISIONS
As noted above, Mr. Dacey, a member of the Executive Compensation and Bonus
Committee, is an officer of The Chase Manhattan Bank, N.A. In the normal course
of business, the Company and its subsidiaries maintain bank accounts and
relationships, including borrowings, with Chase Manhattan Bank.
11
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation awarded to, earned by or
paid to the chief executive officer and the other four most highly compensated
executive officers for all services rendered in all capacities to the Company
and its subsidiaries during the last three fiscal years:
<TABLE><CAPTION>
LONG-TERM1
ANNUAL COMPENSATION COMPENSATION
-------------------------------------------------- ------------
NAME AND OTHER ANNUAL LTIP ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION2 PAYOUTS COMPENSATION3
<S> <C> <C> <C> <C> <C> <C>
Henry A. Rosenberg, Jr. 1993 $ 525,000 -0- $ 17,734 -0- $ 15,736
Chairman of the Board and Chief 1992 521,668 -0- 17,520 -0- 15,670
Executive Officer 1991 501,672 -0- $ 125,698
Charles L. Dunlap 1993 $ 381,672 -0- $ 16,224 -0- $ 13,777
President and Chief Operating 1992 375,000 -0- 15,210 -0- 3,833
Officer 1991 31,250 $ 100,0004 -0-
Thomas L. Owsley 1993 $ 148,000 -0- $ 13,225 -0- $ 7,038
Vice President--Legal 1992 137,000 -0- 13,044 -0- 6,914
1991 132,500 -0- $ 33,692
George R. Sutherland, Jr. 1993 $ 152,504 -0- $ 12,265 -0- $ 5,322
Vice President--Supply and 1992 75,577 -0- 5,322 -0- 1,241
Transportation 1991 N/A N/A N/A
Randall M. Trembly 1993 $ 145,000 -0- $ 12,000 -0- $ 6,034
Vice President--Refining 1992 135,000 -0- 12,000 -0- 6,945
1991 119,667 -0- $ 31,250
</TABLE>
1 These amounts represent payments made under the Company's Long-Term
Performance Reward Plan which is based on the Company's earnings during a
three-year period, and bonuses are calculated as a percentage of the employee's
year-end base pay during the cycle.
2 These amounts include automobile allowances, gasoline allowances, and the
tax gross-ups applicable to the gasoline allowances. Information for years prior
to 1992 is not required. Perquisites below the required reporting levels are not
included in this Table.
3 These amounts include imputed income related to excess life insurance,
payments for executive medical insurance and the Company's matching payments
under the Employees Savings Plan. Information for years prior to 1992 is not
required. In 1993, the inputed income for Mr. Rosenberg was $4,176; for Mr.
Dunlap, $2,218 and for Mr. Sutherland, $1,072. The executive medical payments
for the officers listed in the table were $1,560. The balance of the amount
reported for 1993 represents the Company's matching payments under the Employees
Savings Plan.
4 Mr. Dunlap joined the Company in 1991 and was paid a signing bonus of
$100,000.
Employment Agreement with Charles L. Dunlap
Mr. Dunlap has an employment agreement with the Company to serve as the
President and Chief Operating Officer for a term of five years beginning on
December 1, 1991 and ending on November 30, 1996. The contract is automatically
extended from year to year unless either party
12
<PAGE>
gives a proper notice of termination to the other party. Under the agreement,
Mr. Dunlap is entitled to receive a minimum base salary of $375,000 per year and
to participate in the Company's bonus, incentive and benefit plans including the
Company's Supplemental Retirement Income Plan for Senior Executives. The
agreement fixes the rights of the parties in the event of termination of
employment during the term of the agreement, and it includes a non-compete
provision which places certain limitations upon Mr. Dunlap's activities.
LONG-TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR
<TABLE><CAPTION>
ESTIMATED FUTURE PAYOUT
UNDER NON-STOCK PRICE-BASED PLANSA
PERFORMANCE OR OTHER ---------------------------------------
NAME PERIOD UNTIL PAYOUT THRESHOLD MID POINT MAXIMUM
- ------------------------------------ ------------------------------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
Henry A. Rosenberg, Jr. ............ Jan. 1, 1993-Dec. 31, 1995 -0- $ 105,000 $ 210,000
Charles L. Dunlap................... Jan. 1, 1993-Dec. 31, 1995 -0- 77,002 154,003
Thomas L. Owsley.................... Jan. 1, 1993-Dec. 31, 1995 -0- 30,600 61,200
George R. Sutherland, Jr. .......... Jan. 1, 1993-Dec. 31, 1995 -0- 30,751 61,502
Randall M. Trembly.................. Jan. 1, 1993-Dec. 31, 1995 -0- 30,000 60,000
</TABLE>
- ---------------
a The Table reflects participation levels established in the last fiscal year
for awards under the Long-Term Performance Reward Plan. As noted in the
Executive Compensation and Bonus Committee Report, bonus payments are based on
the Company's performance during the three-year period as measured by Total
Net Income. The Company reported a loss for 1993, the first year in the
current cycle. Payout levels are calculated as a percentage of the
participant's year-end base pay during the cycle. Awards for performance
between established levels are interpolated; and, accordingly, payments can
range between 0 and the maximum shown in the Table. Levels in the Table are
based on current salaries.
PENSION PLAN TABLE
<TABLE><CAPTION>
YEARS OF SERVICE
----------------------------------------------------------------------------
REMUNERATION 15 20 25 30 35 45
- ---------------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
$ 150,000 $ 54,000 $ 72,000 $ 94,500 $ 117,000 $ 139,500 $ 184,500
200,000 72,000 96,000 126,000 156,000 186,000 246,000
250,000 90,000 120,000 157,500 195,000 232,500 307,500
300,000 108,000 144,000 189,000 234,000 279,000 369,000
400,000 144,000 192,000 252,000 312,000 372,000 492,000
500,000 180,000 240,000 315,000 390,000 465,000 615,000
</TABLE>
The table above reflects the retirement benefits (life annuity with 60
months certain) which would be payable under the Company's Retirement Plan at
various base salary levels and years of service projected to normal retirement.
On July 1, 1993, the Company's Retirement Income Plan was merged into its
Pension Plan which was renamed the Retirement Plan. The Retirement Plan is a
career average plan with benefits based on taxable compensation. Limitations
imposed by the Internal Revenue Code or any other statute are not reflected in
the table since the Company's Supplemental Retirement Income Plan for Senior
Executives is designed to provide or restore to participants the benefits that
would have been received under the Retirement Plan if calculated without regard
to such limitations. Henry A. Rosenberg, Jr. and Charles L. Dunlap are currently
covered by the Supplemental Retirement Income Plan and Thomas L. Owsley, George
R. Sutherland, Jr. and Randall M. Trembly will be eligible to participate at age
55 if they are designated as participants by the Board of Directors. The
estimated years of credited service projected to normal retirement for the
executives listed in the Summary Compensation Table are: Henry A. Rosenberg,
Jr., 42.33; Charles L. Dunlap, 16.5; Thomas L. Owsley, 23.58; George R.
Sutherland, Jr., 17.42; and Randall M. Trembly, 27.88.
13
<PAGE>
PERFORMANCE GRAPH
TOTAL SHAREHOLDER RETURN COMPARISON
(AMOUNTS IN DOLLARS)
<TABLE><CAPTION>
1988 1989 1990 1991 1992 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
CROWN COMMON $100 $148 $115 $116 $ 68 $ 78
AMEX MARKET VALUE INDEX 100 124 101 129 130 156
VALUE LINE INT. PET. INDEX 100 137 146 158 154 186
</TABLE>
The graph above plots the cumulative shareholder's return on a $100
investment in Crown Common Stock (Class A and Class B combined on a weighted
market value basis) over a five-year period assuming that all dividends are
reinvested. The American Stock Exchange Market Value Index and the Value Line
Integrated Petroleum Index are also shown on the graph for comparative purposes.
It should be noted that the Value Line Index includes a number of major oil
companies that are significantly larger than Crown. Many of these companies are
also engaged in the upstream production of both crude oil and natural gas and
are in other lines of business in addition to their refining and marketing
activities.
14
<PAGE>
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The principal independent public accountant for the Company and its
subsidiaries since the organization of the Company has been Ernst & Young or its
predecessor, and such firm has been selected again for the current fiscal year.
A representative of Ernst & Young will be present at the Annual Meeting of
Stockholders and while no statement is intended to be made by such
representative, he will respond to any questions directed to him.
STOCKHOLDERS' PROPOSALS FOR THE 1995 ANNUAL MEETING
Proposals of stockholders of the Company intended to be presented at the
Annual Stockholders Meeting of the Company in 1995 must be received by the
Secretary of the Company, One North Charles Street, P.O. Box 1168, Baltimore,
Maryland 21203 not later than November 25, 1994 and must otherwise comply with
the rules of the Commission to be eligible for inclusion in the Proxy Statement
for the Annual Meeting in 1995.
OTHER MATTERS
Management does not know of any other business to come before the meeting
other than as set forth in the Notice of Annual Meeting of Stockholders.
However, if any other business should properly come before the meeting, the
proxies will be voted with respect thereto in accordance with the direction of
the proxy holders.
INFORMATION INCORPORATED BY REFERENCE
The Company's Financial Statements and Supplementary Data (Item 8),
Management's Discussion and Analysis of Financial Condition and Results of
Operations (Item 7), Changes in and Disagreements with Auditors on Accounting
and Financial Disclosure (Item 9) and supplementary financial information with
respect to Quarterly Results of Operations are set forth in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1993, and are hereby
incorporated by reference.
DOLORES B. RAWLINGS
Secretary
March 24, 1994
15
<PAGE>
EXHIBIT
CROWN CENTRAL PETROLEUM CORPORATION
1994 LONG-TERM INCENTIVE PLAN
SECTION 1: ESTABLISHMENT AND PURPOSE
The purpose of the Crown Central Petroleum Corporation 1994 Long-Term
Incentive Plan (the "Plan") is to benefit the Corporation and its Subsidiaries.
The Plan is also intended to benefit the Corporation's stockholders by
encouraging high levels of performance by individuals who are key to the success
of the Corporation and its Subsidiaries and to enable the Corporation and its
Subsidiaries to attract, motivate and retain talented and experienced
individuals essential to the Corporation's success. This is to be accomplished
by providing such employees an opportunity to obtain or increase their
proprietary interest in the Corporation's performance and by providing such
employees with additional incentives to remain with the Corporation and its
Subsidiaries.
SECTION 2: DEFINITIONS
The following terms, as used herein, shall have the meaning specified:
<TABLE>
<S> <C>
a. "ADMINISTRATIVE COSTS" means total administrative operating expenses exclusive of refinery,
supply and transportation, and marketing expenses plus total interest expense including
capitalized interest costs net of interest income as determined by the Committee under the
Corporation's regular accounting practices applied on a consistent basis.
b. "AWARD" means Non-qualified Stock Options and Performance Vested Restricted Stock granted
pursuant to Section 4 hereof.
c. "AWARD AGREEMENT" means an agreement described in Section 6 hereof entered into between the
Corporation and a Participant, setting forth the terms and conditions applicable to the Award
granted to the Participant.
d. "BOARD OF DIRECTORS" means the Board of Directors of the Corporation as it may be comprised
from time to time.
e. "CAUSE" means an act that constitutes cause for termination of employment under the
Corporation or Subsidiary's normal personnel practices.
f. "CODE" means the Internal Revenue Code of 1986, and any successor statute, and the regulations
promulgated thereunder, as it or they may be amended from time to time.
g. "COMMITTEE" means the Committee as defined in Section 8 hereof.
h. "CORPORATION" means Crown Central Petroleum Corporation, and any successor corporation.
i. "COVERED EMPLOYEE" means a covered employee within the meaning of Code Section 162(m)(3).
j. "EMPLOYEE" means officers and other key employees of the Corporation or a Subsidiary, but
excludes directors who are not also officers or employees of the Corporation.
k. "EXCHANGE ACT" means the Securities Exchange Act of 1934, and any successor statute, as it may
be amended from time to time.
l. "FAIR MARKET VALUE" means the average of the highest and lowest sale price of the Stock as
reported on the American Stock Exchange on the relevant date, or if no sale of the Stock is
reported for such date, the next preceding day for which there is a reported sale.
m. "INSIDER" means any person who is subject to Section 16.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
n. "MARKETING CONTRIBUTION" means Crown's marketing revenues minus expenses as determined by the
Committee under the Corporation's regular accounting practices applied on a consistent basis.
o. "NET MARGIN" means the Corporation's Refining Gross Margin reduced by Total Refining Costs and
Administrative Costs and increased by the Marketing Contribution as determined by the
Committee under the Corporation's regular accounting practices applied on a consistent basis.
p. "NON-QUALIFIED STOCK OPTION" means an option to purchase Stock that is granted pursuant to
Section 4(a) hereof that does not meet the requirements of Code Section 422, or if meeting
those requirements, is not intended to be an incentive stock option under Code Section 422.
q. "PARTICIPANT" means any Employee who has been granted an Award pursuant to this Plan.
r. "REFINING GROSS MARGIN" means the measure of actual gross margin at the refinery (revenues
minus costs of goods) as determined by the Committee under the Corporation's regular
accounting practices applied on a consistent basis compared to a model for optimal refining
performance as determined by the Committee.
s. "SECTION 16" means Section 16 of the Exchange Act, and any successor statutory provision, and
the rules promulgated thereunder, as it or they may be amended from time to time.
t. "STOCK" means shares of Class B Common Stock of the Corporation, par value $5 per share, or
any security of the Corporation issued in substitution, exchange or lieu thereof.
u. "SUBSIDIARY" means any corporation in which the Corporation, directly or indirectly, controls
50% or more of the total combined voting power of all classes of such corporation's stock.
v. "TOTAL REFINING COSTS" means total refinery operating costs as determined by the Committee
under the Corporation's regular accounting practices applied on a consistent basis.
</TABLE>
SECTION 3: ELIGIBILITY
Persons eligible for Awards shall consist of Employees who hold positions
of significant responsibility with the Corporation and/or a Subsidiary or whose
performance or potential contribution, in the judgment of the Committee, will
benefit the future success of the Corporation and/or a Subsidiary.
SECTION 4: AWARDS
The Committee may grant either of the following types of Awards, singly or
in combination, as the Committee may in its sole discretion determine:
<TABLE>
<S> <C>
a. NON-QUALIFIED STOCK OPTIONS. A Non-qualified Stock Option is an option to purchase a specific
number of shares of Stock during such specified time as the Committee may determine, not to
exceed ten (10) years, at a price not less than 100% of the Fair Market Value of the Stock on
the date the option is granted.
</TABLE>
<TABLE>
<S> <C>
1) The purchase price of the Stock subject to the option may be paid in cash. At the
discretion of the Committee at the time of exercise or as provided in the Award
Agreement, the purchase price may also be paid by the tender of Stock (the value of such
Stock shall be its Fair Market Value on the date of exercise), or through a combination
of Stock and cash, or through such other means as the
2
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Committee determines are consistent with the Plan's purpose and applicable law. No
fractional shares of Stock will be issued or accepted.
2) Without limiting the foregoing, to the extent permitted by law (including relevant state
law), (A) the Committee may agree to accept as full or partial payment of the purchase
price of Stock issued upon exercise of options, a promissory note of the Participant
evidencing the Participant's obligation to make future cash payments to the Corporation,
which promissory notes shall be payable as determined by the Committee (but in no event
later than five (5) years after the date thereof), shall be secured by a pledge of the
shares of Stock purchased, and shall bear interest at a rate established by the Committee
which shall be at least equal to the minimum interest rate required at the time to avoid
imputed interest under the Code, and (B) the Committee may also permit Participants, at
the time of exercise or as provided in the Award Agreement, simultaneously to exercise
options and sell the shares of Stock thereby acquired, pursuant to a brokerage or similar
arrangement approved in advance by the Committee, and use the proceeds from such sale as
payment of the purchase price of such Stock.
</TABLE>
<TABLE>
<S> <C>
b. PERFORMANCE VESTED RESTRICTED STOCK. Performance Vested Restricted Stock is Stock that is
issued to a Participant and is subject to the attainment of performance goals, restrictions on
transfer or such other restrictions on incidents of ownership, if any, as the Committee may
determine.
</TABLE>
<TABLE>
<S> <C>
1) The performance goals shall be based on such measure or measures of performance, which
may include, but need not be limited to, the performance of the Corporation, one or more
Subsidiaries or one or more of their divisions or units, or any combination of the
foregoing, as the Committee shall determine, and may be applied on an absolute basis or
be relative to industry or other indices, or any combination thereof. Unless otherwise
provided in an Award, such performance goals may be adjusted in any manner by the
Committee in its discretion at any time and from time to time if it determines that such
performance goals are not appropriate under the circumstances. The performance goals for
Covered Employees shall be based on the Corporation's Net Margin unless prior to the
grant of an Award the Committee determines that another performance measurement or
measurements, including but not limited to net income, income before taxes or return on
equity, should be substituted.
2) Subject to such restrictions, the Participant as owner of such shares of Performance
Vested Restricted Stock shall have the rights of the holder thereof, except that the
Committee may provide at the time of the Award that any dividends or other distributions
paid on such Stock while subject to such restrictions shall be accumulated or reinvested
in Stock and held subject to the same restrictions as the Performance Vested Restricted
Stock and such other terms and conditions as the Committee shall determine.
3) A certificate for the shares of Performance Vested Restricted Stock, which certificate
shall be registered in the name of the Participant, shall bear an appropriate restrictive
legend and shall be subject to appropriate stop-transfer orders or the certificates
representing shares of Performance Vested Restricted Stock shall be held in custody by
the Corporation until the restrictions relating thereto otherwise lapse and the
Participant shall deliver to the Corporation a stock power endorsed in blank relating to
the Performance Vested Restricted Stock.
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
4) Awards of Performance Vested Restricted Stock shall also provide for an additional
payment of cash to the Participant to the extent that the performance goals established
with respect thereto have been exceeded, as provided in the Award Agreement, however,
provided that the maximum cash payment with respect to any Award of Performance Vested
Restricted Stock shall not exceed the dollar amount determined by multiplying (i) the
Fair Market Value of the Stock as of the date the restrictions with regard to such Award
lapse by (ii) one-half of the number of Performance Vested Restricted Shares set forth in
the Award. Any such cash payment shall be made as soon as practicable after the
restrictions with regard to the Performance Vested Restricted Stock to which the cash
payment relates lapse.
</TABLE>
SECTION 5: SHARES OF STOCK AVAILABLE UNDER PLAN
<TABLE>
<S> <C>
a. Subject to the adjustment provisions of Section 9 hereof, the number of shares of Stock with
respect to which Awards may be granted under the Plan shall not exceed 1,100,000 shares of
Stock; provided that no more than 550,000 of the shares of Stock available for Awards shall be
available for Awards in the form of Performance Vested Restricted Stock; and provided further
that no single Participant shall receive, in any one calendar year, Awards (i) in the form of
Non-qualified Stock Options with respect to more than 150,000 shares of Stock and (ii) for
more than 50,000 Performance Vested Restricted Shares, as determined for purposes of Code
Section 162(m).
b. To the extent permitted under Section 16, any unexercised or undistributed portion of any
terminated or forfeited Award shall be available for further Awards in addition to those
available under Section 5(a) hereof. Shares surrendered by a Participant or retained by the
Corporation in payment of applicable withholding taxes under Section 6(a)(4) hereof may, if
permissible under Rule 16b-3 of the Exchange Act, also be available for further Awards.
c. The Stock which may be issued pursuant to an Award under the Plan may be authorized but
unissued Stock, or Stock that is acquired, subsequently or in anticipation of the transaction,
in the open market to satisfy the requirements of the Plan.
</TABLE>
SECTION 6: AWARD AGREEMENTS
Each Award under the Plan shall be evidenced by an Award Agreement setting
forth the number of shares of Stock subject to the Award and such other terms
and conditions applicable to the Award, as determined by the Committee, not
inconsistent with the terms of the Plan.
<TABLE>
<S> <C>
a. Award Agreements shall include the following terms:
</TABLE>
<TABLE>
<S> <C>
1) NON-ASSIGNABILITY. A provision that no Award shall be assignable or transferable except
by will or by laws of descent and distribution and that, during the lifetime of a
Participant, the Award shall be exercised only by such Participant or by his or her
guardian or legal representative.
2) TERMINATION OF EMPLOYMENT.
A. A provision describing the treatment of an Award in the event of the retirement,
disability, death or other termination of a Participant's employment with the
Corporation or a Subsidiary, including but not limited to terms relating to the
vesting, time for exercise, forfeiture or cancellation of an Award in such
circumstances. Participants who terminate employment due to retirement, permanent
disability, or death prior to the satisfaction of
4
</TABLE>
<PAGE>
<TABLE>
<S> <C>
applicable conditions and restrictions associated with their Award(s) may be entitled
to a prorated Awards(s) as and to the extent determined by the Committee.
B. A provision that for purposes of the Plan, (i) a transfer of an Employee from the
Corporation to a Subsidiary or affiliate of the Corporation, whether or not
incorporated, or vice versa, or from one Subsidiary or affiliate of the Corporation
to another, and (ii) a leave of absence, duly authorized in writing by the
Corporation, shall not be deemed a termination of employment.
C. A provision describing the effect of an event of Cause on an Award.
</TABLE>
<TABLE>
<S> <C>
3) RIGHTS AS A STOCKHOLDER. A provision stating that a Participant shall have no rights as a
stockholder with respect to any Stock covered by an Award of a Non-qualified Stock Option
until the date the Participant becomes the holder of record. Except as provided in
Section 9 hereof, no adjustment shall be made for dividends or other rights, unless the
Award Agreement specifically requires such adjustment.
4) WITHHOLDING. A provision requiring the withholding of applicable taxes required by law
from all amounts paid in satisfaction of an Award. A Participant may satisfy the
withholding obligation by (A) paying the amount of any taxes in cash, (B) with the
approval of the Committee at the time applicable taxes are due or as provided in the
Award Agreement, shares of Stock may be deducted from the payment to satisfy the
obligation in full or in part, or (C) with the approval of the Committee at the time
applicable withholding taxes are due or as provided in the Award Agreement, deliver
already owned Stock to satisfy the obligation in full or in part. The amount of the
withholding and the number of shares to be deducted shall be determined by the Committee
with reference to the Fair Market Value of the Stock when the withholding is required to
be made. Any use of Stock by an Insider for payment of applicable withholding taxes shall
be subject to the provisions of Rule 16b-3 as to the manner and timing of the election.
5) EXECUTION. A provision stating that no Award is enforceable until the Award Agreement or
a receipt has been signed by the Participant and the Corporation or a Subsidiary. By
executing the Award Agreement or receipt, a Participant shall be deemed to have accepted
and consented to any action taken under the Plan by the Committee, the Board of Directors
or their delegates.
6) HOLDING PERIOD. In the case of an Award to an Insider: (A) of an equity security, a
provision stating (or the effect of which is to require) that such security must be held
for at least six (6) months (or such longer period as the Committee in its discretion
specifies) from the date of acquisition; or (B) of a derivative security with a fixed
exercise price within the meaning of Section 16, a provision stating (or the effect of
which is to require) that at least six (6) months (or such longer period as the Committee
in its discretion specifies) must elapse from the date of acquisition of the derivative
security to the date of disposition of the derivative security (other than upon exercise
or conversion) or its underlying equity security.
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b. Award Agreements may include the following terms:
1) REPLACEMENT AND SUBSTITUTION. Any provisions (A) permitting the surrender of outstanding
Awards or securities held by the Participant in order to exercise or realize rights under
other Awards, or in exchange for the grant of new Awards
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under similar or different terms or (B) requiring holders of Awards to surrender outstanding
Awards as a condition precedent to the grant of new Awards under the Plan.
2) OTHER TERMS. Such other terms as the Committee may determine are necessary and
appropriate to effect an Award to the Participant, including, but not limited to, the
term of the Award, vesting provisions, any requirements for continued employment with the
Corporation or a Subsidiary, any other restrictions or conditions (including performance
goals) on the Award and the method by which restrictions or conditions lapse, the effect
on the Award of a change in control of the Corporation, the price, amount or value of
Awards, and the terms, if any, pursuant to which a Participant may elect to defer the
receipt of cash or Stock under an Award.
</TABLE>
SECTION 7: AMENDMENT AND TERMINATION
The Board of Directors may at any time amend, suspend or discontinue the
Plan, in whole or in part. The Committee may at any time alter or amend any or
all Award Agreements under the Plan to the extent permitted by law, but no such
alteration or amendment shall impair the rights of any holder of an Award
without the holder's consent, except to preserve the Plan's qualification as a
safe harbor plan under Section 16. However, no such action may, without approval
of the stockholders of the Corporation, be effective with respect to (A) any
Insider if such approval is required by Section 16, or (B) any Covered Employee
if such approval is required by Code Section 162(m)(4)(C).
SECTION 8: ADMINISTRATION
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a. The Plan and all Awards granted pursuant thereto shall be administered by a Committee of the
Board of Directors, which Committee shall consist of not less than three (3) members of such
Board of Directors and shall be constituted so as to permit the Plan to comply with the
administration requirements of Rule 16b-3(c)(2)(i) and (ii) of the Exchange Act and Code
Section 162(m)(4)(C). The members of the Committee shall be designated by the Board of
Directors. Unless the Board provides otherwise, the Committee shall be the Executive
Compensation and Bonus Committee of the Board of Directors. A majority of the members of the
Committee shall constitute a quorum. The vote of a majority of a quorum shall constitute
action by the Committee.
b. The Committee shall have the power to interpret and administer the Plan. All questions of
interpretation with respect to the Plan, the number of shares of Stock or other security or
rights granted and the terms of any Award Agreements, including the timing, pricing, and
amounts of Awards, shall be determined by the Committee, and its determination shall be final
and conclusive upon all parties in interest. The Committee's determinations under the Plan
need not be uniform and may be made by it selectively among Employees who receive, or are
eligible to receive, Awards under the Plan, whether or not such persons are similarly
situated.
c. In the event of any conflict between an Award Agreement and this Plan, the terms of this Plan
shall govern.
d. It is the intent of the Corporation that this Plan and Awards hereunder satisfy, and be
interpreted in a manner that satisfies, (i) in the case of Participants who are or may be
Insiders, the applicable requirements of Rule 16b-3 of the Exchange Act, so that such persons
will be entitled to the benefits of Rule 16b-3, or other exemptive rules under Section 16, and
will not be subjected to avoidable liability thereunder;
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(ii) with respect to Non-qualified Stock Options in the case of Participants who are or may be
Covered Employees, the applicable requirements of Code Section 162(m) so that the tax
deduction for the Corporation or a Subsidiary for remuneration in respect of this Plan for
services performed by such Covered Employees with respect to such Non-qualified Stock Options,
is not disallowed in whole or in part by the operation of such Code Section, and (iii) with
respect to Performance Vested Restricted Stock in the case of Participants who are or may be
Covered Employees, the applicable requirements of Code Section 162(m) to the extent designated
by the Committee at the time of an Award. If any provision of this Plan or of any Award would
otherwise frustrate or conflict with the intent expressed in this Section 8(d), that provision
to the extent possible shall be interpreted and deemed amended so as to avoid such conflict.
To the extent of any remaining irreconcilable conflict with such intent, such provision shall
be deemed void as applicable to Insiders and/or Covered Employees, as applicable.
e. The Committee may delegate to the officers or employees of the Corporation and its
Subsidiaries the authority to execute and deliver such instruments and documents, to do all
such acts and things, and to take all such other steps deemed necessary, advisable or
convenient for the effective administration of the Plan in accordance with its terms and
purpose, except that the Committee may not delegate any discretionary authority with respect
to substantive decisions or functions regarding the Plan or Awards thereunder as these relate
to Insiders or Covered Employees, including, but not limited to, decisions regarding the
timing, eligibility, pricing, amount or other material terms of such Awards.
</TABLE>
SECTION 9: ADJUSTMENT PROVISIONS
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a. In the event of any change in the outstanding shares of Stock by reason of a stock dividend or
split, recapitalization, merger or consolidation (whether or not the Corporation is a
surviving corporation), reorganization, combination or exchange of shares or other similar
corporate changes or an extraordinary dividend payback in cash or property, the number of
shares of Stock (or other securities) then remaining subject to this Plan, and the maximum
number of shares that may be issued to any single participant pursuant to this Plan, including
those that are then covered by outstanding Awards, shall (i) in the event of an increase in
the number of outstanding shares, be proportionately increased and the price for each share
then covered by an outstanding Award shall be proportionately reduced, and (ii) in the event
of a reduction in the number of outstanding shares, be proportionately reduced and the price
for each share then covered by an outstanding Award shall be proportionately increased.
b. The Committee shall make any further adjustments as it deems necessary to ensure equitable
treatment of any holder of an Award as the result of any transaction affecting the securities
subject to the Plan not described in (a), or as is required or authorized under the terms of
any applicable Award Agreement.
c. The existence of the Plan and the Awards granted hereunder shall not affect or restrict in any
way the right or power of the Board of Directors or the shareholders of the Corporation to
make or authorize any adjustment, recapitalization, reorganization or other capital structure
of its business, any merger or consolidation of the Corporation, any issue of bonds,
debentures, preferred or prior preference stock ahead of or affecting the Stock or the rights
thereof, the dissolution or liquidation of the Corporation or any sale or transfer of all or
any part of its assets or business, or any other corporate act or proceeding.
</TABLE>
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SECTION 10: CHANGE OF CONTROL
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a. In the event of a change in control of the Corporation, in addition to any action required or
authorized by the terms of an Award Agreement, the Committee may, in its sole discretion
unless otherwise provided in an Award Agreement, take any of the following actions as a
result, or in anticipation, of any such event:
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1) accelerate time periods for purposes of vesting in, or realizing gain from, any
outstanding Award made pursuant to this Plan;
2) offer to purchase any outstanding Award made pursuant to this Plan from the holder for
its equivalent cash value, as determined by the Committee, as of the date of the change
of control; or
3) make adjustments or modifications to outstanding Awards as the Committee deems
appropriate to maintain and protect the rights and interests of Participants following
such change of control.
Any such action approved by the Committee shall be conclusive and binding on the Corporation and all
Participants.
</TABLE>
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b. For purposes of this Section, a change of control shall include the following:
</TABLE>
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1) A tender offer or exchange offer is made whereby the effect of such offer is to take over
and control the affairs of the Corporation, and such offer is consummated for the
ownership of securities of the Corporation representing twenty percent (20%) or more of
the combined voting power of the Corporation's then outstanding voting securities.
2) The Corporation is merged or consolidated with another corporation and, as a result of
such merger or consolidation, less than seventy-five percent (75%) of the combined voting
power of the outstanding voting securities of the surviving or resulting corporation
shall then be owned in the aggregate by the former stockholders of the Corporation.
3) The Corporation transfers substantially all of its assets to another corporation or
entity that is not a wholly owned subsidiary of the Corporation.
4) Any person (as such term is used in Sections 3(a)(9) and 13(d)(3) of the Exchange Act) is
or becomes the beneficial owner, directly or indirectly, of securities of the Corporation
representing twenty percent (20%) or more of the combined voting power of the
Corporation's then outstanding securities, and the effect of such ownership is to take
over and control the affairs of the Corporation.
5) As the result of a tender offer, merger, consolidation, sale of assets, or contested
election, or any combination of such transactions, the persons who were members of the
Board of Directors of the Corporation immediately before the transaction, cease to
constitute at least a majority thereof.
</TABLE>
SECTION 11: UNFUNDED PLAN
The Plan shall be unfunded. No provision of the Plan or any Award Agreement
will require the Corporation or its Subsidiaries, for the purpose of satisfying
any obligations under the Plan, to purchase assets or place any assets in a
trust or other entity to which contributions are made or otherwise to segregate
any assets, nor will the Corporation or its Subsidiaries maintain separate bank
accounts, books, records or other evidence of the existence of a segregated or
separately maintained or administered fund for such purposes. Participants will
have no rights under the Plan other than as unsecured general creditors of the
Corporation and its Subsidiaries, except that
8
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insofar as they may have become entitled to payment of additional compensation
by performance of services, they will have the same rights as other employees
under generally applicable law.
SECTION 12: LIMITS OF LIABILITY
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a. Any liability of the Corporation or a Subsidiary to any Participant with respect to an Award
shall be based solely upon contractual obligations created by the Plan and the Award
Agreement.
b. Neither the Corporation nor a Subsidiary, nor any member of the Board of Directors or of the
Committee, nor any other person participating in any determination of any question under the
Plan, or in the interpretation, administration or application of the Plan, shall have any
liability to any party for any action taken or not taken in good faith under the Plan.
</TABLE>
SECTION 13: RIGHTS OF EMPLOYEES
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a. Status as an eligible Employee shall not be construed as a commitment that any Award will be
made under this Plan to such eligible Employee or to eligible Employees generally.
b. Nothing contained in this Plan or in any Award Agreement (or in any other documents related to
this Plan or to any Award or Award Agreement) shall confer upon any Employee or Participant
any right to continue in the employ or other service of the Corporation or a Subsidiary or
constitute any contract or limit in any way the right of the Corporation or a Subsidiary to
change such person's compensation or other benefits or to terminate the employment or other
service of such person with or without cause.
</TABLE>
SECTION 14: TERM
The Plan shall be adopted by the Board of Directors effective as of January
1, 1994, subject to approval by the Corporation's stockholders. The Committee
may grant Awards prior to stockholder approval, provided, however, that Awards
granted prior to such stockholder approval are automatically canceled if
stockholder approval is not obtained at or prior to the period ending twelve
months after the date the Plan is adopted. Notwithstanding anything to the
contrary herein, no Award may be exercisable prior to the date stockholder
approval is obtained. The Plan shall remain in effect until all Awards under the
Plan have been exercised or terminated under the terms of the Plan and
applicable Award Agreements, provided that Awards under the Plan may only be
granted within ten years from the effective date of the Plan.
SECTION 15: REQUIREMENTS OF AND GOVERNING LAW
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a. The Plan, the Award Agreements and all actions taken hereunder or thereunder shall be governed
by, and construed in accordance with, the laws of the state of Maryland without regard to the
conflict of law principles thereof.
b. Notwithstanding anything contained herein or in any Award Agreement to the contrary, the
Corporation shall not be required to sell or issue shares of Stock hereunder if the issuance
thereof would constitute a violation by the Participant or the Corporation of any provisions
of any law or regulation of any governmental authority or any national securities exchange;
and as a condition of any sale or issuance the Corporation may require such agreements or
undertakings, if any, as the Corporation may deem necessary or advisable to assure compliance
with any such law or regulation.
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9
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Stockholders
Crown Central Petroleum Corporation
We have audited the accompanying consolidated balance sheets of Crown Central
Petroleum Corporation and subsidiaries as of December 31, 1993 and 1992, and
the related consolidated statements of operations, changes in common
stockholders' equity, and cash flows for each of the three years in the period
ended December 31, 1993. Our audits also included the financial statement
schedules listed in the index at Item 14(a). These financial statements and
schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Crown
Central Petroleum Corporation and subsidiaries at December 31, 1993 and 1992,
and the consolidated results of their operations and their cash flows for each
of the three years in the period ended December 31, 1993, in conformity with
generally accepted accounting principles. Also, in our opinion, the related
financial statement schedules, when considered in relation to the basic
financial statements taken as a whole, present fairly in all material respects
the information set forth therein.
As discussed in Notes D and F of the consolidated financial statements,
effective January 1, 1992, the Company changed its method of accounting for
income taxes and postretirement benefits other than pensions.
Ernst & Young
Baltimore, Maryland
February 24, 1994
<PAGE>
CROWN CENTRAL PETROLEUM CORPORATION
P.O. BOX 1168
BALTIMORE, MARYLAND 21203
PROXY FOR CLASS A COMMON STOCK
Solicited on behalf of the Board of Directors
for the Annual Meeting of Stockholders-April 28, 1994
Reserving the right of revocation, the undersigned hereby appoints as his or
her proxy or proxies, with full power of substitution, Thomas L. Owsley,
Dolores B. Rawlings, and Henry A. Rosenberg, Jr., or any one or more of them,
to vote all Class A Common Stock of the undersigned at the Annual Meeting of
Stockholders of Crown Central Petroleum Corporation, a Maryland corporation, to
be held at the offices of the Corporation, One North Charles Street, Baltimore,
Maryland on Thursday, April 28, 1994 or at any ajournment of said meeting, on
the following matters.
(Continued and to be signed, on other side)
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES LISTED AND A VOTE FOR THE APPROVAL OF THE
1994 LONG-TERM INCENTIVE PLAN.
1. For the election of ten (10) directors
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VOTE FOR all VOTE WITHHELD Nominees: Jack Africk, George L. Bunting, Jr., Michael F. Dacey, Charles L. Dunlap,
nominees listed from all nominees Robert M. Freeman, Patricia A. Goldman, William L. Jews, Henry A. Rosenberg, Jr.,
(except as written Phillip W. Taff and Bailey A. Thomas
to the right) (Check only one box)
[] [] -----------------------------------------------------------------------------------
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2. For the approval of the 1994 3. In their discretion on any other matter or matters This proxy when properly executed will
Long-Term Incentive Plan which may properly come before said meeting or be voted in the manner directed by the
any adjournment thereof. undersigned stockholder. If no direction
is made, this proxy will be voted for
the election of the nominees named and
for approval of the 1994 Long-Term
Incentive Plan.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
[] [] [] [] [] []
Dated:_________day of________, 1994
-----------------------------------
(Signature)
-----------------------------------
(Signature if held jointly)
This proxy should be signed by the
stockholder in person. If a joint
account, all joint owners should
sign.
PLEASE MARK, DATE, SIGN AND RETURN
THIS PROXY IN THE ENCLOSED ENVELOPE.
</TABLE>
<PAGE>
CROWN CENTRAL PETROLEUM CORPORATION
P.O. BOX 1168
BALTIMORE, MARYLAND 21203
PROXY FOR CLASS B COMMON STOCK
Solicited on behalf of the Board of Directors
for the Annual Meeting of Stockholders-April 28, 1994
Reserving the right of revocation, the undersigned hereby appoints as his or
her proxy or proxies, with full power of substitution, Thomas L. Owsley,
Dolores B. Rawlings, and Henry A. Rosenberg, Jr., or any one or more of them,
to vote all Class B Common Stock of the undersigned at the Annual Meeting of
Stockholders of Crown Central Petroleum Corporation, a Maryland corporation, to
be held at the offices of the Corporation, One North Charles Street, Baltimore,
Maryland on Thursday, April 28, 1994 or at any ajournment of said meeting, on
the following matters.
(Continued and to be signed, on other side)
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<CAPTION>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES LISTED AND A VOTE FOR THE APPROVAL OF THE
1994 LONG-TERM INCENTIVE PLAN.
1. For the election of two (2) directors
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VOTE FOR all VOTE WITHHELD Nominees: Thomas M. Gibbons and Malcolm McNair
nominees listed from all nominees (Check only one box)
(except as written
to the right)
[] [] -----------------------------------------------------------------------------------
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2. For the approval of the 1994 3. In their discretion on any other matter or matters This proxy when properly executed will
Long-Term Incentive Plan which may properly come before said meeting or be voted in the manner directed by the
any adjournment thereof. undersigned stockholder. If no direction
is made, this proxy will be voted for
the election of the nominees named and
for approval of the 1994 Long-Term
Incentive Plan.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
[] [] [] [] [] []
Dated:_________day of________, 1994
-----------------------------------
(Signature)
-----------------------------------
(Signature if held jointly)
This proxy should be signed by the
stockholder in person. If a joint
account, all joint owners should
sign.
PLEASE MARK, DATE, SIGN AND RETURN
THIS PROXY IN THE ENCLOSED ENVELOPE.
</TABLE>
