<PAGE>
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, 1993
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 1-1059
CROWN CENTRAL PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 52-0550682
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
ONE NORTH CHARLES STREET
BALTIMORE, MARYLAND 21201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(410) 539-7400
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on which Registered
Class A Common Stock - $5 Par Value American Stock Exchange
Class B Common Stock - $5 Par Value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K 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. [X]
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, and (2) has been
subject to such filing requirements for the past 90 days.
YES X NO __
The aggregate market value of the voting stock held by nonaffiliates
as of January 31, 1994 was $112,731,000.
The number of shares outstanding at February 15, 1994 of the
registrant's $5 par value Class A and Class B Common Stock was
4,817,392 shares and 5,015,206 shares, respectively.
-1-
<PAGE>
This Amendment to the Annual Report on Form 10-K for the fiscal year
ended December 31, 1993 is being filed by Crown Central Petroleum
Corporation in order to amend the following:
Item 14 Exhibits, Financial Statement Schedules, and Reports on Form
8-K (a)(3) and (c) List of Exhibits
Exhibit
Number
99 FORM 11-K
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Amendment to be signed on its
behalf by the undersigned thereunto duly authorized.
CROWN CENTRAL PETROLEUM CORPORATION
John E. Wheeler, Jr.
John E. Wheeler, Jr.
Senior Vice President - Treasurer and
Controller, Chief Accounting Officer and Duly
Authorized Officer
Date : June 24, 1994
-2-
<PAGE>
EXHIBIT 99
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ____________
Commission File Number 1-1059
CROWN CENTRAL EMPLOYEES SAVINGS PLAN
(Title of Plan)
CROWN CENTRAL PETROLEUM CORPORATION
One North Charles Street
Baltimore, Maryland 21201
(Name and address of principal executive offices of issuer of the
securities)
<PAGE>
Audited Financial Statements
and Schedules
Crown Central Employees Savings Plan
Years ended December 31, 1993 and 1992
with Report of Independent Auditors
<PAGE>
Crown Central Employees Savings Plan
Audited Financial Statements
and Schedules
Years ended December 31, 1993 and 1992
Contents
Audited Financial Statements
Report of Independent Auditors 1
Statements of Net Assets Available for Benefits 2
Statements of Changes in
Net Assets Available for Benefits 3
Notes to Financial Statements 4
Department of Labor Schedules
Item 27a -- Schedule of Assets Held
for Investment Purposes 19
Item 27d -- Schedule of Reportable Transactions 20
<PAGE>
Report of Independent Auditors
Crown Central Employees Savings Plan
Baltimore, Maryland
We have audited the accompanying statements of net assets available for
benefits of the Crown Central Employees Savings Plan as of December 31,
1993 and 1992, and the related statements of changes in net assets
available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements
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 financial statements referred to above present
fairly, in all material respects, the net assets available for benefits
of the Crown Central Employees Savings Plan at December 31, 1993 and
1992, and the changes in its net assets available for benefits for the
years then ended, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental
schedules of assets held for investment purposes as of December 31,
1993 and reportable transactions for the year then ended, are presented
for purposes of complying with the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974, and are not a required part of the
financial statements. These supplemental schedules have been subjected
to the auditing procedures applied in our audit of the 1993 financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the 1993 financial statements taken as a whole.
Ernst & Young
May 31, 1994
- 1 -
<PAGE>
<TABLE>
<CAPTION>
Crown Central Employees Savings Plan
Statements of Net Assets Available for Benefits
December 31
1993 1992
----------- -----------
<S> <C> <C>
ASSETS
Investments, at fair value:
U.S. Savings Bonds--Series E and EE $ 1,215,795 $ 1,201,455
Crown Central Petroleum Corporation
Class A and Class B Common Stock 5,328,751 3,977,050
T. Rowe Price Funds:
International Stock Fund 880,657 -
U.S. Treasury Money Fund 10,623,920 7,018,602
U.S. Treasury Intermediate Bond Fund 3,172,226 2,137,534
Equity Income Fund 7,450,946 3,685,178
Spectrum Income Fund 1,010,869 -
Spectrum Growth Fund 2,581,277 806,153
Guaranteed Fixed Income Funds 6,257,212 14,183,853
Participant Loans 2,194,657 1,833,317
----------- -----------
Total investments 40,716,310 34,843,142
Contributions receivable 484,672 504,563
Interest and dividends receivable 12,194 11,761
Cash 29,837 30
----------- -----------
Net assets available for benefits $41,243,013 $35,359,496
=========== ===========
<FN>
See accompanying notes
- 2 -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Crown Central Employees Savings Plan
Statements of Changes in Net Assets Available for Benefits
Year Ended December 31
1993 1992
----------------- -----------------
<S> <C> <C>
Net investment income:
Interest $ 1,403,472 $ 1,683,100
Dividends 870,019 377,526
----------- -----------
Net investment income 2,273,491 2,060,626
Contributions 5,409,194 5,769,181
----------- -----------
Total additions 7,682,685 7,829,807
Withdrawals (2,673,901) (3,429,217)
Net realized (loss) gain
on sale of investments (83,383) 63,761
Net unrealized appreciation (depreciation)
in aggregate fair value of investments 958,116 (2,549,149)
----------- -----------
Net increase in net assets
available for benefits 5,883,517 1,915,202
Net assets available for benefits
at beginning of year 35,359,496 33,444,294
----------- -----------
Net assets available for benefits
at end of year $41,243,013 $35,359,496
=========== ===========
<FN>
See accompanying notes.
- 3 -
</TABLE>
<PAGE>
Crown Central Employees Savings Plan
Notes to Financial Statements
1. SUMMARY OF ACCOUNTING POLICIES
Investments in Crown Central Petroleum Corporation Class A and
Class B Common Stock are reported at fair value, based on published
market prices. U.S. Savings Bonds, T. Rowe Price Funds, and
Guaranteed Fixed Income Funds are reported at current redemption
value.
The change in the difference between cost and market value is
reflected in the statements of changes in net assets available for
benefits as unrealized appreciation (depreciation) in the aggregate
fair value of investments. The realized gain or loss on investments
is the difference between the proceeds and the specific cost of the
investments.
Benefits are recorded when paid.
2. PLAN DESCRIPTION
The Plan was adopted on January 1, 1955 by Crown Central Petroleum
Corporation (the "Corporation"). The participating companies in the
Plan are Crown Central Petroleum Corporation, La Gloria Oil & Gas
Company, McMurrey Pipeline Company, Crown Central Pipe Line Company
and Crown-Rancho Pipe Line Corporation, including service station and
convenience store employees. The purpose of the Plan is to encourage
employees to save regularly and to provide additional funds upon
retirement. An employee is eligible to participate in the Plan upon
attaining 21 years of age and having completed one year of service
with at least 1,000 hours worked.
Employees contribute to the Plan through payroll deduction, up to a
maximum of 12% of their base pay. The Corporation's contribution for
all participating companies is equal to 50% of the employees'
contributions up to a maximum of 8% of their base pay. Contributions
to the Plan are invested in the available investment options in
accordance with the participants' election. A terminating member of
the Plan is paid the current value of their contributions to the Plan
reduced by any outstanding loan balances, but unless the member is
fully vested, as defined, they must forfeit the current value of the
employer's contribution to their account. In accordance with the
terms of the Plan, such forfeitures are applied to reduce future
contributions required of the employers.
Effective January 1, 1992, T. Rowe Price Trust Company became the
Trustee for the Plan. Under this arrangement the investment options
offered are Crown Class A Common Stock and various T. Rowe Price
funds. Those investments in Crown Class B Common Stock, U.S. Savings
Bonds and Guaranteed Fixed Income Funds remain in the Plan as frozen
options which can be liquidated at the participant's discretion; or
at contract maturity in the case of the fixed income funds.
- 4 -
<PAGE>
Crown Central Employees Savings Plan
Notes to Financial Statements (continued)
2. PLAN DESCRIPTION (continued)
Participants have the option to borrow from the vested portion of their
account. The maximum loan permitted is the lesser of (1) $50,000 or
(2) 50% of the nonforfeitable value of the account determined on the
most recent valuation available to the Administrator prior to the date
of the loan, as adjusted for distributions or contributions. The
minimum loan permitted is $1,000. The term of each loan shall be for
a minimum of one year and a maximum of five years and shall bear
interest equal to the prime rate on the last day of the prior month in
which the loan request is signed.
The participating companies have the right to terminate the Plan at any
time. In the event of termination of the Plan, the individual
participants and the beneficiaries and legal representatives of
deceased participants are to be paid, at their option, the balance in
their accounts including non-vested employer contributions, reduced by
any outstanding loan balances, in cash or in kind.
All costs and expenses incurred in connection with the administration
of the Plan are borne by the participating companies.
Information about the Plan Agreement is contained in the pamphlet
"Summary Plan Description". Copies of this pamphlet are available from
the Corporation's Human Resources Department.
3. INVESTMENTS
The fair value of individual investments that represent 5% or more of
the Plan's net assets available for benefits is as follows:
<TABLE>
<CAPTION>
December 31
1993 1992
----------- -----------
<S> <C> <C>
Crown Central Petroleum Corporation
Class A Common Stock $ 5,125,421 $ 3,799,027
T. Rowe Price Funds:
U.S. Treasury Money Fund 10,623,920 7,018,602
U.S. Treasury Intermediate Bond Fund 3,172,226 2,137,534
Equity Income Fund 7,450,946 3,685,178
Spectrum Growth Fund 2,581,277 -
</TABLE>
- 5 -
<PAGE>
Crown Central Employees Savings Plan
Notes to Financial Statements (continued)
3. Investments (continued)
<TABLE>
<CAPTION>
December 31
1993 1992
----------- -----------
<S> <C> <C>
Guaranteed Investment Contracts:
Travelers Insurance Company #GR14680 - 4,390,448
Travelers Insurance Company #GR15543 4,483,379 4,608,093
Phoenix Mutual Life Insurance Company - 3,498,904
</TABLE>
4. EMPLOYEE AND COMPANY CONTRIBUTIONS
Employee and Company contributions made to the Plan for the years ended
December 31 were as follows:
1993 1992
---------------------- ----------------------
Employee Company Employee Company
---------- ---------- ---------- ----------
$3,839,652 $1,569,542 $4,144,673 $1,624,508
========== ========== ========== ==========
5. FEDERAL INCOME TAXES
The Internal Revenue Service has determined and informed the
Corporation, that the Plan is qualified and the trust established under
the Plan is tax-exempt, under appropriate sections of the Internal
Revenue Code. The Plan has been amended since receiving the
determination letter. However, the Plan administrator believes that
the Plan is currently designed and being operated in compliance with
the applicable requirements of the Code. Therefore, they believe that
the Plan was qualified and the related trust was tax-exempt as of the
financial statement date.
- 6 -
<PAGE>
Crown Central Employees Savings Plan
Notes to Financial Statements (continued)
6. Reconciliation to Form 5500
The following differences were noted in comparing the Form 5500 for the
year ended December 31, 1993 to the accompanying financial statements:
<TABLE>
<CAPTION>
Amount Per
Form 5500 Amount Per Financial
Line Number Description Form 5500 Statements Difference
- ------------ ---------------- ------------ ----------- ----------
<C> <S> <C> <C> <C>
32 b (4)(A) Aggregate proceeds $ 3,096,332
32 b (4)(B) Aggregate carrying
amount 2,891,707
-----------
32 b (4)(C) Net gain (loss) on
sale of assets: 204,625 $ (83,383) $ 288,008
32 b (5) Unrealized appreciation
(depreciation) of assets 670,108 958,116 (288,008)
<FN>
The difference results from the method of determining cost for financial statement purposes
(historical cost) versus the method required for the preparation of Form 5500 (fair value at the
beginning of the year).
</TABLE>
- 7 -
<PAGE>
Crown Central Employees Savings Plan
Notes to Financial Statements (continued)
<TABLE>
<CAPTION>
Note 7. Statement of Net Assets Available for Benefits With Fund Information
December 31, 1993
Guaranteed T. Rowe
Fixed Price U. S.
Crown Savings Income Treasury
Stock Bonds Funds Money Fund
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS
Investments, at fair value $ 5,328,751 $ 1,215,795 $ 6,257,212 $10,623,920
Contributions receivable 73,601 - - 93,694
Interest and dividends
receivable - - - -
Cash - - - 29,837
----------- ----------- ----------- -----------
Net assets available for benefits $ 5,402,352 $ 1,215,795 $ 6,257,212 $10,747,451
=========== =========== =========== ===========
(CONTINUED NEXT PAGE)
</TABLE>
- 8 -
<PAGE>
Crown Central Employees Savings Plan
Notes to Financial Statements (continued)
<TABLE>
<CAPTION>
Note 7. Statement of Net Assets Available for Benefits With Fund Information (continued)
December 31, 1993
T. Rowe
Price U.S. T. Rowe T. Rowe T. Rowe
Treasury Price Price Price
Inter- Equity Spectrum Spectrum
mediate Income Growth Income
Bond Fund Fund Fund Fund
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
ASSETS
Investments, at fair value $3,172,226 $7,450,946 $2,581,277 $1,010,869
Contributions receivable - 142,412 56,380 106,520
Interest and dividends
receivable - - - -
Cash - - - -
---------- ---------- ---------- ----------
Net assets available for benefits $3,172,226 $7,593,358 $2,637,657 $1,117,389
========== ========== ========== ==========
(CONTINUED NEXT PAGE)
</TABLE>
-9-
<PAGE>
Crown Central Employees Savings Plan
Notes to Financial Statements (continued)
<TABLE>
<CAPTION>
Note 7. Statement of Net Assets Available for Benefits With Fund Information (continued)
December 31, 1993
T. Rowe
Price
Inter- Total
national Page 8
Stock Loan Page 9 and
Fund Fund Page 10
-------- ---------- -----------
<S> <C> <C> <C>
ASSETS
Investments, at fair value $880,657 $2,194,657 $40,716,310
Contributions receivable 12,065 - 484,672
Interest and dividends
receivable - 12,194 12,194
Cash - - 29,837
-------- ---------- -----------
Net assets available for benefits $892,722 $2,206,851 $41,243,013
======== ========== ===========
</TABLE>
- - 10 -
<PAGE>
Crown Central Employees Savings Plan
Notes to Financial Statements (continued)
<TABLE>
<CAPTION>
Note 7. Statement of Net Assets Available for Benefits With Fund Information (continued)
December 31, 1992
Guaranteed T. Rowe
Fixed Price U. S.
Crown Savings Income Treasury
Stock Bonds Funds Money Fund
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS
Investments, at fair value $ 3,977,050 $ 1,201,455 $14,183,853 $ 7,018,602
Contributions receivable 82,239 - - 112,118
Interest and dividends
receivable - - - -
Cash - - - 30
----------- ----------- ----------- -----------
Net assets available for benefits $ 4,059,289 $ 1,201,455 $14,183,853 $ 7,130,750
=========== =========== =========== ===========
(CONTINUED NEXT PAGE)
</TABLE>
- - 11 -
<PAGE>
Crown Central Employees Savings Plan
Notes to Financial Statements (continued)
<TABLE>
<CAPTION>
Note 7. Statement of Net Assets Available for Benefits With Fund Information (continued)
December 31, 1992
T. Rowe
Price U.S. T. Rowe T. Rowe
Treasury Price Price
Inter- Equity Spectrum Total
mediate Income Growth Page 11 and
Bond Fund Fund Fund Loan Fund Page 12
---------- ---------- -------- ---------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value $2,137,534 $3,685,178 $806,153 $1,833,317 $34,843,142
Contributions receivable 127,813 133,903 48,490 - 504,563
Interest and dividends
receivable - - - 11,761 11,761
Cash - - - - 30
---------- ---------- -------- ---------- -----------
Net assets available for benefits $2,265,347 $3,819,081 $854,643 $1,845,078 $35,359,496
========== ========== ======== ========== ===========
</TABLE>
- - 12 -
<PAGE>
Crown Central Employees Savings Plan
Notes to Financial Statements (continued)
<TABLE>
<CAPTION>
Note 8. Statement of Changes in Net Assets Available for Benefits With Fund Information
Year ended December 31, 1993
Guaranteed T. Rowe
Fixed Price U. S.
Crown Savings Income Treasury
Stock Bonds Funds Money Fund
----------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Net investment income:
Interest $ 93,790 $ 974,526 $ 210,741
Dividends - - - -
----------- ---------- ----------- -----------
Net investment income 93,790 974,526 210,741
Contributions $ 845,680 - - 1,088,714
----------- ---------- ----------- -----------
Total additions 845,680 93,790 974,526 1,299,455
Withdrawals (315,575) (5,899) (682,399) (939,847)
Net realized (loss) gain
on sale of investments (183,720) - - -
Unrealized appreciation
(depreciation) in fair
value of investments 605,393 - - -
Interfund transfers 391,285 (73,551) (8,218,768) 3,257,093
----------- ---------- ----------- -----------
Net increase (decrease) in net
assets available for benefits 1,343,063 14,340 (7,926,641) 3,616,701
Net assets available for
benefits at beginning of year 4,059,289 1,201,455 14,183,853 7,130,750
----------- ---------- ----------- -----------
Net assets available for
benefits at end of year $ 5,402,352 $1,215,795 $ 6,257,212 $10,747,451
=========== ========== =========== ===========
(CONTINUED NEXT PAGE)
</TABLE>
- 13 -
<PAGE>
Crown Central Employees Savings Plan
Notes to Financial Statements (continued)
<TABLE>
<CAPTION>
Note 8. Statement of Changes in Net Assets Available for Benefits With Fund Information
(continued)
Year ended December 31, 1993
T. Rowe
Price U.S. T. Rowe T. Rowe
Treasury Price Price
Inter- Equity Spectrum
mediate Income Growth
Bond Fund Fund Fund
---------- ----------- -----------
<S> <C> <C> <C>
Net investment income:
Interest
Dividends $166,577 $ 481,974 $ 178,141
---------- ----------- -----------
Net investment income 166,577 481,974 178,141
Contributions 974,829 1,611,820 558,365
---------- ----------- -----------
Total additions 1,141,406 2,093,794 736,506
Withdrawals (203,054) (375,819) (67,200)
Net realized (loss) gain
on sale of investments 19,703 69,989 10,725
Unrealized apppreciation
(depreciation) in fair
value of investments 17,109 200,920 120,011
Interfund transfers (68,285) 1,785,393 982,972
---------- ----------- -----------
Net increase (decrease) in net
assets available for benefits 906,879 3,774,277 1,783,014
Net assets available for
benefits at beginning of year 2,265,347 3,819,081 854,643
---------- ----------- -----------
Net assets available for
benefits at end of year $3,172,226 $ 7,593,358 $ 2,637,657
========== =========== ===========
(CONTINUED NEXT PAGE)
</TABLE>
- 14 -
<PAGE>
Crown Central Employees Savings Plan
Notes to Financial Statements (continued)
<TABLE>
<CAPTION>
Note 8. Statement of Changes in Net Assets Available for Benefits With Fund Information
(continued)
Year ended December 31, 1993
T. Rowe
T. Rowe Price Total
Price Inter- Page 13,
Spectrum national Page 14
Income Stock Loan and
Fund Fund Fund Page 15
----------- -------- ---------- -----------
<S> <C> <C> <C> <C>
Net investment income:
Interest $ 124,415 $ 1,403,472
Dividends $ 25,801 $ 17,526 - 870,019
----------- -------- ---------- -----------
Net investment income 25,801 17,526 124,415 2,273,491
Contributions 309,805 19,981 - 5,409,194
----------- -------- ---------- -----------
Total additions 335,606 37,507 124,415 7,682,685
Withdrawals (1,561 -) (82,547) (2,673,901))
Net realized (loss) gain
on sale of investments 6 (86) - (83,383)
Unrealized appreciation
(depreciation) in fair
value of investments (15,725 30,408) - 958,116
Interfund transfers 799,063 824,893 319,905 0
----------- -------- ---------- -----------
Net increase (decrease) in net
assets available for benefits 1,117,389 892,722 361,773 5,883,517
Net assets available for
benefits at beginning of year - - 1,845,078 35,359,496
----------- -------- ---------- -----------
Net assets available for
benefits at end of year $ 1,117,389 $892,722 $2,206,851 $41,243,013
=========== ======== ========== ===========
</TABLE>
- 15 -
<PAGE>
Crown Central Employees Savings Plan
Notes to Financial Statements (continued)
<TABLE>
<CAPTION>
Note 8. Statement of Changes in Net Assets Available for Benefits With Fund Information
(continued)
Year ended December 31, 1992
Guaranteed T. Rowe
Fixed Price U. S.
Crown Savings Income Treasury
Stock Bonds Funds Money Fund
----------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Net investment income:
Interest $ 48,304 $ 1,247,924 $ 262,542
Dividends $ 52,920 - - -
----------- ---------- --------- -----------
Net investment income 52,920 48,304 1,247,924 262,542
Contributions 863,331 - - 1,407,087
----------- ---------- --------- -----------
Total additions 916,251 48,304 1,247,924 1,669,629
Withdrawals (596,894) (10,600) (1,010,845) (1,457,681)
Net realized (loss) gain
on sale of investments (96,273) - - -
Unrealized (depreciation)
appreciation in fair
value of investments (2,505,455) - - -
Interfund transfers 393,978 (386,317) (389,262) (726,438)
----------- ---------- ----------- -----------
Net (decrease) increase in net
assets available for benefits (1,888,393) (348,613) (152,183) (514,490)
Net assets available for
benefits at beginning of year 5,947,682 1,550,068 14,336,036 7,645,240
----------- ---------- ----------- -----------
Net assets available for
benefits at end of year $ 4,059,289 $1,201,455 $14,183,853 $ 7,130,750
=========== ========== =========== ===========
(CONTINUED NEXT PAGE)
</TABLE>
- 16 -
<PAGE>
Crown Central Employees Savings Plan
Notes to Financial Statements (continued)
<TABLE>
<CAPTION>
Note 8. Statement of Changes in Net Assets Available for Benefits With Fund Information
(continued)
Year ended December 31, 1992
T. Rowe
Price U. S. T. Rowe T. Rowe
Treasury Travelers Price Price
Inter- Money Equity Spectrum
mediate Market Income Growth
Bond Fund Fund Fund Fund
----------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Net investment income:
Interest $ 6,066
Dividends $ 73,343 - $ 197,686 $ 53,577
----------- ---------- ----------- -----------
Net investment income 73,343 6,066 197,686 53,577
Contributions 1,500,957 - 1,444,033 553,773
----------- ---------- ----------- -----------
Total additions 1,574,300 6,066 1,641,719 607,350
Withdrawals (91,885) - (149,265) (31,518)
Net realized (loss) gain
on sale of investments 3,926 - 13,414 518
Unrealized (depreciation)
appreciation in fair
value of investments 4,556 - 94,678 (752)
Interfund transfers 774,450 (1,138,550) 2,218,535 279,045
----------- ---------- ----------- -----------
Net (decrease) increase in net
assets available for benefits 2,265,347 (1,132,484) 3,819,081 854,643
Net assets available for
benefits at beginning of year - 1,132,484 - -
----------- ---------- ----------- -----------
Net assets available for
benefits at end of year $ 2,265,347 $ 0 $ 3,819,081 $ 854,643
=========== ========== =========== ===========
(CONTINUED NEXT PAGE)
</TABLE>
- 17 -
<PAGE>
Crown Central Employees Savings Plan
Notes to Financial Statements (continued)
<TABLE>
<CAPTION>
Note 8. Statement of Changes in Net Assets Available for Benefits With Fund Information
(continued)
Year ended December 31, 1992
Total
Page 16,
Travelers Page 17
Equity Loan Principal and
Fund Fund Cash Page 18
----------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
Net investment income:
Interest $ 118,264 $ 1,683,100
Dividends - 377,526
----------- ---------- ----------- -----------
Net investment income 118,264 2,060,626
Contributions - 5,769,181
----------- ---------- ----------- -----------
Total additions 118,264 7,829,807
Withdrawals (80,529) (3,429,217)
Net realized (loss) gain
on sale of investments $ 142,176 - 63,761
Unrealized (depreciation)
appreciation in fair
value of investments (142,176) - (2,549,149)
Interfund transfers (1,416,992) 395,311 $ (3,760) -
----------- ---------- ----------- -----------
Net (decrease) increase in net
assets available for benefits (1,416,992) 433,046 (3,760) 1,915,202
Net assets available for
benefits at beginning of year 1,416,992 1,412,032 3,760 33,444,294
----------- ---------- ----------- -----------
Net assets available for
benefits at end of year $ 0 $1,845,078 $ 0 $35,359,496
=========== ========== =========== ===========
</TABLE>
- 18 -
<PAGE>
<TABLE>
<CAPTION>
Crown Central Employees Savings Plan
Item 27a -- Schedule of Assets Held for Investment Purposes
December 31, 1993
Description of Investment
Identity of Issue, Including Maturity Date,
Borrower Rate of Interest, Current
Lessor or Similar Party Par or Maturity Value Cost Value
- ----------------------- ----------------------------- ----------- -----------
<S> <C> <C> <C>
United States Savings Various maturities
Bonds Series E and EE $ 839,939 $ 1,215,795
=========== ===========
Crown Central Petroleum 336,093 shares of Class A and
Corporation Common Stock 14,395 shares of Class B $ 6,545,324 $ 5,328,751
=========== ===========
T. Rowe Price Funds:
U.S. Treasury Money Fund 10,623,920 shares $10,623,920 $10,623,920
U.S. Treasury Intermediate
Bond Fund 589,633 shares 3,150,561 3,172,226
International Stock Fund 72,422 shares 850,249 880,657
Spectrum Income Fund 90,987 shares 1,026,594 1,010,869
Equity Income Fund 447,504 shares 7,155,348 7,450,946
Spectrum Growth Fund 217,462 shares 2,462,017 2,581,277
----------- -----------
$25,268,689 $25,719,895
=========== ===========
Travelers Insurance Company:
Guaranteed Fixed Income $4,483,379 par value;
Fund 9.25% yield; 11/1/95
maturity date $ 4,483,379 $ 4,483,379
Guaranteed Fixed Income $1,773,833 par value;
Fund 9.32% yield; 5/1/95
maturity date 1,773,833 1,773,833
----------- -----------
$ 6,257,212 $ 6,257,212
=========== ===========
Participant Loans Various maturities,
$2,194,657 principal
balance $ 2,194,657 $ 2,194,657
=========== ===========
Total Investments $41,105,821 $40,716,310
=========== ===========
</TABLE>
- 19 -
<TABLE>
<CAPTION>
Crown Central Employees Savings Plan
Item 27d -- Schedule of Reportable Transactions
Year ended December 31, 1993
Current
Value
of asset
Cost on trans-
Identity of Description Purchase Selling of Asset action Net gain
Party Involved of Assets Price Price Sold date or (loss)
- -------------- ------------------ ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Category (i)-individual transactions
in excess of 5% of plan assets
- ------------------------------------
T. Rowe Price U.S. Treasury
Money Fund $3,478,386 - - - -
T. Rowe Price U.S. Treasury
Money Fund $4,348,858 - - - -
Phoenix Mutual
Life Insurance
Company Guaranteed Fixed
Income Fund; 8.46%;
5/3/93 $3,478,385 $3,478,385 $3,478,385 0
Travelers
Insurance
Company Guaranteed Fixed
Income Fund; 9.20%;
11/1/93 4,348,857 4,348,857 4,348,857 0
Category (iii)--series of securities
transactions in excess of 5% of plan
assets
- ------------------------------------
T. Rowe Price U.S. Treasury
Intermediate
Bond Fund $2,119,536 $1,121,657 $1,101,954 $1,121,657 $ 19,703
T. Rowe Price Spectrum Growth Fund 1,861,181 216,794 206,069 216,794 10,725
T. Rowe Price Equity Income Fund 4,642,700 1,143,841 1,073,852 1,143,841 69,989
T. Rowe Price U.S. Treasury
Money Fund 9,734,390 6,134,337 6,134,337 6,134,337 0
Phoenix Mutual
Life Insurance
Company Guaranteed Fixed
Income Fund; 8.46%;
5/3/93 99,644 3,598,548 3,598,548 3,598,548 0
Travelers
Insurance
Company Guaranteed Fixed
Income Fund; 9.20%;
11/1/93 320,978 4,711,426 4,711,426 4,711,426 0
** Crown Central
Petroleum Corporation
Class A Common Stock 1,444,972 510,726 694,150 510,726 (183,424)
<FN>
** Transactions made on the market.
There were no category (ii) or (iv) reportable transactions during 1993.
</TABLE>
- 20 -
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-37630) pertaining to the Employees Savings
Plan of Crown Central Petroleum Corporation and Subsidiaries and in
the related Prospectus of our report dated May 31, 1994, with respect
to the financial statements and schedules of the Crown Central
Employees Savings Plan included in this Annual Report (Form 11-K) for
the year ended December 31, 1993.
Ernst & Young
Baltimore, Maryland
June 20, 1994
