As filed with the Securities and Exchange Commission on April 28, 1995
Registration No. 33-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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 No.)
One North Charles Street, Baltimore, Maryland 21201
(Address of Principal Executive Offices) (Zip Code)
CROWN CENTRAL PETROLEUM CORPORATION
1995 MANAGEMENT STOCK OPTION PLAN
(Full title of the plan)
Thomas L. Owsley, Esq.
Vice President - Legal
Crown Central Petroleum Corporation
One North Charles Street
Baltimore, Maryland 21201
(Name and address of agent for service)
(410) 539-7400
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(1) price (1) fee
Class B Common 500,000 shares $14.56 $7,280,000 $2,510.35
Stock
The Proposed Maximum Aggregate Offering Price represents the price of 500,000
shares of Class B Common Stock based upon $14.56 per share, the average of
the high and low prices reported on the American Stock Exchange on April
21, 1995.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
Page 1 of 8 sequentially numbered pages.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Crown Central Petroleum Corporation (the "Registrant") and the Crown
Central Petroleum Corporation 1995 Management Stock Option Plan (the "Plan"),
hereby incorporate by reference the following documents filed with the
Securities and Exchange Commission (the "Commission") under the Securities
Exchange Act of 1934 (the "Exchange Act").
(a) The Registrant's Annual Report on Form 10-K for the period ended
December 31, 1994.
(b) The description of the Registrant's Class B Common Stock in the
Registrant's Form S-2, filed August 21, 1986, as amended.
All documents subsequently filed by the Registrant and the Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such documents.
Item 6. Indemnification of Directors and Officers.
The Maryland General Corporation Law provides that the charter of a
Maryland corporation may include any provision expanding or limiting the
liability of its directors and officers to the corporation or its
stockholders for money damages, but may not include any provision that
restricts or limits the liability of its directors or officers to the
corporation or its stockholders (i) to the extent that it is proved that the
person actually received an improper benefit or profit in money, property, or
services for the amount of the benefit or profit in money, property, or
services actually received, (ii) to the extent that a judgment or other final
adjudication adverse to the person is entered in a proceeding based on a
finding in the proceeding that the person's action, or failure to act, was
the result of active and deliberate dishonesty and was material to the cause
of action adjudicated in the proceeding or (iii) with respect to any action
brought by or on behalf of a State governmental entity, receiver,
conservator, or depositor against a director or officer of certain financial
institutions.
Section 2-418 of the Maryland General Corporation Law generally provides
that a corporation may indemnify any director made a party to any proceeding
by reason of service in that capacity unless it is established that (i) the
act or omission of the director was material to the matter giving rise to the
proceeding, and (A) was committed in bad faith or (B) was the result of
active and deliberate dishonesty; (ii) the director actually received an
improper personal benefit in money, property, or services; or (iii) in the
case of any criminal proceeding, the director had reasonable cause to believe
that the act or omission was unlawful.
Indemnification may be against judgments, penalties, fines, settlements,
and reasonable expenses actually incurred by the director in connection with
the proceeding. However, if the proceeding was one by or in the right of the
corporation, indemnification may not be made in respect of any proceeding in
which the director shall have been adjudged to be liable to the corporation.
The termination of any proceeding by judgment, order, or settlement does not
create a presumption that the director did not meet the requisite standard of
conduct set forth in the preceding paragraph. The termination of any
proceeding by conviction, or a plea of nolo contendere or its equivalent, or
an entry of an order of probation prior to judgment, creates a rebuttable
presumption that the director did not meet that standard of conduct.
A director may not be indemnified in respect of any proceeding charging
improper personal benefit to the director, whether or not involving action in
the director's official capacity, in which the director was adjudged to be
liable on the basis that personal benefit was improperly received.
Indemnification may not be made by the corporation unless authorized for a
specific proceeding after a determination has been made that indemnification
of the director is permissible in the circumstances because the director has
met the standard of conduct described above. Such determination must be
made:
(i) by the board of directors by a majority vote of a quorum consisting of
directors not, at the time, parties to the proceeding, or, if such a quorum
cannot be obtained, then by a majority vote of a committee of the board
consisting solely of two or more directors not, at the time, parties to
such proceeding and who were duly designated to act in the matter by a
majority vote of the full board in which the designated directors who are
parties may participate;
(ii) by special legal counsel selected by the board of directors or a
committee of the board by vote as set forth in the preceding subparagraph
(i), or, if the requisite quorum of the full board cannot be obtained
therefore and the committee cannot be established, by a majority vote of
the full board in which directors who are parties may participate; or
(iii) by the stockholders.
Authorization of indemnification and determination as to reasonableness of
expenses must be made in the same manner as the determination that
indemnification is permissible. However, if the determination that
indemnification is permissible is made by special legal counsel,
authorization of indemnification and determination as to reasonableness of
expenses must be made in the manner specified in subparagraph (ii) above for
selection of such counsel.
Reasonable expenses incurred by a director who is party to a proceeding may
be paid or reimbursed by the corporation in advance of the final disposition
of the proceeding upon receipt by the corporation of (i) a written
affirmation by the director of the director's good faith belief that the
standard of conduct necessary for indemnification by the corporation as
authorized by the relevant Maryland statutory section has been met; and (ii)
a written undertaking by or on behalf of the director to repay the amount if
it shall ultimately be determined that the standard of conduct has not been
met. The undertaking described in the preceding sentence shall be an
unlimited general obligation of the director but need not be secured and may
be accepted without reference to financial ability to make the repayment.
Unless limited by the charter, (i) a corporation may indemnify and advance
expenses to an officer, employee, or agent of the corporation to the same
extent that it may indemnify directors under this section; and (ii) a
corporation, in addition, may indemnify and advance expenses to an officer,
employee, or agent who is not a director to such further extent, consistent
with law, as may be provided by its charter, bylaws, general or specific
action of its board of directors, or contract.
The Maryland General Corporation Law also generally provides for mandatory
indemnification of a director or officer who has been successful, on the
merits or otherwise, in the defense of certain proceedings.
With respect to the liability of the Registrant's directors or officers for
monetary damages to the Registrant or its stockholders, Article NINTH
Paragraph 10 of the Registrant's Agreement of Consolidation provides as
follows:
No person who is or formerly was a director or officer of the
Corporation shall have any liability to the Corporation or to any
stockholder of the Corporation for money damages in connection with any
action, or failure to act, subsequent to February 18, 1988 in his or her
capacity as a director or officer; provided, however, that nothing
contained herein shall restrict or limit the liability of any person
(a) to the extent that it is proved that such person actually
received an improper benefit or profit in money, property or services,
for the amount of the benefit or profit in money, property or services
actually received; or
(b) to the extent that a judgment or other final adjudication adverse
to such person is entered in a proceeding based on a finding in the
proceeding that such person's action, or failure to act, was the
result of active and deliberate dishonesty and was material to the
cause of action adjudicated in the proceeding.
Neither the amendment nor repeal of this Paragraph (10), nor the
adoption of any provision of the Charter of the Corporation inconsistent
with this Paragraph (10) shall affect the liability of any director or
officer, or former director or officer, of the Corporation with respect
to any act or failure to act which occurred prior to such amendment,
repeal or adoption.
Article 45 of the Registrant's bylaws states, as to indemnification:
45. (a) Each person who is now, or who shall hereafter become, a
director, officer, employee or agent of the Company, whether or not
serving in one or more of such capacities at the time indemnification is
sought or paid, and who is made a party defendant to any proceeding by
reason of service in any one or more of such capacities shall be
indemnified in the manner and to the maximum extent authorized by law
against judgments, penalties, fines, settlements (approved by the
Company) and reasonable expenses actually incurred in connection with
such proceeding unless it is proved that the act or omission of such
person was material to the cause of action adjudicated in the proceeding
or, in the case of a settlement, to be adjudicated in the proceeding,
and that (1) such act or omission (A) was committed in bad faith or (B)
was the result of active and deliberate dishonesty or (2) such person
actually received an improper personal benefit in money, property or
services or (3) in the case of any criminal proceeding, such person had
reasonable cause to believe the act or omission was unlawful. Such
indemnification shall not be made unless authorized for a specific
proceeding after a determination in accordance with Maryland law that
the director, officer, employee or agent has met the standard of conduct
set forth in this paragraph. Additionally, any such person who was not
a director of the company at the time of the commission of the act or
the omission to act which is a subject of such proceeding shall be
indemnified to such further extent, if any, consistent with law, as may
be provided in any contract between the Company and such person and may
be indemnified, but shall not be entitled to be indemnified, to such
further extent, if any, consistent with law, as may be authorized,
prospectively or retroactively, by the Board of Directors, the Chairman
of the Board, the President or any other officer to whom such authority
is delegated by the Board of Directors, the Chairman of the Board or the
President.
(b) Payment or reimbursement in advance of the final disposition of any
proceeding described in paragraph (a) of reasonable expenses incurred by
any such person in defending such proceeding may be authorized by the
Board of Directors or in the case of any such person who is not a
director, by the Chairman of the Board, the President or any other
officer to whom such authority is delegated by the Board of Directors,
the Chairman of the Board or the President; provided, however, that in
the case of any such person who is a director, the Company shall have
received:
(1) A written affirmation by such person of such person's good faith
belief that the standard of conduct necessary for indemnification by
the Company as authorized by law has been met; and
(2) A written undertaking by or on behalf of such person to repay all
amounts so paid or reimbursed if it shall ultimately be determined
that such standard of conduct has not been met;
and provided, further, that in the case of any such person (whether or
not such person is a director) such person shall have complied with all
requirements imposed by which ever of the Board of Directors, Chairman
of the Board, President or other officer authorizes such payment or
reimbursement as conditions to making such payment or reimbursement,
which requirements may include a requirement that any such person who is
not a director execute an affirmation or undertaking or both. Nothing
contained in this paragraph (b) shall be construed to require the
Company to pay or reimburse any expenses incurred by any such person
prior to the ultimate disposition of such proceeding or to require the
Company to pay or reimburse subsequent to the ultimate disposition of
such proceeding any expenses incurred by any such person, except as
provided in paragraph (a).
(c) Service in the capacity of a director, officer, employee or agent
of the Company shall include service at the request of the Company as a
director, officer, partner, trustee, fiduciary, employee or agent of any
other corporation or of any partnership, joint venture, trust, other
enterprise, or employee benefit plan. Any approval of any settlement
may be made by the Board of Directors or, in the case of a settlement by
any such person who is not a director, by the Chairman of the Board, the
President or any other officer to whom such authority is delegated by
the Board of Directors, the Chairman of the Board or the President.
Except where reimbursement of expenses is ordered by a court, all
determinations as to the reasonableness of any expenses shall be made by
the persons authorizing reimbursement or payment thereof.
(d) The preceding rights to indemnification shall not be exclusive of
and shall be in addition to any other rights to which such person would
be entitled as a matter of law in the absence of the preceding
provisions.
Item 8. Exhibits
Exhibit
Number Description
4 Crown Central Petroleum Corporation 1995 Management Stock Option Plan.
5 Opinion of Thomas L. Owsley as to legality of securities being
registered.
23.1 Consent of Thomas L. Owsley is contained within the opinion of counsel
attached as Exhibit 5.
23.2 Consent of Ernst & Young LLP.
24 Power of attorney is contained on page 7.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,a
post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement; provided, however, that paragraphs
(a)(1)(ii) and (a)(1)(iii) do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, Crown Central Petroleum Corporation certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Baltimore, State of Maryland, on the 27th day of April, 1995.
CROWN CENTRAL PETROLEUM CORPORATION
By: /s/ Henry A. Rosenberg, Jr.
Henry A. Rosenberg, Jr.
Chairman of the Board and Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Henry A. Rosenberg, Jr., Charles L.
Dunlap, Phillip W. Taff, John E. Wheeler, Jr. and Thomas L. Owsley, and each
of them singly, our true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution for him or her in any and all
capacities, to sign any and all amendments or post-effective amendments to
this Registration Statement and to file the same with exhibits thereto and
other documents in connection therewith with the Securities and Exchange
Commission granting unto such attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifying and confirming
all that such attorney-in-fact and agent or his substitute or substitutes may
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
Signature Title Date
<S> <C> <C>
/s/ Henry A. Rosenberg, Jr.
Henry A. Rosenberg, Jr. Director, Chairman of the
Board and Chief Executive
Officer
(Principal Executive Officer) April 27, 1995
/s/ Charles L. Dunlap
Charles L. Dunlap Director, President and Chief
Operating Officer April 27, 1995
/s/ Phillip W. Taff
Phillip W. Taff Senior Vice President -
Finance and Chief Financial Officer
(Principal Financial Officer) April 27, 1995
/s/ John E. Wheeler, Jr.
John E. Wheeler, Jr. Senior Vice President -
Treasurer and Controller
(Principal Accounting Officer) April 27, 1995
/s/ Jack Africk
Jack Africk Director April 27, 1995
/s/ George L. Bunting, Jr.
George L. Bunting, Jr. Director April 27, 1995
/s/ Michael F. Dacey Director
Michael F. Dacey April 27, 1995
/s/ Robert M. Freeman Director
Robert M. Freeman April 27, 1995
/s/ Thomas M. Gibbons Director
Thomas M. Gibbons April 26, 1995
/s/ Patricia A. Goldman Director
Patricia A. Goldman April 27, 1995
/s/ Peter J. Holzer Director
Peter J. Holzer April 27, 1995
/s/ William L. Jews Director
William L. Jews April 27, 1995
</TABLE>
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baltimore, State of
Maryland, on April 27, 1995.
Crown Central Petroleum Corporation 1995 Management Stock Option Plan
By: CROWN CENTRAL PETROLEUM CORPORATION
Administrator
By: /s/ Henry A. Rosenberg, Jr.
<PAGE>
Exhibit
Number Description
4 Crown Central Petroleum Corporation 1995 Management Stock Option
Plan.
5 Opinion of Thomas L. Owsley as to legality of securities being
registered.
23.1 Consent of Thomas L. Owsley is contained within the opinion of
counsel attached as Exhibit 5.
23.2 Consent of Ernst & Young LLP
24 Power of attorney is contained on page 8.
Exhibit 4
Conformed Copy
CROWN CENTRAL PETROLEUM CORPORATION
1995 MANAGEMENT STOCK OPTION PLAN
<PAGE>
CROWN CENTRAL PETROLEUM CORPORATION
1995 MANAGEMENT STOCK OPTION PLAN
Section 1: Establishment and Purpose
The purpose of the Crown Central Petroleum Corporation 1995 Management Stock
Option 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, to enable the Corporation
and its Subsidiaries to attract, motivate and retain talented and experienced
individuals essential to the Corporation's success, and to sustain
management's focus on the Corporation's strategic profit initiatives. 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:
a. "Award" means Non-qualified Stock Options.
b. "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.
c. "Board of Directors" means the Board of Directors of the Corporation
as it may be comprised from time to time.
d. "Cause" means an act that constitutes cause for termination of
employment under the Corporation or Subsidiary's normal personnel
practices.
e. "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.
f. "Committee" means the Committee as defined in Section 8 hereof.
g. "Corporation" means Crown Central Petroleum Corporation, and any
successor corporation.
h. "Employee" means key employees of the Corporation or a Subsidiary, but
excludes directors who are not also officers or employees of the
Corporation and statutory Insiders.
i. "Exchange Act" means the Securities Exchange Act of 1934, and any
successor statute, as it may be amended from time to time.
j. "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.
k. "Insider" means any person who is subject to Section 16.
l. "Non-qualified Stock Option" means an option to purchase Stock that
is granted pursuant to Section 4 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.
m. "Participant" means any Employee who has been granted an Award
pursuant to this Plan.
n. "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.
o. "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 in lieu thereof.
p. "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.
Section 3: Eligibility
Persons eligible for Awards shall consist of Employees other than statutory
Insiders, who are Participants in the Corporation's 1995 Annual Incentive
Plan as of April 13, 1995, or Employees other than statutory Insiders, 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 Non-qualified Stock Options in an amount the
Committee may in its sole discretion determine. 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.
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 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.
Section 5: Shares of Stock Available Under Plan
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 500,000 shares of Stock. The stock subject
to options shall be shares of the Corporation's authorized but
unissued Class B Common Stock.
b. 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.
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.
a. Award Agreements shall include the following terms:
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 shalt 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.
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.
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.
4) Withholding. A provision requiring the withholding of applicable
taxes required by law. 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.
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.
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 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
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.
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.
Section 8: Administration
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.
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. 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, including, but not limited to, decisions regarding the
timing, eligibility, pricing, amount or other material terms of such
Awards.
Section 9: Adjustment Provisions
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, shall (i) in the event of an increase in the number of
outstanding shares, be proportionately increased, 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
shall be proportionately increased.
b. The Committee shall many 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.
Section 10: Change of Control
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:
1) accelerate time periods for purposes of vesting in, or realizing
gain from, any outstanding Award made pursuant to this Plan;
2) 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.
b. For purposes of this Section, a change of control shall include the
following:
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
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.
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 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
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.
Section 13: Rights of Employees
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.
Section 14: Term
The Plan shall be adopted by the Corporation effective as of April 13, 1995,
subject to approval by the Corporation's Board of Directors. The Committee
may grant Awards prior to Board of Directors' approval, provided, however,
that Awards granted prior to such approval are automatically canceled if
Board of Directors' approval is not obtained at or prior to the expiration of
the Plan. Notwithstanding anything to the contrary herein, no Award may be
exercisable prior to the date Board of Directors' approval is obtained.
Options may be granted under the Plan at any time until the Plan is
terminated by the Board of Directors of the Corporation or until such earlier
date when termination of the Plan shall be required by applicable law.
Section 15: Requirements of and Governing Law
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.
* * * * *
IN WITNESS WHEREOF, Crown Central Petroleum Corporation has caused this
Plan to be executed the 27th day of April, 1995.
CROWN CENTRAL PETROLEUM CORPORATION
By: /s/ J. Michael Mims
J. Michael Mims
(Signature of Officer of Company)
Exhibit 5
OPINION OF THOMAS L. OWSLEY
April 27, 1995
Crown Central Petroleum Corporation
One North Charles Street
Baltimore, Maryland 21201
Gentlemen:
As Vice President - Legal for Crown Central Petroleum Corporation (the
"Company"), I have participated in the preparation of the Registration
Statement on Form S-8 (the "Registration Statement") to be filed by the
Company with the Securities and Exchange Commission with respect to the
offering of up to 500,000 shares of Class B Common Stock, par value $5, of
the Company (the "Common Stock") for use in connection with the 1995
Management Stock Option Plan (the "Plan").
I have reviewed such documents and records as I have considered appropriate
and, on the basis of such review, I am of the opinion that the 500,000 shares
of Common Stock to be offered pursuant to the Plan have been validly
authorized and when issued or sold upon the terms set forth in the Plan, will
be validly issued, fully-paid and non-assessable.
I consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ Thomas L. Owsley, Esq.
Thomas L. Owsley, Esq.
Vice President - Legal
Crown Central Petroleum Corporation
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 dated April 28, 1995) pertaining to the Crown Central Petroleum
Corporation 1995 Management Stock Option Plan of our report dated February
23, 1995, with respect to the consolidated financial statements and schedules
of Crown Central Petroleum Corporation included in its Annual Report (Form
10-K) for the year ended December 31, 1994, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Baltimore, Maryland
April 27, 1995
