As filed with the Securities and Exchange Commission on February 27, 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
EMPLOYEES SUPPLEMENTAL SAVINGS 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 200,000 shares $12.81 $2,562,000 $883.45
Stock
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 451(h).
The Proposed Maximum Aggregate Offering Price represents the price of 200,000
shares of Class B Common Stock based upon $12.81 per share, the average of
the high and low prices reported on the American Stock Exchange on February
23, 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 9 sequentially numbered pages.
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 Employees Supplemental Savings 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, 1993.
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1994 and June 30, 1994 and the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1994 as amended on Form 10-Q/A.
(c) 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 Employees Supplemental Savings
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.
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.
<PAGE>
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 23rd day of February, 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.
Signature Title Date
/s/ Henry A. Rosenberg, Jr.
Henry A. Rosenberg, Jr. Director, Chairman of the
Board and Chief Executive
Officer
(Principal Executive Officer) February 23, 1995
/s/ Charles L. Dunlap
Charles L. Dunlap Director, President and Chief
Operating Officer February 23, 1995
/s/ Phillip W. Taff
Phillip W. Taff Senior Vice President - Finance
and Chief Financial Officer
(Principal Financial Officer) February 23, 1995
/s/ John E. Wheeler, Jr.
John E. Wheeler, Jr. Senior Vice President -
Treasurer and Controller
(Principal Accounting Officer) February 23, 1995
Directors:
/s/ Jack Africk
Jack Africk Director February 23, 1995
/s/ George L. Bunting, Jr.
George L. Bunting, Jr. Director February 23, 1995
/s/ Michael F. Dacey
Michael F. Dacey Director February 23, 1995
/s/ Robert M. Freeman
Robert M. Freeman Director February 23, 1995
/s/ Thomas M. Gibbons
Thomas M. Gibbons Director February 23, 1995
/s/ Patricia A. Goldman
Patricia A. Goldman Director February 23, 1995
/s/ Peter J. Holzer
Peter J. Holzer Director February 23, 1995
/s/ William L. Jews
William L. Jews Director February 21, 1995
/s/ Malcolm McNair
Malcolm McNair Director February 23, 1995
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 February 23, 1995.
Crown Central Petroleum Corporation Employees Supplemental Savings Plan
By: CROWN CENTRAL PETROLEUM CORPORATION
Administrator
By: /s/ Henry A. Rosenberg, Jr.
<PAGE>
Exhibit
Number Description
4 Crown Central Petroleum Corporation Employees Supplemental Savings
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
EMPLOYEES SUPPLEMENTAL SAVINGS PLAN
<PAGE>
TABLE OF CONTENTS
Page
SECTION I
PURPOSE 1
SECTION II
DEFINITIONS 1
2.1 Adjustment Date . . . . . . . . . . . . . . . . . . . . . . 1
2.2 Administrator . . . . . . . . . . . . . . . . . . . . . . . 1
2.3 Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . 1
2.4 Board . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.5 Code. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.6 Compensation. . . . . . . . . . . . . . . . . . . . . . . . 1
2.7 Deferral Election . . . . . . . . . . . . . . . . . . . . . 1
2.8 Deferrals . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.9 Deferrals Account . . . . . . . . . . . . . . . . . . . . . 1
2.10 Eligible Employee . . . . . . . . . . . . . . . . . . . . . 1
2.11 Employee. . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.12 Employees Plan. . . . . . . . . . . . . . . . . . . . . . . 2
2.13 Employer. . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.14 Employer Matching Contributions . . . . . . . . . . . . . . 2
2.15 Employer Matching Contributions Account . . . . . . . . . . 2
2.16 Matching Credits. . . . . . . . . . . . . . . . . . . . . . 2
2.17 Matching Credits Account. . . . . . . . . . . . . . . . . . 2
2.18 Participant . . . . . . . . . . . . . . . . . . . . . . . . 2
2.19 Participant Contributions . . . . . . . . . . . . . . . . . 2
2.20 Participant Contributions Account . . . . . . . . . . . . . 2
2.21 Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.22 Plan Year . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.23 Related Group . . . . . . . . . . . . . . . . . . . . . . . 2
2.24 Tax Limits. . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION III
PARTICIPATION 2
3.1 Election to Participate . . . . . . . . . . . . . . . . . . 2
3.2 Deferral Elections. . . . . . . . . . . . . . . . . . . . . 3
3.3 Termination of Participation; Re-employment . . . . . . . . 3
3.4 Change in Status. . . . . . . . . . . . . . . . . . . . . . 3
SECTION IV
DEFERRALS, MATCHING CREDITS AND ACCOUNTS 3
4.1 Participant Deferrals . . . . . . . . . . . . . . . . . . . 3
4.2 Matching Credits. . . . . . . . . . . . . . . . . . . . . . 3
4.3 Change of Status. . . . . . . . . . . . . . . . . . . . . . 4
4.4 Deferrals Accounts. . . . . . . . . . . . . . . . . . . . . 4
4.5 Matching Credits Accounts . . . . . . . . . . . . . . . . . 4
4.6 Investment of Contributions . . . . . . . . . . . . . . . . 4
4.7 Special Contribution. . . . . . . . . . . . . . . . . . . . 4
SECTION V
PAYMENT OF BENEFITS 4
5.1 Time of Payment . . . . . . . . . . . . . . . . . . . . . . 4
5.2 Form of Benefit . . . . . . . . . . . . . . . . . . . . . . 4
5.3 Payments. . . . . . . . . . . . . . . . . . . . . . . . . . 5
5.4 Form of Payment . . . . . . . . . . . . . . . . . . . . . . 5
SECTION VI
UNFUNDED PLAN 5
SECTION VII
MISCELLANEOUS PROVISIONS 6
7.1 Non-Guarantee of Employment . . . . . . . . . . . . . . . . 6
7.2 Rights Under Employees Plan . . . . . . . . . . . . . . . . 6
7.3 Amendments/Termination. . . . . . . . . . . . . . . . . . . 6
7.4 Non-Assignability . . . . . . . . . . . . . . . . . . . . . 6
7.5 Plan Administration . . . . . . . . . . . . . . . . . . . . 6
7.6 Withholding of Taxes, etc.. . . . . . . . . . . . . . . . . 6
7.7 Successor Company . . . . . . . . . . . . . . . . . . . . . 6
7.8 Governing Law . . . . . . . . . . . . . . . . . . . . . . . 6
<PAGE>
CROWN CENTRAL PETROLEUM
EMPLOYEES SUPPLEMENTAL SAVINGS PLAN
The Crown Central Petroleum Employees Supplemental Savings Plan is adopted
effective as of January 1, 1994, by Crown Central Petroleum Corporation.
SECTION I
PURPOSE
This Plan is established and maintained solely for the purpose of providing
deferred compensation for a select group of highly-compensated management
employees in excess of the limitations imposed by Code sections 401(a)(17),
401(m), 402(g) and 415 on benefits payable to those employees under the Crown
Central Petroleum Employees Savings Plan.
SECTION II
DEFINITIONS
Whenever used in this Plan, unless the context clearly indicates otherwise,
the following terms shall have the following meanings:
2.1 Adjustment Date: The last day of each Plan Year. The Committee may
establish more frequent Adjustment Dates, if the Committee deems it
appropriate.
2.2 Administrator: The administrator appointed pursuant to Article XV of
the Employees Plan.
2.3 Beneficiary: Any person designated by a Participant or otherwise
entitled to receive such benefits as may become payable hereunder after the
death of such Participant. The Beneficiary shall be the same as designated
in accordance with the Employees Plan.
2.4 Board: The Board of Directors of Crown Central Petroleum Corporation.
2.5 Code: The Internal Revenue Code of 1986, as amended, or any
subsequently enacted federal revenue law. Reference to a particular section
of the Code shall include a reference to any regulations issued under the
section and to the corresponding section of any subsequently enacted federal
revenue laws.
2.6 Compensation: Compensation as determined under Section 1.7 of the
Employees Plan without the limits of Code section 401(a)(17).
2.7 Deferral Election: An election filed by a Participant to make
Participant contributions under the Employees Plan.
2.8 Deferrals: For any Participant, compensation deferrals credited to
such Participant's Account under Section 4.1.
2.9 Deferrals Account: The bookkeeping account established and maintained
for each Participant to record such Participant's Deferrals and adjustments
thereto pursuant to Section 4.4.
2.10 Eligible Employee: Any employee (a) who is a participant in the
Employees Plan, (b) whose Employer Matching Contributions or whose
Participant Contributions under the Employees Plan are limited by the
provisions of that plan which are designed to comply with Code sections
401(a)(17), 401(m), 402(g) and 415, (c) who is a management or highly
compensated employee within the meaning of section 201(2) of the Employee
Retirement Income Security Act of 1974, as amended, and (d) who is designated
by the Committee as eligible for participation in this Plan.
2.11 Employee: Any person employed by the Employer as an employee, other
than as an independent contractor.
2.12 Employees Plan: The Crown Central Petroleum Employees Savings Plan.
2.13 Employer: Crown Central Petroleum Corporation and any other company
in the Related Group that adopts the Employees Plan with the consent of Crown
Central Petroleum Corporation. "Employer" shall include any other company or
organization that may be connected with any of the foregoing corporations by
merger, consolidation or otherwise and which succeeds in writing to its
rights, powers, liabilities and duties hereunder.
2.14 Employer Matching Contributions: The Employer contribution that is
made pursuant to Section 3.2 of the Employees Plan.
2.15 Employer Matching Contributions Account: For any Participant, that
account maintained for the Participant in accordance with Section 1.1(a) of
the Employees Plan.
2.16 Matching Credits: For any Participant, amounts that are credited by
the Company to such Participant's Matching Credits Account under Section 4.2.
2.17 Matching Credits Account: The bookkeeping account established and
maintained for each Participant to record such Participant's Matching Credits
and adjustments thereto pursuant to Section 4.4.
2.18 Participant: Each Eligible Employee who is an active participant in
the Employees Plan and who elects to participate in this Plan.
2.19 Participant Contributions: Contributions made at the election of a
Participant by the Employer pursuant to Section 3.1 of the Employees Plan.
2.20 Participant Contributions Account: For any Participant, that account
maintained for the Participant in accordance with Section 1.1(b) and (c) of
the Employees Plan.
2.21 Plan: The "Crown Central Petroleum Employees Supplemental Savings
Plan," as set forth herein and as amended from time to time.
2.22 Plan Year: The calendar year.
2.23 Related Group: The Related Group as defined in the Employees Plan.
2.24 Tax Limits: The restrictions on Participant Contributions and
Employer Matching Contributions under the Employees Plan required by Code
sections 401(a)(17), 401(k), 401(m) and 415.
SECTION III
PARTICIPATION
3.1 Election to Participate: An Eligible Employee may elect to become a
Participant in this Plan as of any January 1 by filing a Deferral Election
with the Employer before January 1 as of which the Eligible Employee's
participation is to become effective. If an Employee first becomes an
Eligible Employee after January 1 of a Plan Year, the Eligible Employee may
become a participant by filing a Deferral Election with the Employer within
15 days after he or she is notified that he has become an Eligible Employee.
Such an Eligible Employee shall become a Participant effective as of the date
on which he or she files a Deferral Election with the Employer.
3.2 Deferral Elections: A Participant's Deferral Election shall apply to
Compensation earned after the effective date of the Deferral Election.
Deferral Elections may only be made prospectively. For purposes of this
Plan, only one Deferral Election can be made with respect to compensation to
be earned in a single Plan Year and the first Deferral Election made in each
Plan Year shall be controlling. Any such election shall be controlling as to
the crediting of Deferrals under Section 4.1 until the date the Participant
(a) files a new Deferral Election with the Employer effective as of a
succeeding January 1, (b) ceases to be an Eligible Employee, or (c) becomes
entitled to benefits under this Plan.
3.3 Termination of Participation; Re-employment: Participation shall
cease upon a Participant's termination of employment or if the Participant
ceases to be an Eligible Employee. Upon re-employment as an Eligible
Employee, a former Participant may again become a Participant in the Plan
effective as of the January 1 next following the date of his or her
reemployment by filing a Deferral Election with the Company in accordance
with the provisions of Section 3.2. If a Participant elects not to be an
active Participant for a Plan Year, he or she may become an active
Participant effective as of the next following January 1, or any subsequent
January 1, by filing a Deferral Election with the Company in accordance with
the provisions of Section 3.2.
3.4 Change in Status: If a Participant ceases to be an Eligible Employee
or elects not to be an active Participant, but continues to be employed by an
Employer, Deferrals and Matching Credits shall be suspended as provided in
Section 4.3. All other provisions of this Plan shall remain in effect, and
he or she shall continue to be entitled to credits under the last sentence of
Sections 4.3 and 4.4 until his or her Deferrals Account and Matching Credits
Account are fully distributed as provided in Section V.
SECTION IV
DEFERRALS, MATCHING CREDITS AND ACCOUNTS
4.1 Participant Deferrals: A Participant will be entitled to make
Deferrals under this Plan in accordance with the Participant's election to
make Participant Contributions pursuant to the terms of the Employees Plan.
Any amounts that cannot be credited to the Participant's Participant
Contributions Account under the Employees Plan because of the Tax Limits
shall be credited to his or her Deferrals Account maintained pursuant to
Section 4.4. In no event may a Participant make Deferrals during a Plan Year
unless he has made the maximum amount of Participant Contributions to the
Employees Plan permitted under Section 402(g) of the Code and under the terms
of the Employee's Plan. The aggregate of a Participant's Deferrals under
this Section 4.1 in any given year shall not exceed the excess of (A) the
amount that the Participant would have been able to contribute to such
Participant's Participant Contributions Account for such year if there were
no Tax Limits over (B) the amount of any Participant Contributions actually
credited to such Participant's Participant Contributions Account for such
year.
4.2 Matching Credits: Each year, the Employer shall credit to the
Matching Credits Account of each Participant an amount equal to the excess of
(A) the amount of the Employer Matching Contributions that the Employer would
have made on behalf of such Participant for such year (pursuant to Section
3.2 of the Employees Plan) if there were no Tax Limits and such Participant
had made Participant Contributions to the Employees Plan equal to the sum of
the Participant Contributions actually made plus the Deferrals made pursuant
to this Plan for such year over (B) the amount of any Employer Matching
Contributions actually made by the Employer on behalf of such Participant
during such year. A Participant shall be vested in such Participant's
Matching Credits Account to the same extent that the Participant is vested in
his or her Employer Matching Contributions Account.
4.3 Change of Status: Participant Deferrals pursuant to Section 4.1 and
Matching Credits pursuant to Section 4.2 for a Participant who changes his or
her status will be governed by the following provisions:
(a) A Participant who elects not to participate in the Plan will be
credited with Deferrals and Matching Credits through and ending with the
payroll period within which the Participant's election is received by the
Employer.
(b) A Participant who ceases to be an Eligible Employee will be
credited with Deferrals and Matching Credits through and ending with the
payroll period within which he or she ceases to be an Eligible Employee.
4.4 Deferrals Accounts: For bookkeeping purposes only, the Employer shall
maintain a Deferrals Account for each Participant to which each Participant's
Deferrals, together with any further amounts accrued thereon, shall be
credited. Deferrals shall be credited to a Participant's Deferrals Account
with respect to each pay period after the Compensation constituting such
Deferral is earned. Any deemed earnings, gains, losses, appreciation and
depreciation accruing on a Participant's Deferrals in accordance with Section
4.6 shall be credited to the Participant's Deferrals Account as of each
Adjustment Date.
4.5 Matching Credits Accounts: For bookkeeping purposes only, the
Employer shall maintain a Matching Credits Account for each Participant to
which Matching Credits made on behalf of such Participant, together with any
further amounts accrued thereon, shall be credited. Matching Credits shall
be credited to a Participant's Matching Credits Account at least annually.
Any deemed earnings, gains, losses, appreciation and depreciation accruing on
a Participant's Matching Credits in accordance with Section 4.6 shall be
credited to the Participant's Matching Credits Account as of each Adjustment
Date.
4.6 Investment of Contributions: Amounts credited to a Participant's
Deferrals Account and Matching Credits Account shall be deemed to be invested
along with the Trust Fund under Article V of the Employees Plan. As of each
Adjustment Date, the Participant's Deferrals Account and Matching Credits
Account shall be adjusted to take into account this deemed investment in
accordance with the principles of Section 4.3 of the Crown Central Petroleum
Employees Supplemental Savings Plan Trust.
4.7 Special Contribution: The Employer shall credit to the Matching
Credits Account of each Participant an amount equal to the Matching Credits
that would have been credited under the Plan for that Participant if the Plan
had been in effect for the period from January 1, 1994 to the effective date
of the Plan.
SECTION V
PAYMENT OF BENEFITS
5.1 Time of Payment: A Participant shall be entitled to receive a
distribution of his benefits under this Plan as of the date on which he has
elected to begin receiving benefits under Article X or Article XI of the
Employees Plan. In no event may a Participant elect to defer the receipt of
his benefits after the date on which such benefits become payable. In no
event may a Participant receive benefits under this Plan while an Employee.
5.2 Form of Benefit:
(a) Benefits shall be paid in the form designated by the Participant
prior to the date on which his or her benefits become payable. If a
Participant has not designated the form in which his benefits are to be
paid prior to the date on which the benefits become payable, such benefits
will be distributed to the Participant in a single lump sum payment as of
the date on which they are first payable. The available distribution forms
are as follows:
(i) The balance credited to the Participant's Deferrals Account and
Matching Credits Account may be paid to the Participant or Beneficiary
in a single lump sum payment.
(ii) The balance credited to the Participant's Deferrals Account
and Matching Credits Account may be segregated in a separate interest-
bearing account invested under procedures similar to Section 4.6, with
interest earned on such account, and paid in equal, or nearly equal, at
least annual installments over a term certain selected by the
Participant not to exceed five years. If the Participant dies before
the completion of installment payments, any remaining balance credited
to the Participant's account shall be paid to his or her Beneficiary.
If a Beneficiary who is receiving payments dies, any remaining balance
of the account shall be paid to the personal representative of the
Beneficiary's estate.
(b) If the aggregate balance credited to a Participant's Deferrals
Account and Matching Credits Account is not greater than three thousand
five hundred dollars ($3,500) (including any prior distributions), benefits
shall be paid by a single sum distribution.
5.3 Payments to Beneficiaries: If a Participant dies with a balance
credited to the Participant's Deferrals Account or Matching Credits Account,
the balance shall be paid to the Beneficiary of the Participant. All
payments to a Beneficiary shall be made in a single lump sum payment.
Payment shall be made as soon as possible after the death of the Participant.
5.4 Form of Payment: All payments to any Participant or Beneficiary under
this Plan shall be made in cash or, to the extent provided by the
Administrator, in kind in Crown Central Petroleum Corporation stock.
SECTION VI
UNFUNDED PLAN
There is no fund associated with this Plan. The Employer shall be required
to make payments only as benefits become due and payable. No Participant or
Beneficiary shall have any right, other than the right of an unsecured
general creditor, against the Employer in respect to the benefits payable, or
which may be payable, to such Participant or Beneficiary hereunder. If the
Employer, acting in its sole discretion, establishes a reserve or other fund
associated with this Plan, then, except as may otherwise be provided in the
instrument pursuant to which such reserve or fund is established, no
Participant or Beneficiary shall have any right to or interest in any
specific amount or asset of such reserve or fund by reason of amounts which
may be payable to such person under this Plan, nor shall such person have any
right to receive any payment under this Plan except as and to the extent
expressly provided in this Plan.
SECTION VII
MISCELLANEOUS PROVISIONS
7.1 Non-Guarantee of Employment: Nothing contained in this Plan shall be
construed as a contract of employment between the Employer and any
Participant, or as a right of any such Participant to be continued in the
employment of the Employer or as a limitation of the right of the Employer to
deal with any Participant, as to their hiring, discharge, layoff,
compensation, and all other conditions of employment in all respects as
though this Plan did not exist.
7.2 Rights Under Employees Plan: Nothing in this Plan shall be construed
to limit, broaden, restrict, or grant any right to a Participant or
Beneficiary under the Employees Plan, nor in any way to limit, modify, repeal
or otherwise affect the Employer's right to amend or modify the Employees
Plan.
7.3 Amendments/Termination: The Employer reserves the right to make from
time to time amendments to or terminate this Plan by vote duly adopted by the
Board (or any duly authorized committee thereof); provided, however, that no
such amendment or termination shall adversely affect a Participant's credits
in the Participant's Deferrals Account and Matching Credits Account.
7.4 Non-Assignability: The benefits payable under this Plan shall not be
subject to alienation, assignment, pledge, garnishment, execution or levy of
any kind and any attempt to cause any such benefits to be so subjected shall
not be recognized.
7.5 Plan Administration: This Plan shall be operated and administered by
the Committee whose decision on all matters involving the interpretation and
administration of this Plan shall be final and binding.
7.6 Withholding of Taxes, etc.: All amounts payable hereunder shall be
reduced for the amounts required to be withheld pursuant to any applicable
governmental law or regulation with respect to taxes or any similar
provisions.
7.7 Successor Company: In the event of the dissolution, merger,
consolidation or reorganization of the Employer, provision may be made by
which a successor to all or a major portion of the Employer's property or
business shall continue this Plan, and the successor shall have all of the
powers, duties and responsibilities of the Company under this Plan.
7.8 Governing Law: This Plan shall be construed and enforced in
accordance with, and governed by, the laws of the State of Maryland.
* * * * *
IN WITNESS WHEREOF, Crown Central Petroleum Corporation has caused this
Plan to be executed the 29th day of September, 1994.
CROWN CENTRAL PETROLEUM CORPORATION
By: /s/ J. Michael Mims
J. Michael Mims
(Signature of Officer of Company)
Exhibit 5
OPINION OF THOMAS L. OWSLEY
February 27, 1995
Crown Central Petroleum Corporation
One North Charles Street
Baltimore, Maryland 21202
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 200,000 shares of Class B Common Stock, par value $5, of
the Company (the "Common Stock") for use in connection with the shares for
use by the Employees Supplemental Savings 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 200,000 shares
of Class B 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
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
dated February 27, 1995 (Form S-8) of Crown Central Petroleum Corporation and
subsidiaries pertaining to the Crown Central Petroleum Corporation Employees
Supplemental Savings Plan of our report dated February 24, 1994, with respect
to the consolidated financial statements and schedules of Crown Central
Petroleum Corporation and subsidiaries, included in its Annual Report (Form
10-K) for the year ended December 31, 1993 filed with the Securities and
Exchange Commission.
Ernst & Young LLP
February 27, 1995
