<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
COMMISSION FILE NUMBER 1-1059
CROWN CENTRAL PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 52-0550682
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
ONE NORTH CHARLES STREET, BALTIMORE, 21201
MARYLAND
(Address of principal executive offices) (Zip Code)
410-539-7400
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, if
changed since last report)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
The number of shares outstanding at July 31, 1998 of the Registrant's $5 par
value Class A and Class B Common Stock was 4,817,394 shares and 5,253,638
shares, respectively.
<PAGE>
<TABLE>
<CAPTION>
CROWN CENTRAL PETROLEUM CORPORATION AND SUBSIDIARIES
Table of Contents
<S> <C <C> <C>
>
Page
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements (Unaudited)
Consolidated Condensed Balance Sheets
June 30, 1998 and December 31, 1997 3-4
Consolidated Condensed Statements of
Operations
Three and six months ended June 30, 1998 5
and 1997
Consolidated Condensed Statements of Cash
Flows
Six months ended June 30, 1998 and 1997 6
Notes to Unaudited Consolidated Condensed 7-11
Financial Statements
Item 2 - Management's Discussion and Analysis of
Financial
Condition and Results of Operations 12-16
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 17
Item 6 - Exhibits and Reports on Form 8-K 17
Exhibit 20 - Interim
Report to Stockholders for the three and six months ended June
30, 1998
Exhibit 27 (a) Financial Data Schedule
for the six months ended June 30, 1998
Exhibit 27 (b) Financial Data Schedule
for the six months ended June 30, 1997 -
revised
SIGNATURE 18
</TABLE>
<PAGE>
<TABLE>
<CAPTION
>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED BALANCE SHEETS
Crown Central Petroleum Corporation and Subsidiaries
(Thousands of dollars)
June 30 December
31
1998 1997
--------- ---------
<S> <C> <C>
Assets (Unaudite
d)
Current Assets
Cash and cash equivalents $30,864 $43,586
Accounts receivable - net 78,320 102,529
Recoverable income taxes 8,314 3,819
Inventories 130,464 109,279
Other current assets 3,663 2,097
--------- ---------
Total Current Assets 251,625 261,310
Investments and Deferred Charges 44,544 44,448
Property, Plant and Equipment 649,543 635,063
Less allowance for depreciation 351,224 339,854
--------- ---------
Net Property, Plant and Equipment 298,319 295,209
--------- ---------
$594,488 $600,967
========= =========
<FN>
See notes to unaudited consolidated condensed financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED CONDENSED BALANCE SHEETS
Crown Central Petroleum Corporation and Subsidiaries
(Thousands of dollars)
June 30 December 31
1998 1997
--------- ---------
<S> <C> <C>
Liabilities and Stockholders' Equity (Unaudited)
Current Liabilities
Accounts Payable:
Crude oil and refined products $99,250 $104,391
Other 27,756 27,330
Accrued Liabilities 43,043 46,766
Current portion of long-term debt 23,991 1,498
-------- ---------
Total Current Liabilities 194,040 179,985
Long-Term Debt 130,973 127,506
Deferred Income Taxes 39,237 43,854
Other Deferred Liabilities 38,196 42,267
Common Stockholders' Equity
Common stock, Class A - par value $5
per share:
Authorized shares -- 7,500,000;
issued and
outstanding shares -- 4,817,394 in 24,087 24,087
1998 and 1997
Common stock, Class B - par value $5
per share:
Authorized shares -- 7,500,000;
issued and
outstanding shares -- 5,253,638 in
1998 and
5,240,774 in 1997 26,268 26,204
Additional paid-in capital 92,802 94,655
Unearned restricted stock (2,921 ) (5,291)
Retained earnings 51,806 67,700
-------- --------
Total Common Stockholders' Equity 192,042 207,355
$594,488 $600,967
======== ========
<FN>
See notes to unaudited consolidated condensed financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
Crown Central Petroleum Corporation and Subsidiaries
(Thousands of dollars, except per share amounts)
(Unaudited)
Three Months Ended Six Months Ended
June 30 June 30
1998 1 1998 1997
997
--------- --------- -------- --------
-
<S> <C> <C> <C> <C>
REVENUES
Sales and operating revenues $339,154 $3 $666,793 $
93,079 789,181
OPERATING COSTS AND EXPENSES
Costs and operating expenses 302,246 3 616,741
44,960 706,018
Selling expenses 22,012 2 42,142
0,010 38,464
Administrative expenses 5,384 4 10,509
,553 9,599
Depreciation and amortization 8,454 7 16,618
,548 15,323
Sales of property, plant and (231 ) 403 (251 )
equipment (153)
--------- --------- -------- --------
337,865 3 685,759 7
77,474 69,251
--------- --------- -------- --------
OPERATING INCOME (LOSS) 1,289 1 (18,966 ) 1
5,605 9,930
Interest and other income 177 802 1,770 1
,401
Interest expense (3,641 ) ( (7,171 ) (
3,516) 7,017)
--------- -------- -------- --------
(LOSS) INCOME BEFORE INCOME TAXES (2,175 ) 1 (24,367 ) 1
2,891 4,314
INCOME TAX (BENEFIT) EXPENSE (24 ) 4 (8,473 ) 5
,984 ,683
--------- -------- -------- --------
NET (LOSS) INCOME $(2,151 ) $ $(15,894 ) $
7,907 8,631
========= ======== ======== ========
NET (LOSS) INCOME PER SHARE:
Basic $ (.22 ) $.82 $(1.62 ) $
.89
========= ======== ======== ========
Diluted $ (.22 ) $.81 $(1.62 ) $
.88
========= ======== ======== ========
<FN>
See notes to unaudited consolidated condensed financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Crown Central Petroleum Corporation and Subsidiaries
(Thousands of dollars)
(Unaudited)
Six Months Ended
June 30
--------- ---------
-- -
<S> <C> <C>
NET CASH FLOWS FROM OPERATING
ACTIVITIES
Net cash from operations before
changes in assets and liabilities $(7,384 )$26,991
Net changes in assets and (11,745 )(9,627)
liabilities
--------- ---------
NET CASH (USED IN) PROVIDED BY
OPERATING (19,129 )17,364
ACTIVITIES
--------- ---------
CASH FLOWS FROM INVESTMENT ACTIVITIES
Capital Expenditures (16,734 )(12,170 )
Proceeds from sales of property,
plant
and equipment 485 3,824
Investments in Subsidiaries 164 136
Capitalization of software costs (1,789) (1,940)
Deferred turnaround maintenance (2,276) (5,485)
Other charges to deferred assets (15) (559)
--------- ---------
NET CASH (USED IN) INVESTMENT (20,165 )(16,194 )
ACTIVITIES
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from debt and credit 64,745 26,000
agreement borrowings
(Repayments) of debt and credit (38,818 )(26,681)
agreement borrowings
Net cash flows from long-term notes 48 592
receivable
Issuance of common stock 597 14
-------- --------
NET CASH PROVIDED BY (USED IN)
FINANCING 26,572 (75)
ACTIVITIES
-------- --------
Net (Decrease) Increase in Cash and
Cash Equivalents $(12,722 )$1,095
======== ========
<FN>
See notes to unaudited consolidated condensed financial statements.
</FN>
</TABLE>
<PAGE>
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
- --------------------------------------------------------------
Crown Central Petroleum Corporation and Subsidiaries
June 30, 1998
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of Management, all adjustments considered
necessary for a fair and comparable presentation have been included. Operating
results for the three and six months ended June 30, 1998 are not necessarily
indicative of the results that may be expected for the year ending December 31,
1998. The enclosed financial statements should be read in conjunction with the
consolidated financial statements and footnotes thereto included in the
Company's annual report on Form 10-K for the year ended December 31, 1997.
The preparation of financial statements in conformity with generally accepted
accounting principles requires Management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
The Company has no material items of other comprehensive income as defined by
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income", for the three and six months ended June 30, 1998 and 1997.
To conform to the 1998 presentation, the Consolidated Condensed Statements of
Operations for the three and six months ended June 30, 1997 have been restated.
Service station rental income and certain other retail marketing recoveries,
which had previously been reported as a reduction of Selling and administrative
expenses, have been reclassified and are now reported as components of Sales and
operating revenues, and Costs and operating expenses, respectively.
Additionally, beginning with the three months ended March 31, 1998, the Company
began reporting Selling expenses and Administrative expenses as separate amounts
in the Consolidated Condensed Statements of Operations. Selling and
administrative expenses as originally reported in the Company's Form 10-Q for
the three and six months ended June 30, 1997, have been restated to reflect
these changes. These reclassifications had no effect on the net income or net
income per share amounts as originally reported.
To conform to the 1998 presentation, certain balance sheet amounts at December
31, 1997 have been restated.
In February 1998, the FASB issued Statement of Financial Accounting Standards
No. 132, "Employers' Disclosure about Pensions and Other Postretirement
Benefits" (SFAS No. 132), which standardizes the disclosure requirements for
pensions and other postretirement benefits to the extent practicable, eliminates
certain disclosures required by former guidance and requires additional
disclosures not included in the former guidance. This Statement is effective
for fiscal years beginning after December 15, 1997. The Company will adopt SFAS
No. 132 for the fourth quarter of 1998.
In June 1998, The FASB issued Statement of Financial Accounting Standards No.
133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS No.
133), which requires that all derivatives be recognized as either assets or
liabilities in the statement of financial position and that those instruments
shall be measured at fair value. SFAS No. 133 also prescribes the accounting
treatment for changes in the fair value of derivatives which depends on the
intended use of the derivative and the resulting designation. Designations
include hedges of the exposure to changes in the fair value of a recognized
asset or liability, hedges of the exposure to variable cash flows of a
forecasted transaction, hedges of the exposure to foreign currency translations,
and derivatives not designated as hedging instruments. SFAS No. 133 is
effective for fiscal years beginning after June 15, 1999. The Company expects
to adopt SFAS No. 133 in the first quarter of the year 2000.
<PAGE>
Net changes in assets and liabilities presented in the Unaudited Consolidated
Condensed Statements of Cash Flows is comprised of the following:
<TABLE>
<CAPTION>
Three Months Ended
June 30
1998 1997
--------- ---------
(thousands of
dollars)
<S> <C> <C>
Decrease in accounts receivable $24,210 $20,024
(Increase) in inventories (21,185 ) (28,710 )
(Increase) decrease in prepaid operating (1,566 ) 10,748
expenses and other current assets
(Decrease) in crude oil and refined (5,140 ) (19,228 )
products payable
Increase (decrease) in other accounts 425 (2,357)
payable
(Decrease) increase in accrued liabilities (7,983 ) 7,348
and other deferred liabilities
(Increase) decrease in recoverable and (506 ) 2,548
deferred income taxes
--------- ---------
$(11,745 ) $(9,627 )
========= =========
</TABLE>
<TABLE>
<CAPTION>
NOTE B - INVENTORIES
Inventories consist of the following:
June 30 December
31
1998 1997
--------- ---------
(thousands of
dollars)
<S> <C> <C>
Crude oil $58,433 $42,164
Refined products 67,462 79,905
--------- ---------
Total inventories at FIFO (approximates 125,895 122,069
current cost)
LIFO allowance (9,840 )(25,586 )
--------- ---------
Total crude oil and refined products 116,055 96,483
--------- ---------
Merchandise inventory at FIFO 7,831 6,806
(approximates current cost)
LIFO allowance (1,929 ) (
1,929)
--------- ---------
Total merchandise 5,902 4,877
--------- ---------
Materials and supplies inventory at FIFO 8,507 7,919
--------- ---------
TOTAL INVENTORY $130,464 $109,279
========= =========
</TABLE>
An actual valuation of inventory under the LIFO method can be made only at the
end of each year based on the inventory levels and costs at that time.
Accordingly, interim LIFO projections must be based on Management's estimates of
expected year-end inventory levels and values. At June 30, 1998, approximately
3 million barrels of crude oil and refined products inventory were held in
excess of anticipated year-end quantities which are valued at the lower of cost
(first-in, first-out) or market.
<PAGE>
NOTE C - LONG-TERM DEBT AND CREDIT ARRANGEMENTS
As of June 30, 1998, under the terms of the First Restated Credit Agreement
dated as of August 1, 1997, as amended (Credit Agreement), the Company had
outstanding irrevocable standby letters of credit in the principal amount of
$5.8 million, and outstanding cash borrowings, included in the current portion
of long-term debt, in the principal amount of $22 million which were repaid on
July 1, 1998. As of June 30, 1998, the Company was in compliance with all
covenants and provisions of the Credit Agreement, as amended, and forecasts
that, but there can be no assurance that, it will remain in compliance with the
Credit Agreement or a successor agreement for the remainder of the year. As of
August 13, 1998, there were no cash borrowings outstanding under the Credit
Agreement, and slight reductions in letters of credit outstanding.
As of June 30, 1998, the Company had outstanding $125 million of unsecured
10.875% Senior Notes (Notes), which were issued in January 1995 under an
Indenture. As of June 30, 1998, the Company was in compliance with the terms of
the Indenture. The Indenture includes certain restrictions and limitations
customary with senior indebtedness of this type, including, but not limited to
the amount of additional indebtedness the Company may incur outside of the
Credit Agreement, the payment of dividends and the repurchase of capital stock.
As of June 30, 1998, the Indenture substantially restricted the Company from
effecting additional borrowings and precluded the payment of dividends. The
Company has not paid a dividend on its shares of common stock since the first
quarter of 1992.
NOTE D - CRUDE OIL AND REFINED PRODUCT HEDGING ACTIVITIES
The net deferred loss from futures contracts included in crude oil and refined
product hedging strategies was approximately $.1 million at June 30, 1998.
Included in these hedging strategies are futures contracts maturing from July
1998 to November 1998. The Company is using these contracts to fix the supply
cost of crude oil on approximately 2.9% of supply and fix the margin on
approximately 4% of its refined products, for the aforementioned period.
This space intentionally left blank
<PAGE>
NOTE E - CALCULATION OF NET (LOSS) INCOME PER COMMON SHARE
The average outstanding and equivalent shares excludes 231,750 and 260,700
shares of Performance Vested Restricted Stock (PVRS) registered to participants
in the 1994 Long-Term Incentive Plan (Plan) at June 30, 1998 and 1997,
respectively. The PVRS shares are not considered outstanding for earnings per
share calculations until the shares are released to the Plan participants.
The following tables provide a reconciliation of the basic and diluted earnings
per share calculations:
<TABLE>
<CAPTION>
Three Months Ended June 30
--------------------------
-
1998 1997
----------- ------------
(dollars in thousands,
except per share data)
<S> <C> <C>
(LOSS) INCOME APPLICABLE TO
COMMON SHARES
Net (loss) income $ (2,151) $ 7,907
=========== ============
Common shares outstanding at
April 1, 1998
and 1997, respectively 9,984,048 9,901,480
Restricted shares held by the
Company at April 1,
1998 and 1997, respectively (147,300) (168,000 )
Weighted average effect of shares
of common stock
issued for stock option 2,167 167
exercises
----------- ------------
Weighted average number of common
shares outstanding,
as adjusted at June 30, 1998
and 1997, respectively:
Basic 9,838,915 9,733,647
Effect of Dilutive Securities:
Contingent issuance -
Performance Vested
Restricted Shares --- 8,898
Employee stock options --- 14,806
----------- -----------
Weighted average number of common
shares outstanding,
as adjusted at June 30, 1998
and 1997, respectively:
Diluted 9,838,915 9,757,351
=========== ============
EARNINGS PER SHARE:
Net (loss) income - Basic $ (.22) $ .82
=========== ===========
- Diluted $ (.22) $ .81
=========== ============
</TABLE>
This space intentionally left blank
<PAGE>
<TABLE>
<CAPTION>
Six Months Ended June 30
--------------------------
-
1998 1997
------------ ------------
-
(dollars in thousands,
except per share data)
<S> <C> <C>
(LOSS) INCOME APPLICABLE TO
COMMON SHARES
Net (loss) income $(15,894) $ 8,631
=========== ===========
Common shares outstanding at
January 1, 1998
and 1997, respectively 10,058,168 9,952,950
Restricted shares held by the
Company at January 1,
1998 and 1997, respectively (260,700) (255,300 )
Weighted average effect of shares
of common stock
issued for stock option 27,844 36,163
exercises
----------- ------------
Weighted average number of common
shares outstanding,
as adjusted at June 30, 1998
and 1997, respectively:
Basic 9,825,312 9,733,813
Effect of Dilutive Securities:
Contingent issuance -
Performance Vested
Restricted Shares --- 21,320
Employee stock options --- 98,754
---------- -----------
Weighted average number of common
shares outstanding,
as adjusted at June 30, 1998
and 1997, respectively:
Diluted 9,825,312 9,853,887
=========== ===========
EARNINGS PER SHARE:
Net (loss) income - Basic $ (1.62) $ .89
=========== ===========
- Diluted $ (1.62) $ .88
=========== ===========
</TABLE>
At June 30, 1998, the Company had non-qualified stock options and performance
vested restricted awards outstanding representing 247,786 total potential common
shares that were not included in the diluted earnings per share calculation
since doing so would have been anti-dilutive.
NOTE F - LITIGATION AND CONTINGENCIES
There have been no material changes in the status of litigation and
contingencies as discussed in Note I of Notes to Consolidated Financial
Statements in the Annual Report on Form 10-K for the fiscal year ended December
31, 1997.
<PAGE>
ITEM 2 -MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The Company's Sales and operating revenues decreased $53.9 million or 13.7% in
the second quarter of 1998 from the comparable period in 1997. The decrease in
Sales and operating revenues was primarily attributable to a 21.4% decrease in
the average sales price per gallon of petroleum products which was partially
offset by a 10.1% increase in petroleum product sales volumes. Additionally,
merchandise sales for the three months ended June 30, 1998 increased 10.4% from
the same 1997 period. Sales and operating revenues decreased $122.4 million or
15.5% for the six months ended June 30, 1998 compared to the six months ended
June 30, 1997. The year to date decrease is primarily attributable to a 23.3%
decrease in the average sales price per gallon of petroleum products which was
partially offset by a 10.1% increase in petroleum product sales volumes. The
increases in petroleum product sales volumes for the three and six month periods
ended June 30, 1998 compared to the respective 1997 periods was due principally
to the expiration of the processing agreement with Statoil North America, Inc.
which effectively increased the Company's refined product available for sale.
Merchandise sales for the year to date period ended June 30, 1998 increased 5.7%
from the same 1997 period.
Costs and operating expenses decreased $42.7 million or 12.4% in the second
quarter of 1998 from the comparable period in 1997. The decrease was primarily
due to a decrease in the average cost per barrel consumed of crude oil and
feedstocks. Costs and operating expenses decreased $89.2 million or 12.6% for
the six months ended June 30, 1998 from the comparable period in 1997 due
primarily to a decrease in the average cost per barrel consumed of crude oil and
feedstocks. These second quarter and year to date decreases were partially
offset by increases in volumes sold as previously discussed.
As previously reported in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997, futures, forwards and exchange traded
options are used to minimize the exposure arising from fluctuations in the price
of crude oil and refined products and to help manage the price risk inherent in
purchasing crude oil in advance of delivery or in carrying finished product
inventory. The Company's hedging strategies are generally intended to reduce
volatility and to capture an acceptable profit margin. During the first half of
1998, the Company held long positions, particularly with respect to finished
product, that exceeded its hedging requirements and as a result incurred losses
in a falling market. The net recognized loss from these long trading positions
included in cost of goods sold for the three and six months ended June 30, 1998
were approximately $2.7 million and $9.1 million, respectively. Management has
subsequently implemented a policy to limit the use of commodity derivatives to
transactions that hedge underlying recognized assets or liabilities or firm
commitments as those terms are defined by Generally Accepted Accounting
Principles. The long positions that were previously noted have been closed.
The results of operations were significantly affected by the Company's use of
the LIFO method to value inventory, which in a period of falling prices
increased the Company's gross margin $.04 per barrel ($.7 million) and $.55 per
barrel ($15.7 million), respectively for the second quarter and year to date
periods ended June 30, 1998. Similarly, the use of the LIFO method increased
the Company's gross margin $.45 per barrel ($6.7 million) and $.58 per barrel
($16.7 million), respectively for the second quarter and year to date periods
ended June 30, 1997.
The aforementioned decrease in Sales and operating revenues coupled with the
decrease in Costs and operating expenses resulted in an overall decrease in
gross margin of $11.2 million and $33.2 million, respectively, for the three and
six months ended June 30, 1998 compared to the same 1997 periods. The decreases
in average sales price per gallon of petroleum products reflected similar
industry-wide decreases due to excess supply of refined petroleum products,
principally distillates, due primarily to the unseasonably warm winter in the
Company's marketing areas. Additionally, decreases in the cost of the Company's
crude oil and purchased feedstocks reflect industry-wide decreases in prices of
these products, however, for the Company, these decreases were not as
significant as the decreases in finished product sales prices.
Gasoline gross margin (gasoline gross profit as a percent of gasoline sales) at
the Company's retail locations increased slightly from $.111 per gallon to $.113
per gallon, respectively, for the six months ended June 30, 1997 and 1998.
Aggregate gasoline gross profit on a same store basis decreased 1.8% for the six
months ended June 30, 1998 from the comparable period in 1997 due primarily to a
decrease of 3.1% in gallons sold measured on a same store basis.
Merchandise gross margin (merchandise gross profit as a percent of merchandise
sales) remained consistent at 30.8% for the six months ended June 30, 1998
compared to the same 1997 period. Average monthly merchandise sales, on a same
store basis, increased 5.2% for the six months ended June 30, 1998 compared to
the same 1997 period and has contributed to a $.9 million or 5.7% increase in
merchandise gross profit. Aggregate year to date merchandise gross profit on a
same store basis increased by 1.5% in 1998 compared to the same 1997 period.
<PAGE>
Yields of gasoline increased slightly from 91,200 barrels per day (bpd) (55.3%)
for the second quarter 1997 to 92,200 bpd (55.4%) for the second quarter 1998
while distillate production decreased slightly from 56,800 bpd (34.5%) for the
second quarter 1997 to 52,700 bpd (31.7%) for the same period in 1998.
Similarly, yields of gasoline increased slightly to 87,900 bpd (55.6%) for the
six months ended June 30, 1998 from 87,200 bpd (54.7%) for the same period in
1997 while distillate yields decreased slightly to 49,600 bpd (31.4%) for the
six months ended June 30, 1998 from 53,300 bpd (33.5%) for the six months ended
June 30, 1997. The Company's 1998 refining yield was adversely impacted by two
separate unit shutdowns at the Pasadena refinery which adversely impacted yields
and increased operating costs by $3.6 million for the six month period ended
June 30, 1998 and $1.6 million for the three month period ended June 30, 1998.
Selling expenses increased $2 million or 10% for the second quarter of 1998
compared to the same period in 1997 while increasing $3.7 million or 9.6% for
the six months ended June 30, 1998 compared to the six months ended June 30,
1997. These increases are principally due to increases in expenses for
technology enhancements at the Company's retail sites and in retail support
locations and to increases in labor costs at retail sites. Additionally,
marketing promotion related expenses increased slightly in the second quarter
and year to date periods ended June 30, 1998 compared to the same periods of
1997.
Administrative expenses increased $.8 million or 18.3% and $.9 million or 9.5%,
respectively, for the three and six months ended June 30, 1998 compared to the
same periods in 1997. These increases are primarily due to increases in labor
costs at the Company's administrative offices.
Depreciation and amortization expenses in the second quarter of 1998 increased
$.9 million or 12% from the comparable 1997 period. Similarly, Depreciation and
amortization expenses increased $1.3 million or 8.5% for the six months ended
June 30, 1998 from the comparable 1997 period. These increases are primarily
attributable to the amortization of refinery deferred turnaround expenses
related to turnarounds performed in the second and fourth quarters of 1997 and
in the first quarter of 1998.
Operating costs and expenses for the three and six months ended June 30, 1998
included a reduction of $.1 million and $.2 million of expenses, respectively,
for retail units that have been closed compared to $.1 million and $.3 million,
respectively, of expenses for closed retail units for the three and six months
ended June 30, 1997. Also included in the second quarter and year to date
periods ended June 30, 1998 were reductions of $1.9 million related to
litigation settlements compared to $1.3 million of expenses related to incentive
plan accruals and certain pending litigation for the same periods of 1997.
Additionally, Operating costs and expenses for the three and six months ended
June 30, 1998 included reductions of $1.3 million in other accrued liabilities.
The six months ended June 30, 1997 included $2.5 million in reductions of
accruals related to environmental matters.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities (including changes in assets and
liabilities) totaled $19.1 million for the six months ended June 30, 1998
compared to cash provided by operating activities of $17.4 million for the six
months ended June 30, 1997. The 1998 outflows consist primarily of cash
outflows from changes in assets and liabilities of $11.7 million due primarily
to increases in the volume of crude oil and finished product inventories, to
decreases in federal excise and refinery operating tax accruals and to decreases
in incentive plan accruals. Additionally, there were decreases in crude oil and
refined products payables, as well as, increases in prepaid operating expenses.
These working capital outflows were partially offset by decreases in accounts
receivable, and increases in other accounts payable. Additionally, cash used in
operations before changes in assets and liabilities totaled $7.4 million for the
six months ended June 30, 1998. The 1997 inflows consist primarily of net cash
provided by operations before changes in assets and liabilities of $27 million.
Partially offsetting these cash inflows were cash outflows of $9.6 million
related primarily to working capital requirements resulting from increases in
the volume of crude oil and finished product inventories and decreases in crude
oil and refined products payables and other payables. These working capital
outflows were partially offset by decreases in accounts receivable and decreases
in prepaid operating expenses principally related to prepaid insurance premiums
and deferred losses on futures trading activity, as well as, increases in
federal excise tax accruals (net of payments).
<PAGE>
Net cash outflows from investment activities totaled $20.2 million for the six
months ended June 30, 1998 compared to a net outflow of $16.2 million for the
same 1997 period. The 1998 outflows consist primarily of capital expenditures
of $16.7 million (which includes $10.4 million relating to the marketing area
and $6.3 million for refinery operations). Additionally, there were $2.3
million in refinery deferred turnaround expenditures and $1.8 million in
capitalized software costs. These cash outflows were partially offset by
proceeds from the sale of property, plant and equipment of $.5 million. The
1997 amount consists principally of capital expenditures of $12.2 million (which
includes $4.9 million for refinery operations, $6.1 million relating to the
marketing area and $1.2 million for corporate projects). Additionally, there
were refinery turnaround expenditures of $5.5 million and $1.9 million in
capitalized expenditures related to corporate strategic projects. These cash
outflows were partially offset by proceeds from the sale of property, plant and
equipment of $3.8 million and decreases in investments in unconsolidated
subsidiaries of $.1 million.
Net cash provided by financing activities was $26.6 million for the six months
ended June 30, 1998 compared to cash used in financing activities of $.1 million
for the six months ended June 30, 1997. The 1998 cash inflow consists primarily
of $25.9 million in net proceeds received from debt and credit agreement
borrowings due primarily to net cash borrowings from the Company's unsecured
revolving Credit Agreement. Additionally, cash inflows include $.6 million
received from the issuance of the Company's Class B Common Stock resulting from
exercises of non-qualified stock options granted to participants of the
Company's Long-Term Incentive Plans. The 1997 cash outflow consists principally
of $.7 million in amortization of the Company's capitalized lease obligations.
Partially offsetting these cash outflows were decreases in long-term notes
receivable of $.6 million.
The ratio of current assets to current liabilities at June 30, 1998 was 1.30:1
compared to 1.39:1 at June 30, 1997 and 1.47:1 at December 31, 1997. If FIFO
values had been used for all inventories, assuming an incremental effective
income tax rate of 38.5%, the ratio of current assets to current liabilities
would have been 1.36:1 at June 30, 1998, 1.61:1 at June 30, 1997 and 1.63:1 at
December 31, 1997.
The Company's principle purchases (crude oil and convenience store merchandise)
are transacted primarily under open lines of credit with its major suppliers.
The Company maintains a credit facility to finance its business requirements and
supplement internally generated sources of cash.
Under the First Restated Credit Agreement effective August 1, 1997, as amended
(Credit Agreement), as of August 13, 1998, the Company had no outstanding cash
borrowings and outstanding irrevocable standby letters of credit in the
principal amount of $5.3 million for purposes in the ordinary course of
business. As of June 30, 1998, the Company was in compliance with all covenants
and provisions of the Credit Agreement, as amended. Meeting the covenants
imposed by the Credit Agreement is dependent, among other things, upon the level
of future earnings. The Company reasonably expects to continue to be in
compliance with the covenants imposed by the Credit Agreement or a successor
agreement for the remainder of the year.
At the Company's option, the Unsecured 10.875% Senior Notes (Notes) may be
redeemed at 105.438% of the principal amount at any time after January 31, 2000
and thereafter at an annually declining premium over par until February 1, 2003
when they are redeemable at par. The Notes were issued under an Indenture which
includes certain restrictions and limitations customary with senior indebtedness
of this type including, but not limited to, the payment of dividends and the
repurchase of capital stock. There are no sinking fund requirements on the
Notes. As of June 30, 1998, the Indenture substantially restricted the Company
from effecting additional borrowings and precluded the Company from paying any
dividends. The Company has not paid a dividend on its shares of common stock
since the first quarter of 1992
At June 30, 1998, the Company has borrowed $6.4 million from the Purchase Money
Lien dated August 11, 1997 which is secured by service station and convenience
store land, buildings and equipment having a cost basis of $9.1 million at June
30, 1998.
<PAGE>
The Company's management is involved in a continual process of evaluating growth
opportunities in its core business as well as its capital resource alternatives.
Total capital expenditures and deferred turnaround costs in 1998 are projected
to approximate $48 million. The capital expenditures relate primarily to
planned enhancements at the Company's refineries, retail unit improvements,
additional retail units and environmental requirements. The Company believes
that cash provided from its operating activities, together with other available
sources of liquidity, including the Credit Agreement or a successor agreement,
will be sufficient over the next several years to meet the Company's capital
requirements.
The Company faces intense competition in all of the business areas in which it
operates. Many of the Company's competitors are substantially larger and
therefore, the Company's earnings can be affected by the marketing and pricing
policies of its competitors, as well as changes in raw material costs.
Merchandise sales and operating revenues from the Company's convenience stores
are seasonal in nature, generally producing higher sales and net income in the
summer months than at other times of the year. Gasoline sales, both at the
Crown multi-pumps and convenience stores, are also somewhat seasonal in nature
and, therefore, related revenues may vary during the year. The seasonality does
not, however, negatively impact the Company's overall ability to sell its
refined products.
The Company maintains business interruption insurance to protect itself against
losses resulting from shutdowns to refinery operations from fire, explosions and
certain other insured casualties. Business interruption coverage begins for
such losses in excess of $1 million.
The Company has disclosed in Item 3. Legal Proceedings of the Annual Report on
Form 10-K for the fiscal year ended December 31, 1997, various contingencies
which involve litigation, environmental liabilities and examinations by the
Internal Revenue Service. Depending on the occurrence, amount and timing of an
unfavorable resolution of these contingencies, the outcome of which cannot
reasonably be determined at this time, it is possible that the Company's future
results of operations and cash flows could be materially affected in a
particular quarter or year. However, the Company has concluded, after
consultation with counsel, that there is no reasonable basis to believe that the
ultimate resolution of any of these contingencies will have a material adverse
effect on the Company. Additionally, as discussed in Item 3. Legal Proceedings
of the Annual Report on Form 10-K for the fiscal year ended December 31, 1997,
the Company's collective bargaining agreement at its Pasadena refinery expired
on February 1, 1996, and on February 5, 1996, the Company invoked a lock-out of
employees in the collective bargaining unit. The Company has been operating the
Pasadena refinery without interruption since the lock-out and intends to
continue to do so during the negotiation period with the collective bargaining
unit.
ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS
The Company's operating results have been, and will continue to be, affected by
a wide variety of factors that could have an adverse effect on profitability
during any particular period, many of which are beyond the Company's control.
Among these are the demand for crude oil and refined products, which is largely
driven by the condition of local and worldwide economies, although seasonality
and weather patterns also play a significant part. Governmental regulations and
policies, particularly in the areas of energy and the environment, also have a
significant impact on the Company's activities. Operating results can be
affected by these industry factors, by competition in the particular geographic
markets that the Company serves and by Company-specific factors, such as the
success of particular marketing programs and refinery operations.
<PAGE>
In addition, the Company's profitability depends largely on the difference
between market prices for refined petroleum products and crude oil prices. This
margin is continually changing and may significantly fluctuate from time to
time. Crude oil and refined products are commodities whose price levels are
determined by market forces beyond the control of the Company. Additionally,
due to the seasonality of refined products and refinery maintenance schedules,
results of operations for any particular quarter of a fiscal year are not
necessarily indicative of results for the full year. In general, prices for
refined products are significantly influenced by the price of crude oil.
Although an increase or decrease in the price for crude oil generally results in
a corresponding increase or decrease in prices for refined products, often there
is a lag time in the realization of the corresponding increase or decrease in
prices for refined products. The effect of changes in crude oil prices on
operating results therefore depends in part on how quickly refined product
prices adjust to reflect these changes. A substantial or prolonged increase in
crude oil prices without a corresponding increase in refined product prices, a
substantial or prolonged decrease in refined product prices without a
corresponding decrease in crude oil prices, or a substantial or prolonged
decrease in demand for refined products could have a significant negative effect
on the Company's earnings and cash flows.
The Company is dependent on refining and selling quantities of refined products
at margins sufficient to cover operating costs, including any future
inflationary pressures. The refining business is characterized by high fixed
costs resulting from the significant capital outlays associated with refineries,
terminals and related facilities. Furthermore, future regulatory requirements
or competitive pressures could result in additional capital expenditures, which
may or may not produce desired results. Such capital expenditures may require
significant financial resources that may be contingent on the Company's
continued access to capital markets and commercial bank financing on favorable
terms.
Purchases of crude oil supply are typically made pursuant to relatively short-
term, renewable contracts with numerous foreign and domestic major and
independent oil producers, generally containing market-responsive pricing
provisions. Futures, forwards and exchange traded options are used to minimize
the exposure of the Company's refining margins to crude oil and refined product
fluctuations. The Company also uses the futures market to help manage the price
risk inherent in purchasing crude oil in advance of the delivery date, and in
maintaining the inventories contained within its refinery and pipeline system.
Hedging strategies used to minimize this exposure include fixing a future margin
between crude and certain finished products and also hedging fixed price
purchase and sales commitments of crude oil and refined products. While the
Company's hedging activities are intended to reduce volatility while providing
an acceptable profit margin on a portion of production, the use of such a
program can effect the Company's ability to participate in an improvement in
related product profit margins. Although the Company's net sales and operating
revenues fluctuate significantly with movements in industry crude oil prices,
such prices do not have a direct relationship to net earnings, which are subject
to the impact of the Company's LIFO method of accounting discussed below. The
effect of changes in crude oil prices on the Company's operating results is
determined more by the rate at which the prices of refined products adjust to
reflect such changes.
This space intentionally left blank
<PAGE>
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
There has been no material change in the status of legal proceedings as reported
in Item 3 of the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
The Company is involved in various matters of litigation, the ultimate
determination of which, in the opinion of management, is not expected to have a
material adverse effect on the Company.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit:
3 - Bylaws of Crown Central Petroleum Corporation as amended and
restated at July 30, 1998.
4 - Amendment, effective as of June 30, 1998, to the First Restated
Credit
Agreement effective as of August 1, 1997.
10 - Fourth Amendment, effective as of June 25, 1998, to the Crown
Central Petroleum Corporation Employees Savings Plan
20 - Interim Report to Stockholders for the three and six months ended
June 30, 1998.
27 (a) - Financial Data Schedule for the six months ended June 30,
1998.
27 (b) - Financial Data Schedule for the six months ended June 30,
1997 - revised.
(b) Reports on Form 8-K:
There were no reports on Form 8-K filed with the Securities and Exchange
Commission during the three months ended June 30, 1998.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report on Form 10-Q for the quarter ended June
30, 1998 to be signed on its behalf by the undersigned thereunto duly
authorized.
CROWN CENTRAL PETROLEUM CORPORATION
/s/--Jan L. Ries
Jan L. Ries
Controller
Chief Accounting Officer
and Duly Authorized Officer
Date: August 14, 1998
<PAGE> EXHIBIT 3
CROWN CENTRAL PETROLEUM CORPORATION
BYLAWS
Adopted February 29, 1996
Amended July 30, 1998
Table of Contents
ARTICLE I
STOCKHOLDERS
Section I.1 Meetings of Stockholders 1
Section I.2 Annual Meeting 1
Section I.3 Special Meeting Called by Corporation 2
Section I.4 Special Meeting Called by Stockholders 2
Section I.5 Record Date 3
Section I.6 Quorum 3
Section I.7 Proxies 4
Section I.8 Ballot Vote 4
Section I.9 Inspection of Books 4
ARTICLE II
STOCK AND DIVIDENDS
Section II.1 Certificates of Stock 4
Section II.2 Transfers of Stock 4
Section II.3 Registered Stockholders 4
Section II.4 Lost Certificates 4
Section II.5 Dividends 5
Section II.6 Stock Not Subject to the Control Share Act 5
ARTICLE III
DIRECTORS
Section III.1 Board of Directors 5
Section III.2 Number of Directors 5
Section III.3 Eligibility; Nomination Procedures 5
Section III.4 Vacancies 6
Section III.5 Place and Time of Meeting 6
Section III.6 Annual Meeting 6
Section III.7 Calling of Meeting 6
Section III.8 Notice of Meeting. 7
Section III.9 Quorum 7
Section III.10 Compensation of Directors 7
ARTICLE IV
EXECUTIVE AND OTHER COMMITTEES
Section IV.1 Executive Committee 7
Section IV.2 Other Committees 7
Section IV.3 Procedures Applicable to Committees 8
ARTICLE V
OFFICERS
Section V.1 Appointment and Removal of Officers 8
Section V.2 Chairman of the Board 8
Section V.3 Vice Chairman of the Board 9
Section V.4 President 9
Section V.5 Vice Presidents 9
Section V.6 Secretary 9
Section V.7 Treasurer 9
Section V.8 Controller 10
Section V.9 Assistant Officers 10
Section V.10 Vacancies 10
Section V.11 Duties of Officers May Be Delegated 10
ARTICLE VI
INDEMNITY OF DIRECTORS AND OFFICERS
Section VI.1 Indemnity 10
Section VI.2 Advancement of Expenses 11
Section VI.3 Services in Other Capacities 12
Section VI.4 Rights not Exclusive 12
ARTICLE VII
CERTAIN ADMINISTRATIVE MATTERS
Section VII.1 Checks 12
Section VII.2 Fiscal Year 12
Section VII.3 Annual Statements 12
Section VII.4 Amendment to Bylaws 12
Section VII.5 Offices 12
Section VII.6 Seal 12
<PAGE>
CROWN CENTRAL PETROLEUM CORPORATION
BYLAWS
ARTICLE I
STOCKHOLDERS
SECTION I.1 MEETINGS OF STOCKHOLDERS All meetings of the stockholders
shall be at the office of the Corporation in Baltimore, Maryland, or at such
other place within the United States as the Board of Directors may designate.
SECTION I.2 ANNUAL MEETING
(a) The annual meeting of stockholders shall be held at two o'clock
p.m. on a business day during the thirty (30) day period commencing on the
fourth Thursday of April. At each annual meeting of stockholders, only such
business shall be conducted as is proper to consider and has been brought before
the meeting (i) pursuant to the Corporation's notice of the meeting, (ii) by or
at the direction of the Board of Directors, or (iii) by a stockholder who is a
stockholder of record of a class of shares entitled to vote on the business such
stockholder is proposing both at the time of the giving of the stockholder's
notice hereinafter described in this Section 1.2 and on the record date for such
annual meeting, and who complies with the notice procedures set forth in this
Section 1.2. Written notice of each annual meeting shall be given to each
stockholder by leaving the same with the stockholder, or at the stockholder's
residence or usual place of business, or by mailing it postage prepaid and
addressed to the stockholder at his or her address as it appears upon the books
of the Corporation, at least ten days prior to the meeting.
(b) In order to bring before an annual meeting of stockholders any
business which may properly be considered, a stockholder who meets the
requirements set forth in the preceding paragraph must give the Corporation
timely written notice which complies with Section 1.2(c) of these bylaws. To be
timely, a stockholder's notice must be given, by certified United States mail,
with postage thereon prepaid and with return receipt requested, addressed to the
Secretary at the principal office of the Corporation. Any such notice must be
received at the Corporation's principal office not less than 120 calendar days
in advance of the anniversary of the date on which the Corporation's proxy
statement was released to its stockholders in connection with the previous
year's annual meeting of stockholders, unless the date of the meeting to which
such notice relates has been changed by more than 30 days from the date
contemplated at the time of the previous year's proxy statement, in which case
any such notice must be received not less than 60 days before the date
established for the meeting.
(c) Each such stockholder's notice shall set forth as to each matter
the stockholder proposes to bring before the annual meeting: (i) the name and
address, as they appear on the Corporation's stock transfer books, of the
stockholder proposing business; (ii) the class and number of shares of stock of
the Corporation beneficially owned by such stockholder; (iii) a representation
that such stockholder is a stockholder of record at the time of the giving of
the notice and intends to appear in person or by proxy at the meeting to present
the business specified in the notice; (iv) a brief description of the business
desired to be brought before the meeting, including the complete text of any
resolutions to be presented and the reasons for wanting to conduct such
business; and (v) any interest which the stockholder may have in such business.
(d) The Secretary or Assistant Secretary shall deliver each
stockholder's notice that has been timely received to the Chairman and to the
President for review.
(e) Notwithstanding the foregoing provisions of this Section 1.2, a
stockholder seeking to have a proposal included in the Corporation's proxy
statement for an annual meeting of stockholders shall comply with the
requirements of Regulation 14A under the Securities Exchange Act of 1934, as
amended from time to time, or with any successor regulation.
SECTION I.3 SPECIAL MEETING CALLED BY CORPORATION At any time in the
interval between regular meetings, special meetings of the stockholders may be
called by the Chairman of the Board, the Vice Chairman of the Board, the
President, or by a majority of the Board of Directors, stating the place, day,
and hour of such special meeting, and the business proposed to be transacted
thereat. Such notice shall be given to each stockholder entitled to vote
thereat by leaving the same with the stockholder, or at the stockholder's
residence or usual place of business, or by mailing it postage prepaid and
addressed to the stockholder at his or her address as it appears upon the books
of the Corporation. No business shall be transacted at such meetings except for
the business set forth in the notice.
SECTION I.4 SPECIAL MEETING CALLED BY STOCKHOLDERS
(a) A special meeting may also be called by stockholders entitled to
cast twenty-five percent (25%) of all votes entitled to be cast at the meeting,
upon the request in writing signed by such stockholders and delivered to the
Chairman of the Board, the Vice Chairman of the Board, the President, or the
Secretary. Such request shall set forth: (i) the names and addresses, as they
appear on the Corporation's stock transfer books, of the stockholders making the
request; (ii) the class and number of shares of stock of the Corporation
beneficially owned by such stockholders; (iii) a representation that such
stockholders are stockholders of record at the record date for determining
whether the requisite number of stockholders have signed and delivered the
written request demanding a special meeting of stockholders and a representation
as to the date on which the first such stockholder signed such request; (iv) a
representation that each such stockholder intends to appear in person or by
proxy at the meeting to present the business specified in the notice; (v) as to
each matter or business the requesting stockholders propose to bring before the
special meeting, a brief description of the matter or business including the
complete text of any resolutions to be presented and the reasons for wanting to
conduct such business; and (iv) any interest which any of the requesting
stockholders may have in such business.
(b) The record date for determining whether the requisite number of
stockholders have signed and delivered the written request demanding a special
meeting of stockholders is the date the first such stockholder signs such
request.
(c) A special meeting may not be called to consider any matter which
is substantially the same as a matter voted on at any special meeting of the
stockholders held during the preceding twelve (12) months, unless the meeting is
requested by stockholders entitled to cast a majority of all of the votes
entitled to be cast at the meeting. The twelve month period shall be determined
from the date of the previous special meeting to the date of the stockholder
request.
(d) The Secretary or Assistant Secretary shall inform the
stockholders who make the request of the reasonably estimated cost of preparing
and mailing a notice of the meeting, and only upon payment of these costs to the
Corporation, notify each stockholder entitled to notice of the meeting. If the
officer of the Corporation to whom such request in writing shall have been
delivered pursuant to Section 1.4(a) shall fail to issue a call for such meeting
within ten (10) business days after payment to the Corporation of the reasonably
estimated cost of preparing and mailing a notice of the meeting, then the
stockholders who made the request may do so by giving fifteen (15) business
days' notice of the time, place and object of the meeting by advertisement
inserted in a daily newspaper of general circulation in the City of Baltimore,
Maryland.
(e) Only business within the purpose or purposes described in the
notice for a special meeting of stockholders may be conducted at the meeting.
SECTION I.5 RECORD DATE
(a) The Board of Directors shall fix, in advance, a record date to
make a determination of stockholders for an annual meeting, or for any special
meeting, such date to be not more than ninety (90) nor less than ten (10) days
before the meeting or action requiring a determination of stockholders. If no
such record date is set the record date shall be the close of business on the
day before the date on which the first notice is given.
(b) When a determination of stockholders entitled to notice of or to
vote at any meeting of stockholders has been made, such determination shall be
effective for any adjournment of the meeting unless the Board of Directors fixes
a new record date, which it shall do if the meeting is adjourned to a date more
than ninety (90) days after the date fixed for the original meeting.
SECTION I.6 QUORUM. The presence in person or by proxy of stockholders
entitled to cast a majority of all votes entitled to be cast at the meeting
shall be requisite and shall constitute a quorum for the transaction of business
at all meetings of the stockholders except as otherwise provided by law or by
the charter. If at any annual or special meeting of stockholders a quorum shall
fail to attend, a majority in interest attending in person or by proxy shall
have power to adjourn the meeting from time to time without notice other than
announcement at the meeting until the requisite amount of voting stock shall be
present. At any such adjourned meeting, at which the requisite amount of voting
stock shall be present in person or by proxy, any business may be transacted
which might have been transacted at the meeting originally called, had the same
been held at the time so called.
SECTION I.7 PROXIES. At any meeting stockholders may vote either in
person or by proxy. Such proxy shall be in writing and dated, but no proxy which
is dated more than three (3) months before the meeting at which it is offered
shall be accepted unless such proxy shall, on its face, name a longer period for
which it is to remain in force.
SECTION I.8 VOTE BY BALLOT The vote for Directors, and, upon demand of
any stockholder, the vote upon any question before the meeting, shall be by
ballot.
SECTION I.9 INSPECTION OF BOOKS Except as otherwise provided by statute
the Board of Directors shall determine from time to time whether, and if
allowed, when and under what conditions and regulations the accounts and books
of the Corporation or any of them shall be open to inspection of the
stockholders, and the stockholders' rights in this respect are and shall be
restricted and limited accordingly.
ARTICLE II
STOCK AND DIVIDENDS
SECTION II.1 CERTIFICATES OF STOCK Each stockholder shall be entitled to
a certificate of stock of the Corporation which shall be signed by the Chairman
of the Board, President or a Vice President and by the Secretary or an Assistant
Secretary, or the Treasurer or an Assistant Treasurer of the Corporation, and
sealed with its seal; which shall exhibit the holder's name and certify the
number of shares owned by the stockholder. A certificate shall be deemed to be
so signed and sealed whether the signatures be manual or facsimile signatures
and whether the seal be a facsimile seal or any other form of seal. Each
certificate shall be counter-signed by the transfer agent and registered by the
Registrar duly appointed by the Board of Directors of the Corporation, the Board
of Directors being hereby given the power and authority to appoint one or more
Transfer Agents and one or more Registrars.
SECTION II.2 TRANSFERS OF STOCK Transfers of stock shall be made on the
books of the Corporation only by the person named in the certificate, or by his
or her attorney, lawfully constituted in writing, upon surrender and
cancellation of certificates for a like number of share.
SECTION II.3 REGISTERED STOCKHOLDERS The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends and to vote as such owner, and for any
other purpose, and shall not be bound to recognize any equitable or other claim
to or interest in such shares on the part of any other person, whether or not it
shall have express or other notice thereof, save as expressly provided for by
the laws of Maryland.
SECTION II.4 LOST CERTIFICATES Any person claiming a certificate of
stock to be lost, stolen, destroyed, or mutilated shall make an affidavit or
affirmation to that fact and advertise the same in such manner as the Board of
Directors may require, and shall, if the Directors so require, give the
Corporation a bond of indemnity in form and with one or more sureties
satisfactory to the Board in at least double the value of the stock represented
by said certificate, whereupon a new certificate may be issued of the same tenor
and for the same number of shares as the one alleged to be lost, stolen,
destroyed or mutilated.
SECTION II.5 DIVIDENDS Dividends upon the capital stock of the
Corporation when earned may be declared by the Board of Directors at any regular
or special meeting. The Board of Directors shall have power from time to time
to fix and determine and to vary the amount of working capital of the
Corporation, and to direct and determine the use and disposition of any surplus
or net profits; and the amount of the surplus and the net profits of the
Corporation to be reserved before the payment of any dividend shall rest wholly
in the discretion of the Board of Directors.
SECTION II.6 STOCK NOT SUBJECT TO THE CONTROL SHARE ACT. Any stock of
the Corporation acquired by any of the following (each a "Rosenberg
Stockholder"):
(a) the lineal descendants of Ruth Blaustein Rosenberg;
(b) their respective spouses or children, including stepchildren and
adopted children;
(c) any trust for the benefit of any of the foregoing individuals;
(d) any fiduciary acting for the benefit of any of the foregoing
individuals in the
event of their incompetence or acting for their estate in the
event of their death; or
(e) any corporation, partnership or unincorporated association or
other entity or
affiliate controlled by any of the foregoing individuals, trusts
or fiduciaries;
shall not be subject to the Control Shares Act of the Maryland
General
Corporation Law, Section 3-701-709 of the Corporations and
Associations
Article of the Annotated Code of Maryland (the "Control Shares
Act"),
and in the event of the disposition by any Rosenberg Stockholder
of any
stock of this Corporation to a person, corporation, partnership,
unincorporated association or other entity that is not a
Rosenberg
Stockholder (a "Non-Rosenberg Purchaser") that acquisition of
stock of
this Corporation by the Non-Rosenberg Purchaser shall not be
subject
to the Control Shares Act.
ARTICLE III
DIRECTORS
SECTION III.1 BOARD OF DIRECTORS The business and affairs of this
Corporation shall be managed under the direction of the Board of Directors, and
all of the powers of the Corporation, except such as are by law, or by the
charter, or by these bylaws conferred upon or reserved to the stockholders may
be exercised by the Board of Directors.
SECTION III.2 NUMBER OF DIRECTORS The Board of Directors shall consist of
ten (10) persons which number from time to time may be increased to not greater
than twenty or decreased to not less than three by vote of a majority of the
entire Board of Directors. Each Director shall hold office until his or her
death, resignation, or removal or until his or her successor is elected and
qualified.
SECTION III.3 ELIGIBILITY; NOMINATION PROCEDURES
(a) No person shall be eligible for election as a Director at a
meeting of stockholders unless nominated (i) by the Board of Directors or (ii)
by a stockholder who is a stockholder of record of a class of shares entitled to
vote for the election of Directors, both at the time of the giving of the
stockholder's notice described in this Section 3.3 and on the record date for
the meeting at which Directors will be elected, and who complies with the notice
procedures set forth in this Section 3.3.
(b) In order to nominate any persons, a stockholder who meets the
requirements set forth in the preceding paragraph must give the Corporation
timely written notice. To be timely, a stockholder's notice must be given
either by personal delivery to the Secretary at the principal office of the
Corporation or by first class United States mail, with postage thereon prepaid,
addressed to the Secretary at the principal office of the Corporation. Any such
notice must be received, in the case of an annual meeting of stockholders, on or
after January 1st and before February 1st of the year in which the meeting will
be held if the meeting is to be an annual meeting held within the period
specified for the annual meeting by Section 1.2, unless the annual meeting has
not been held within such period, in which case any such notice must be received
not less than sixty (60) days before the date established for the annual
meeting. In the case of a special meeting of stockholders, any such notice must
be received not later than the close of business on the tenth (10th) day
following the day on which notice of the special meeting of stockholders called
for the purpose of electing Directors is first given to stockholders.
(c) Each such stockholder's notice shall set forth the following:
(i) as to the stockholder giving the notice, (1) the name and address of such
stockholder as they appear on the Corporation's stock transfer books, (2) the
class and number of shares of stock of the Corporation beneficially owned by
such stockholder, (3) a representation that such stockholder is a stockholder of
record at the time of giving the notice and intends to appear in person or by
proxy at the meeting to nominate the person or persons specified in the notice,
and (4) a description of all arrangements or understandings, if any, between
such stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made; and (ii) as to each person whom the stockholder wishes to nominate for
election as a Director, (1) the name, age, business address and residence
address of such person, (2) the principal occupation or employment of such
person, (3) the class and number of shares of stock of the Corporation which are
beneficially owned by such person, and (4) all other information that is
required to be disclosed about nominees for election as Directors in
solicitations of proxies for the election of Directors under the rules and
regulations of the Securities and Exchange Commission. In addition, each such
notice shall be accompanied by the written consent of each proposed nominee to
serve as a Director if elected and such consent shall contain a statement from
the proposed nominee to the effect that the information about the nominee
contained in the notice is correct.
SECTION III.4 VACANCIES Whenever there is a vacancy on the Board of
Directors (other than a vacancy resulting from the removal of a Director by vote
of the stockholders which vacancy is immediately thereafter filled by the
stockholders), then the vacancy shall be filled by a majority of the remaining
Directors elected by the stockholders of the class or series entitled to fill
such vacancy or by the sole remaining Director elected by that class or series
if there is only one such Director.
SECTION III.5 PLACE AND TIME OF MEETING Meetings of the Board of
Directors may be held within, or without the State of Maryland, as the Board may
from time to time determine. The time and place of meetings may be fixed by the
party or parties making the call.
SECTION III.6 ANNUAL MEETING The Board of Directors shall meet for the
purpose of organization and the transaction of other business immediately
following the annual meeting of stockholders at which the Board was elected.
Such meeting shall be held at the principal office of the Corporation in the
State of Maryland, or at such other place within the United States as the Board
of Directors may have designated for the immediately preceding annual meeting of
stockholders, or as may be designated by the consent in writing of all of the
Directors. No notice of such meeting shall be necessary.
SECTION III.7 CALLING OF MEETING Meetings of the Board of Directors may
be called by the Chairman of the Board, the Vice Chairman of the Board, the
President, or a majority of the Board. At least twenty-four (24) hours' notice
shall be given of all meetings of the Board; with the consent of the majority of
the Directors, a shorter notice may be given.
SECTION III.8 NOTICE OF MEETING. Notices of all meetings of Directors may
be left at their usual places of business, or may be sent by mail or electronic
means, and such notices by mail or electronic means shall be deemed to have been
given when sent or mailed at Baltimore.
SECTION III.9 QUORUM At all meetings of the Board, a majority of the
entire Board of Directors shall be necessary and sufficient to constitute a
quorum for the transaction of business, except that a lesser number may adjourn
any meeting from time to time.
SECTION III.10 COMPENSATION OF DIRECTORS
(a) By resolution of the Board all Directors, other than salaried
officers of the Corporation or a subsidiary of the Corporation, may be allowed a
fixed sum and expenses of attendance, if any, for attendance at each meeting of
the Board and in addition may be allowed for their services as Directors such
annual or other compensation as may be fixed by resolution of the Board from
time to time. The preceding provisions shall not be construed to preclude any
Directors, including salaried officers, from serving the Corporation in any
other capacity, including service as a member of a standing or special
committee, and receiving compensation therefor or to preclude reimbursement of
salaried officers who are Directors for expenses of attendance at meetings of
the Board.
(b) For their services as members of special and standing committees,
Directors may be allowed such annual or other compensation as may be fixed by
resolution of the Board of Directors from time to time.
ARTICLE IV
EXECUTIVE AND OTHER COMMITTEES
SECTION IV.1 EXECUTIVE COMMITTEE There may be an executive committee of
three or more Directors designated by resolution passed by a majority of the
whole Board. Said committee may meet at stated times, or on notice to all by
any of their own number. During the intervals between meetings of the Board,
such committee shall advise with and aid the officers of the Corporation in all
matters concerning its interests and the management of its business, and
generally perform such duties and exercise such powers as may be directed or
delegated by the Board of Directors from time to time. To such Committee may be
delegated any or all of the powers of the Board of Directors in the management
of the business and affairs of the Corporation while the Board is not in
session, excepting such powers as the Board of Directors by statute may not
delegate.
SECTION IV.2 OTHER COMMITTEES There may be such other standing and
special committees as may be established from time to time by resolution passed
by a majority of the whole Board of Directors. Such committees shall be
composed of such Directors as may be designated by the Board of Directors and
shall perform such duties and exercise such powers as may be directed by the
Board of Directors.
SECTION IV.3 PROCEDURES APPLICABLE TO COMMITTEES The provisions of these
bylaws which govern meetings, notice and waiver of notice, and quorum and voting
requirements of the Board shall apply to committees of Directors and their
members as well. Vacancies in the membership of any committee shall be filled
by the Board of Directors at any meeting thereof. In the absence of a member or
members of a committee, the members thereof present at any meeting (whether or
not they constitute a quorum) may appoint a member or members of the Board of
Directors to act in the place or places of such absent member or members.
Committees shall keep regular minutes of their proceedings, and report the same
to the Board when required.
ARTICLE V
OFFICERS
SECTION V.1 APPOINTMENT AND REMOVAL OF OFFICERS
(a) The officers of the Corporation shall be chosen by the Board of
Directors at its first meeting after each annual meeting of stockholders; and
shall consist of a Chairman of the Board of Directors, a President, one or more
Vice Presidents, a Secretary, a Treasurer, a Controller, an Assistant Secretary,
an Assistant Treasurer, and whenever deemed advisable by the Board of Directors,
a Vice Chairman of the Board and one or more additional Vice Presidents
(including, without limitation, one or more Executive, Group, and Senior Vice
Presidents), Assistant Vice Presidents, Assistant Secretaries, or Assistant
Treasurers. Any two of the offices hereinbefore mentioned except those of
President and Vice President, may be held by the same person.
(b) The Board may appoint such other officers and agents as it shall
deem necessary, who shall hold their offices for such terms, and shall exercise
such powers and perform such duties as shall be determined from time to time by
the Board. The salaries of all officers of the Corporation shall be fixed by
the Board of Directors or by any committee or superior officer upon whom such
power may be conferred from time to time by the Board of Directors.
(c) The officers of the Corporation shall hold office until their
successors are chosen and qualified.
(d) Any officer or employee of the Corporation may be removed at any
time with or without cause, by the affirmative vote of a majority of the whole
Board of Directors, or by any committee or superior officer upon whom such power
of removal may be conferred by the Board of Directors, and such action shall be
conclusive on the officer or employee so removed.
SECTION V.2 CHAIRMAN OF THE BOARD The Chairman of the Board shall be
the chief executive officer of the Corporation. The Chairman of the Board shall
preside at all meetings of the stockholders and Directors and shall exercise,
subject to control of the Board of Directors, such general supervision over the
affairs of the Corporation and its employees as may be appropriate to carry out
the policies of the Corporation. The Chairman of the Board shall have such
other functions as may be determined by the Board of Directors.
SECTION V.3 VICE CHAIRMAN OF THE BOARD The Vice Chairman of the Board,
if elected, shall be the chief administrative officer of the Corporation, and,
subject to control of the Board of Directors and the general supervision of the
Chairman of the Board, shall, in cooperation with the President, be responsible
for the administration of the Corporation's activities. The Vice Chairman of
the Board shall preside at all meetings of the stockholders and Directors at
which the Chairman of the Board is not present. The Vice Chairman of the Board
shall have such other functions as may be determined by the Board of Directors.
SECTION V.4 PRESIDENT The President shall be the chief operating
officer of the Corporation and, subject to control of the Board of Directors and
the general supervision of the Chairman of the Board, shall have general and
active management of the Corporation's operations. The President shall have all
of the powers and perform all of the duties of the Chairman of the Board in case
of his or her absence or inability to act, or if a Chairman of the Board has not
been elected, other than presiding at meetings of the stockholders and Directors
at which the Vice Chairman of the Board, if elected, shall preside. The
President shall also have all of the powers and perform all of the duties of the
Vice Chairman of the Board in case of his or her absence or inability to act, or
if a Vice Chairman of the Board is not elected, other than such powers and
duties as the Chairman of the Board shall either elect to exercise and perform
or to delegate to another officer. The President shall perform such other
duties as may be determined by the Board of Directors.
SECTION V.5 VICE PRESIDENTS The Vice Presidents shall perform such
duties as the Chairman of the Board, Vice Chairman of the Board, President, or
Board of Directors shall from time to time prescribe. In the order of seniority
prescribed, the most senior Vice President shall, in the absence or inability of
the President to act, perform the duties and exercise the powers of the
President. The order of seniority of Vice Presidents shall be prescribed from
time to time by the Board of Directors or, in the absence of prescription by the
Board of Directors, by the Chairman of the Board.
SECTION V.6 SECRETARY The Secretary shall attend all sessions of the
Board and all meetings of the stockholders and record all votes and the minutes
of all proceedings in a book to be kept for that purpose; and shall perform like
duties for the standing committees when required. The Secretary shall give, or
cause to be given, notice of all meetings of the stockholders and of the Board
of Directors; shall have custody of the seal of the Corporation and whenever
authorized by the Board shall affix the seal to any instrument requiring the
same; and shall perform such other duties and have custody of such other books
and papers as may from time to time be prescribed by the Board of Directors, the
Chairman of the Board, the Vice Chairman of the Board, or the President.
SECTION V.7 TREASURER The Treasurer shall be the chief financial
officer of the Corporation, unless the Board of Directors shall designate a Vice
President as such officer, and have the custody of the corporate funds and
securities and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be authorized
by the Board of Directors. The Treasurer shall disburse the funds of the
Corporation as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the Chairman of the Board, the Vice Chairman
of the Board, the President and the Board of Directors, whenever they may
respectively require it, an account of all his or her transactions as Treasurer
and of the financial condition of the Corporation. The Treasurer shall give the
Corporation a bond if required by the Board of Directors in the sum, and with
one or more sureties satisfactory to the Board, for the faithful performance of
the duties of his or her office, and for the restoration to the Corporation in
case of his or her death, resignation, retirement, or removal from office, of
all books, papers, vouchers, moneys, and other property of whatever kind in his
or her possession or under his or her control belonging to the Corporation. If
a Controller has not been elected, the Treasurer shall also have all of the
powers and perform all of the duties of that office. The Treasurer shall perform
such other duties as the Chairman of the Board, Vice Chairman of the Board,
President, or Board of Directors may from time to time prescribe.
SECTION V.8 CONTROLLER The Controller shall be the chief accounting
officer of the Corporation. The Controller shall see that adequate and correct
records of all assets, liabilities and transactions of the Corporation and its
subsidiaries are maintained; that efficient procedures and systems are installed
and followed; that adequate audits are currently and regularly made; and, in
conjunction with other officers, that measures and procedures are initiated and
followed whereby the business of the Corporation and its subsidiaries shall be
conducted with maximum efficiency and economy. The Controller shall perform
such other duties as may be assigned to him or her from time to time by the
Chairman of the Board, Vice Chairman of the Board, President, or Board of
Directors.
SECTION V.9 ASSISTANT OFFICERS Each Assistant Vice President, each
Assistant Secretary, and each Assistant Treasurer shall have the usual powers
and duties pertaining to his or her office, together with such other powers and
duties as may be assigned to him or her by the Chairman of the Board, Vice
Chairman of the Board, President, or the Board of Directors.
SECTION V.10 VACANCIES If the office of any officer or agent becomes
vacant by reason of death, resignation, retirement, disqualification, removal
from office, or otherwise, the Directors then in office, although less than a
quorum, by a majority vote, may choose a successor or successors, who shall hold
office for the unexpired term in respect of which said vacancy occurred.
SECTION V.11 DUTIES OF OFFICERS MAY BE DELEGATED In case of the absence
of any Officer of the Corporation, or for any other reason that the Board of
Directors may deem sufficient, the Board may delegate, for the time being, the
powers or duties, or any of them of such officer to any other officer, or to any
Director, providing a majority of the entire Board concur therein.
ARTICLE VI
INDEMNITY OF DIRECTORS AND OFFICERS
SECTION VI.1 INDEMNITY Each person who is now, or who shall hereafter
become, a Director, officer, employee or agent of the Corporation, 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 Corporation) 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 (a) such act or omission (i) was committed in bad faith or (ii) was the
result of active and deliberate dishonesty or (b) such person actually received
an improper personal benefit in money, property or services or (c) 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 or officer of the Corporation at the time of the commission of
the act or the omission to act which is a subject of such proceeding may be
indemnified to such further extent, if any, consistent with law, as may be
provided in any contract between the Corporation 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.
SECTION VI.2 ADVANCEMENT OF EXPENSES Payment or reimbursement in advance
of the final disposition of any proceeding described in Section 6.1 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 the Corporation shall have
received:
(a) a written affirmation by such person of such person's good faith
belief that the standard of conduct necessary for indemnification by the
Corporation as authorized by law has been met; and
(b) 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.
Nothing contained in this Section 6.2 shall be construed to require the Cor
poration to pay or reimburse any expenses incurred by any such person prior to
the ultimate disposition of such proceeding or to require the Corporation to pay
or reimburse subsequent to the ultimate disposition of such proceeding any
expenses incurred by any such person, except as provided in Section 6.1.
SECTION VI.3 SERVICES IN OTHER CAPACITIES. Service in the capacity of a
Director, officer, employee or agent of the Corporation shall include service at
the request of the Corporation 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.
SECTION VI.4 RIGHTS NOT EXCLUSIVE 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.
ARTICLE VII
CERTAIN ADMINISTRATIVE MATTERS
SECTION VII.1 CHECKS All checks or demands for money or notes of the
Corporation shall be signed by such officer or officers as the Board of
Directors may from time to time designate.
SECTION VII.2 FISCAL YEAR The fiscal year shall begin the first day of
January of each year.
SECTION VII.3 ANNUAL STATEMENTS The Chairman of the Board or such other
officer or officers of the Corporation as he or she may direct, shall annually
prepare a full and true statement of the affairs of the Corporation, which shall
be submitted at the annual meeting of the stockholders and filed within 20 days
thereafter at the principal office of the Corporation in Baltimore, State of
Maryland.
SECTION VII.4 AMENDMENT TO BYLAWS Any and all provisions of these bylaws
may be altered, amended, or repealed and new bylaws be adopted only by the
stockholders at a duly constituted meeting or by the vote of a majority of the
entire Board of Directors at any meeting of the Board of Directors.
SECTION VII.5 OFFICES The Principal office of the Corporation shall be in
the City of Baltimore, State of Maryland. The Corporation may also have a place
of business in such other places as the Board of Directors may from time to time
appoint or the business of the Corporation may require.
SECTION VII.6 SEAL The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization, and the words, "Corporate Seal,
Maryland."
<PAGE>
EXHIBIT 4
THIS FOURTH AMENDMENT TO THE CROWN CENTRAL PETROLEUM CORPORATION EMPLOYEES
SAVINGS PLAN, made on this 25th day of June, 1998, BY CROWN CENTRAL PETROLEUM
CORPORATION, a Maryland Corporation:
WITNESSETH
WHEREAS, Crown Central Petroleum Corporation (the "Company") maintains the
Crown Central Petroleum Employees Savings Plan, amended and restated as of
January 1, 1987 and subsequently amended (the "Plan"). The Company has the
power to amend the Plan and now wishes to do so.
NOW, THEREFORE, the Plan is amended as follows:
I. Effective September 1, 1998, Section 3.2 of the Plan is amended by
deleting the last sentence in its entirety and by inserting the following new
sentence in its place:
Matachable Portion means up to eight percent (8%) of Compensation
allocated to Participant Pre-Tax and Participant After-Tax Contributions
pursuant to Section 3.1.
II. Effective January 1, 1998, Section 10.2 of the Plan is amended by
deleting the first paragraph in its entirety and by inserting the following new
paragraph in its place:
The distribution prescribed by Section 10.1 shall be a lump sum
distribution (a "cash out distribution") of the entire value of the
distributee's participant After-tax Contributions Account, his Participant Pre-
tax Contributions Account and his vested interest in his Employer Matching
Contribution Account. If the value of the vested portion of all the
participant's Account exceeds $5,000 ($3,500 for distributions prior to January
1, 1998), a cash out distribution may not be made prior to his Normal Retirement
Date unless he and his spouse shall have consented thereto in writing after
receiving the required notice of the right to defer a distribution. If such
value does not exceed $5,000 at the time of distribution ($3,500 for
distributions prior t January 1, 1998), the Participant's consent is not
required, and the Plan Administrator (following expiration of the 60 day period
hereinafter specified) will direct the Trustee to distribute such value in a
lump sum, in cash and/or in kind. A distribution in kind shall be subject to
the provisions of Section 7.5 and shall be made only if written application for
the same is filed with the Plan Administrator within sixty (60) days after the
Participant's separation from service.
III. In all respects not amended, the Plan is hereby ratified and confirmed.
* * * * *
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by
its duly authorized officer and its corporate seal duly attested as of the day
and year first above written.
ATTEST: CROWN CENTRAL PETROLEUM CORPORATION
/s/--DOLORES B. RAWLINGS By:/s/-- HENRY A. ROSENBERG, JR.
Chairman of the Board
<PAGE>
SECOND AMENDMENT TO FIRST RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO FIRST RESTATED CREDIT AGREEMENT (THIS "AMENDMENT")
IS MADE AS OF THE 13TH DAY OF AUGUST, 1998 AND EFFECTIVE AS OF JUNE 30, 1998,
AMONG: CROWN CENTRAL PETROLEUM CORPORATION, A CORPORATION DULY ORGANIZED AND
VALIDLY EXISTING UNDER THE LAWS OF THE STATE OF MARYLAND (THE "COMPANY"); EACH
BANK SIGNATORY HERETO; BANKBOSTON, N.A., AS DOCUMENTATION AGENT, AND
NATIONSBANK, N.A. (F/K/A NATIONSBANK OF TEXAS, N.A.), AS ADMINISTRATIVE AGENT
AND AS LETTER OF CREDIT AGENT.
RECITALS
1. THE COMPANY AND THE BANK PARTIES ENTERED INTO THAT CERTAIN FIRST
RESTATED CREDIT AGREEMENT DATED AS OF AUGUST 1, 1997, AS AMENDED BY FIRST
AMENDMENT TO FIRST RESTATED CREDIT AGREEMENT DATED AS OF MAY 14, 1998 (AS
AMENDED, THE "ORIGINAL AGREEMENT"), FOR THE PURPOSE AND CONSIDERATION THEREIN
EXPRESSED.
2. THE COMPANY AND THE BANK PARTIES SIGNATORY HERETO DESIRE TO AMEND THE
ORIGINAL AGREEMENT AS EXPRESSLY SET FORTH HEREIN.
NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND THE MUTUAL COVENANTS
AND AGREEMENTS CONTAINED HEREIN AND IN THE ORIGINAL AGREEMENT AND IN
CONSIDERATION OF THE CREDIT WHICH MAY HEREAFTER BE EXTENDED BY THE BANKS TO THE
COMPANY, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND
SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS
FOLLOWS:
ARTICLE I. -- DEFINITIONS AND REFERENCES
Section 1.1. TERMS DEFINED IN THE ORIGINAL AGREEMENT. Unless the context
otherwise requires or unless otherwise expressly defined herein, the terms
defined in the Original Agreement shall have the same meanings whenever used in
this Amendment.
Section 1.2. OTHER DEFINED TERMS. Unless the context otherwise requires,
the following terms when used in this Amendment shall have the meanings assigned
to them in this Section 1.2.
"Amendment" shall mean this Second Amendment to First Restated Credit
Agreement.
"Credit Agreement" shall mean the Original Agreement as amended
hereby.
ARTICLE II. -- AMENDMENTS TO ORIGINAL AGREEMENT
Section 2.1. DEFINITION OF CUMULATIVE ADJUSTED LIQUIDITY Capacity. Clause
(a) of the definition of "Cumulative Adjusted Liquidity Capacity" set forth in
Section 1.1 of the Original Agreement is hereby amended in its entirety to read
as follows:
(a) (i) $38,000,000 for the Determination Dates of July 31, 1998,
August 31, 1998, and September 30, 1998;
(ii) $43,000,000 for the Determination Date of October 31, 1998;
(iii) $48,000,000 for the Determination Date of November 30, 1998;
(iv) $53,000,000 for the Determination Date of December 31, 1998; and
(v) $28,000,000 for each Determination Date after January 1, 1999;
plus (minus)
the cumulative amount (without duplication) of the following as determined
for the Company on a Consolidated basis for the period (a "Determination
Period" in this definition) beginning on and including July 1, 1995, and
ending on and including such Determination Date:
Section 2.2. YEAR 2000 REPRESENTATION AND WARRANTY. Section 7 of the
Original Agreement is hereby amended by adding a new Section 7.18 at the end
thereof, to read as follows:
7.18 YEAR 2000 COMPLIANCE. The Company has (i) initiated a review
and assessment of all areas within its and each of its Subsidiaries'
business and operations (including those affected by suppliers and vendors)
that could be adversely affected by the "Year 2000 Problem" (that is, the
risk that computer applications used by the Company or any of its
Subsidiaries (or its suppliers and vendors) may be unable to recognize and
perform properly date-sensitive functions involving certain dates prior to
and any date after December 31, 1999), (ii) developed a plan and timeline
for addressing the Year 2000 Problem on a timely basis, and (iii) to date,
implemented that plan in accordance with that timetable. The Company
reasonably believes that all computer applications (including those of its
suppliers and vendors) that are material to its or any of its Subsidiaries'
business and operations will on a timely basis be able to perform properly
date-sensitive functions for all dates before and after January 1, 2000
(that is, be "Year 2000 compliant"), except to the extent that a failure to
do so would not present a material probability of a Material Adverse
Change.
Section 2.3. SHORT-TERM FIFO NET INCOME (LOSS). Section 8.23 of the
Original Agreement is hereby amended in its entirety to read as follows:
8.23 SHORT-TERM FIFO NET INCOME (LOSS). The Company shall cause FIFO
Net Income (Loss) to be greater than ($15,200,000) for each short-term
measurement period commencing on or after July 1, 1997 (i.e., either to be
positive or, if a loss, not to be a loss of more than $15,200,000), except
for (i) the short-term measurement period commencing on July 1, 1997, for
which the Company shall cause FIFO Net Income (Loss) to be greater than
($22,500,000) for such period and (ii) the short-term measurement periods
commencing on August 1, 1997, September 1, 1997, October 1, 1997, November
1, 1997 and December 1, 1997, for which the Company shall cause FIFO Net
Income (Loss) to be greater than ($45,000,000) for such periods. As used
in this Section 8.23, "short-term measurement period" means any period of
twelve consecutive calendar months.
Section 2.4. MID-TERM FIFO NET INCOME (LOSS). Section 8.24 of the
Original Agreement is hereby amended in its entirety to read as follows:
8.24 MID-TERM FIFO NET INCOME (LOSS). The Company shall cause FIFO
Net Income (Loss) to be greater than ($25,200,000) for each mid-term
measurement period commencing on or after July 1, 1996 (i.e., either to be
positive or, if a loss, not to be a loss of more than $25,200,000), except
for the mid-term measurement periods commencing on August 1, 1996,
September 1, 1996, October 1, 1996, November 1, 1996 and December 1, 1996,
for which the Company shall cause FIFO Net Income (Loss) to be greater than
($35,000,000) for such periods. As used in this Section 8.24, "mid-term
measurement period" means any period of twenty-four consecutive calendar
months.
Section 2.5. LIMITATION ON CAPITAL EXPENDITURES. Section 8 of the
Original Agreement is hereby amended by adding a new Section 8.27 at the end
thereof, to read as follows:
8.27 LIMITATION ON CAPITAL EXPENDITURES. The Company shall not incur
Consolidated Capital Expenditures (less the net book value of fixed assets,
plant or equipment sold in the ordinary course of business) greater than
$48,000,000 in calendar year 1998.
Section 2.6. PRODUCT HEDGING OBLIGATIONS. Section 8 of the Original
Agreement is hereby amended by adding a new Section 8.28 at the end thereof, to
read as follows:
8.28 PRODUCT HEDGING OBLIGATIONS. The Company shall not incur any
Product Hedging Obligation for any purpose other than to hedge changes in
underlying recognized assets or liabilities or firm commitments, as such
terms are defined by GAAP.
Section 2.7. YEAR 2000 COMPLIANCE. Section 8 of the Original Agreement is
hereby amended by adding a new Section 8.29 at the end thereof, to read as
follows:
8.29 YEAR 2000 COMPLIANCE. The Company will promptly notify
Administrative Agent in the event the Company discovers or determines that
any computer application (including those of its suppliers and vendors)
that is material to its or any of its Subsidiaries' business and operations
will not be Year 2000 compliant on a timely basis, except to the extent
that such failure would not present a material probability of causing a
Material Adverse Change.
Section 2.8. EVENTS OF DEFAULT. (a) The reference to "Sections 8.8
through and including 8.26 hereof" contained in clause (d) of Section 9.1 of the
Original Agreement is hereby amended to refer instead to "Sections 8.8 through
and including 8.29 hereof".
(b) Section 9.1 of the Original Agreement is hereby amended by adding new
clauses (m) and (n) at the end thereof, to read as follows:
(m) In the event the Company is, with respect to Product Hedging
Obligations, in a "speculative position" as defined by and determined
pursuant to GAAP, and the Company shall continue to be in such "speculative
position" for a period in excess of five consecutive Business Days; or
(n) The Company shall fail to substantially restructure the
Obligations on or prior to November 30, 1998, on terms and conditions
satisfactory to each and every Bank, in its own sole and absolute
discretion;
(c) The references to "clause (g) or (h)" in the last sentence of Section
9.1 of the Credit Agreement are hereby amended to refer instead to "clause (g),
(h) or (n)".
ARTICLE III. -- CONDITIONS OF EFFECTIVENESS
Section 3.1. EFFECTIVE DATE. This Amendment shall become effective when,
and only when, (i) Administrative Agent shall have received, at Administrative
Agent's office, a counterpart of this Amendment executed and delivered by the
Company, the Administrative Agent, the Letter of Credit Agent and the Majority
Banks and (ii) Administrative Agent shall have additionally received such
supporting documents as Administrative Agent may reasonably request.
Section 3.2. AMENDMENT FEE. In consideration hereof, and provided
Majority Banks shall have executed and delivered this Amendment on or before
5:00 p.m. EDT, Friday, August 13, 1998 (each such Bank executing and delivering
this Amendment on or before such date and time, an "Amending Bank"), the Company
hereby agrees to pay to the Administrative Agent, for the account of each Bank
signatory hereto on or before such date and time:
(a) an amendment fee, due and payable on the date hereof, equal to fifteen
Basis Points times such Bank's Commitment; and
(b) in the event the Credit Agreement and the Obligations thereunder are
not substantially restructured on or prior to October 31, 1998, an additional
amendment fee, due and payable on November 1, 1998, equal to ten Basis Points
times such Bank's Commitment.
ARTICLE IV. -- REPRESENTATIONS AND WARRANTIES
Section 4.1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. In order to
induce each Bank to enter into this Amendment, the Company represents and
warrants to each Bank that:
(a) The representations and warranties contained in Section 7 of the
Original Agreement are true and correct and no Default or Event of Default
exists at and as of the time of the effectiveness hereof, in each case
after giving effect to the amendments herein made.
(b) The Company is duly authorized to execute and deliver this
Amendment and is and will continue to be duly authorized to borrow monies
and to perform its obligations under the Credit Agreement. The Company has
duly taken all corporate action necessary to authorize the execution and
delivery of this Amendment and to authorize the performance of the
obligations of the Company hereunder.
(c) The execution and delivery by the Company of this Amendment, the
performance by the Company of its obligations hereunder and the
consummation of the transactions contemplated hereby do not and will not
conflict with any provision of law, statute, rule or regulation or of the
articles or certificate of incorporation and bylaws of the Company, or of
any material agreement, judgment, license, order or permit applicable to or
binding upon the Company, or result in the creation of any lien, charge or
encumbrance upon any assets or properties of the Company. Except for those
which have been obtained, no consent, approval, authorization or order of
any court or governmental authority or third party is required in
connection with the execution and delivery by the Company of this Amendment
or to consummate the transactions contemplated hereby.
(d) When duly executed and delivered, each of this Amendment and the
Credit Agreement will be a legal and binding obligation of the Company,
enforceable in accordance with its terms, except as limited by bankruptcy,
insolvency or similar laws of general application relating to the
enforcement of creditors' rights and by equitable principles of general
application.
ARTICLE V. -- MISCELLANEOUS
Section 5.1. RATIFICATION OF AGREEMENTS. The Original Agreement as hereby
amended, together with all of the other Loan Documents, are hereby ratified and
confirmed in all respects. Any reference to the Credit Agreement in any Loan
Document shall be deemed to be a reference to the Original Agreement as hereby
amended. The execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, operate as a waiver of any right, power or
remedy of the Banks under the Credit Agreement, the Notes, or any other Loan
Document nor constitute a waiver of any provision of the Credit Agreement, the
Notes or any other Loan Document.
Section 5.2. SURVIVAL OF AGREEMENTS. All representations, warranties,
covenants and agreements of the Company herein shall survive the execution and
delivery of this Amendment and the performance hereof, including without
limitation the making or granting of the Loans, and shall further survive until
all of the Obligations are paid in full. All statements and agreements
contained in any certificate or instrument delivered by the Company hereunder or
under the Credit Agreement to any Bank shall be deemed to constitute
representations and warranties by, and/or agreements and covenants of, the
Company under this Amendment and under the Credit Agreement.
Section 5.3. LOAN DOCUMENTS. This Amendment is a Loan Document, and all
provisions in the Credit Agreement pertaining to Loan Documents apply hereto.
Section 5.4. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of Texas and any applicable
laws of the United States of America in all respects, including construction,
validity and performance.
Section 5.5. COUNTERPARTS. This Amendment may be separately executed in
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed shall be deemed to constitute one and the same
Amendment.
IN WITNESS WHEREOF, this Amendment is executed as of the date first above
written.
CROWN CENTRAL PETROLEUM CORPORATION
By: /s/ - - John E. Wheeler, Jr.
John E. Wheeler, Jr. Executive
Vice President and
Chief Financial Officer
NATIONSBANK, N.A.
(f/k/a NationsBank of Texas, N.A.),
as Administrative Agent, Letter of Credit Agent
and a Bank
By: /s/ - - Patrick M. Delaney
Patrick M. Delaney
Senior Vice President
BANKBOSTON, N.A.,
as Documentation Agent and a Bank
By:
Name:
Title:
FIRST NATIONAL BANK OF MARYLAND, as a Bank
By: /s/--Susan Elliott Benninghoff
Name:Susan Elliott Benninghoff
Title:Vice President
FIRST UNION NATIONAL BANK, as a Bank
By: /s/ -- Kevin Mahon
Name: Kevin Mahon
Title: Vice President
DEN NORSKE BANK ASA, as a Bank
By: /s/ -- Byron L. Cooley
Name: Byron L. Cooley
Title: Senior Vice President
By: /s/ -- Charles E. Hall
Name: Charles E. Hall
Title: Senior Vice President
HIBERNIA NATIONAL BANK, as a Bank
By: /s/ -- S. John Castellano
Name: S. John Castellano
Title: Vice President
CRESTAR BANK, as a Bank
By: /s/--Paul R. Beliveau
Name: Paul R. Beliveau
Title: Vice President
PNC BANK, N.A., as a Bank
By: /s/--John R. Way
Name: John R. Way
Title:Assistant Vice President
<PAGE>
CROWN
(registered trademark)
Crown Central Petroleum Corporation
Refiners / marketers of petroleum products & petrochemicals
One North Charles Street, P.O. Box 1168, Baltimore, Maryland 21203, (410) 539-
7400
EXHIBIT 20
Institutional Inquiries:
JOHN E. WHEELER, JR.
Executive Vice President and
Chief Financial Officer
(410) 659-4803
Shareholder Inquiries:
JOSEPH M. COALE, III
Director, Corporate Communications
(410) 659-4856
FOR IMMEDIATE RELEASE
Baltimore, Maryland -- JULY 31, 1998
CROWN ANNOUNCES 1998 SECOND QUARTER RESULTS
- -------------------------------------------
Crown Central Petroleum Corporation announced today a net loss of $2.2
million ($.22 per share) in the second quarter of 1998, compared to a net profit
of $7.9 million ($.82 per share) in the second quarter of 1997. Sales and
operating revenues for the second quarter were $338 million compared to revenues
of $391 million in the second quarter of 1997.
For the first six months of 1998, the Company had a net loss of $15.9
million ($1.62 per share) on revenues of $663 million compared to a net profit
of $8.6 million ($.89 per share) on revenues of $786 million in the first half
of 1997.
Both refineries are operating at high efficiency levels. The industry
benchmark 3.2.1 Gulf Coast refining margin averaged $3.26 per barrel for the
second quarter. West Texas Intermediate Crude fluctuated widely but averaged
$14.63 per barrel for the quarter, reaching its lowest level since August of
1986. Retail prices for gasoline, adjusted for inflation, reached their lowest
level in 70 years.
The Company's refining profit, before taxes, was $5.6 million in the second
quarter this year but a loss of $24.3 million for the first six months. These
figures, in part, reflect losses from long positions in crude and products in a
down market and from lost time due to operational disruptions. In addition, the
Company's practice of pricing crude forward in a falling market resulted in
inventory losses as well, which impacted the quarter results.
Retail marketing operating results for the second quarter were
disappointing. Retail marketing reported a loss of $.6 million compared to a
$2.6 million profit for the second quarter of 1997. For the first six months of
1998, net retail profit totaled $3.5 million compared to $6.6 million for the
prior year period.
Retail same store gasoline volumes decreased 2.3% for the quarter while
overall gasoline volumes were up slightly. Merchandise gross margins improved
1.7% compared to the same period last year on a same store basis. Overall same
store merchandise sales were strong showing an increase of 7.9% for the quarter
and 5.2% for the six months. Store count increased to 344 units over the prior
period's 337.
Crown Chairman, Henry A. Rosenberg, Jr., in commenting on the results said,
"Consistent with a four year pattern, second quarter figures showed significant
improvement over those of the first quarter." Further, Mr. Rosenberg said,
"Despite the disappointing operating results, the Company's financial position
continues to be strong with good liquidity and a reasonable amount of debt in
proportion to the Company's total capitalization."
Headquartered in Baltimore, Maryland since 1930, Crown operates two Texas
refineries with a total capacity of 152,000 barrels per day, 344 Crown gasoline
stations and convenience stores in the Mid-Atlantic and Southeastern U.S., and
13 product terminals along the Colonial, Plantation and Texas Eastern Products
pipelines.
Sincerely,
/s/-- HENRY A. ROSENBERG, JR.
HENRY A. ROSENBERG, JR.
Chairman of the Board,
Chief Executive Officer and
President
<PAGE>
<TABLE>
<CAPTION>
Crown Central Petroleum Corporation and Subsidiaries
Dollars in thousands, except per share data
Six Months Ended Three Months Ended
June 30 June 30
1998 1997 1998 1997
--------- -------- --------- --------
<S> <C> <C> <C> <C>
Sales and operating $666,793 $789,181 $339,154 $393,079
revenues
(Loss) income before (24,367) 1 ( 12,891
income taxes 4,314 2,175 )
Net (loss) income (15,894) 8 ( 7,907
,631 2,151 )
Net (loss) income per
share:
Basic $ (1.62) $ .89 $ (.22) $ .82
Diluted (1.62) . ( .81
88 .22 )
Weighted average shares
used in the computation
of (loss) income per
share:
Basic 9,825,312 9 9 9,733,647
,733,813 ,838,915
Diluted 9,825,312 9 9 9,757,351
,853,887 ,838,915
</TABLE>
<TABLE>
<CAPTION>
EXHIBIT 20
CROWN CENTRAL PETROLEUM CORPORATION
OPERATING STATISTICS
Six Months Ended Three Months Ended
June 30 June 30
1998 1997 1998 1997
--------- --------- -------- --------
-
<S> <C> <C> <C> <C>
COMBINED REFINERY
OPERATIONS
- -----------------------
Production (BPD - M) 158 159 166 165
Production (MMbbl) 28.6 28.9 15.1 15.0
Sales (MMbbl) 31.1 30.7 16.1 16.4
Gross Margin ($/bbl) 1.36 2.40 2.34 2.76
Gross Profit ($MM) 42.2 73.7 37.7 45.3
Operating Cost ($/bbl) (2.14 ) (2.04) (1.99) (1.93 )
Operating Cost ($MM) (66.5 ) (62.7) (32.1) (31.8 )
Refining Operating (Loss) (24.3 ) 11.0 5.6 13.5
Profit ($MM)
RETAIL
- -----------------------
Number Stores 344 337 344 337
Volume (pmps - Mgal) 126 130 130 133
Volume (MMgal) 259 263 135 134
Gasoline Gross Margin 0.113 0.111 0.096 0.108
($/gal)
Gasoline Gross Profit ($MM) 29.2 29.3 12.9 14.4
Merchandise Sales (pmps - 26.0 25.1 28.3 26.2
$M)
Merchandise Sales ($MM) 53.6 50.7 29.2 26.5
Merchandise Gross Margin 30.8 30.8 30.1 30.9
(%)
Merchandise Gross Profit 16.5 15.6 8.8 8.2
($MM)
Retail Gross Profit ($MM) 45.7 44.9 21.7 22.6
Retail Operating Costs (20.4 ) (18.5) (21.4) (18.8 )
(pmps - $M)
Retail Operating Costs (42.0 ) (37.5) (22.1) (19.4 )
($MM)
Retail Non-Operating (0.2 ) (0.8) (0.2) (0.6 )
(Expense) ($MM)
Retail Operating Profit 3.5 6.6 (0.6) 2.6
(Loss) ($MM)
WHOLESALE / TERMINAL
OPERATING (LOSS) PROFIT (3.1 ) (2.8) 0.5 (0.7 )
($MM)
OTHER
- ----------
LIFO Recovery ($MM) 15.7 16.7 0.7 6.8
Corporate Overhead ($MM) (11.7 ) (10.4) (6.0) (5.4 )
Net Interest (Expense) (6.1 ) (5.9) (3.3) (2.9 )
($MM)
Other Income (Expense)($MM) 1.6 (0.9) 0.9 (1.0 )
Income Tax Benefit 8.5 (5.7) -- (5.0 )
(Expense) ($MM)
Total Net (Loss) Income (15.9 ) 8.6 (2.2) 7.9
($MM)
Depreciation & Amortization 16.6 15.3 8.5 7.5
($MM)
Net Interest Expense ($MM) 6.1 5.8 3.3 2.9
LIFO (Recovery) ($MM) (15.7 ) (16.7) (0.7) (6.8 )
(Gain) loss from Asset (0.2 ) (0.2) (0.2) 0.4
Disposals ($MM)
Income Tax (Benefit) (8.5 ) 5.7 -- 5.0
Expense ($MM)
EBITDAAL ($MM) (17.6 ) 18.5 8.7 16.9
Capital Expenditures ($MM) 16.7 12.2 6.7 5.1
<FN>
BPD = Barrels Per Day
bbl = barrel or barrels as applicable
gal = gallon or gallons as applicable
pmps = per month per store
M = in thousands
MM = in millions
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<PERIOD-TYPE> 6-MOS
<CAPTION>
EXHIBIT 27 (a)
Crown Central Petroleum Corporation and Subsidiaries
Financial Data Schedule
(In thousands, except per share amounts)
Six Months
Ended
June 30, 1998
---------------
<S> <C>
<CASH> $ 6,981
<SECURITIES> 23,883
<RECEIVABLES> 78,927
<ALLOWANCES> (607 )
<INVENTORY> 130,464
<CURRENT-ASSETS> 251,625
<PP&E> 649,543
<DEPRECIATION> 351,224
<TOTAL-ASSETS> 594,488
<CURRENT-LIABILITIES> 194,040
<BONDS> 130,973
0
0
<COMMON> 50,355
<OTHER-SE> 141,687
<TOTAL-LIABILITY-AND-EQUITY> 594,488
<SALES> 666,793
<TOTAL-REVENUES> 666,793
<CGS> 616,741
<TOTAL-COSTS> 616,741
<OTHER-EXPENSES> 68,868
<LOSS-PROVISION> 150
<INTEREST-EXPENSE> 7,171
<INCOME-PRETAX> (24,367 )
<INCOME-TAX> (8,473 )
<INCOME-CONTINUING> (15,894 )
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (15,894 )
<EPS-PRIMARY> (1.62 )
<EPS-DILUTED> (1.62 )
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<PERIOD-TYPE> 6-MOS
<CAPTION>
EXHIBIT 27 (b)
Crown Central Petroleum Corporation and Subsidiaries
Financial Data Schedule - As Revised
(In thousands, except per share amounts)
Six Months
Ended
June 30, 1997
---------------
<S> <C>
<CASH> $ 6,808
<SECURITIES> 36,987
<RECEIVABLES> 94,174
<ALLOWANCES> (751 )
<INVENTORY> 94,714
<CURRENT-ASSETS> 239,560
<PP&E> 621,754
<DEPRECIATION> 330,093
<TOTAL-ASSETS> 571,215
<CURRENT-LIABILITIES> 172,626
<BONDS> 126,518
0
0
<COMMON> 49,976
<OTHER-SE> 146,041
<TOTAL-LIABILITY-AND-EQUITY> 571,215
<SALES> 789,181
<TOTAL-REVENUES> 789,181
<CGS> 706,018
<TOTAL-COSTS> 706,018
<OTHER-EXPENSES> 63,610
<LOSS-PROVISION> (377 )
<INTEREST-EXPENSE> 7,017
<INCOME-PRETAX> 14,314
<INCOME-TAX> 5,683
<INCOME-CONTINUING> 8,631
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,631
<EPS-PRIMARY> .89
<EPS-DILUTED> .88
</TABLE>
