SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Crown Central Petroleum Corporation
(Name of Issuer)
Class B Common Stock
(Title of Class of Securities)
228219
(CUSIP Number)
John S. Graham, III, Esq.
McGuire, Woods, Battle & Boothe LLP
Blaustein Building
One North Charles Street
Baltimore, Maryland 21201-3793
(410) 659-4416
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 29, 1998
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Note. Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule 13d-
1(a) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for
a reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
1) Names of Reporting Persons/I.R.S. Identification Nos. of
Above Persons (Entities Only)
American Trading and Production Corporation 52-0225924
2) Check the Appropriate Row if a Member of a Group (See
Instructions)
(a) X
(b)
3) SEC Use Only
4) Source of Funds (See Instructions)
N/A
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d)or 2(e)
6) Citizenship or Place of Organization State of Maryland
Number of 7) Sole Voting Power 0
Shares Bene-
ficially 8) Shared Voting Power 0
Owned by
Each 9) Sole Dispositive Power 0
Reporting
Person With 10)Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
0
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) 0%
14) Type of Reporting Person (See Instructions)
CO
1) Names of Reporting Persons/I.R.S. Identification Nos. of
Above Persons (Entities Only)
ATAPCO, Inc. 51-0363543
2) Check the Appropriate Row if a Member of a Group (See
Instructions)
(a) X
(b)
3) SEC Use Only
4) Source of Funds (See Instructions)
N/A
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d)or 2(e)
6) Citizenship or Place of Organization
State of Delaware
Number of 7) Sole Voting Power 591,629
Shares Bene-
ficially 8) Shared Voting Power 0
Owned by
Each 9) Sole Dispositive Power 591,629
Reporting
Person With 10)Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
591,629
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) 11.45%
14) Type of Reporting Person (See Instructions)
CO
1) Names of Reporting Persons/I.R.S. Identification Nos. of
Above Persons (Entities Only)
Mary Jane Blaustein
2) Check the Appropriate Row if a Member of a Group (See
Instructions)
(a) X
(b)
3) SEC Use Only
4) Source of Funds (See Instructions)
N/A
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d)or 2(e)
6) Citizenship or Place of Organization
United States of America
Number of 7) Sole Voting Power 0
Shares Bene-
ficially 8) Shared Voting Power 0
Owned by
Each 9) Sole Dispositive Power 0
Reporting
Person With 10)Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
0
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) 0%
14) Type of Reporting Person (See Instructions)
IN
1) Names of Reporting Persons/I.R.S. Identification Nos. of
Above Persons (Entities Only)
Barbara B. Hirschhorn
2) Check the Appropriate Row if a Member of a Group (See
Instructions)
(a) X
(b)
3) SEC Use Only
4) Source of Funds (See Instructions)
N/A
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d)or 2(e)
6) Citizenship or Place of Organization
United States of America
Number of 7) Sole Voting Power 2,257
Shares Bene-
ficially 8) Shared Voting Power 10,410
Owned by
Each 9) Sole Dispositive Power 2,257
Reporting
Person With 10)Shared Dispositive Power 10,410
11) Aggregate Amount Beneficially Owned by Each Reporting Person
12,667
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) 0.25%
14) Type of Reporting Person (See Instructions)
IN
1) Names of Reporting Persons/I.R.S. Identification Nos. of
Above Persons (Entities Only)
Elizabeth B. Roswell
2) Check the Appropriate Row if a Member of a Group (See
Instructions)
(a) X
(b)
3) SEC Use Only
4) Source of Funds (See Instructions)
N/A
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d)or 2(e)
6) Citizenship or Place of Organization
United States of America
Number of 7) Sole Voting Power 2,256
Shares Bene-
ficially 8) Shared Voting Power 10,410
Owned by
Each 9) Sole Dispositive Power 2,256
Reporting
Person With 10)Shared Dispositive Power 10,410
11) Aggregate Amount Beneficially Owned by Each Reporting Person
12,666
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) 0.25%
14) Type of Reporting Person (See Instructions)
IN
1) Names of Reporting Persons/I.R.S. Identification Nos. of
Above Persons (Entities Only)
Ruth R. Marder
2) Check the Appropriate Row if a Member of a Group (See
Instructions)
(a) X
(b)
3) SEC Use Only
4) Source of Funds (See Instructions)
N/A
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d)or 2(e)
6) Citizenship or Place of Organization
United States of America
Number of 7) Sole Voting Power 908
Shares Bene-
ficially 8) Shared Voting Power 0
Owned by
Each 9) Sole Dispositive Power 908
Reporting
Person With 10)Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
908
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) 0.018%
14) Type of Reporting Person (See Instructions)
IN
1) Names of Reporting Persons/I.R.S. Identification Nos. of
Above Persons (Entities Only)
Henry A. Rosenberg, Jr.
2) Check the Appropriate Row if a Member of a Group (See
Instructions)
(a) X
(b)
3) SEC Use Only
4) Source of Funds (See Instructions)
N/A
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d)or 2(e)
6) Citizenship or Place of Organization
United States of America
Number of 7) Sole Voting Power 229,199
Shares Bene-
ficially 8) Shared Voting Power 10,410
Owned by
Each 9) Sole Dispositive Power 229,199
Reporting
Person With 10)Shared Dispositive Power 10,410
11) Aggregate Amount Beneficially Owned by Each Reporting Person
239,609
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) 4.50%
14) Type of Reporting Person (See Instructions)
IN
1) Names of Reporting Persons/I.R.S. Identification Nos. of
Above Persons (Entities Only)
Judith R. Hoffberger
2) Check the Appropriate Row if a Member of a Group (See
Instructions)
(a) X
(b)
3) SEC Use Only
4) Source of Funds (See Instructions)
N/A
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d)or 2(e)
6) Citizenship or Place of Organization
United States of America
Number of 7) Sole Voting Power 419
Shares Bene-
ficially 8) Shared Voting Power 0
Owned by
Each 9) Sole Dispositive Power 419
Reporting
Person With 10)Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
419
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) 0.008%
14) Type of Reporting Person (See Instructions)
IN
1) Names of Reporting Persons/I.R.S. Identification Nos. of
Above Persons (Entities Only)
Susan B. Berlow
2) Check the Appropriate Row if a Member of a Group (See
Instructions)
(a) X
(b)
3) SEC Use Only
4) Source of Funds (See Instructions)
N/A
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d)or 2(e)
6) Citizenship or Place of Organization
United States of America
Number of 7) Sole Voting Power 0
Shares Bene-
ficially 8) Shared Voting Power 0
Owned by
Each 9) Sole Dispositive Power 0
Reporting
Person With 10)Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
0
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) 0%
14) Type of Reporting Person (See Instructions)
IN
1) Names of Reporting Persons/I.R.S. Identification Nos. of
Above Persons (Entities Only)
Jeanne B. Bokor
2) Check the Appropriate Row if a Member of a Group (See
Instructions)
(a) X
(b)
3) SEC Use Only
4) Source of Funds (See Instructions)
N/A
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d)or 2(e)
6) Citizenship or Place of Organization
United States of America
Number of 7) Sole Voting Power 0
Shares Bene-
ficially 8) Shared Voting Power 0
Owned by
Each 9) Sole Dispositive Power 0
Reporting
Person With 10)Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
0
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) 0%
14) Type of Reporting Person (See Instructions)
IN
1) Names of Reporting Persons/I.R.S. Identification Nos. of
Above Persons (Entities Only)
Louis B. Thalheimer
2) Check the Appropriate Row if a Member of a Group (See
Instructions)
(a) X
(b)
3) SEC Use Only
4) Source of Funds (See Instructions)
N/A
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d)or 2(e)
6) Citizenship or Place of Organization
United States of America
Number of 7) Sole Voting Power 5
Shares Bene-
ficially 8) Shared Voting Power 68
Owned by
Each 9) Sole Dispositive Power 5
Reporting
Person With 10)Shared Dispositive Power 68
11) Aggregate Amount Beneficially Owned by Each Reporting Person
73
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) 0.001%
14) Type of Reporting Person (See Instructions)
IN
1) Names of Reporting Persons/I.R.S. Identification Nos. of
Above Persons (Entities Only)
Marjorie T. Coleman
2) Check the Appropriate Row if a Member of a Group (See
Instructions)
(a) X
(b)
3) SEC Use Only
4) Source of Funds (See Instructions)
N/A
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d)or 2(e)
6) Citizenship or Place of Organization
United States of America
Number of 7) Sole Voting Power 0
Shares Bene-
ficially 8) Shared Voting Power 68
Owned by
Each 9) Sole Dispositive Power 0
Reporting
Person With 10)Shared Dispositive Power 68
11) Aggregate Amount Beneficially Owned by Each Reporting Person
68
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) 0.001%
14) Type of Reporting Person (See Instructions)
IN
1) Names of Reporting Persons/I.R.S. Identification Nos. of
Above Persons (Entities Only)
Elizabeth T. Wachs
2) Check the Appropriate Row if a Member of a Group (See
Instructions)
(a) X
(b)
3) SEC Use Only
4) Source of Funds (See Instructions)
N/A
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d)or 2(e)
6) Citizenship or Place of Organization
United States of America
Number of 7) Sole Voting Power 0
Shares Bene-
ficially 8) Shared Voting Power 68
Owned by
Each 9) Sole Dispositive Power 0
Reporting
Person With 10) Shared Dispositive Power 68
11) Aggregate Amount Beneficially Owned by Each Reporting Person
68
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) 0.001%
14) Type of Reporting Person (See Instructions)
IN
1) Names of Reporting Persons/I.R.S. Identification Nos. of
Above Persons (Entities Only)
Edward L. Rosenberg
2) Check the Appropriate Row if a Member of a Group (See
Instructions)
(a) X
(b)
3) SEC Use Only
4) Source of Funds (See Instructions)
N/A
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d)or 2(e)
6) Citizenship or Place of Organization
United States of America
Number of 7) Sole Voting Power 58,439
Shares Bene-
ficially 8) Shared Voting Power 0
Owned by
Each 9) Sole Dispositive Power 58,439
Reporting
Person With 10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
58,439
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) 1.12%
14) Type of Reporting Person (See Instructions)
IN
1) Names of Reporting Persons/I.R.S. Identification Nos. of
Above Persons (Entities Only)
Frank B. Rosenberg
2) Check the Appropriate Row if a Member of a Group (See
Instructions)
(a) X
(b)
3) SEC Use Only
4) Source of Funds (See Instructions)
N/A
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d)or 2(e)
6) Citizenship or Place of Organization
United States of America
Number of 7) Sole Voting Power 47,345
Shares Bene-
ficially 8) Shared Voting Power 0
Owned by
Each 9) Sole Dispositive Power 47,345
Reporting
Person With 10)Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
47,345
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) 0.91%
14) Type of Reporting Person (See Instructions)
IN
1) Names of Reporting Persons/I.R.S. Identification Nos. of
Above Persons (Entities Only)
Jeffrey A. Hoffberger
2) Check the Appropriate Row if a Member of a Group (See
Instructions)
(a) X
(b)
3) SEC Use Only
4) Source of Funds (See Instructions)
N/A
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d)or 2(e)
6) Citizenship or Place of Organization
United States of America
Number of 7) Sole Voting Power 175
Shares Bene-
ficially 8) Shared Voting Power 0
Owned by
Each 9) Sole Dispositive Power 175
Reporting
Person With 10)Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
175
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) 0.003%
14) Type of Reporting Person (See Instructions)
IN
1) Names of Reporting Persons/I.R.S. Identification Nos. of
Above Persons (Entities Only)
Russell J. Hoffberger
2) Check the Appropriate Row if a Member of a Group (See
Instructions)
(a) X
(b)
3) SEC Use Only
4) Source of Funds (See Instructions)
N/A
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d)or 2(e)
6) Citizenship or Place of Organization
United States of America
Number of 7) Sole Voting Power 175
Shares Bene-
ficially 8) Shared Voting Power 0
Owned by
Each 9) Sole Dispositive Power 175
Reporting
Person With 10)Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
175
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) 0.003%
14) Type of Reporting Person (See Instructions)
IN
American Trading and Production Corporation ("American
Trading"), ATAPCO, Inc. ("ATAPCO"), and the other undersigned
persons who, together with American Trading and ATAPCO, make up
the ATAPCO Group (the AGroup@) hereby amend the Schedule 13D (the
ASchedule 13D@) filed February 14, 1992 with respect to the Class
B Common Stock, $5.00 par value (the ACrown Class B Common
Stock@) of Crown Central Petroleum Corporation, a Maryland
corporation (ACrown@), which has its principal executive offices
at One North Charles Street, Baltimore, Maryland, 21201.
Items 2, 4, 5, 6 and 7 of the Schedule 13D are amended as
set forth below.
Item 2. Identity and Background
This amendment is filed on behalf of the Group, which
consists of the persons listed in the Schedule 13D except that
(i) ATAPCO, a subsidiary of American Trading formed after the
filing of the Schedule 13D, now owns all of the Crown Class B
Common Stock previously owned by American Trading, (ii) Ruth B.
Rosenberg has died, (iii) the Estate of Morton K. Blaustein has
been settled and Mary Jane Blaustein, Susan B. Berlow and Jeanne
B. Bokor are no longer members of the Group, and (iv) some of the
executive officers and directors of American Trading have
changed. The current Group members are as denoted on the
following list. If no address is given, the person's business
address is c/o American Trading and Production Corporation, One
North Charles Street, Baltimore, Maryland 21201.
A. American Trading and Production Corporation, a Maryland
corporation, which has its principal offices at One North Charles
Street, Baltimore, Maryland 21201. American Trading and its
subsidiaries are engaged in oil and gas exploration, production
and marketing; real estate ownership, management and development;
office products and commercial sound and communications products
manufacturing and distribution; and domestic and international
distribution of proprietary electronic access control systems.
The names of the executive officers (including officers in
charge of principal business units, divisions and functions and
officers who perform policy-making functions) and directors of
American Trading, their business or residence addresses and their
present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted are set forth
below. If no business or residence address is given, the
executive officer or director's business address is American
Trading and Production Corporation, One North Charles Street,
Baltimore, Maryland 21201.
Louis B. Thalheimer Chairman of the Board, Chief
Executive Officer and Director of
American Trading and Chairman of
the Board, Chief Executive
Officer and Director of ATAPCO
Hans Fristedt President, Chief Operating
Officer and Director of American
Trading and President of ATAPCO
Sanford V. Schmidt Senior Vice President and Chief
Administrative Officer of
American Trading
Alan G. Choate Vice President - Law, Assistant
Secretary and General Counsel of
American Trading and Secretary
and Director of ATAPCO
Daniel B. Hirschhorn Vice President and Controller and
Director of American Trading and
Vice President and Director of
ATAPCO
G. Henry Koether Vice President and Treasurer of
American Trading and Treasurer
and Director of ATAPCO
Gary Yeldezian Vice President, Senior Corporate
Counsel, Assistant Secretary of
American Trading
Barry L. Miller Vice President - Taxation of
American Trading
Kenneth L. Cation President, Security and
Communications Group of American
Trading
Albert E. Fontenot, Jr. President, Office Products Group
North America of American Trading
Alan E. Kerry President of American Trading
Real Estate Properties, Inc. and
American Trading Real Estate
Company, Inc.
Tommie E. Yates Vice President and General
7676 Hillmont, Suite 350 Manager, Oil and Gas Division of
Houston, TX 77040 American Trading
Susan B. Berlow Director of American Trading;
9 East Melrose Street, Self- Employed Journalist and
Chevy Chase, MD 20815 Composer
John S. Graham, III Director of American Trading;
McGuire, Woods, Battle & Partner, McGuire, Woods, Battle &
Boothe LLP Boothe LLP
Blaustein Building One James Center
One North Charles Street Richmond Virginia 23219
Baltimore, MD 21101-
3793
David B. Hirschhorn Director of American Trading;
retired
William E. Mayer Director of American Trading;
500 Park Avenue, Suite Partner, Development Capital,
510, New York NY 10022 LLC, New York NY
Malcolm S. McDonald Director of American Trading;
First Union National retired
Bank
7 North 8th Street
Richmond, VA 23219
Edward L. Rosenberg Director of American Trading;
Crown Central Petroleum Executive Vice President - Supply
Corporation, Blaustein and Transportation of Crown
Building, One North Central Petroleum Corporation
Charles Street
Baltimore, MD 21203
Henry A. Rosenberg, Jr. Director of American Trading and
Crown Central Petroleum Director of ATAPCO; Chairman of
Corporation, Blaustein the Board, President, Chief
Building, One North Executive Officer, Chief
Charles Street Operating Officer and Director of
Baltimore, MD 21203 Crown Central Petroleum
Corporation
Robert A. Roswell Director of American Trading; Co-
9009 Reisterstown Road, Owner of Systems Source,
Baltimore Maryland 21200 Baltimore Maryland
Joshua Wachs Director of American Trading
DNC Political Regional Desk Director, Political
Department, 499 South Department, Democratic National
Capitol Street, S.E. Committee
Suite 104, Washington,
D.C. 20003
B. ATAPCO, Inc., a Delaware Corporation, which has
its principal offices at 220 Continental Drive,
Suite 103, Newark,Delaware 19713. ATAPCO,
a wholly-owned subsidiary of American Trading, is a
holding company which holds the publicly traded
securities owned by American Trading. The
executive officers (including officers in
charge of principal business units, divisions
and functions and officers who perform
policy-making functions) and directors of ATAPCO,
their business or residence addresses and
thier present principal occupation or employment
and the name, pricipal business and address of
any corporation or other organization in which
such employment is conducted are set forth
below. If no business or residence address is
given, the executive officer or director's
business address is American Trading and
Production Corporation, One North Charles Street,
Baltimore, Maryland, 21201.
Louis B. Thalheimer Chairman of the Board, Chief
Executive Officer and Director
of ATAPCO and Chairman of the
Board, Chief Executive Officer
and Director of American
Trading
Hans Fristedt President of ATAPCO and
President, Chief Operating
Officer and Director of
American Trading
Daniel B. Hirschhorn Vice President and Director of
ATAPCO and Vice President and
Controller and Director of
American Trading
Alan G. Choate Secretary and Director of
ATAPCO and Vice President -
Law, Assistant Secretary and
General Counsel of American
Trading
G. Henry Koether Treasurer and Director of
ATAPCO and Vice President and
Treasurer of American Trading
Henry A. Rosenberg, Jr. Director of ATAPCO and Director
Crown Central Petroleum of American Trading; Chairman
Corporation, Blaustein of the Board, President, Chief
Building, One North Executive Officer, Chief
Charles Street Operating Officer and Director
Baltimore, MD 21203 of Crown Central Petroleum
Corporation
C. Mary Jane Blaustein Assistant Professor of
Psychiatry at Johns Hopkins
University School of Medicine,
Baltimore, Maryland 21218
D. Barbara B. Hirschhorn Not applicable
E. Elizabeth B. Roswell Not applicable
F. Ruth R. Marder Not applicable
G. Henry A. Rosenberg, Jr. Chairman of the Board,
Crown Central Petroleum President, Chief Executive
Corporation, Blaustein Officer, Chief Operating
Building, One North Officer and Director of Crown
Charles Street, Central Petroleum Corporation
Baltimore, Maryland 21203
H. Judith R. Hoffberger Not applicable
I. Susan B. Berlow Self-Employed Journalist and
9 East Melrose Street Composer
Chevy Chase, MD 20815
J. Jeanne B. Bokor Clinical Psychologist
K. Louis B. Thalheimer Chairman of the Board, Chief
Executive Officer and Director
of American Trading
L. Marjorie T. Coleman Not applicable
M. Elizabeth T. Wachs Not applicable
N. Edward L. Rosenberg Executive Vice President-Supply
Crown Central Petroleum and Transportation of Crown
Corporation, Blaustein Central Petroleum Corporation
Building, One North
Charles Street,
Baltimore, Maryland 21203
O. Frank B. Rosenberg Senior Vice-President Marketing
Crown Central Petroleum of Crown Central Petroleum
Corporation, Blaustein Corporation
Building, One North
Charles Street,
Baltimore, Maryland 21203
P. Jeffrey A. Hoffberger Self-Employed Sound Engineer
Q. Russell J. Hoffberger Laundry Service Route
Supervisor, North Kingstown,
Rhode Island
During the last five years, none of the American Trading or
ATAPCO executive officers, directors or Group members has been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors)nor been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a
result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities law or finding any violations with respect to such
laws.
American Trading is a Maryland corporation and ATAPCO is a
Delaware Corporation. Except for Hans Fristedt, who is a citizen
of Sweden, all of the ATAPCO executive officers, directors and
Group members are citizens of the United States of America.
Item 4. Purpose of Transaction
American Trading is considering a recapitalization which
would divide the active businesses of American Trading among
three groups of American Trading shareholders. If this
recapitalization is effectuated, the shares of Crown currently
held by ATAPCO would be transferred to a company that is
presently a wholly owned subsidiary of American Trading and all
of the shares of this subsidiary would be distributed to existing
trusts for the benefit of certain descendants of Ruth B.
Rosenberg. The trustees of each of these trusts are Henry A.
Rosenberg, Jr., Ruth R. Marder and Judith R. Hoffberger. A
request was filed with the Internal Revenue Service on June 29,
1998 for certain tax rulings in connection with this
recapitalization and split-up. This recapitalization and split-
up would be subject to receipt of a favorable ruling from the
Internal Revenue Service and various other conditions. There can
be no assurance as to whether or when this transaction will
occur.
Item 5. Interest in Securities of the Issuer
(a) In the aggregate, the Group beneficially owns 943,285
shares of Crown Class B Common Stock, which is 17.52% of the
outstanding Crown Class B Common Stock.
(b) See Cover Pages, Items 7, 8, 9 and 10.
Under the will of Alvin Thalheimer, First Union
National Bank (AFirst Union@), a national banking association, is
a trustee with Louis B. Thalheimer, Elizabeth T. Wachs and
Marjorie T. Coleman of three trusts (the AAT Trusts@) for the
benefit of Mr. Thalheimer, Mrs. Wachs and Mrs. Coleman,
respectively. Under the AT Trusts, the trustees share voting and
investment power over 68 shares of Crown Class B Common Stock
held for the benefit of Mr. Thalheimer and 67 shares of Crown
Class B Common Stock held for the benefit of each of Mrs. Wachs
and Mrs. Coleman. First Union, the principal business of which
is general banking and financial services, is located at 7 St.
Paul Street, 2nd Floor, Baltimore, Maryland 21202.
During the last five years, First Union has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a
result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violations with respect to such
laws.
(c) Other than the acquisitions of 155 shares by Henry A.
Rosenberg, Jr. and of 50 shares by Frank B. Rosenberg through the
Crown Central Petroleum Corporation Employees Savings Plan and
the Crown Central Petroleum Corporation Employees Supplemental
Savings Plan, there were no Class B Common Stock transactions
effected during the past 60 days by the persons named in response
to paragraph (a).
(d) None.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
All of the outstanding stock of American Trading is owned by
the descendants of Louis Blaustein, and by trusts for the benefits
of descendants of Louis Blaustein whose trustees are (with certain
exceptions) descendants of Louis Blaustein or their spouses, many
of whom also own shares of Crown Class B Common Stock. With
American Trading and ATAPCO, those persons constitute the Group.
Barbara B. Hirschhorn, Elizabeth B. Roswell and Nancy P.
Blaustein are trustees under three trust agreements of Hilda K.
Blaustein, each dated June 28, 1973 (the AHKB Trusts@), for the
benefit of Mary Jane Blaustein, Barbara B. Hirschhorn and Elizabeth
B. Roswell, respectively. Under the HKB Trusts, the trustees share
voting and investment power over a total of 10,410 shares of Crown
Class B Common Stock held for the benefit of Mrs. Blaustein and
Mrs. Hirschhorn and Mrs. Roswell.
Louis Blaustein's grandson, Henry A. Rosenberg, Jr., who is
the Chairman, President and Chief Executive Officer and Chief
Operating Officer of Crown, and a director of American Trading and
a director of ATAPCO, individually owns 78,493 shares of Crown
Class B Common Stock and owns options which, if exercised, would
entitle him to acquire a further 150,706 shares of Crown Class B
Common Stock. Henry A. Rosenberg Jr.'s sons, Edward L. Rosenberg
(the Executive Vice President - Supply and Transportation of Crown
and a director of American Trading) and Frank B. Rosenberg (Senior
Vice President - Marketing of Crown) individually own 24,420 shares
and 17,552 shares of Crown Class B Common Stock, respectively, and
individually own options which, if exercised, would entitle each of
them to acquire a further 34,019 and 29,793 shares of Crown Class B
Common Stock, respectively.
Louis Blaustein's granddaughters, Ruth R. Marder and Judith R.
Hoffberger individually own 908 and 419 shares, respectively, of
Crown Class B Common Stock. Mrs. Hoffberger's sons, Jeffrey A.
Hoffberger and Russell J. Hoffberger, each own 175 shares of Crown
Class B Common Stock.
The Estate of Morton K. Blaustein (the "MKB Estate") has been
settled. The shares previously held by the MKB Estate for the
benefit of Mary Jane Blaustein, Susan B. Berlow, and Jeanne B.
Bokor were sold by the MKB Estate, and Mesdames Blaustein, Berlow
and Bokor no longer have any beneficial interest in any shares of
Crown Class B Common Stock.
In addition to serving as trustees of the HKB Trusts, Mr.
Blaustein's sisters, Barbara B. Hirschhorn and Elizabeth B.
Roswell, individually own 2,257 and 2,256 shares, respectively, of
Crown Class B Common Stock. Mrs. Hirschhorn's husband, David
Hirschhorn, is a director of American Trading. Her son, Daniel
Hirschhorn, is Vice President and Controller and a director of
American Trading, and is a Vice President and a director of ATAPCO.
Mrs. Roswell's son, Robert Roswell, is also a director of American
Trading.
Louis B. Thalheimer, Elizabeth T. Wachs and Marjorie T.
Coleman are the children of Louis Blaustein's grandson, Herbert
Thalheimer. Mr. Thalheimer is the Chairman of the Board and Chief
Executive Officer and a director of American Trading and is
Chairman of the Board, Chief Executive Officer and a director of
ATAPCO, and individually owns 5 shares of Crown Class B Common
stock. With First Union, Mr. Thalheimer, Mrs. Wachs and Mrs.
Coleman are trustees of the AT Trusts, which were established for
their benefit. See Item 5(b).
Item 7. Material To Be Filed As Exhibits
Exhibit 1 B Agreement relating to the filing of joint
acquisition statements as required by Rule 13d-1(f).
Exhibit 2 B Powers of Attorney (previously filed; see Exhibit
List).
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
AMERICAN TRADING AND PRODUCTION
CORPORATION
July 1, 1998 By: /s/ Louis B. Thalheimer
Name: Louis B. Thalheimer
Title: Chairman and Chief
Executive Officer
ATAPCO, Inc.
July 1, 1998 By: /s/ Hans Fristedt
Name: Hans Fristedt
Title: President
July 1, 1998 Mary Jane Blaustein*
Mary Jane Blaustein
July 1, 1998 Barbara Hirschhorn*
Barbara Hirschhorn
July 1, 1998 Elizabeth B. Roswell*
Elizabeth B. Roswell
July 1, 1998 Ruth R. Marder*
Ruth R. Marder
July 1, 1998 Henry A. Rosenberg, Jr.*
Henry A. Rosenberg, Jr.
July 1, 1998 Judith R. Hoffberger*
Judith R. Hoffberger
July 1, 1998 Susan B. Berlow*
Susan B. Berlow
July 1, 1998 Jeanne B. Bokor*
Jeanne B. Bokor
July 1, 1998 /s/ Louis B. Thalheimer
Louis B. Thalheimer
July 1, 1998 Marjorie T. Coleman*
Marjorie T. Coleman
July 1, 1998 Elizabeth T. Wachs*
Elizabeth T. Wachs
July 1, 1998 Edward L. Rosenberg*
Edward L. Rosenberg
July 1, 1998 Frank B. Rosenberg*
Frank B. Rosenberg
July 1, 1998 Jeffrey A. Hoffberger*
Jeffrey A. Hoffberger
July 1, 1998 Russell J. Hoffberger*
Russell J. Hoffberger
/s/ Louis B. Thalheimer
*Louis B. Thalheimer
Attorney-in-fact
EXHIBITS
Exhibit Sequentially
Number Description Numbered Page
1 Agreement relating to the filing
of joint acquisition statements
as required by Rule 13d-1(f)
2 Powers of Attorney filed as
Exhibit 2 to Schedule 13D filed
with the Securities and Exchange
Commission on February 14, 1992 with
respect to Crown Class B Common Stock
are incorporated herein by
reference.
EXHIBIT 1
Each of the undersigned persons certifies that such person is
individually eligible to use Schedule 13D for reporting such
person=s ownership of Class B Common Stock of Crown Central
Petroleum Corporation, that the information concerning such person
contained in Amendment No. 1 to Schedule 13D is complete and
accurate and that such person does not know or have any reason to
believe that information with respect to any of the other
undersigned persons making the filing is inaccurate. Each of the
undersigned persons acknowledges and agrees that Amendment No. 1 to
Schedule 13D is filed on behalf of all of the undersigned persons.
AMERICAN TRADING AND PRODUCTION
CORPORATION
July 1, 1998 By: /s/ Louis B. Thalheimer
Name: Louis B. Thalheimer
Title: President, Chief Executive
Officer
ATAPCO, Inc.
July 1, 1998 By: /s/ Hans Fristedt
Name: Hans Fristedt
Title: President
July 1, 1998 Mary Jane Blaustein*
Mary Jane Blaustein
July 1, 1998 Barbara B. Hirschhorn*
Barbara B. Hirschhorn
July 1, 1998 Elizabeth B. Roswell*
Elizabeth B. Roswell
July 1, 1998 Ruth R. Marder*
Ruth R. Marder
July 1, 1998 Henry A. Rosenberg, Jr.*
Henry A. Rosenberg, Jr.
July 1, 1998 Judith R. Hoffberger*
Judith R. Hoffberger
July 1, 1998 Susan B. Berlow*
Susan B. Berlow
July 1, 1998 Jeanne B. Bokor*
Jeanne B. Bokor
July 1, 1998 /s/ Louis B. Thalheimer
Louis B. Thalheimer
July 1, 1998 Marjorie T. Coleman*
Marjorie T. Coleman
July 1, 1998 Elizabeth T. Wachs*
Elizabeth T. Wachs
July 1, 1998 Edward L. Rosenberg*
Edward L. Rosenberg
July 1, 1998 Frank B. Rosenberg*
Frank B. Rosenberg
July 1, 1998 Jeffrey A. Hoffberger*
Jeffrey A. Hoffberger
July 1, 1998 Russell J. Hoffberger*
Russell J. Hoffberger
/s/ Louis B. Thalheimer
*Louis B. Thalheimer
Attorney-in-fact
