SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 7)<F1>
CROWN CENTRAL PETROLEUM CORPORATION
- ----------------------------------------------------------------------------
(Name of Issuer)
COMMON SHARES -- CLASS A
- ----------------------------------------------------------------------------
(Title of Class of Securities)
228219
- ----------------------------------------------------------------------------
(CUSIP Number)
December 31, 1998
- ----------------------------------------------------------------------------
(Date of Events Which Require Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/X/ Rule 13d-1(d)
<PAGE>
<PAGE>
[FN]
<F1>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 the disclosures provided in a prior cover page.
The information required in 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).
<PAGE>
<PAGE>
CUSIP No. 228219 13G
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
AMERICAN TRADING AND PRODUCTION CORPORATION
52-0225924
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
JOINT FILING (b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
5 SOLE VOTING POWER
0
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
CUSIP No. 228219 13G
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ATAPCO, INC.
51-039540
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
JOINT FILING (b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
CUSIP No. 228219 13G
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Barbara B. Hirschhorn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
JOINT FILING (b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 9,040
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 41,646
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
9,040
8 SHARED DISPOSITIVE POWER
41,646
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,686
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.1%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
CUSIP No. 228219 13G
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Elizabeth B. Roswell
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
JOINT FILING (b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 9,034
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 41,646
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
9,034
8 SHARED DISPOSITIVE POWER
41,646
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,680
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.1%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
CUSIP No. 228219 13G
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Ruth R. Marder
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
JOINT FILING (b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 3,656
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 2,366,526
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
3,656
8 SHARED DISPOSITIVE POWER
2,366,526
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,370,182
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
49.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
CUSIP No. 228219 13G
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Henry A. Rosenberg, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
JOINT FILING (b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 22,525
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 2,366,526
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
22,525
8 SHARED DISPOSITIVE POWER
2,366,526
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,389,051
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
49.59%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
CUSIP No. 228219 13G
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Judith R. Hoffberger
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
JOINT FILING (b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 1,692
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 2,366,526
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
1,692
8 SHARED DISPOSITIVE POWER
2,366,526
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,368,218
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
49.16%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
CUSIP No. 228219 13G
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Louis B. Thalheimer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
JOINT FILING (b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 280
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
0
8 SHARED DISPOSITIVE POWER
280
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
280
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.01%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
CUSIP No. 228219 13G
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Marjorie T. Coleman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
JOINT FILING (b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 280
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
0
8 SHARED DISPOSITIVE POWER
280
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
280
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.01%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
CUSIP No. 228219 13G
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Elizabeth T. Wachs
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
JOINT FILING (b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 280
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
0
8 SHARED DISPOSITIVE POWER
280
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
280
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.01%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
CUSIP No. 228219 13G
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Lisa D. Bertelsen
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
JOINT FILING (b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 548
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 2,366,526
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
548
8 SHARED DISPOSITIVE POWER
2,366,526
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,367,074
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
49.14%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
CUSIP No. 228219 13G
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Edward L. Rosenberg
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
JOINT FILING (b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 3,712
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 2,366,526
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
3,712
8 SHARED DISPOSITIVE POWER
2,366,526
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,370,238
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
49.20%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
CUSIP No. 228219 13G
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Frank B. Rosenberg
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
JOINT FILING (b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 1,863
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 2,366,526
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
1,863
8 SHARED DISPOSITIVE POWER
2,366,526
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,368,389
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
49.16%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
CUSIP No. 228219 13G
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Jeffrey A. Hoffberger
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
JOINT FILING (b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 710
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 2,366,526
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
710
8 SHARED DISPOSITIVE POWER
2,366,526
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,367,236
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
49.14%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
CUSIP No. 228219 13G
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Russell J. Hoffberger
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
JOINT FILING (b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 710
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
710
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
710
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.02%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
Item 1.
(a) Name of Issuer: Crown Central Petroleum Corporation
(b) Address of Issuer's Principal Executive Offices: One North Charles
Street, Baltimore, Maryland 21201
Item 2.
(a) Names of persons filing:
See cover pages, Item (1). This Amendment No. 7 to Schedule 13G is
filed to reflect changes in information reported on the Schedule
13G, as heretofore amended, filed by American Trading and
Production Corporation ("American Trading"), Atapco, Inc.
("ATAPCO") and the other undersigned persons who with American
Trading and ATAPCO, made up the ATAPCO Group (the "Group"). This
amendment is occasioned by (i) the resignations of Henry A.
Rosenberg, Jr. and Louis B. Thalheimer as trustees of the Hilda
Blaustein 1973 Trust, (ii) changes in the ownership of shares of
Class A Common Stock, $5.00 par value per share, of Crown Central
Petroleum Corporation (the "Crown Class A Common Stock"),
immaterial individually and in the aggregate, by certain members of
the Group and (iii) the closing of a series of transactions on
December 31, 1998 (collectively, the "Reorganization"), pursuant to
which, among other things, (a) American Trading was merged with and
into ATAPCO, (b) all of the shares of Crown Class A Common Stock
held by ATAPCO were contributed to Gateway Gathering and Marketing
Company ("Gateway") and (c) Gateway became a separate company owned
by certain of the former stockholders of American Trading.
(b) Address or principal business office or, if none, residence:
Prior to the Reorganization, American Trading had its principal
place of business at One North Charles Street, Baltimore, Maryland
21201. In connection with the Reorganization, American Trading
ceased to exist as a separate legal entity and was merged with and
into ATAPCO. Prior to the Reorganization, ATAPCO had its principal
office at 220 Continental Drive, Suite 103, Newark, Delaware 19713.
In connection with the Reorganization ATAPCO changed its name to
American Trading and Production Corporation. Immediately prior to
the Reorganization each of the other undersigned persons had his or
her business address at c/o American Trading, One North Charles
Street, Baltimore, Maryland 21201.
(c) Citizenship:
Prior to the Reorganization, American Trading was a Maryland
corporation. ATAPCO is a Delaware corporation. Each of the other
reporting persons is a citizen of the United States.
<PAGE>
<PAGE>
(d) Title of class of securities: Class A Common Shares, $5.00 par
value per share
(e) CUSIP No.: 228219
Item 3. This statement is not filed pursuant to Rules 13d-l(b), 13d-2(b) or
13d-1(c).
Item 4. Ownership
(a) Amount beneficially owned: See line item (9) of the cover pages.
In the aggregate by the Group: 2,461,942.
(b) Percent of class: See line item (11) of the cover pages. In the
aggregate by the Group: 51.1%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: See line
item (5) of the cover pages.
(ii) Shared power to vote or to direct the vote: See line item (6)
of the cover pages.
(iii) Sole power to dispose or to direct the disposition of: See
line item (7) of the cover pages.
(iv) Shared power to dispose or to direct the disposition of: See
line item (8) of the cover pages.
Item 5. Ownership of 5 Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the
following /x/.
See Item 9.
Item 6. Ownership of More than 5 Percent on Behalf of Another Person
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
See Exhibit 1.
<PAGE>
<PAGE>
Item 9. Notice of Dissolution of Group
This is the final Schedule 13G Amendment for the Group. Although
after the Reorganization certain members of the Group continue
their beneficial ownership of shares of Crown Class A Common Stock,
the Group will no longer exist. On January 12, 1998, a new group
(the "Gateway Group"), which consists of Gateway, Rosemore
Holdings, Inc. (the Gateway subsidiary holding all of Gateway's
shares of Crown Central stock), Ruth R. Marder, Henry A. Rosenberg,
Jr., Judith R. Hoffberger, Edward L. Rosenberg, Frank B. Rosenberg,
Jeffrey A. Hoffberger and Lisa J. Bertelsen, filed a Schedule 13D
with respect to the Gateway Group's ownership of shares of Crown
Class A Common Stock and a Schedule 13D with respect to the Gateway
Group's ownership of shares of Class B Common Stock, $5.00 par
value per share, of Crown Central.
As a result of the Reorganization, the members of the Group who are
not members of the Gateway Group (or any other group with respect
to the Crown Class A Common Stock) no longer have any Schedule 13G
or 13D filing obligations with respect to the Crown Class A Common
Stock. These members are as follows: American Trading (which no
longer exists as an independent legal entity), ATAPCO, Barbara B.
Hirschhorn, Elizabeth B. Roswell, Louis B. Thalheimer, Marjorie T.
Coleman, Elizabeth T. Wachs and Russell J. Hoffberger.
Item 10. Certification
Not Applicable
<PAGE>
<PAGE>
SIGNATURE
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
As of December 31, 1998 By: /s/ Louis B. Thalheimer
-----------------------------------
Name: Louis B. Thalheimer**
Title: Chairman and Chief Executive
Officer
As of December 31, 1998 ATAPCO, Inc.
By: /s/ Hans Fristedt
--------------------------------------
Name: Hans Fristedt**
Title: President
As of December 31, 1998 Barbara Hirschhorn*
Barbara Hirschhorn
As of December 31, 1998 Elizabeth B. Roswell*
Elizabeth B. Roswell
As of December 31, 1998 Ruth R. Marder*
Ruth R. Marder
As of December 31, 1998 Henry A. Rosenberg, Jr.*
Henry A. Rosenberg, Jr.
As of December 31, 1998 Judith R. Hoffberger*
Judith R. Hoffberger
<PAGE>
<PAGE>
As of December 31, 1998 /s/ Louis B. Thalheimer
--------------------------------------
Louis B. Thalheimer
As of December 31, 1998 Marjorie T. Coleman*
Marjorie T. Coleman
As of December 31, 1998 Elizabeth T. Wachs*
Elizabeth T. Wachs
As of December 31, 1998 Lisa D. Bertelsen*
Lisa D. Bertlelsen
As of December 31, 1998 Edward L. Rosenberg*
Edward L. Rosenberg
As of December 31, 1998 Frank B. Rosenberg*
Frank B. Rosenberg
As of December 31, 1998 Jeffrey A. Hoffberger*
Jeffrey A. Hoffberger
As of December 31, 1998 Russell J. Hoffberger*
Russell J. Hoffberger
/s/ Louis B. Thalheimer
--------------------------------------
*Louis B. Thalheimer
Attorney-in-fact
______________
**
Louis B. Thalheimer and Hans Fristedt are signing this Schedule
13G in their executive capacities immediately prior to the closing
of the Reorganization on December 31, 1998.
<PAGE>
<PAGE>
EXHIBITS
Exhibit No. Description
1. Identity of members of group filing pursuant to Rule
13d-1(d).
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.
<PAGE>
<PAGE>
Exhibit 1
The following persons are members of a group under 13d-1(d):
1. American Trading and Production Corporation
2. ATAPCO, Inc.
3. Barbara B. Hirschhorn
4. Elizabeth B. Roswell
5. Ruth R. Marder
6. Henry A. Rosenberg, Jr.
7. Judith R. Hoffberger
8. Louis B. Thalheimer
9. Marjorie T. Coleman
10. Elizabeth T. Wachs
11. Lisa D. Bertelsen
12. Edward L. Rosenberg
13. Frank B. Rosenberg
14. Jeffrey A. Hoffberger
15. Russell J. Hoffberger
