SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Crown Central Petroleum Corporation
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
228219-10-1
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(CUSIP Number)
John A. Marzulli, Jr.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 17, 2000
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(Date of Event Which Requires Filing of This Statement)
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If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.240.13d-1(e), 240.13d-1(f), or 240.13d-1(g),
check the following box [ ].
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
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 (the "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>
This Amendment No. 4 to Schedule 13D amends and supplements the
Schedule 13D filed jointly by the parties named herein with the Securities and
Exchange Commission on January 12, 1999 as previously amended.
Item 4. Purpose of Transaction
Item 4 is amended to add at the end thereof the following paragraph:
On March 17, 2000, Rosemore extended the expiration date of its
proposal to acquire all outstanding shares Class A and Class B Common Stock of
Crown not owned by Rosemore from Friday, March 17, 2000 at 5:00 p.m. to Monday,
April 17, 2000 at 5:00 p.m. A copy of a letter is filed as an exhibit to this
Amendment No. 4 and is incorporated by reference herein.
Item 7. Material To Be Filed As Exhibits
Item 7 is hereby amended by adding the following at the end thereof:
Exhibit 9 - Joint Filing Agreement as required by Rule 13d-1(k).
Exhibit 10 - Letter dated as of March 17, 2000 from Rosemore to Crown.
<PAGE>
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.
ROSEMORE, INC.
March 17, 2000 By: /s/ Edward L. Rosenberg
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Name: Edward L. Rosenberg
Title: President
ROSEMORE HOLDINGS, INC.
March 17, 2000 By: /s/ Edward L. Rosenberg
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Name: Edward L. Rosenberg
Title: President
March 17, 2000 Ruth Carol R. Marder*
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Ruth Carol R. Marder
March 17, 2000 Henry A. Rosenberg, Jr.*
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Henry A. Rosenberg, Jr.
March 17, 2000 Judith R. Hoffberger*
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Judith R. Hoffberger
March 17, 2000 /s/ Edward L. Rosenberg
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Edward L. Rosenberg
March 17, 2000 Jeffrey A. Hoffberger*
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Jeffrey A. Hoffberger
March 17, 2000 Lisa J. Bertelsen*
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Lisa J. Bertelsen
March 17, 2000 Frank B. Rosenberg*
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Frank B. Rosenberg
By: /s/ Edward L. Rosenberg
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*Edward L. Rosenberg
Attorney-in-Fact
<PAGE>
EXHIBITS
Exhibit
Number Description
9. Joint Filing Agreement as required by Rule 13d-1(k).
10. Letter dated as of March 17, 2000 from Rosemore to Crown.
<PAGE>
EXHIBIT 9
The undersigned hereby agree that Amendment No. 4 ("Amendment No. 4")
to the Statement on Schedule 13D, filed jointly by the parties named herein with
the Securities and Exchange Commission on January 12, 1999, with respect to the
Class A and Class B Common Stock of Crown Central Petroleum Corporation, a
Maryland corporation, is filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended, and that this Agreement shall be included as an Exhibit
to Amendment No. 4.
ROSEMORE, INC.
March 17, 2000 By: /s/ Edward L. Rosenberg
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Name: Edward L. Rosenberg
Title: President
ROSEMORE HOLDINGS, INC.
March 17, 2000 By: /s/ Edward L. Rosenberg
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Name: Edward L. Rosenberg
Title: President
March 17, 2000 Ruth Carol R. Marder*
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Ruth Carol R. Marder
March 17, 2000 Henry A. Rosenberg, Jr.*
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Henry A. Rosenberg, Jr.
March 17, 2000 Judith R. Hoffberger*
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Judith R. Hoffberger
March 17, 2000 /s/ Edward L. Rosenberg
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Edward L. Rosenberg
March 17, 2000 Jeffrey A. Hoffberger*
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Jeffrey A. Hoffberger
March 17, 2000 Lisa J. Bertelsen*
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Lisa J. Bertelsen
March 17, 2000 Frank B. Rosenberg*
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Frank B. Rosenberg
By:/s/ Edward L. Rosenberg
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*Edward L. Rosenberg
Attorney-in-Fact
<PAGE>
Exhibit 10
[Rosemore, Inc. Letterhead]
March 17, 2000
STRICTLY CONFIDENTIAL
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Board of Directors of
Crown Central Petroleum Corporation
One North Charles Street
Baltimore, Maryland 21201
Attention: Mr. Michael F. Dacey
Ladies and Gentlemen:
We have learned that Apex Oil Company, Inc. ("Apex") has
submitted a proposal to the Board of Directors (the "Company Board") of Crown
Central Petroleum Corporation (the "Company") to acquire all outstanding shares
of Class A and Class B Common Stock of the Company not owned by Apex at a price
of $9.20 per share in cash, as well as an alternative proposal. Based on our
reading of the Apex letter, a copy of which was included as an exhibit to the
Schedule 13D/Amendment filed by Apex and others on March 10, 2000, we understand
that the Apex proposal is conditioned on successful completion of its due
diligence investigation of the Company. We also interpret the Apex letter as
indicating that it does not yet have the financing needed to refinance the
Company's 10.875% Senior Notes, and one or more of the Company's working capital
lines, but that they expect to receive such commitments.
As a significant shareholder of the Company, we recognize and
support the efforts of the Company Board and the independent directors of the
Company Board (the "Independent Committee") to maximize shareholder value,
including by exploring further the Apex proposal (and any other proposal that
the Company Board may develop). As evidence of our support, in spite of the
highly conditional nature of the Apex proposal, we believe the Company Board
should be given the opportunity to explore with Apex whether these conditions
can be removed without the time pressure created by our deadline.
Accordingly, we are extending the expiration date of our
proposal from Friday, March 17, 2000 at 5:00 p.m. (Maryland time) to Monday,
April 17, 2000 at 5:00 p.m. (Maryland time) or at such time as our proposal is
rejected by or on behalf of the Company. In the meantime, we are exploring and
will continue to explore with the Company's and the Independent Committee's
financial and legal advisors whether we can reach agreement on the terms and
conditions of our proposed merger and we will conclude the few due diligence
items which remain outstanding.
<PAGE>
2
Board of Directors of
Crown Central Petroleum Corporation
March 17, 2000
Please call Mr. Edward L. Rosenberg at Rosemore
(410-347-7090), Mr. Garfield L. Miller III at Aegis Muse Associates
(212-245-2552), or Mr. John A. Marzulli, Jr. at Shearman & Sterling
(212-848-8590) if you would like to discuss any aspect of our proposal.
Sincerely,
ROSEMORE, INC.
By: /s/ Edward L. Rosenberg
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Name: Edward L. Rosenberg
Title: President and Chief Executive
Officer
