SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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)
April 3, 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. 7 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 April 2, 2000, at the request of the committee of independent
directors of Crown, Rosemore extended the expiration date of its proposal to
acquire all outstanding shares of Class A and Class B Common Stock of Crown not
owned by Rosemore from Monday, April 3, 2000 at 12:00 a.m. to such time as
Rosemore's proposal is rejected by or on behalf of Crown or withdrawn by
Rosemore. A copy of a letter is filed as an exhibit to this Amendment No. 7 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 15 - Joint Filing Agreement as required by Rule 13d-1(k).
Exhibit 16 - Letter dated as of April 2, 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.
April 3, 2000 By: /s/ Edward L. Rosenberg
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Name: Edward L. Rosenberg
Title: President
ROSEMORE HOLDINGS, INC.
April 3, 2000 By: /s/ Edward L. Rosenberg
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Name: Edward L. Rosenberg
Title: President
April 3, 2000 Ruth Carol R. Marder*
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Ruth Carol R. Marder
April 3, 2000 Henry A. Rosenberg, Jr.*
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Henry A. Rosenberg, Jr.
April 3, 2000 Judith R. Hoffberger*
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Judith R. Hoffberger
April 3, 2000 /s/ Edward L. Rosenberg
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Edward L. Rosenberg
April 3, 2000 Jeffrey A. Hoffberger*
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Jeffrey A. Hoffberger
April 3, 2000 Lisa J. Bertelsen*
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Lisa J. Bertelsen
April 3, 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
15. Joint Filing Agreement as required by Rule
13d-1(k).
16. Letter dated as of April 2, 2000 from Rosemore to Crown.
<PAGE>
EXHIBIT 15
The undersigned hereby agree that Amendment No. 7 ("Amendment No. 7")
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. 7.
ROSEMORE, INC.
April 3, 2000 By: /s/ Edward L. Rosenberg
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Name: Edward L. Rosenberg
Title: President
ROSEMORE HOLDINGS, INC.
April 3, 2000 By: /s/ Edward L. Rosenberg
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Name: Edward L. Rosenberg
Title: President
April 3, 2000 Ruth Carol R. Marder*
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Ruth Carol R. Marder
April 3, 2000 Henry A. Rosenberg, Jr.*
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Henry A. Rosenberg, Jr.
April 3, 2000 Judith R. Hoffberger*
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Judith R. Hoffberger
April 3, 2000 /s/ Edward L. Rosenberg
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Edward L. Rosenberg
April 3, 2000 Jeffrey A. Hoffberger*
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Jeffrey A. Hoffberger
April 3, 2000 Lisa J. Bertelsen*
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Lisa J. Bertelsen
April 3, 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 16
[Rosemore, Inc. Letterhead]
April 2, 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:
In response to your request, the Board of Directors of Rosemore, Inc.
("Rosemore") hereby confirms its oral communication with you and extends the
expiration date of our proposal from Monday, April 3, 2000 at 12:00 a.m. to such
time as our proposal is rejected by or on behalf of the Company or withdrawn by
us.
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
