<PAGE>
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 24, 2000
CROWN CENTRAL PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 1-1059 52-0550682
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One North Charles Street
Baltimore, Maryland 21201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(410)539-7400
<PAGE>
Item 5. Other Events
Crown Central Petroleum Corporation (CNPa and CNPb on the American
Stock Exchange) announced today that, at a special stockholders' meeting
held this morning, Rosemore, Inc.'s proposal to merge Crown into a
subsidiary of Rosemore, in which the public stockholders of Crown would
have received $9.50 per share in exchange for their Crown stock, failed to
receive the required two-thirds vote. Accordingly, Crown announced that
it has decided not to pursue a strategic transaction with Rosemore at this
time and has terminated its merger agreement with Rosemore.
Apex Oil Company, Inc., a Missouri corporation that owns
approximately 14.7% of Crown's Class A common stock and 3.5% of Crown's
Class B common stock, has said that it has proposed to buy all of Crown's
outstanding stock at a price of $10.50 per share in cash in a tender
offer. Crown has therefore requested Apex to present to Crown its
definitive proposal to acquire all of Crown's stock for $10.50 per share
in a fully financed, all-cash unconditional tender offer and to be able to
commence its tender offer by September 29, 2000. Rosemore, Crown's
controlling stockholder, has indicated that it would consider a credible,
fully financed, all-cash offer for its Crown stock.
<PAGE>
Item 7(c) EXHIBITS
Exhibit No. Description
99 Press Release dated August 24, 2000
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
CROWN CENTRAL PETROLEUM CORPORATION
(Registrant)
By: /s/ John E. Wheeler, Jr.
------------------------
Name: John E. Wheeler, Jr.
Title: Executive Vice President --
Chief Financial Officer
Dated: August 24, 2000
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Description
99 Press Release dated August 24, 2000
