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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): March 10, 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
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Item 5. Other Events
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Crown received a proposal on March 6, 2000 from Rosemore, Inc., a Maryland
corporation that owns approximately 49% of Crown's Class A common stock and 11%
of Crown's Class B common stock, to acquire all of the issued and outstanding
Class A and Class B common stock held by shareholders other than Rosemore for a
price of $8.35 per share. The proposal is subject to, among other conditions,
the negotiation of a mutually acceptable merger agreement, the unanimous
approval of Crown's independent directors, the approval of the transaction by
Crown's shareholders, and the receipt of all necessary governmental approvals.
The proposal was set to expire at 5 p.m. on Friday March 10, 2000.
Rosemore advised Crown Central on March 10, 2000 that it extended the
expiration date of the proposal until 5 p.m. on Friday, March 17, 2000 or until
it is rejected. Crown Central's board committee of its independent directors is
continuing to consider the proposal.
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Item 7(c) EXHIBITS
Exhibit No. Description
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99.1 Proposal received from Rosemore, Inc. by letter
dated March 6, 2000, attached as Exhibit 99.1 to
the Current Report on Form 8-K filed by the
registrant on March 7, 2000 and incorporated
herein by reference.
99.2 Press Release dated March 10, 2000.
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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.
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Name: John E. Wheeler, Jr.
Title: Executive Vice President --
Chief Financial Officer
Dated: March 13, 2000
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EXHIBIT INDEX
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Exhibit No. Description
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99.1 Proposal received from Rosemore, Inc. by letter
dated March 6, 2000, attached as Exhibit 99.1 to
the Current Report on Form 8-K filed by the
registrant on March 7, 2000 and incorporated
herein by reference.
99.2 Press Release dated March 10, 2000.
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EXHIBIT 99.2
[CROWN NEWS RELEASE LETTERHEAD]
Institutional Inquiries:
JOHN E. WHEELER, JR.
Executive Vice President
and Chief Financial Officer
(410) 659-4803
Shareholder Inquiries:
J. STEVEN WISE, Manager,
Corporate & Government Affairs
(410) 659-4859
FOR IMMEDIATE RELEASE
Baltimore, Maryland - March 10, 2000
ROSEMORE EXTENDS EXPIRATION DATE OF CROWN CENTRAL BUYOUT PROPOSAL
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On March 7, 2000, Crown Central Petroleum Corporation (CNPa and CNPb on
the American Stock Exchange) announced that it had received a proposal from
Rosemore, Inc., a Maryland corporation that owns approximately 49% of Crown's
Class A common stock and 11% of Crown's Class B common stock, to acquire all
of the issued and outstanding Class A and Class B common stock held by
shareholders other than Rosemore for a price of $8.35 per share, subject to
certain conditions. The proposal was to expire at 5 p.m. on Friday March 10,
2000.
Rosemore has advised Crown Central that it has extended the expiration
date of the proposal until 5 p.m. on Friday, March 17, 2000 or until it is
rejected. Crown Central's board committee of its independent directors is
continuing to consider the proposal.
Headquartered in Baltimore, Maryland since 1930, Crown operates two Texas
refineries with a total capacity of 152,000 barrels per day, 331 Crown
gasoline stations and convenience stores in the Mid-Atlantic and Southeastern
U.S., and 13 product terminals along the Colonial, Plantation and Texas
Eastern Product pipelines.
