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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 13)<F*>
CROWN CENTRAL PETROLEUM CORPORATION
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(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $5 PER SHARE
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(Title of Class of Securities)
00228219101
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(CUSIP Number)
JAMES F. SANDERS, ESQ.
8182 MARYLAND AVE., SUITE 307
ST. LOUIS, MISSOURI 63105
(314) 889-0218
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 29, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 ("Act") or otherwise subject to the liabilities of that section
of the Act, but shall be subject to all other provisions of the Act.
[FN]
<F*>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 disclosures provided in a prior cover page.
Page 1 of 6
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This Amendment No. 13 to Schedule 13D amends Items 4 and 7 of Amendment
No. 12 to Schedule 13D filed jointly on March 10, 2000 ("Amendment No. 12")
by the parties named herein. Except as specifically amended hereby, all
other provisions of Amendment No. 12 and prior Amendments (as applicable)
remain in full force and effect. The referenced Items are, respectively,
amended as follows:
ITEM 4. PURPOSE OF TRANSACTION.
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Item 4 of Amendment No. 12 is amended to add at the end thereof the
following paragraph:
On March 29, 2000, Apex submitted a letter to the Company reaffirming its
prior proposal to acquire all outstanding shares of Class A and Class B
shares not owned by Apex or the other filing persons at a price of $9.20 per
share, payable in cash. Apex also expressed its intention to advance a
stock-for-stock proposal originally made in November, 1999, which would value
existing Crown shares at $10 per share. As a third alternative, Apex
proposed to purchase 3.5 million to 4.5 million Class A common shares from
the Company in a private placement at a price of $9.50 per share. Both the
stock-for-stock and private placement alternatives include a price incentive
pursuant to which Crown shareholders would receive cash distributions after
December 31, 2001, if the average closing price of Crown's shares failed to
reach $12.00 per share for any period of five consecutive trading days during
the period between the closing of the transaction and December 31, 2001. The
per share distribution would be equal to the difference between $12.00 and
the highest five-day average closing price during the period. Each proposal
is subject various conditions precedent. A copy of the letter is filed as an
exhibit to this Amendment No. 13 and is incorporated by reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBIT.
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The following are filed herewith as exhibits:
Exhibit VI: Joint Filing Agreement pursuant to Rule 13-d-1(k).
Exhibit VII: Copy of Letter dated March 29, 2000, from Apex Oil Company,
Inc.
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of each of
the undersigned, I certify that the information set forth in this statement
is true, complete and correct.
Dated: March 30, 2000
/s/ Paul A. Novelly
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Paul A. Novelly
Golnoy Barge Company, Inc.
By: /s/ P.A. Novelly, II
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P.A. Novelly, II, Vice President
Novelly Exempt Trust dated August 12, 1992
By: /s/ P.A. Novelly, II
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P.A. Novelly, II, Trustee
By: /s/ John K. Pruellage
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John K. Pruellage, Trustee
The Capital Trust dated February 4,1994
By: /s/ Douglas D. Hommert
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Douglas D. Hommert, Trustee
By: /s/ William Lauber
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William Lauber, Trustee
/s/ P.A. Novelly, II
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P.A. Novelly, II
/s/ John K. Pruellage
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John K. Pruellage
/s/ Douglas D. Hommert
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Douglas D. Hommert
/s/ William Lauber
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William Lauber
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EXHIBIT VI TO AMENDMENT TO SCHEDULE 13-D
JOINT FILING AGREEMENT
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Dated as of March 30, 2000
The undersigned each hereby agree that the Amendment No. 13 to Schedule
13D filed herewith, relating to the Class A Common Stock of Crown Central
Petroleum Corporation, is filed on behalf of each of the undersigned.
Dated: March 30, 2000
/s/ Paul A. Novelly
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Paul A. Novelly
Golnoy Barge Company, Inc.
By: /s/ P.A. Novelly, II
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P.A. Novelly, II, Vice President
Novelly Exempt Trust dated August 12, 1992
By: /s/ P.A. Novelly, II
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P.A. Novelly, II, Trustee
By: /s/ John K. Pruellage
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John K. Pruellage, Trustee
The Capital Trust dated February 4,1994
By: /s/ Douglas D. Hommert
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Douglas D. Hommert, Trustee
By: /s/ William Lauber
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William Lauber, Trustee
/s/ P.A. Novelly, II
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P.A. Novelly, II
/s/ John K. Pruellage
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John K. Pruellage
/s/ Douglas D. Hommert
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Douglas D. Hommert
/s/ William Lauber
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William Lauber
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EXHIBIT VII TO AMENDMENT TO SCHEDULE 13-D
Copy of Letter from Apex Oil Company, Inc.
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March 29, 2000
Committee of Independent Directors
Crown Central Petroleum Corporation
One North Charles Street
Baltimore, Maryland 21201
Ladies and Gentlemen:
Enclosed herewith is a form of acquisition agreement we are submitting as
a revision to our March 9, 2000 merger proposal to the Board of Directors of
Crown Central Petroleum Corporation ("Crown"). As you know, on March 9,
2000, we submitted our $9.20 per share cash merger proposal with accompanying
draft of merger agreement. On March 15, 2000, your counsel submitted to us a
"mark-up" of our form of merger agreement suggesting, inter alia, that the
transaction we proposed be restructured to include a first step tender offer
and follow-up merger. Although we have had no substantive response to our
proposal, because we have no objection to restructuring the transaction as
your counsel requested, we are submitting the enclosed acquisition agreement
to replace the merger agreement previously submitted. As outlined in the
attached document, this offer is conditioned upon a reasonable period to
complete due diligence and finalize replacement financing for Crown's $125
million of senior bonds. We are actively pursuing this replacement
financing.
We are also enclosing a copy of Apex's Unaudited Consolidated Financial
Statements for February 2000, to help demonstrate our earnings power and
ability to complete an acquisition of Crown.
Your facsimile memorandum of Friday, March 24, 2000 indicates a
"preference" for cash bids. We find this interesting as our repeated
requests over the past months to meet with the Committee to discuss options
for potential transactions and/or determine the Committee's preferences have
been thwarted on one pretext or another. Despite this newfound direction, we
continue to believe that other alternatives may provide more value to the
Crown shareholders.
Our stock-for-stock merger proposal, which we initially made in November
1999, values the existing Crown shares at a minimum of $10.00 per share.
Your counsel has informed us that you are unwilling to meet with us to
explore a stock-for-stock transaction, and advised that our investment
bankers (Bear Stearns & Co.) must meet with your bankers (Credit Suisse First
Boston) to present and discuss the terms of such a transaction. Accordingly,
we have instructed our bankers to prepare the appropriate presentation and
schedule a meeting with CSFB as soon as practicable for this purpose. When
they meet, Bear Stearns will explain that our stock-for-stock proposal now
contains value protection for Crown shareholders in that Apex will commit to
make a "shortfall distribution" to all shareholders on December 31, 2001 if
the average closing price of the shares for the combined company has not
reached $12.00 (a 50% increase over the current price) for a period of at
least five consecutive days prior to that date. The "shortfall distribution"
will be equal to the difference between $12.00 and the highest five-day
average closing price during the period. This stock-for-stock merger
proposal is similarly conditioned upon a reasonable period to complete due
diligence and finalize replacement financing for Crown's $125 million of
senior bonds.
Because we have been unable to meet with the Committee and get your
input, we have also been unable to present, for consideration by the
Committee, other alternatives to maximize shareholder value.
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As a third alternative to our all-cash and all-stock proposals, Apex would
purchase between 3.5 and 4.5 million Class A common shares from Crown in a
private placement at a price of $9.50 per share, infusing badly needed equity
into the company. Further, Apex would provide the same "shortfall
distribution" incentive outlined above based on the $12.00 per share average
closing price. This proposal would not be conditioned upon further due
diligence. However, suspension of the Rights Agreement dated February 1, 2000
and replacement financing, to the extent that the $125 million of senior bonds
become due as a result of this transaction, would be conditions.
In contrast to the discussions with counsel for the Committee on
Thursday, March 23, 2000 in which we were instructed to have Bear Stearns
contact CSFB, the March 24, 2000 memorandum requests "best and final offers"
to be submitted no later than 4:30 pm today. However, the request for such
offers expressly notes that the Committee is not bound by the deadline, may
not bring the process to conclusion at the end of today, and may modify any
of the procedures used prior to the deadline. We can only conclude from
these events that you desire to have cash offers submitted today but will
consider the proposals presented to CSFB in due course. Bear Stearns will be
contacting CSFB soon to continue this process. As you know, our $9.20 per
share cash offer has been extended, at your request, and does not expire
until April 17, 2000.
Finally, we must again reiterate our concern that there exists some bias
among certain of your management personnel against Apex and in favor of a
related party. A number of circumstances contribute to our concerns. The
Chairman of your board is maintaining a competing offer for Crown, at a price
that we and other shareholders believe to be inadequate. There have been
repeated delay tactics to forestall a meeting with us and avoid our due
diligence. We have received contradictory responses from representatives of
the Committee. Now, you have established the date for the "best and final
offers" on the day of Crown's release of its 1999 Form 10-K. All of these
circumstances fuel our concerns that the process has been compromised. We
again are requesting the opportunity to meet with the Committee to discuss
our interest in combining our companies and, as a result thereof, to refine
our "best and final" proposal.
We firmly believe that a combination of our companies serves the best
interests of our respective shareholders, employees, business partners and
communities. Given that our proposals to date result in the highest values
being offered to Crown shareholders, and the past unfair treatment we have
been afforded in our attempts to discuss our proposals with your board, we
urge full consideration of our position.
By copy of this letter, we are forwarding courtesy copies of our
acquisition agreement to both Credit Suisse First Boston and Skadden, Arps,
Slate, Meagher & Flom.
Sincerely,
Apex Oil Company, Inc.
Edwin L. Wahl
President
