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EXHIBIT 99
[CROWN NEWS RELEASE LETTERHEAD]
Shareholder Inquiries:
J. STEVEN WISE, Manager,
Corporate & Government Affairs
(410) 659-4859
FOR IMMEDIATE RELEASE
Baltimore, Maryland - AUGUST 24, 2000
CROWN CENTRAL STOCKHOLDERS FAIL TO APPROVE MERGER WITH ROSEMORE
CROWN CENTRAL CONTINUES TO EVALUATE STRATEGIC OPTIONS
AND ANNOUNCES INTERNAL INITIATIVES
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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.
Crown also stated that it will consider further postponing its annual
meeting to allow Apex to pursue and complete its tender offer.
If Apex does not commence a fully financed, all-cash unconditional
tender offer for all Crown shares at $10.50 by September 29, 2000, Crown
stated that it would cease actively trying to find a buyer for the
Company, although it would continue to evaluate a broad range of strategic
alternatives.
Crown further announced that it will continue to focus on the
objective of making the Company more profitable, less vulnerable to
downward cycles in the petroleum refining market and better able to
utilize those assets that Crown believes will best deliver long-term value
to its business and its stockholders. Crown will focus principally on the
following areas:
(bullet) the strategic redirection of assets, including selected
asset sales;
(bullet) the evaluation of refinancing Crown's debt to increase the
Company's financial flexibility; and
-more-
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(bullet) the reduction of Crown's overhead and cost structure.
Headquartered in Baltimore, Maryland since 1930, Crown operates two
Texas refineries with a total capacity of 152,000 barrels per day, 327
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 Products pipelines.
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