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SCHEDULE 14A - INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant / /
Filed by a party other than the registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement. / / Confidential, for Use
of the Commission Only
(as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement.
/X/ Definitive Additional Materials.
/ / Soliciting material pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
CROWN CENTRAL PETROLEUM CORPORATION
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(Name of Registrant as Specified in Its Charter)
GOLNOY BARGE COMPANY, INC. AND APEX OIL COMPANY, INC.
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(Name(s) of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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GOLNOY BARGE COMPANY, INC.
APEX OIL COMPANY, INC.
8182 MARYLAND AVENUE
CLAYTON, MISSOURI 63105
(314) 889-9600
August 17, 2000
Dear Stockholders of Crown Central Petroleum Corporation:
On August 9, 2000, Mr. Michael F. Dacey, the Chairman of the Independent
Committee of the Board of Directors of Crown Central Petroleum Corporation,
sent you a letter urging you to approve the merger of Crown Central with
Rosemore Acquisition Corporation. In his letter, Mr. Dacey set forth certain
"facts" regarding the proposed merger and urged all Crown Central
stockholders to carefully examine the facts in determining whether to approve
the merger.
Golnoy Barge Company, Inc. is a shareholder of Crown Central. In
addition, Golnoy and Apex Oil Company, Inc. have delivered to you a Proxy
Statement pursuant to which we urged you to vote against the merger for the
reasons set forth therein and sought your proxies to vote against the merger.
We, like Mr. Dacey, urge you to consider the facts regarding the proposed
merger in determining how to vote. However, we urge you to consider all of
the facts, and not just those set forth by Mr. Dacey. We urge you to
consider those facts that we set forth in our Proxy Statement as well as the
following.
* Mr. Dacey states that no other fully financed all-cash offer for all of
Crown Central's stock has been made at a price above $9.50. Do not be
mislead by this statement. Apex has made an all-cash offer for all of
Crown Central's stock at a per share price of $10.50. The Apex offer is
$1 per share greater than that of Rosemore's offer. Yet the Independent
Committee of Crown Central's Board of Directors has rejected this offer.
We urge you to read our Proxy Statement, which will let you determine
whether Crown Central's concerns regarding Apex's financing are
justified.
* Mr. Dacey states that Crown Central's confidentiality agreement
contained a standstill provision which was a standard part of the
auction process designed to prevent bidders from receiving confidential
information and then trading in the market. Mr. Dacey then states that
only Apex refused to sign this agreement and tells you to ask yourself
why. The reasons are simple. First, unlike other bidders, parties
related to Apex already were substantial shareholders of Crown
Central and had a vested interest in seeing that their rights as
shareholders were not adversely affected. Second, the standstill
provisions went much further than merely preventing bidders from
receiving confidential information and then trading in the market.
Under the standstill provisions as presented to Apex, WITHOUT A WRITTEN
INVITATION FROM THE CROWN CENTRAL BOARD OF DIRECTORS AND REGARDLESS OF
WHETHER OR NOT CROWN CENTRAL'S BOARD OF DIRECTORS HELD NEGOTIATIONS WITH
APEX, neither Apex nor its shareholders or related parties could, among
other things:
* buy any additional shares of Crown Central stock;
* buy any assets of Crown Central or any of its subsidiaries;
* propose a merger with Crown Central;
* propose a tender offer for Crown Central stock;
* solicit any proxies at any meeting of Crown Central shareholders;
* join or be part of any "group" of beneficial owners of Crown
Central; or
* discuss any of the above with any other person.
If Apex had executed this agreement, Apex would have been precluded from
making its $10.50 per share superior offer to Crown Central unless Crown
Central's Board of Directors asked Apex to make such an offer. Further,
we would have been precluded from delivering our Proxy Statement to you
and expressing our viewpoint as to the inadequacy of Rosemore's offer.
We do not understand how these results (or most of the proscribed
transactions for that matter) "prevents bidders from receiving
confidential information and then trading in the market." We believe
that the more compelling question is to ask Crown Central why it
insisted on provisions that prohibited interested parties from making
competing offers to Crown Central's stockholders. For a more complete
response as to why Apex refused to execute the confidentiality
agreement, we refer you to our Proxy Statement.
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* Mr. Dacey states that Crown Central adopted its Shareholder Rights Plan
(the "Poison Pill") to stop Rosemore, Apex and any other party from
----------------------------------
engaging in a creeping acquisition in the market that could result in
some stockholders receiving less than a full negotiated merger price.
(emphasis added) For the reasons set forth in our Proxy Statement, Apex
and Golnoy believe the Poison Pill was adopted directly in response to
Apex, not others.
Further, Crown Central adopted its Poison Pill on February 1, 2000.
However, according to Crown Central's proxy statement, on January 26,
2000 Rosemore executed Crown Central's confidentiality agreement
containing the standstill provisions. If that confidentiality agreement
prevented Rosemore from trading in the market, why did Crown Central
then also need to adopt the Poison Pill to stop Rosemore from making
acquisitions in the market?
* Mr. Dacey states that, in a letter dated July 25, 2000, Apex is
proposing a tender offer where Apex can acquire only 20% of the
outstanding stock of Crown Central as opposed to all of the outstanding
stock of Crown Central. This is an inaccurate statement. In the
referenced letter, Apex stated that "the offer would be open to all
Crown stockholders." The language was clear. The 20% condition merely
meant that Apex had to receive tenders of Crown Central stock
representing at least 20% of the aggregate voting power of Crown Central
stock then outstanding before Apex would be required to close on the
tender offer. However, if more than 20% was tendered, Apex would be
obligated to purchase all shares tendered. Apex stands prepared to make
a tender offer for all of Crown Central's stock if Crown Central's Board
amends or redeems the Poison Pill to allow the tender offer and enters
into a definitive merger agreement with Apex similar to the merger
agreement entered into with Rosemore.
* Mr. Dacey states that Crown Central's Poison Pill "specifically allows
[Crown's] Board to approve a fair tender offer, but only if it is for
ALL of Crown's stock and is accompanied by an undertaking to use best
efforts to merge within 90 days." What Mr. Dacey does not state is that
Apex, in its July 25, 2000 letter, asked Crown Central's Board to make
Apex's proposed tender offer an "Approved Transaction" so that
completion of the tender offer would not trigger the rights under the
Poison Pill. Crown Central refused Apex's request on two grounds.
First, Crown Central stated that it was precluded from amending the
Poison Pill by the terms of the merger agreement with Rosemore. Second,
Crown Central stated that the Poison Pill already permitted a fair
tender offer for 100% of Crown Central's stock, coupled with a back end
merger, to proceed. Crown Central then offered that, if Apex made such
a tender offer, Crown Central would consider the terms of the offer.
Crown Central's statement is incomplete. To be "exempt" under the
Poison Pill, prior to the date on which a tender offer is commenced, the
tender offer must be approved by a majority of Crown Central's Board.
Rather than stating Crown Central's Board would approve Apex's tender
offer, Crown Central merely stated that it would "consider" the offer.
Without such approval, the mere public announcement of Apex's intention
to commence the tender offer could result in a "Distribution Date" under
the Poison Pill and a distribution of the rights under the Poison Pill.
The triggering of the Poison Pill would be detrimental to Golnoy and its
related parties in that their ownership in Crown Central would be
substantially diluted. Notwithstanding Crown Central's assertions to
the contrary, Apex cannot commence a tender offer, or publicly announce
its intention to commence a tender offer free from the Poison Pill
unless the Crown Central Board provides its prior approval. However, we
reiterate that Apex stands prepared to make a tender offer for all of
Crown Central's stock if Crown Central's Board amends or redeems the
Poison Pill to allow the tender offer and enters into a definitive
merger agreement with Apex similar to the merger agreement
entered into with Rosemore.
* Mr. Dacey states that Crown Central experienced cumulative operating
losses of $60 million during the last five years, in addition to a
pre-tax write-down of certain refining assets of $80.5 million. This
information purports to justify the price being offered by Rosemore.
Mr. Rosenberg is the chairman of Crown Central's Board as well as Crown
Central's president, chief executive officer and chief operating officer
and thus ultimately responsible for the financial performance of Crown
Central. Mr. Rosenberg is also the chairman of Rosemore's board and Mr.
Rosenberg's family is the beneficial owner of Rosemore. The more
compelling question to ask is why Mr. Rosenberg, who is responsible for
Crown Central's performance, should be able to stand behind such poor
performance to justify a low purchase price for Crown Central's stock.
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We urge Crown Central stockholders to carefully examine all of the
facts, not simply the facts as related by Crown Central. We continue to urge
you to oppose the Rosemore merger and not approve the Rosemore merger
agreement. Please sign, date and mail the enclosed blue proxy card today.
Thank you for your interest and support.
Sincerely,
/s/ Paul A. Novelly
Paul A. Novelly, Chairman
If you have any questions or need assistance, please call
Georgeson Shareholder Communications Inc.
17 State Street, 10th Floor
New York, New York 10004
Toll Free: 1-800-223-2064
