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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 16, 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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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. The Rosemore
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.
On March 10, 2000, Crown announced that it had received a competing
proposal from 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, to acquire all of the issued and outstanding Class A and Class B
common stock held by shareholders other than Apex for a price of $9.20 per
share. The Apex proposal is subject to approval by the board of directors and
shareholders of Crown, to necessary governmental approvals, and to Apex Oil
Company's ability to conduct due diligence to verify that there are no material
adverse developments which have not been disclosed in Crown's public filings.
Both the Rosemore and Apex proposals were, by their terms, to expire at 5
p.m. on Friday, March 17, 2000. On March 16, 2000, Apex advised Crown that it
extended the expiration date of its proposal until 5 p.m. (St. Louis time) on
April 17, 2000 or until rejected, and on March 17, 2000, Rosemore advised Crown
that Rosemore extended its proposal until 5 p.m. (Maryland time) on April 17,
2000, or until rejected.
Crown Central's board committee of its independent directors is continuing
to consider the proposals.
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Item 7(c) Exhibits
Exhibit No. Description
99.1 Press Release dated March 17, 2000 relating to
the extension of the Apex proposal.
99.2 Press Release dated March 17, 2000 relating to
the extension of the Rosemore proposal.
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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.
------------------------
Name: John E. Wheeler, Jr.
Title: Executive Vice President --
Chief Financial Officer
Dated: March 17, 2000
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EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press Release dated March 17, 2000 relating to
the extension of the Apex proposal.
99.2 Press Release dated March 17, 2000 relating to
the extension of the Rosemore proposal.
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EXHIBIT 99.1
[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 17, 2000
APEX OIL EXTENDS CROWN BUYOUT PROPOSAL
- --------------------------------------
On March 10, 2000, Crown Central Petroleum Corporation (CNPa and CNPb on
the American Stock Exchange) announced that it had received a proposal from
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, to
acquire all of the issued and outstanding Class A and Class B common stock held
by Crown's shareholders other than Apex for a price of $9.20 per share. The
Apex proposal is subject to approval by the board of directors and shareholders
of Crown, to the receipt of necessary governmental approvals, and to Apex Oil
Company's ability to conduct due diligence to verify that there are no material
adverse developments which have not been disclosed in Crown's public filings.
The Apex proposal was, by its terms, to expire at 5 p.m. on Friday March
17, 2000. On March 16, 2000, Apex advised Crown that it had extended the
expiration date of its proposal until 5 p.m., St. Louis time, on Monday, April
17, 2000 or until rejected.
Crown Central's board committee of its independent directors is continuing
to consider the Apex 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.
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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 17, 2000
ROSEMORE EXTENDS CROWN BUYOUT PROPOSAL
- --------------------------------------
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. The Rosemore
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 Rosemore proposal was, by its terms, to expire at 5 p.m. on Friday
March 17, 2000. Rosemore has advised Crown that its proposal has been extended
until 5 p.m. (Maryland time) on Monday, April 17, 2000, or until rejected.
Crown Central's board committee of its independent directors is continuing
to consider Rosemore's 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.
