SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
Crown Central Petroleum Corporation
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
228219-10-1
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(CUSIP Number)
John A. Marzulli, Jr.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 15, 2000
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(Date of Event Which Requires Filing of This Statement)
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If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.240.13d-1(e), 240.13d-1(f), or 240.13d-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 (the "Act") or otherwise subject to the liabilities of that section
of the Act, but shall be subject to all other provisions of the Act (however,
see the Notes).
<PAGE>
This Amendment No. 11 to Schedule 13D amends and supplements the
Schedule 13D filed jointly by the parties named herein with the Securities and
Exchange Commission on January 12, 1999 as previously amended.
Item 4. Purpose of Transaction
Item 4 is amended to add at the end thereof the following paragraphs:
Rosemore has determined to pursue the acquisition of all of the
outstanding common stock of Crown not owned by Rosemore for $10.50 per share in
cash and otherwise on substantially the same terms and conditions as
contemplated by the Agreement and Plan of Merger, dated April 7, 2000, among
Crown, Rosemore, and Rosemore Acquisition Corporation. Rosemore's willingness to
proceed with such a transaction is conditioned upon Apex Oil Company, Inc., Apex
Holding Co., and affiliated parties (collectively, "Apex") entering into an
agreement with Rosemore to support the transaction proposed by Rosemore and
certain executives of Crown agreeing to execute waivers similar to the waivers
executed on April 7, 2000. Rosemore has submitted to Apex and the independent
directors of Crown proposed forms of agreements implementing the transaction.
Item 7. Material To Be Filed As Exhibits
Item 7 is hereby amended by adding the following at the end thereof:
Exhibit 22 - Joint Filing Agreement as required by Rule 13d-1(k).
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
ROSEMORE, INC.
December 15, 2000 By: /s/ Edward L. Rosenberg
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Name: Edward L. Rosenberg
Title: President
ROSEMORE HOLDINGS, INC.
December 15, 2000 By: /s/ Edward L. Rosenberg
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Name: Edward L. Rosenberg
Title: President
December 15, 2000 Ruth R. Marder*
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Ruth R. Marder
December 15, 2000 Henry A. Rosenberg, Jr.*
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Henry A. Rosenberg, Jr.
December 15, 2000 Judith R. Hoffberger*
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Judith R. Hoffberger
December 15, 2000 /s/ Edward L. Rosenberg
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Edward L. Rosenberg
December 15, 2000 Jeffrey A. Hoffberger*
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Jeffrey A. Hoffberger
December 15, 2000 Lisa J. Bertelsen*
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Lisa J. Bertelsen
December 15, 2000 Frank B. Rosenberg*
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Frank B. Rosenberg
By: /s/ Edward L. Rosenberg
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*Edward L. Rosenberg
Attorney-in-Fact
<PAGE>
EXHIBITS
Exhibit
Number Description
22. Joint Filing Agreement as required by Rule
13d-1(k).
<PAGE>
EXHIBIT 22
The undersigned hereby agree that Amendment No. 11 ("Amendment No. 11")
to the Statement on Schedule 13D, filed jointly by the parties named herein with
the Securities and Exchange Commission on January 12, 1999, with respect to the
Class A and Class B Common Stock of Crown Central Petroleum Corporation, a
Maryland corporation, is filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended, and that this Agreement shall be included as an Exhibit
to Amendment No. 11.
ROSEMORE, INC.
December 15, 2000 By: /s/ Edward L. Rosenberg
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Name: Edward L. Rosenberg
Title: President
ROSEMORE HOLDINGS, INC.
December 15, 2000 By: /s/ Edward L. Rosenberg
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Name: Edward L. Rosenberg
Title: President
December 15, 2000 Ruth R. Marder*
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Ruth R. Marder
December 15, 2000 Henry A. Rosenberg, Jr.*
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Henry A. Rosenberg, Jr.
December 15, 2000 Judith R. Hoffberger*
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Judith R. Hoffberger
December 15, 2000 /s/ Edward L. Rosenberg
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Edward L. Rosenberg
December 15, 2000 Jeffrey A. Hoffberger*
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Jeffrey A. Hoffberger
December 15, 2000 Lisa J. Bertelsen*
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Lisa J. Bertelsen
December 15, 2000 Frank B. Rosenberg*
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Frank B. Rosenberg
By:/s/ Edward L. Rosenberg
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*Edward L. Rosenberg
Attorney-in-Fact
