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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): April 3, 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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Crown received a proposal on March 6, 2000 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 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. Rosemore's
proposal was subsequently extended to expire at 5 p.m. (Maryland
time) on April 17, 2000, or when rejected.
On March 29, 2000, Rosemore advised Crown that it was
increasing its proposal to $9.35 per share, and that its proposal
would expire at 5 p.m. (Maryland time) on March 31, 2000, or when
rejected. Rosemore has since advised Crown, and has confirmed the
advice by letter dated April 2, 2000, that its proposal has been
extended until it is either rejected by Crown or withdrawn by
Rosemore. Crown's board committee of its independent directors is
continuing to consider Rosemore's proposal.
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ITEM 7(C) EXHIBITS
Exhibit No. Description
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99.1 Press Release dated April 3, 2000.
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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.
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Name: John E. Wheeler, Jr.
Title: Executive Vice President --
Chief Financial Officer
Dated: April 3, 2000
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EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press Release dated April 3, 2000.
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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 - APRIL 3, 2000
ROSEMORE EXTENDS EXPIRATION DATE OF CROWN CENTRAL BUYOUT
PROPOSAL
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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 unanimous
approval of Crown's independent directors, the approval of the
transaction by Crown's shareholders, and the receipt of all
necessary governmental approvals. Rosemore's proposal was
subsequently extended to expire at 5 p.m. (Maryland time) on April
17, 2000, or when rejected.
On March 29, 2000, Rosemore advised Crown that it was
increasing its proposal to $9.35 per share, and that its proposal
will expire at 5 p.m. (Maryland time) on March 31, 2000, or when
rejected. Rosemore has advised Crown that its proposal has been
extended until it is either rejected by Crown or withdrawn by
Rosemore.
Crown'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.
