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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 15)<F*>
CROWN CENTRAL PETROLEUM CORPORATION
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(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $5 PER SHARE
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(Title of Class of Securities)
00228219101
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(CUSIP Number)
JAMES F. SANDERS, ESQ.
8182 MARYLAND AVE., SUITE 307
ST. LOUIS, MISSOURI 63105
(314) 889-0218
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 14, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 ("Act") or otherwise subject to the liabilities of that section
of the Act, but shall be subject to all other provisions of the Act.
[FN]
<F*>The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
Page 1 of 4
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This Amendment No. 15 to Schedule 13D amends Items 4 and 7 of Amendment
No. 14 to Schedule 13D filed jointly on May 2, 2000 ("Amendment No. 14") by
the parties named herein. Except as specifically amended hereby, all other
provisions of Amendment No. 14 and prior Amendments (as applicable) remain in
full force and effect. The referenced Items are, respectively, amended as
follows:
ITEM 4. PURPOSE OF TRANSACTION.
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Item 4 of Amendment No. 14 is amended to add at the end thereof the
following paragraph:
On July 14, 2000, members of management of Apex met with Michael F.
Dacey, Chairman of the Company's Special Committee of Independent Directors,
and the Special Committee's investment bankers. At the meeting Apex
increased its previously disclosed proposal to acquire all outstanding shares
of Class A and Class B shares not owned by Apex or the other filing persons
to a price of $10.50 per share, payable in cash. Apex's prior cash offer was
$10.00 per share. At the meeting, Apex stated its belief that the Apex
cash proposal is superior to the cash offer of $9.50 per share from Rosemore,
Inc. ("Rosemore") which has been accepted by the Special Committee. Apex
stated its willingness to provide the Special Committee adequate assurance of
Apex's cash resources for the proposed transaction in a manner acceptable to
the Special Committee.
Apex also expressed its continued willingness to pursue a stock-for-stock
merger of Apex and Crown which it believes is a superior offer to the Rosemore
offer. Apex affirmed to the Special Committee that its stock-for-stock
proposal includes financing to replace the Company's existing senior
notes and would value the Company's common stock at $10.50 per share for
purposes of the merger. In a stock-for-stock merger, existing shareholders of
the Company would continue to hold their shares, the Company would remain
public and Apex would receive newly issued Class A common shares in an amount
sufficient to give Apex voting control of the Company. During the meeting
Apex stated that as an enhancement to existing shareholders under Apex's stock
for stock alternative, at closing the Company would issue to existing
shareholders Contingent Value Rights ("CVR's") entitling the shareholders to a
cash payment if the average closing price of the merged company's shares failed
to reach $12.50 per share for any period of twenty consecutive trading days
during the one year period following closing of the transaction. The per share
CVR distribution would be equal to the difference between $12.50 and the
highest twenty-day average closing price during the period. Apex disclosed to
the Special Committee that it would provide a letter of credit in the amount of
$112,500,000 to secure payment of the CVR distributions.
ITEM 7. MATERIAL TO BE FILED AS EXHIBIT.
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The following are filed herewith as exhibits:
Exhibit X: Joint Filing Agreement pursuant to Rule 13-d-1(k).
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of each of
the undersigned, I certify that the information set forth in this statement
is true, complete and correct.
Dated: July 17, 2000
/s/ Paul A. Novelly
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Paul A. Novelly
Golnoy Barge Company, Inc.
By: /s/ P.A. Novelly, II
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P.A. Novelly, II, Vice President
Novelly Exempt Trust dated August 12, 1992
By: /s/ P.A. Novelly, II
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P.A. Novelly, II, Trustee
By: /s/ John K. Pruellage
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John K. Pruellage, Trustee
The Capital Trust dated February 4, 1994
By: /s/ Douglas D. Hommert
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Douglas D. Hommert, Trustee
By: /s/ William Lauber
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William Lauber, Trustee
/s/ P.A. Novelly, II
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P.A. Novelly, II
/s/ John K. Pruellage
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John K. Pruellage
/s/ Douglas D. Hommert
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Douglas D. Hommert
/s/ William Lauber
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William Lauber
3
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EXHIBIT X TO AMENDMENT TO SCHEDULE 13-D
JOINT FILING AGREEMENT
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Dated as of July 17, 2000
The undersigned each hereby agree that the Amendment No. 15 to Schedule
13D filed herewith, relating to the Class A Common Stock of Crown Central
Petroleum Corporation, is filed on behalf of each of the undersigned.
Dated: July 17, 2000
/s/ Paul A. Novelly
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Paul A. Novelly
Golnoy Barge Company, Inc.
By: /s/ P.A. Novelly, II
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P.A. Novelly, II, Vice President
Novelly Exempt Trust dated August 12, 1992
By: /s/ P.A. Novelly, II
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P.A. Novelly, II, Trustee
By: /s/ John K. Pruellage
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John K. Pruellage, Trustee
The Capital Trust dated February 4, 1994
By: /s/ Douglas D. Hommert
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Douglas D. Hommert, Trustee
By: /s/ William Lauber
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William Lauber, Trustee
/s/ P.A. Novelly, II
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P.A. Novelly, II
/s/ John K. Pruellage
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John K. Pruellage
/s/ Douglas D. Hommert
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Douglas D. Hommert
/s/ William Lauber
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William Lauber
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